Please revise your disclosure here and throughout the prospectus to disclose the price that each selling securityholder paid for the shares of common stock and warrants being registered for resale as outlined on the prospectus cover page. For example, we note your disclosure on pages 43 and 48 regarding the price per warrant and price per share of common stock paid by certain securityholders, respectively.

Please disclose the exercise price of the warrants compared to the market price of the underlying security. Additionally, please disclose the likelihood that warrant holders will not exercise their warrants if the warrants are out of the money. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercise of the warrants are dependent on stock price. As

We note your disclosure that you will receive proceeds from the exercise of the warrants and PIPE warrants for cash, but not from the sale of common stock issuable upon such exercise. Please disclose here and in the prospectus summary, use of proceeds section and in your discussion of liquidity and capital resources the aggregate proceeds you may receive assuming the exercise of all warrants by securityholders.

We note your disclosure on page 6, including that the shares being registered for resale constitute approximately 73.7% of your issued and outstanding shares of common stock. Please revise to disclose the amount of shares being registered as a percentage of your total public float. Additionally, highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of your common stock.

Please revise your risk factor disclosure to expand your discussion on the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of your common stock. As reflected in our comment above, to illustrate this risk, disclose the purchase price of the securities being registered for resale. Also disclose that even though the current trading price is below the price paid per share of your common stock and warrants in your initial public offering, your private investors may have an incentive to sell because they may still profit on sales due to the lower price paid for their securities in comparison to the public investors. We note your disclosure in the risk factor entitled “Sales of a substantial number of our securities...” on page 6 as well as the risk factors disclosed under the caption “Risks Related to our Common Stock and Warrants” beginning on page 31.

Please revise your prospectus throughout to disclose the price that each selling securityholder paid for the common stock and warrants being registered for resale. Highlight any differences in the current trading price, the prices that the sponsor, PIPE investors and other selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose that while the sponsor, PIPE