Market Overview - The global lottery market was valued at $318 billion in gross sales in 2020, with a forecast to exceed $550 billion by 2025[37]. - In 2021, total U.S. lottery sales increased to $106 billion, reflecting a 17% increase compared to 2020, with instant ticket sales rising 13% to $72 billion and draw-based sales increasing by 24% to $33 billion[54]. - Online Lottery gross sales in the U.S. increased more than 28% year-on-year to $5.1 billion in 2021, representing approximately 5% of total U.S. lottery game sales[59]. - Sales of draw lottery games comprised 54.5% of the overall global lottery market in 2020, anticipated to grow at approximately 9.0% CAGR from $194 billion in 2020 to nearly $300 billion in 2025[42]. - Scratch lottery games accounted for 26.6% of the global lottery market in 2020, expected to increase approximately 58% from $95 billion in 2020 to $150 billion in 2025[44]. - Sports lottery games represented 18.9% of the global lottery market in 2020, projected to grow approximately 51% from $67 billion in 2020 to $101 billion in 2025[49]. - The Asia-Pacific region held a 37.1% market share of all lottery sales in 2020, while Europe accounted for 31.9%[52]. - The U.S. total sports betting market, including sports lottery betting, had gross sales of $57.7 billion in 2021, an increase of 167% from 2020[55]. - The estimated lottery game market in Latin America was approximately $9.1 billion across 26 countries as of December 31, 2020, with a total addressable market of 664 million people[121]. Company Operations and Revenue - The company derives revenue primarily from service fees on its B2C Platform, LotteryLink Credits sales, revenue share from B2B API partners, and Data Service subscriptions[17]. - As of December 31, 2021, the B2C Platform was available in 12 U.S. jurisdictions and multiple international jurisdictions[20]. - The company completed the acquisition of the domain name https://sports.com in December 2021, aiming to enter legal sports gaming verticals[17]. - The company launched its affiliate marketing program, LotteryLink, in Q3 2021, compensating affiliates for new customer referrals[27]. - The company provides daily lottery results from over 40 countries to more than 400 digital publishers and media organizations[35]. - The company holds a retail lottery license issued by the Texas Lottery Commission[25]. - The B2B API allows commercial partners to access legally operated lottery games for resale, with revenue sharing on each lottery game purchased[31]. - The company delivered approximately 2.6 million lottery games to users of the B2C Platform worldwide in 2021, with an average of 37,000 daily users[75]. - In 2021, the company delivered over 333,485 lottery games to end users through its B2B API, with agreements in place with three international and one U.S. commercial partner[86]. - The company sold approximately 2.9 million unique lottery games in 2021, representing a 123% year-over-year increase from 1.3 million in 2020[103]. - As of December 31, 2021, the company generated more than $7.2 million in lottery game sales across 12 jurisdictions in the U.S., which represented less than 0.1% of total U.S. lottery game sales[112]. Technology and Innovation - The company is exploring opportunities to enhance its technology, including distributed ledger technology[17]. - The company is developing Project Nexus, a proprietary blockchain-enabled online gaming platform, expected to handle high levels of user traffic and transaction volume while ensuring security and reliability[126]. - The company anticipates launching a fee-based subscription service for exclusive lottery game pools and premium lottery prediction data, which is expected to attract new users[124]. - The company aims to leverage distributed ledger technology to enhance the security and transparency of its platform, ensuring that all transaction data is immutable and resistant to cyber-attacks[130]. Marketing and User Acquisition - The average customer acquisition cost per new user remained unchanged at $4.26 in 2021, with no digital marketing expenses incurred[74]. - The company launched its global affiliate marketing program, LotteryLink, in Q3 2021 to attract new customers and convert them to ongoing users[77]. - The average customer acquisition cost since 2020 is $4.01 per new user, which may increase due to new marketing campaigns launched in early 2022[138]. - The company aims to attract and retain users through sophisticated marketing efforts, which may increase costs and affect return on investment[187]. Compliance and Regulatory Environment - The company is committed to compliance with underage and responsible gambling requirements, with know-your-customer measures in place to prevent minors from using its services[161]. - The company is developing a comprehensive internal compliance program and has hired a Vice President of Compliance to ensure adherence to legal requirements[163]. - The company has not faced any legal claims related to lottery prize distribution since its inception, indicating strong compliance and operational integrity[134]. - The company is subject to evolving regulations in internet gaming, which could impact its strategy and operations[208]. - The company is monitoring the potential impact of the 2019 Opinion regarding the Wire Act, which could affect its operations if interpreted to apply to lottery games[150]. Financial Performance - The company experienced net losses of approximately $9.30 million for the year ended December 31, 2021, with an accumulated deficit of approximately $104.44 million as of the same date[198]. - The company anticipates an increase in operating expenses as it continues to invest in future growth, which may negatively affect results if total revenue does not increase correspondingly[199]. - Economic downturns and inflation could adversely affect the company's business, financial condition, and results of operations, as seen during the 2008 financial crisis[180]. Competitive Landscape - The company is subject to intense competition in the global entertainment and gaming industries, which could negatively impact its market share and financial performance[177]. - The company expects to face intense competition in the internet gaming sector, which may hinder its ability to offer technology and services effectively[209]. - The company believes that competition for new users will remain low due to significant growth potential in the online lottery segment[139]. - The company believes that its competitive advantage lies in its brand name, proprietary technology, and synergies from its various platforms[139]. Employee and Organizational Development - As of December 31, 2021, the company had a total of 43 full-time employees, an increase from 20 in 2020, and 7 part-time employees, up from 5 in 2020[165]. - The company is developing learning functionality to enhance employee skills in line with business requirements and compliance best practices[168]. Risks and Challenges - The company faces risks related to negative public perception of lottery games, which could impact user retention and revenue[185]. - The company faces risks related to corporate social responsibility and reputation, which could materially affect its business if not managed properly[195]. - The company operates in a public-facing industry where negative publicity can rapidly affect its brand and revenue[214]. - The company has registered domain names critical to its business, and losing access to these could incur significant costs and harm its brand[192]. - The company must continually invest in product development to maintain market acceptance and attract users, as failure to do so could lead to decreased revenues[204].

| --- | --- | --- | --- | --- | |-------|---------------------------------------------------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | comttery | | | | | | | | | | | | | | | | | | INVESTOR PRESENTATION March 2022 Nasdaq: LTRY | | | | DISCLAIMER RIDER Th is investor presentation ((the "presentation") is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recom any equity, debtor other financial instru ...

Lottery.com Inc. (NASDAQ:LTRY) Q4 2021 Earnings Conference Call March 31, 2022 8:30 AM ET Company Participants Matthew Schlarb - VP Investor Relations Tony DiMatteo - Co-founder and CEO Ryan Dickinson - President and CFO Katie Lever - Chief Legal Officer and COO Conference Call Participants Operator Good day ladies and gentlemen, and welcome to the Lottery.com Fourth Quarter and Full Year 2021 Conference Call. [Operator Instructions] As a reminder, this conference may be recorded. I would now like to introd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38508 Lottery.com Inc. (Exact name of registrant as specified in its charter) Delaware 81-1996183 (State or other jurisdiction ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (State or other jurisdiction of incorporation or organization) FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38508 TRIDENT ACQUISITIONS CORP. (Exact name of registrant as specifi ...

Business Combination - The proposed business combination with Lottery.com involves a total consideration of approximately $444 million, calculated based on 40,000,000 shares of common stock at $11.00 per share [139]. - Upon closing, Lottery.com shareholders may receive up to 6,000,000 additional shares based on performance milestones related to the stock price [139]. - The business combination with Lottery.com requires stockholder approval and the effectiveness of a registration statement with the SEC [140]. - The company has extended the deadline for completing a business combination multiple times, with the latest extension to September 1, 2021 [146]. Financial Performance - As of March 31, 2021, the company reported a net income of $200,913, driven by a gain on the change in fair value of derivative liabilities of $853,000 and interest income of $933 [149]. - Cash used in operating activities for the three months ended March 31, 2021, was $474,001, with net income affected by various factors including a gain on derivative liabilities [152]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company and due diligence for the proposed acquisition [148]. - The company applies the two-class method in calculating earnings per share, with net income (loss) per common share calculated based on interest income earned on the Trust Account [172]. Cash and Investments - The company had marketable securities held in the Trust Account amounting to $63,366,019, including approximately $1,497,000 of interest income [151]. - As of March 31, 2021, the company had cash of $114,036 held outside the Trust Account, intended for identifying and evaluating target businesses [155]. - The company intends to use substantially all funds in the Trust Account for acquiring a target business and related expenses [154]. - The company has invested the net proceeds from the Initial Public Offering in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk [175]. Capital Needs - The company may need to raise additional capital through loans or investments from initial stockholders, officers, or directors to meet working capital needs [162]. - Up to $200,000 of loans may be convertible into Private Units at a price of $10.00 per unit at the lender's option [161]. Fees and Obligations - The underwriter is entitled to a deferred fee of 2.5% of the gross proceeds of the Initial Public Offering, amounting to $5,031,250, payable upon the closing of a Business Combination [165]. - The company has no long-term debt or capital lease obligations, with a monthly fee of $7,500 payable to VK Consulting, Inc. for services [164]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value [171]. - The company does not have any off-balance sheet arrangements as of March 31, 2021 [163]. Accounting and Management - Management does not believe that recently issued accounting standards will materially affect the financial statements for the periods ended March 31, 2021 [173].

Business Combination - The proposed business combination with Lottery.com involves an aggregate consideration of approximately $444 million, calculated as 40,000,000 shares of common stock at $11.00 per share [138]. - Lottery.com shareholders may receive up to 6,000,000 additional shares based on performance metrics related to the stock price, with specific thresholds set at $13.00 and $16.00 per share [139]. Financial Performance - For the year ended December 31, 2020, the company reported a net loss of $809,047, with operating costs totaling $1,385,738 [148]. - Cash used in operating activities for the year ended December 31, 2020, was $1,848,754, influenced by interest earned on marketable securities and changes in operating assets and liabilities [151]. - The company has not engaged in any operations or generated revenues to date, focusing solely on organizational activities and preparing for the Initial Public Offering [146]. Cash and Securities - As of December 31, 2020, the company had marketable securities held in the trust account amounting to $63,405,336, including approximately $1,537,000 of interest income [150]. - The company had cash of $972,787 held outside the trust account as of December 31, 2020, intended for identifying and evaluating target businesses [154]. - The company intends to use substantially all funds in the trust account for acquiring a target business and related expenses, with remaining proceeds for working capital [153]. - The company may need to raise additional capital through loans or investments from initial stockholders, officers, or directors to meet working capital needs [161]. Debt and Obligations - The company has no long-term debt or capital lease obligations, only a monthly fee of $7,500 to VK Consulting for services [163]. - The underwriter is entitled to a deferred fee of 2.5% of the gross proceeds from the Initial Public Offering, amounting to $5,031,250, payable upon the closing of a Business Combination [164]. - A warrant solicitation fee of 5% of the exercise price of each Public Warrant exercised will be paid to the underwriter, with no maximum limit except for the number of Public Warrants outstanding [165]. Stockholder Equity - Stockholders redeemed an aggregate of approximately $137,130,484 (or approximately $10.48 per share) during the Annual Meeting held on November 26, 2019 [142]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value outside of stockholders' equity [167]. - Net (loss) income per common share is calculated using the two-class method, with specific calculations for redeemable and non-redeemable common stock [168]. Investment Strategy - The company has invested the net proceeds from the Initial Public Offering in U.S. government treasury bills and money market funds, minimizing exposure to interest rate risk [170].

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited financial statements for the quarter ended September 30, 2020, show a net loss of $0.62 million, a decrease in total assets to $63.59 million, and increased liabilities due to related-party promissory notes, raising going concern doubts [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (as of September 30, 2020) | Account | Sep 30, 2020 (Unaudited, in USD) | Dec 31, 2019 (in USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $217,858 | $55,461 | | Marketable securities held in Trust Account | $63,154,834 | $74,376,617 | | **Total Assets** | **$63,589,535** | **$74,536,195** | | **Liabilities & Equity** | | | | Promissory notes – related party | $3,825,000 | $180,000 | | Deferred underwriting fee payable | $5,031,250 | $5,031,250 | | Total Liabilities | $9,170,488 | $6,050,058 | | Common stock subject to possible redemption | $49,419,038 | $63,486,129 | | Total Stockholders' Equity | $5,000,009 | $5,000,008 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Sep 30, 2020 (in USD) | Nine Months Ended Sep 30, 2020 (in USD) | Nine Months Ended Sep 30, 2019 (in USD) | | :--- | :--- | :--- | :--- | | Loss from operations | $(532,732) | $(1,129,649) | $(783,698) | | Interest income | $6,267 | $347,246 | $2,818,877 | | **Net (Loss) Income** | **$(362,526)** | **$(618,464)** | **$2,345,649** | | Basic and diluted net loss per common share | $(0.05) | $(0.12) | $(0.07) | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) - Total Stockholders' Equity remained stable at approximately **$5.0 million** as of September 30, 2020, compared to the beginning of the year, with changes primarily driven by net losses offset by adjustments related to common stock subject to possible redemption[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary for the Nine Months Ended September 30 | Cash Flow Activity | 2020 (in USD) | 2019 (in USD) | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,603,006) | $(1,199,673) | | Net cash provided by investing activities | $11,569,029 | $577,315 | | Net cash used in financing activities | $(9,803,626) | $0 | | **Net Change in Cash** | **$162,397** | **$(622,358)** | - For the nine months ended September 30, 2020, the company experienced significant cash movements related to stock redemptions, with cash provided by investing activities of **$11.57 million** primarily from Trust Account withdrawals for redemptions, and cash used in financing activities of **$9.80 million** reflecting these redemptions and proceeds from related-party loans[19](index=19&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The company, a blank check entity, extended its business combination deadline multiple times, most recently to December 1, 2020, with a further extension to March 31, 2021, pending stockholder approval[21](index=21&type=chunk)[40](index=40&type=chunk)[44](index=44&type=chunk) - Multiple stockholder redemptions significantly reduced outstanding shares and Trust Account cash, with stockholders redeeming **13.08 million shares**, **0.63 million shares**, and **0.63 million shares** at various meetings in connection with extensions[37](index=37&type=chunk)[39](index=39&type=chunk)[41](index=41&type=chunk) - The company raised significant working capital through non-interest bearing promissory notes from related parties, totaling **$3.83 million** as of September 30, 2020, to fund operations and transaction expenses[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) - Substantial doubt exists about the company's ability to continue as a going concern due to its need to complete a business combination by its deadline and its reliance on additional, non-guaranteed financing from related parties[54](index=54&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company with no operations, the company reported a $0.62 million net loss for the nine months ended September 30, 2020, facing liquidity constraints and a December 1, 2020 deadline (with a potential March 31, 2021 extension) to complete a business combination, relying on related-party loans and experiencing significant shareholder redemptions that reduced Trust Account funds to $63.2 million - The company repeatedly extended its Business Combination deadline, most recently to December 1, 2020, with a further extension to March 31, 2021 subject to stockholder approval, leading to significant common stock redemptions and reduced Trust Account funds[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) Results of Operations Comparison | Period | Net (Loss) Income (in USD) | Key Drivers | | :--- | :--- | :--- | | **Nine Months Ended Sep 30, 2020** | $(618,464) | Operating costs of $1.1 million, offset by interest income and tax benefit | | **Nine Months Ended Sep 30, 2019** | $2,345,649 | Interest income of $2.8 million and unrealized gains of $0.95 million | - The company's liquidity is constrained, with only **$0.22 million** in cash held outside the Trust Account as of September 30, 2020, relying on loans from related parties like VK Consulting and BGV Group Limited to fund working capital and transaction expenses[131](index=131&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) - Management expressed substantial doubt about the company's ability to continue as a going concern if it cannot raise additional capital and complete a Business Combination by its deadline[137](index=137&type=chunk) - Key contractual obligations include a deferred underwriting fee of **$5.03 million** payable upon closing a Business Combination and a monthly administrative fee of **$7,500** to related party VK Consulting[139](index=139&type=chunk)[140](index=140&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=35&type=section&id=Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company's market risk is minimal as IPO proceeds in the Trust Account are invested in short-term U.S. government treasury bills or money market funds that solely invest in U.S. treasuries - The company's market risk is considered minimal as funds in the Trust Account are invested in short-term U.S. government securities or money market funds investing solely in U.S. treasuries[147](index=147&type=chunk) [Controls and Procedures](index=35&type=section&id=Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2020, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of September 30, 2020, the company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective[149](index=149&type=chunk) - No changes occurred during the fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[150](index=150&type=chunk) [Part II. Other Information](index=36&type=section&id=Part%20II.%20Other%20Information) [Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=36&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company's June 2018 IPO generated $201.25 million in gross proceeds, with $205.28 million placed into the Trust Account, leaving $0.22 million in cash outside for working capital as of September 30, 2020 - The company's IPO of Units, including the full exercise of the over-allotment option, generated gross proceeds of **$201.25 million**[155](index=155&type=chunk)[156](index=156&type=chunk) - Total net proceeds from the IPO and the sale of Private Units were **$206.68 million**, of which **$205.28 million** was placed in the Trust Account, with the remaining cash held outside the Trust Account at **$0.22 million** as of September 30, 2020[159](index=159&type=chunk) [Exhibits](index=38&type=section&id=Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including CEO and CFO certifications and XBRL data files - The report includes certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act, along with XBRL filings[164](index=164&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Issuer's telephone number) Securities registered pursuant to Section 12(b) of the Act: Commission file number: 001-38508 TRIDENT ACQUISITIONS CORP. (Exact Name of Regi ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) This section provides the company's financial statements, management's discussion, market risk disclosures, and controls [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Trident Acquisitions Corp. for the quarter ended March 31, 2020 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$75.85 million** as of March 31, 2020, primarily due to marketable securities in the Trust Account Condensed Consolidated Balance Sheet Highlights | Account | March 31, 2020 (unaudited) | December 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $637,207 | $55,461 | | Marketable securities held in Trust Account | $75,139,111 | $74,376,617 | | **Total Assets** | **$75,851,071** | **$74,536,195** | | **Liabilities & Equity** | | | | Promissory notes – related party | $1,405,000 | $180,000 | | Total Liabilities | $7,365,239 | $6,050,058 | | Common stock subject to possible redemption | $63,485,828 | $63,486,129 | | Total Stockholders' Equity | $5,000,004 | $5,000,008 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a net loss of **$305** for Q1 2020, a significant shift from net income in Q1 2019 due to lower interest income Condensed Consolidated Statements of Operations (Unaudited) | Account | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :--- | :--- | :--- | | Operating costs | $262,564 | $226,217 | | Loss from operations | ($262,564) | ($226,217) | | Interest income | $262,479 | $1,232,149 | | **Net (loss) income** | **($305)** | **$794,815** | | Basic and diluted net loss per common share | ($0.03) | ($0.02) | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$143,239** for Q1 2020, with a net increase in cash of **$581,746** from financing activities Condensed Consolidated Statements of Cash Flows (Unaudited) | Activity | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | ($143,239) | ($269,249) | | Net cash (used in) provided by investing activities | ($500,015) | $119,125 | | Net cash provided by financing activities | $1,225,000 | $0 | | **Net Change in Cash** | **$581,746** | **($150,124)** | | **Cash – Ending** | **$637,207** | **$1,105,693** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's status as a blank check company, extension of the combination period, and related-party transactions - The Company is a blank check company formed to effect a business combination and had not commenced operations as of March 31, 2020[25](index=25&type=chunk)[26](index=26&type=chunk) - The deadline to complete a Business Combination was extended to **June 1, 2020**, after the Company contributed an aggregate of **$1,000,000** to the Trust Account for two 90-day extensions[40](index=40&type=chunk) - In connection with the deadline extension, stockholders redeemed **13,081,434 shares**, resulting in a withdrawal of approximately **$137.1 million** from the Trust Account[41](index=41&type=chunk) - As of March 31, 2020, the company had outstanding promissory notes from related parties totaling **$1,405,000** to fund working capital and transaction expenses[88](index=88&type=chunk) - The underwriter is entitled to a deferred fee of **$5,031,250**, payable in cash from the Trust Account upon the closing of a Business Combination[94](index=94&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, recent deadline extension, and financial performance for Q1 2020 - The deadline to complete a Business Combination was extended to **June 1, 2020**, following stockholder approval and cash contributions to the Trust Account[112](index=112&type=chunk)[113](index=113&type=chunk) - Stockholders redeemed **13,081,434 shares** for approximately **$137.1 million**, reducing the number of outstanding shares to **13,224,816**[114](index=114&type=chunk) Q1 2020 vs Q1 2019 Results | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Net (Loss) Income | ($305) | $794,815 | | Interest Income | $262,479 | $1,232,149 | | Operating Costs | $262,564 | $226,217 | - As of March 31, 2020, the company had **$75.1 million** in marketable securities in the Trust Account and **$637,207** in cash held outside the Trust Account for operational use[119](index=119&type=chunk)[124](index=124&type=chunk) - The company secured non-interest bearing loans from related parties totaling **$1,405,000** to fund working capital and transaction expenses[125](index=125&type=chunk)[126](index=126&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company states it has minimal exposure to interest rate risk due to its low-risk investments in U.S. government securities - The company believes there is no material exposure to interest rate risk due to the short-term nature of its investments in U.S. government securities[138](index=138&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2020 - Based on an evaluation as of March 31, 2020, the principal executive and financial officers concluded that the company's disclosure controls and procedures were effective[140](index=140&type=chunk) - There were no changes in internal control over financial reporting during the first quarter of 2020 that materially affected, or are reasonably likely to materially affect, internal controls[141](index=141&type=chunk) [Part II. Other Information](index=28&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and exhibits [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings.) The company reported no legal proceedings - None[144](index=144&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors.) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - As of the date of this report, there have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2019[145](index=145&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section details the use of proceeds from the company's Initial Public Offering (IPO) and private unit sales - The Initial Public Offering, including the full exercise of the over-allotment option, generated total gross proceeds of **$201,250,000**[147](index=147&type=chunk) - Total net proceeds from the IPO and private unit sales were approximately **$206.7 million**, of which **$205.3 million** was placed in the Trust Account[151](index=151&type=chunk) - As of March 31, 2020, cash held outside the Trust Account was **$637,207**, and funds in the Trust Account are invested in U.S. government treasury obligations[151](index=151&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q Filed Exhibits | No. | Description of Exhibit | | :--- | :--- | | 31.1 | Certification of Principal Executive Officer (SOX 302) | | 31.2 | Certification of Principal Financial Officer (SOX 302) | | 32.1 | Certification of Principal Executive Officer (SOX 906) | | 32.2 | Certification of Principal Financial Officer (SOX 906) | | 101 | XBRL Instance Document and related files |