The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the condensed financial
statements and the notes thereto contained elsewhere in this report.

Special Note Regarding Forward-Looking Statements





All statements other than statements of historical fact included in this section
and elsewhere in this Form 10-Q regarding the Company's financial position,
business strategy and the plans and objectives of management for future
operations, are forward-looking statements. When used in this Form 10-Q, words
such as "anticipate," "believe," "estimate," "expect," "intend" and similar
expressions, as they relate to us or the Company's management, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of management, as well as assumptions made by, and information currently
available to, the Company's management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain
factors detailed in our filings with the SEC.



Overview



We are a blank check company incorporated on August 6, 2018 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 ("Initial Business Combination"). We
intend to effectuate our Initial Business Combination using cash from the
proceeds of our initial public offering that was completed in March 2019 (the
"Public Offering") and the sale of warrants in a private placement (the "Private
Placement") that occurred simultaneously with the completion of the Public
Offering (the "Private Placement Warrants"), our capital stock, debt or a
combination of cash, stock and debt.

The issuance of additional shares of our stock in an Initial Business Combination:

? may significantly dilute the equity interest of our stockholders;

? 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 incur other indebtedness to finance our Initial Business Combination, 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 or

other indebtedness contains covenants restricting our ability to obtain such

financing while the debt security or other indebtedness 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, or limit our ability to pay expenses, make capital

expenditures and acquisitions and fund other general corporate purposes;






                                       16

? 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, execution of our

strategy and other purposes and

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

At June 30, 2020, we had approximately $613,000 in cash outside of the Trust Account. We expect to incur significant costs in the pursuit of an Initial Business Combination and we cannot assure you that our plans to complete an Initial Business Combination will be successful.

Recent Developments - COVID-19





In December 2019, a novel strain of coronavirus was reported to have surfaced in
Wuhan, China, which has and is continuing to spread throughout other parts of
the world, including the United States. On January 30, 2020, the World Health
Organization declared the outbreak of the coronavirus disease (COVID-19) a
"Public Health Emergency of International Concern." On January 31, 2020, U.S.
Health and Human Services Secretary Alex M. Azar II declared a public health
emergency for the United States to aid the U.S. healthcare community in
responding to COVID-19, and on March 11, 2020 the World Health Organization
characterized the outbreak as a "pandemic." COVID-19 has resulted in a
widespread health crisis that has adversely affected the economies and financial
markets worldwide. The business of any potential target business with which we
consummate a business combination could be materially and adversely affected.
Furthermore, we may be unable to complete a business combination if continued
concerns relating to COVID-19 restrict travel, limit the ability to have
meetings with potential investors or the target company's personnel, vendors and
services providers are unavailable to negotiate and consummate a transaction in
a timely manner. The extent to which COVID-19 impacts our search for a business
combination will depend on future developments, which are highly uncertain and
cannot be predicted, including new information which may emerge concerning the
severity of COVID-19 and the actions to contain COVID-19 or treat its impact,
among others. If the disruptions posed by COVID-19 or other matters of global
concern continue for an extended period of time, our ability to consummate a
business combination, or the operations of a target business with which we
ultimately consummate a business combination, may be materially adversely
affected.



Results of Operations




For the period from August 6, 2018 (date of inception) to June 30, 2020 our
activities consisted of formation and preparation for the Public Offering and,
subsequent to completion of the Public Offering on March 5, 2019, identifying
and completing a suitable Initial Business Combination. As such, in 2019 we had
no operations or significant operating expenses until after the completion of
the Public Offering in March 2019.



Our normal operating costs since March 5, 2019 include costs associated with our
search for an Initial Business Combination (see below), costs associated with
our governance and public reporting (see below), state franchise taxes of
approximately $17,000 per month (see below), a charge of $15,000 per month from
our Sponsor for administrative services and approximately $29,000 per month
($11,600 of which is deferred as to payment until closing of our Initial
Business Combination) for compensation to our Chief Financial Officer. Our costs
in the three and six months ended June 30, 2020 also include professional and
consulting fees and travel associated with evaluating various Initial Business
Combination candidates, as well as the costs of our public reporting and other
costs, subsequent to the Public Offering. Travel costs associated with
investigating potential Initial Business Combination candidates were
approximately $13,000, $69,000, $93,000 and $98,000, respectively, for the three
and six months ended June 30, 2020 and 2019. As we identify Initial Business
Combination candidates, our costs are expected to increase significantly in
connection with negotiating and executing a definitive agreement and related
agreements as well as additional professional, due diligence and consulting fees
and travel costs that will be required in connection with an Initial Business
Combination. Costs associated with professional, due diligence and consulting
fees related were approximately $170,000, $230,000, $-0- and $-0-, respectively,
for the three and six months ended June 30, 2020 and 2019. Costs associated with
our governance and public reporting have increased since the Public Offering and
were approximately $100,000, $178,000, $86,000 and $128,000, respectively, for
the three and six months ended June 30, 2020 and 2019. In addition, since our
operating costs are not expected to be deductible for federal income tax
purposes, we are subject to federal income taxes on the interest income earned
from the Trust Account less taxes. Such federal income taxes were approximately
$6,000, $378,000, $380,000 and $480,000, respectively, for the three and six
months ended June 30, 2020 and 2019. However, we are permitted to withdraw
interest earned from the Trust Account for the payment of taxes and we withdrew
approximately $437,000 of interest income from the Trust Account during the

six
months ended June 30, 2020.



                                       17





The Public Offering and the Private Placement closed on March 5, 2019 as more
fully described in "Liquidity and Capital Resources" below. At that time, the
proceeds in the Trust Account were initially invested in a money market fund
that invested solely in direct U.S. government obligations meeting the
applicable conditions of Rule 2a-7 of the Investment Company Act of 1940. In
March 2019, the money market fund was largely liquidated and the trust assets
were invested in U.S. government treasury bills which matured in September 2019
and yielded approximately 2.45% per year. In September 2019, the proceeds were
invested in U.S. government treasury bills which matured in December 2019 and
yielded approximately 1.77% per year. In December 2019, we reinvested the trust
assets into U.S. government treasury bills, which yielded approximately 1.5%,
that mature in June 2020. As a result of market conditions, in March 2020 we
sold the U.S. government treasury bills and invested the trust assets in a money
market fund that invests in U.S. Government Treasury securities. Interest earned
on the Trust Account was approximately $77,000, $1,899,000, $1,855,000 and
$2,385,000, respectively, for the three and six months ended June 30, 2020 and
2019. However, as a result of market conditions occurring in connection with the
Covid-19 pandemic, our expectations are that interest income on the funds in our
Trust Account will be significantly less than that experienced in the first
three months of the six months ended June 30, 2020 when interest rates for most
of that period were significantly higher than current interest rates.

Liquidity and Capital Resources





On March 5, 2019, we consummated the Public Offering of an aggregate of
30,015,000 Units at a price of $10.00 per unit generating gross proceeds of
approximately $300,150,000 before underwriting discounts and expenses.
Simultaneously with the consummation of the Public Offering, we consummated the
Private Placement of 13,581,500 Private Placement Warrants, each exercisable to
purchase one share of our Class A common stock at $11.50 per share, to the
Sponsor and certain funds and accounts managed by subsidiaries of BlackRock,
Inc. (collectively, the "Anchor Investor"), at a price of $1.00 per Private
Placement Warrant, generating gross proceeds, before expenses, of approximately
$13,581,500.



The net proceeds from the Public Offering and Private Placement was
approximately $305,056,000, net of the non-deferred portion of the underwriting
commissions of $7,830,000 and offering costs and other expenses of approximately
$856,000. $303,151,500 of the proceeds of the Public Offering and the Private
Placement have been deposited in the Trust Account and are not available to us
for operations (except amounts to pay taxes). At June 30, 2020 and December 31,
2019, we had approximately $613,000 and $1,124,000, respectively, of cash
available outside of the Trust Account to fund our activities until we
consummate an Initial Business Combination.



Until the consummation of the Public Offering, the Company's only sources of
liquidity were an initial purchase of shares of our Class B common stock for
$28,000 by the Sponsor and the Anchor Investor, and a total of $300,000 loaned
by the Sponsor against the issuance of an unsecured promissory note (the
"Note"). The Note was non-interest bearing and was paid in full on March 5, 2019
in connection with the closing of the Public Offering.



Although the Company had negative working capital of approximately $1,901,000
and 1,107,000, respectively, at June 30, 2020 and December 31, 2019, the
Company's largest creditors, representing approximately $2,305,000 and
$2,075,000, respectively, of liabilities at June 30, 2020 and December 31, 2019,
are professionals, consultants and advisors who continue to be owed money by the
Company but are expected to continue assisting the Company with completing a
Business Combination.  As such, the Company believes, but cannot provide any
assurance, that the approximately $613,000 of cash at June 30, 2020 represents
sufficient liquidity to fund the Company's operations until September 5, 2020,
the date by which the Company must complete an initial Business Combination.



The Company has only until September 5, 2020 to complete an Initial Business
Combination unless stockholders approve an extension of such date. In August
2020, the Company filed a Proxy Statement with the Securities and Exchange
Commission in connection with a Special Meeting of Stockholders to extend this
date from September 5, 2020 to December 31, 2020. If the Company does not
complete an Initial Business Combination by September 5, 2020, or, if approved,
the extended date, the Company will (i) cease all operations except for the
purposes of winding up; (ii) as promptly as reasonably possible, but not more
than ten business days thereafter, redeem the public shares of Class A common
stock for a pro rata portion of the Trust Account, including interest, but less
taxes payable (and less up to $100,000 of such net interest to pay dissolution
expenses) and (iii) as promptly as reasonably possible following such
redemption, dissolve and liquidate the balance of the Company's net assets to
its creditors and remaining stockholders, as part of its plan of dissolution and
liquidation. The initial stockholders have waived their redemption rights with
respect to their founder shares; however, if the initial stockholders or any of
the Company's officers, directors or their affiliates acquire shares of Class A
common stock in or after the Public Offering, they will be entitled to a pro
rata share of the Trust Account upon the Company's redemption or liquidation in
the event the Company does not complete an Initial Business Combination within
the required time period.



                                       18





This mandatory liquidation and subsequent dissolution raises substantial doubt
about the Company's ability to continue as a going concern. No adjustments have
been made to the carrying amounts of assets or liabilities should the Company be
required to liquidate after September 5, 2020.



In the event of such liquidation, it is possible that the per share value of the
residual assets remaining available for distribution (including Trust Account
assets) will be less than the price per unit in the Public Offering.



We have entered into a letter of intent with a prospective target for an initial
business combination in the electric vehicle (EV) and advanced mobility sector.
Completion of the transaction is subject to, among other things, the negotiation
and execution of a definitive agreement providing for the transaction,
satisfaction of the closing conditions included therein and approval of the
transaction by our shareholders.  Accordingly, there can be no assurance that a
definitive agreement will be entered into or that the proposed transaction

will
be consummated.

Off-balance sheet financing arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any agreements for non-financial assets.





Contractual obligations



At June 30, 2020, we did not have any long-term debt, capital lease obligations,
operating lease obligations or long-term liabilities. In connection with the
Public Offering, we entered into an Administrative Support Agreement with
Hennessy Capital LLC, an affiliate of our Sponsor, pursuant to which the Company
pays Hennessy Capital LLC $15,000 per month for office space, utilities and
secretarial and administrative support.



In addition, commencing on March 1, 2019 (the date the Company's securities were
first listed on the Nasdaq Capital Market), the Company has agreed to compensate
its Chief Financial Officer $29,000 per month prior to the consummation of the
Initial Business Combination, of which 60% is payable in cash currently and 40%
in cash upon the successful completion of the Initial Business Combination.
Approximately $186,000 and $116,000, respectively, has been included in accrued
liabilities for the deferred compensation of the Chief Financial Officer at June
30, 2020 and December 31, 2019. Further, the Company has agreed to pay its
President and Chief Operating Officer a success fee of $500,000 in cash upon the
closing of an Initial Business Combination.

Upon completion of the Initial Business Combination or the Company's liquidation, the Company will cease paying or accruing these monthly fees.





In connection with identifying an Initial Business Combination candidate and
negotiating an Initial Business Combination, the Company has entered into and
expects to enter into additional engagement letters or agreements with various
consultants, advisors, professionals and others in connection with an Initial
Business Combination. The services under these engagement letters and agreements
are material in amount and in some instances include contingent or success fees.
Contingent or success fees (but not deferred underwriting compensation) would be
charged to operations in the quarter that an Initial Business Combination is
consummated. In most instances (except with respect to our independent
registered public accounting firm), these engagement letters and agreements are
expected to specifically provide that such counterparties waive their rights to
seek repayment from the funds in the Trust Account.

Critical Accounting Policies





The preparation of financial statements and related disclosures in conformity
with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. The Company has identified the following as its critical accounting
policies:



                                       19





Emerging Growth Company



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. 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.



Net Income (Loss) Per Share



Net income (loss) per common share is computed by dividing net income (loss)
applicable to common stockholders by the weighted average number of shares of
common stock outstanding for the period. The Company has not considered the
effect of the warrants sold in the Public Offering and Private Placement (see
Note 4 to the condensed financial statements) to purchase an aggregate of
36,092,750 Class A ordinary shares in the calculation of diluted income (loss)
per share, since their inclusion would be anti-dilutive under the treasury stock
method. As a result, diluted income (loss) per common share is the same as basic
loss per common share for the period.



The Company's statements of operations include a presentation of income (loss)
per share for common stock subject to redemption in a manner similar to the
two-class method of income (loss) per share. Net income (loss) per share, basic
and diluted, for shares of Class A common stock is calculated by dividing the
interest income earned on the funds in the Trust Account, net of income tax
expense and franchise tax expense, by the weighted average number of shares of
Class A common stock outstanding since their original issuance. Net income
(loss) per common share, basic and diluted, for Class B common stock is
calculated by dividing net income (loss) less income attributable to Class A
common stock, by the weighted average number of shares of Class B common stock
outstanding for the period. Net income (loss) available to each class of common
stockholders is as follows for the three and six months ended June 30, 2020

and
2019:



                                               Three months ended                Six months ended
                                                    June 30,                         June 30,
                                              2020            2019             2020             2019

Net income available to Class A common

stockholders:


Interest income                            $   77,000     $  1,855,000     $  1,899,000     $  2,385,000
Less: Income and franchise taxes              (56,000 )       (430,000 )       (478,000 )       (546,000 )
Net income attributable to Class A         $   21,000     $  1,425,000     $  1,421,000     $  1,839,000
common stockholders

Net (loss) available to Class B common
stockholders:
Net (loss) income                          $ (400,000 )   $  1,115,000     $    669,000     $  1,433,000
Less: amount attributable to Class A          (21,000 )     (1,425,000 )     (1,421,000 )     (1,839.000 )
common stockholders
Net loss attributable to Class B  common   $ (421,000 )   $   (310,000 )
$    752,000     $   (406,000 )
stockholders




                                       20





Financial Instruments

The fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying condensed financial statements.





Public Offering Costs




The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC
Staff Accounting Bulletin (SAB) Topic 5A- "Expenses of Offering". Public
Offering costs of approximately $18,865,000 consist of underwriters' discounts
of approximately $18,009,000 (including approximately $10,179,000 of which
payment is deferred) and approximately $856,000 of professional, printing,
filing, regulatory and other costs associated with the Public Offering were
charged to additional paid in capital upon completion of the Public Offering in
March 2019.



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 balance sheet 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.



The Company's currently taxable income consists of interest income on the Trust
Account net of taxes. The Company's general and administrative costs are
generally considered start-up costs and are not currently deductible. During the
three and six months ended June 30, 2020 and 2019, the Company recorded income
tax expense of approximately $6,000, $378,000, $380,000 and $480,000,
respectively, primarily related to interest income earned on the Trust Account,
net of taxes. The Company's effective tax rates for the three and six months
ended June 30, 2020 and 2019 were approximately 2%, 36%, 25% and 25%,
respectively, and differs from the expected income tax rate due to the start-up
costs (discussed above and including Business Combination costs) which are not
currently deductible. At June 30, 2020 and December 31, 2019, the Company has a
deferred tax asset of approximately $815,000 and $640,000, respectively,
primarily related to start-up and Business Combination costs. Management has
determined that a full valuation allowance of the deferred tax asset is
appropriate at this time.



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, 2020 or
December 31, 2019. 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 at June 30, 2020 or December 31, 2019. The
Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position. The
Company is subject to income tax examinations by major taxing authorities since
inception.



Redeemable Common Stock



All of the 30,015,000 public shares sold as part of a Unit in the Public
Offering contain a redemption feature which allows for the redemption of public
shares under the Company's Liquidation or Tender Offer/Stockholder Approval
provisions. In accordance with Financial Accounting Standards Board ("FASB") ASC
480, redemption provisions not solely within the control of the Company require
the security to be classified outside of permanent equity. Ordinary liquidation
events, which involve the redemption and liquidation of all of the entity's
equity instruments, are excluded from the provisions of FASB ASC 480. Although
the Company did not specify a maximum redemption threshold, its charter provides
that in no event will it redeem its public shares in an amount that would cause
its net tangible assets (stockholders' equity) to be less than $5,000,001 upon
the closing of a Business Combination.



The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of the securities at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable common stock
are affected by adjustments to additional paid-in capital. Accordingly, at June
30, 2020 and December 31, 2019, 28,883,186 and 28,817,019, respectively, of the
30,015,000 public shares were classified outside of permanent equity.



                                       21

Accounting for Potential Warrant Adjustments:





The Company accounts for potential adjustments of warrant exercise prices due to
possible down round financings in accordance with Financial Accounting Standards
Board ("FASB") 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 Non-controlling 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. The Company would also recognize the effect of the trigger within
equity. The adoption of this guidance enables the Company to record the warrants
as equity instruments and 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.

Recent Accounting Pronouncements





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

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