Officers and Directors Our memorandum and articles of association provide that, subject to certain limitations, the company shall indemnify its directors and officers against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. Such indemnity only applies if the person acted honestly and in good faith with a view to the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of the memorandum and articles of association, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was unlawful. 91 We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our memorandum and articles of association. Our memorandum and articles of association also will permit us to purchase and maintain insurance on behalf of any officer or director who at the request of the Company is or was serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability as provided in the memorandum and articles of association. 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 shareholders 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 shareholders. Furthermore, a shareholder’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 insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable. 92 PRINCIPAL SHAREHOLDERS The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our ordinary shares included in the units offered by this prospectus and private units, 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 ordinary shares; • each of our officers, directors and director nominees that beneficially owns ordinary shares; and • all our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of any ordinary shares issuable upon exercise of warrants as these warrants or rights are not exercisable within 60 days of the date of this prospectus. Prior to Offering After Offering Name and Address of Beneficial Owner(1) Amount and Nature of Beneficial Ownership(2) Approximate Percentage of Outstanding Ordinary shares(3) Approximate Amount and Nature of Beneficial Ownership(4) Percentage of Outstanding Ordinary shares Nisun Investment Holding Limited(5) 1,004,001 80.3 % 1,113,045 20.8 % Chuanwei Chen 2,000 * 1,739 * Xiaoying Sun 2,000 * 1,739 * Zan Wu 2,000 * 1,739 * Mitchell Cariaga 2,000 * 1,739 * New Lighthouse Investment Limited(6) 137,999 11.0 % 119,999 2.2 % EarlyBirdCapital, Inc. 100,000 8.0 % 100,000 1.9 % Total Officers and Directors as a group (four individuals) 8,000 * 8,000 * ____________* Less than one percent. (1) The business address of each of the individual directors and Nisun Investment Holding Limited is 99 Dan Ba Road, C-9 Putuo District, Shanghai, Peoples Republic of China 200062. The business address for New Lighthouse Investment Limited is 1881 Long Dongfang Road, Rm 1601, No. 4Bldg, Pudong New District, Shanghai City, China. The business address for EarlyBirdCapital, Inc. is 366 Madison Avenue, 8th Floor, New York, NY 10017. (2) Excludes the 240,000 private units to be purchased by our sponsor and/or its designees simultaneously with the consummation of this offering. (3) Based on 1,250,000 ordinary shares issued prior to this offering. (4) Based on ordinary shares issued and outstanding immediately after this offering (assumes the over-allotment option has not been exercised and an aggregate of 150,000 founder shares have been forfeited by our initial shareholders and includes 240,000 ordinary shares underlying the private units). (5) Bodang Liu, the ultimate natural beneficial owner of Nisun Investment Holding Limited, has ultimate voting and dispositive power over the shares held by such entity and therefore may be deemed to be the ultimate beneficial owner of the securities held by such entity. (6) Xiaolong Lu, the sole member and the Director of New Lighthouse Investment Limited, has ultimate voting and dispositive power over the shares held by such entity and therefore may be deemed to be the ultimate beneficial owner of the securities held by such entity. Immediately after this offering (without the exercise of the underwriters’ over-allotment option), our initial shareholders will beneficially own approximately 22% of the then issued and outstanding ordinary shares (assuming they do not purchase any units in this offering and assuming completion of the private placement). Because of this ownership block, our initial shareholders may be able to exercise significant influence the outcome of all matters requiring approval by our shareholders, including the election of directors, amendments to our memorandum and articles of association and approval of significant corporate transactions other than approval of our initial business combination. 93 To the extent the underwriters do not exercise the over-allotment option, up to an aggregate of 150,000 founder shares held by our sponsor, directors, and advisors, will be subject to forfeiture. Our sponsor will be required to forfeit only a number of founder shares necessary to maintain our initial 20% ownership interest in the total issued and outstanding ordinary shares issued upon the firm commitment underwriting not including the sale of any private shares and representative shares. Our sponsor, our executive officers and directors, and our initial shareholders may be deemed to be our “promoters” as such term is defined under the federal securities laws. Subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell 50% of the founder shares until the earlier of (i) one year after the date of the consummation of our initial business combination or (ii) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. During the lock-up period, the holders of these ordinary shares will not be able to sell or transfer their ordinary shares except (1) to any persons (including their affiliates and shareholders) participating in the private placement of the private units, officers, directors, shareholders, employees and members of our sponsor and its affiliates, (2) amongst initial holders or to our officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of our securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to us for no value for cancellation in connection with the consummation of our initial business combination, in each case (except for clause 9) where the transferee agrees to the terms of the insider letter and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus). If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder shares. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder shares. The holders have agreed (A) to vote their private shares in favor of any proposed business combination, (B) not to propose an amendment to our memorandum and articles of association with respect to our pre-business combination activities prior to the consummation of such a business combination, (C) not to redeem any private shares in connection with a shareholder vote to approve our proposed initial business combination and (D) that such private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. Additionally, the purchasers of the private units have agreed not to transfer, assign or sell any of the private units until after the completion of our initial business combination. Shareholder Nisun Investment Holding Limited, our sponsor, is our “promoter,” as that term is defined under the Federal securities laws. Registration Rights Our initial shareholders and EarlyBirdCapital, Inc. and their permitted transferees can demand that we register the founder shares, the private units and underlying securities, and any securities issued upon conversion of working capital loans, pursuant to an agreement to be signed prior to or on the date of this prospectus. The holders of the Private Units (or underlying securities) are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination. Notwithstanding the foregoing, EarlyBirdCapital, Inc. may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years 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. 94 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS In May, August and September, 2019, we issued an aggregate of 1,150,000 founder shares to our initial shareholders for an aggregate purchase price of $25,000 in cash, or approximately $0.022 per ordinary share. If the underwriters determine the size of the offering should be increased or decreased, a share dividend or contribution back to capital, as applicable, would be effectuated in such amount as to maintain our initial shareholders’ ownership at 20% of the issued and outstanding ordinary shares upon the consummation of this offering (assuming no purchase in this offering and not taking into account ownership of the private units and the representative shares). Up to 150,000 founder shares will be subject to forfeiture by our sponsor to the extent the underwriters’ over-allotment option is not exercised in full. Our initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees as described below) until the earlier of (i) one year after the date of the consummation of our initial business combination or (ii) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per ordinary share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing six months after our initial business combination. Our sponsor, directors and advisors (and/or their designees) have committed to purchase an aggregate of 240,000 (or 261,000 if the overallotment is exercised in full) insider units at $10.00 per insider unit for an aggregate purchase price of $2,400,000 (or $2,610,000 if the overallotment is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Our sponsor (and/or its designees) has agreed not to transfer, assign or sell any of the shares included in the insider units and the respective ordinary shares underlying the warrants included in the insider units until after the completion of our initial business combination. Ning Sheng Enterprise Co., our sponsor’s parent company, agreed, from the date that our securities are first listed on the Nasdaq Capital Market through the earlier of our consummation of our initial business combination and our liquidation, to make available to us office space, utilities and secretarial and administrative services, as we may require from time to time at no cost to us. Other than 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, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to our sponsor, officers or directors, or to any of their respective affiliates, prior to or with respect to our initial business combination (regardless of the type of transaction that it is). Our independent directors will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will be responsible for reviewing and approving all transactions as defined under Item 404 of Regulation S-K, after reviewing each such transaction for potential conflicts of interests and other improprieties. Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. This loan is noninterest bearing, unsecured and is due at the earlier of June 30, 2020 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 our officers and directors may, but are not obligated to, loan us funds as may be required. If we consummate our 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 offering proceeds held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment, other than the interest on such proceeds that may be released to us for working capital purposes. Such loans would be evidenced by promissory notes. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted. 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 shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. 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 shareholder 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. 95 All ongoing and future transactions between us and any member of our management team or his or her respective affiliates will be on terms believed by us at that time, based upon other similar arrangements known to us, to be no less favorable to us than are available from unaffiliated third parties. It is our intention to obtain estimates from unaffiliated third parties for similar goods or services to ascertain whether such transactions with affiliates are on terms that are no less favorable to us than are otherwise available from such unaffiliated third parties. If a transaction with an affiliated third party were found to be on terms less favorable to us than with an unaffiliated third party, we would not engage in such transaction. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that our initial business combination is fair to our shareholders from a financial point of view. We have entered into a registration rights agreement with respect to the founder shares, insider units and any s