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Item 1A. Risk Factors

2025-04-15 compared with 2024-05-14 · 1105 added, 1869 removed, 1 unchanged (100% of the section changed)

Risk Factors.

An investment in our securities involves a high degree of risk.

In connection with any actual or proposed investment in our securities, you should consider carefully all of the risks described below,

together with the other information contained in this Report.

If any of the following risks occur, our business, financial condition or

results may be materially and adversely affected.

In that event, the trading price of our securities could decline, and you could lose

all or part of your investment.

The risk factors described below are not necessarily exhaustive and you are encouraged to perform your

own investigation with respect to us and our business.

Summary Risk Factors

are a blank check company with no operating revenues, and you have no basis on which to evaluate our ability to achieve our business

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.

only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your

right to redeem your shares from us for cash.

we seek stockholder approval of our initial business combination, our initial stockholders, management team and the anchor investors

have agreed to vote their founder shares in favor of such initial business combination, regardless of how our public stockholders vote.

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 a business combination with a target.

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.

● The requirement that we complete our initial business combination

by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate

of incorporation, may give potential target businesses leverage over us in negotiating a business combination and may limit the time we

have in which to conduct due diligence on potential business combination targets, in particular 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.

search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially

adversely affected by the recent coronavirus (COVID-19) outbreak and other events and the status of debt and equity markets.

we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may

elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce

the public “float” of our securities.

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 submitting or tendering its shares, such shares may not be redeemed.

will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

Therefore, to liquidate

your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Nasdaq Stock Market 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.

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

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 have not completed our initial business combination within the required time period, our public

stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and

our warrants will expire worthless.

may be liable for new U.S.

federal 1% excise tax on certain repurchases of stock in connection with redemptions or a liquidation under

the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law on August 16, 2022.

connection with the Company’s assessment of going concern considerations, in accordance with the authoritative, management has

determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which raises

substantial doubt about the Company’s ability to continue as a going concern.

● If the net proceeds of our IPO 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 until June 7, 2024, which may be extended

only by the vote of our stockholders to approve an amendment to our amended and restated certificate of incorporation, it could limit

the amount of cash 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 and to complete our initial business combination.

performance by our management team and their affiliates, including investments and transactions in which they have participated and businesses

with which they have been associated, may not be indicative of future performance of an investment in the company.

We are required to maintain effective internal controls are necessary to provide timely reliable financial reports and reduce the risk of fraud.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented, or detected and corrected on a timely basis.

We have identified material weaknesses in our internal control and we are taking measure to remediate such material weaknesses.

We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Any failure to develop, implement, or maintain effective internal controls related to our revenue and other accounting, auditing or tax systems and associated reporting could materially adversely affect our business, results of operations, and financial condition or cause us to fail to meet our reporting obligations.

some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A

common stock if we issue certain shares to consummate an initial business combination.

may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in

taxes imposed on stockholders or warrant holders.

Risks Relating to our Search for, and Consummation of or Inability

to Consummate, a Business Combination

We are a blank check company with no operating revenues, and you

have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company incorporated under the laws of the State

of Delaware with no operating revenues.

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.

We have no plans, arrangements or understandings with any

prospective target business concerning a business combination and may be unable to complete our initial business combination.

to complete our initial business combination, we will never generate any operating revenues.

Our stockholders may not be afforded an opportunity to vote on our

proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, 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 if the business combination would not require stockholder approval under applicable law or stock exchange listing

Except for as required by applicable law or stock exchange requirement, the decision as to whether we will seek stockholder

approval of a proposed 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.

Even if we seek stockholder approval, the holders of our founder

shares will participate in the vote on such approval.

Accordingly, we may complete our initial business combination even if a majority

of our public stockholders do not approve of the business combination we complete.

Please see the section entitled “Item 1.

— Stockholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.

Our management concluded that there is substantial doubt about

our ability to continue as a “going concern.”

As of December 31, 2023, we had approximately $314,500 in our

operating bank account, $10.7 million in cash and marketable securities held in the Trust Account to be used for a Business Combination

or to repurchase or redeem its common stock in connection therewith and a working capital deficit of approximately $3,571,000.

unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not

necessarily be limited to, suspending the pursuit of a Business Combination.

We cannot provide any assurance that new financing will be

available to us on commercially acceptable terms, if at all.

Further, our plans to raise capital and to consummate our initial Business

Combination may not be successful.

These factors, among others, raise substantial doubt about our ability to continue as a going concern

through our liquidation date.

The financial statements contained elsewhere in this quarterly report do not include any adjustments that

might result from our inability to consummate a Business Combination or our inability to continue as a going concern.

Your only opportunity to affect the investment decision regarding

a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash .

At the time of your investment in us, you have 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

a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the

business combination, unless we seek such stockholder vote.

Accordingly, your only opportunity to affect the investment decision regarding

our initial 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

If we seek stockholder approval of our initial business combination,

our initial stockholders, management team and the anchor investors have agreed to vote their founder shares in favor of such initial business

combination, regardless of how our public stockholders vote .

Our sponsor, officers and directors have agreed to vote their founder

shares, as well as any public shares purchased (including in open market and privately negotiated transactions), and our anchor investors

have agreed to vote any founder shares held by them, in favor of our initial business combination.

As a result of the recent redemptions

by our public shareholders, our initial stockholders hold a sufficient number of shares to vote in favor of an initial business combination

in order to have our initial business combination approved.

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, and the agreement by the anchor investors

to vote any founder shares held by them, will increase the likelihood that we will receive the requisite stockholder approval for such

initial business combination.

The anchor investors are not required to vote any of their public shares in favor of our initial business

combination or for or against any other matter presented for a stockholder vote.

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 a business combination with a target .

We may seek to enter into a business combination transaction agreement

with minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital

or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

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 business

Consequently, if accepting all properly submitted redemption requests would make us unable to satisfy a minimum cash 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 a business combination

transaction 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

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.

addition, if a larger number of shares is 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 results in the issuance of shares of Class A

common stock on a greater than one-to-one basis upon conversion of the shares of Class B common stock at the time of our

initial business combination.

In addition, 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 amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital

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 shares .

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 immediate liquidity,

you could attempt to sell your shares in the open market;

however, at such time our shares 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 your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

The requirement that we complete our initial business combination

by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate

of incorporation may give potential target businesses leverage over us in negotiating a business combination and may limit the time we

have in which to conduct due diligence on potential business combination targets, in particular 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 a business combination will be aware that we must complete our initial business combination by June 7, 2024, which may be extended

only by the vote of our stockholders to approve an amendment to our amended and restated certificate of incorporation.

Consequently, such

target business may obtain leverage over us in negotiating a 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.

Our search for a business combination, and any target business with

which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak

and other events and the status of debt and equity markets .

Since it was first reported to have emerged in December 2019, a novel

strain of coronavirus, which causes COVID-19, has spread across 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.” The COVID-19 outbreak has adversely

affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could

adversely affect, the economies and financial markets worldwide, potentially including the business of any potential target business with

which we intend to consummate a business combination.

Furthermore, we may be unable to complete a business combination at all if concerns

relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or make it impossible

or impractical to negotiate and consummate a transaction with the target company’s personnel, vendors and services providers in

a timely manner, if at all.

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 events

(such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive 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.

In addition, our ability to consummate a transaction may be dependent

on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events (such as terrorist attacks,

natural disasters or a significant outbreak of other infectious diseases), including as a result of increased market volatility, decreased

market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

Finally, the outbreak of COVID-19 may also have the effect

of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our

securities and cross-border transactions.

We may not be able to complete our initial business combination

by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate

of incorporation, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares

and liquidate .

We may not be able to find a suitable target business and complete

our initial business combination by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to

our amended and restated certificate of incorporation.

Our ability to complete our initial business combination may be negatively impacted

by general market conditions, volatility in the capital and debt markets and the other risks described herein.

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 (which interest shall be net of taxes payable and 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), and (iii) as promptly as reasonably possible following

such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in

each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If we seek stockholder approval of our initial business combination,

our sponsor, initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public

warrants from public stockholders, which may influence a vote on a proposed 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,

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, although

they are under no obligation to do so.

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 the Nasdaq rules.

However, other

than as expressly stated herein, 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 purchases may include a contractual acknowledgment 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, initial stockholders, directors, executive

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

The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase

the likelihood of obtaining stockholder approval of the 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.

We expect 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.

Business — Permitted

purchases of our securities” for a description of how our sponsor, directors, executive officers, advisors or any of their affiliates

will select which stockholders to purchase securities from in any private transaction.

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 proxy rules or tender offer 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 proxy materials or tender offer documents, 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 submit public shares for redemption.

For example, we intend to require our public stockholders seeking to exercise their

redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option,

either deliver their stock certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to

the date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up

to two business days prior to the vote on the proposal to approve the initial business combination.

In addition, if we conduct redemptions

in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit

a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of

such shares is included.

In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or

tender offer materials, as applicable, its shares may not be redeemed.

See the section of this Report entitled “Item 1.

— Delivering Stock Certificates in Connection with the Exercise of Redemption Rights.”

You are not entitled to protections normally afforded to investors

of many other blank check companies.

Since the net proceeds of our IPO 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 selected, we may

be deemed to be a “blank check” company under the United States securities laws.

However, because we have net tangible assets

in excess of $5,000,000 and filed 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

are not afforded the benefits or protections of those rules.

Among other things, this means we will have a longer period of time to complete

our initial business combination than do companies subject to Rule 419.

Moreover, if our IPO was 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 until the funds in the trust account were

released to us in connection with our completion of an initial business combination.

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.

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 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 Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares

without our prior consent.

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 shares in open market transactions, potentially at a loss.

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 their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants

will expire worthless.

expect to encounter 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, domestic and international, 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 similar or greater technical, human and other resources to ours or more local 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 our IPO 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, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the

time of our initial business combination in conjunction with a stockholder vote or via a tender offer.

Target companies will be aware

that this may reduce the resources available to us for our initial business combination.

Any of these obligations may place us at a competitive

disadvantage in successfully negotiating a business combination.

If we are unable to complete our initial business combination, our public

stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public

stockholders, and our warrants will expire worthless.

If the net proceeds of our IPO not being held in the trust account

are insufficient to allow us to operate for at least until June 7, 2024, which may be extended only by the vote of our stockholders to

approve an amendment to our amended and restated certificate of incorporation, 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 and to complete our initial business combination.

Of the net proceeds of our IPO, only $2,000,000 was available to us

initially outside the trust account to fund our working capital requirements.

We believe that the funds available to us outside of the

trust account will be sufficient to allow us to operate for at least until June 7, 2024, which may be extended only by the vote of our

stockholders to approve an amendment to our amended and restated certificate of incorporation;

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 or investors on terms more favorable to such target businesses) with respect to a particular proposed 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.

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.

Neither our sponsor, members of our management team nor any of their 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 warrants

of the post-business combination entity at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical

to the private placement warrants.

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 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 an estimated $10.05 per share, or possibly less, on our redemption of our public shares, and

our warrants will expire worthless.

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 $10.05 per share.

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 (other than our independent registered public accounting firm), 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 consider whether competitive

alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such

third party’s engagement would be in the best interests of the company under the circumstances.

The underwriters of our IPO as

well as our registered independent public accounting firm have not executed agreements with us waiving such claims to the monies held

in the trust account.

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.

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 $10.05 per public share initially held in the trust account, due to claims

of such creditors.

Pursuant to the letter agreement which is filed as an exhibit to this Report, 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 other similar agreement or business combination

agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.05 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 $10.05

per public 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 our IPO

against certain liabilities, including liabilities under the Securities Act.

However, we have not asked our sponsor to reserve for such

indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations

and we believe that our sponsor’s only assets are securities of our company.

Therefore, we cannot assure you that our sponsor would

be able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust account, the funds available

for our initial business combination and redemptions could be reduced to less than $10.05 per public share.

In such event, we may not

be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption

of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation,

claims by vendors and prospective target businesses.

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.

the event that the proceeds in the trust account are reduced below the lesser of (i) $10.05 per 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 $10.05 per public share

due to reductions in the value of the trust assets, in each case less taxes payable, 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 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 $10.05 per share.

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 the members of our board

of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors

and us to claims of punitive damages.

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 some or 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, by paying public stockholders from the trust account prior

to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

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.

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.

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.

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;

● restrictions

on the issuance of securities,

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 with the SEC;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations

that we are not subject to.

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 of securities and that our activities

do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our

assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business is to identify and complete

a 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

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 185 days or less or in

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

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.

account is intended as a holding place for funds pending the earliest to occur of either:

(i) the completion of our initial business

(ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended

and restated certificate of incorporation 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 by June 7, 2024, which may be extended only by the vote of our stockholders to approve

an amendment to our amended and restated certificate of incorporation;

and (iii) absent an initial business combination by June 7,

2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate of incorporation

or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination

activity, 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 a business combination.

If we are unable to complete our initial business

combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for

distribution to public stockholders, and our warrants will expire worthless.

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.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we are 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.

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

by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate

of incorporation 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

18 th month from the closing of our IPO 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 are 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

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.

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 by June 7, 2024, which may be

extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate of incorporation, 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.

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.

accordance with The Nasdaq Stock Market’s corporate governance requirements, we are not required to hold an annual meeting until

no later than one year after our first fiscal year end following our listing on The Nasdaq Stock Market.

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 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

efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic

While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability

of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established

global relationships and operating experience.

Our management team has extensive experience in identifying and executing strategic investments

globally and has done so successfully in a number of sectors.

Our amended and restated certificate of incorporation prohibits us from

effectuating a business combination with another blank check company or similar company with nominal operations.

Because we have not

yet selected 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.

any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer

a reduction in the value of their securities.

Such stockholders or warrant holders 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

materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement

or material omission.

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 .

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 only receive their pro rata portion of the funds in the trust account that

are available for distribution to public stockholders, and our warrants will expire worthless.

are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal 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 stockholders from a

financial point of view .

we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair

market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain

an opinion from an independent investment banking firm which is a member of FINRA or from a valuation or appraisal firm that the price

we are paying is fair to our stockholders 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

Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial

business combination.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely

affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt,

we may choose to incur substantial debt to complete our initial business combination.

We and our officers 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

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

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;

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

inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while

the debt is outstanding;

inability to pay dividends on our Class A common stock;

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 Class A common stock if declared, expenses, capital expenditures, acquisitions and 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;

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.

may only be able to complete one business combination with the proceeds of our IPO 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 products or services.

This lack of diversification

may negatively impact our operations and profitability.

After the redemptions by our initial public offing stockholders, that

occurred in March 2023 and September 2023, we only have approximately $10.7 million left in the Trust Account, before deduction of the

$6,600,000 the Company owes in deferred commissions to its underwriters.

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.

Accordingly, the prospects for our success

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

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

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.

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.

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.

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.

may attempt to complete our initial business combination with a private company about which little information is available, which may

result in a business combination with a company that is not as profitable as we suspected, if at all.

pursuing our 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 a business combination with

a company that is not as profitable as we suspected, if at all.

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete

our initial business combination with which a substantial majority of our stockholders or warrant holders do not agree.

amended and restated certificate of incorporation does not provide a specified maximum redemption threshold.

In addition, our proposed

initial business combination may impose a minimum cash requirement for:

(i) cash consideration to be paid to the target or its owners,

(ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

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 any of their affiliates.

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 business combination exceed

the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares in connection with such

initial business combination, 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.

order to effectuate an initial business combination, special purpose acquisition 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 a business combination, special purpose acquisition

companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements.

For example, special purpose acquisition 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 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision

of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement 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 of incorporation to modify the

substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination by June

7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate of

incorporation, or with respect to any other material provisions relating to stockholders’ rights or pre-initial business

combination activity.

To the extent any of such amendments would be deemed to fundamentally change the nature of our securities offered

through our registration statement, we would register, or seek an exemption from registration for, the affected securities.

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.

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) 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 special purpose acquisition companies.

It may be easier for us, therefore, to amend our amended and restated certificate of incorporation to facilitate the completion of an

initial business combination that some of our stockholders may not support.

amended and restated certificate of incorporation provides that any of its provisions related to pre-business combination activity

(including the requirement to deposit proceeds of our IPO 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) 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.

If we amend such provisions of our amended and restated certificate of incorporation, we will provide our public stockholders with the

opportunity to redeem their public shares in connection with a stockholder meeting.

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.

Our initial stockholders may 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

As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern our pre-business combination

behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a 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, executive officers and directors have agreed, pursuant

to written agreements with us, that they will not propose any amendment to our amended and restated certificate of incorporation 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 by

June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate

of incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial business

combination activity, unless we provide our public stockholders with the opportunity to redeem their 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 (which interest shall be net of taxes payable), divided by the number

of then outstanding public shares.

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, executive 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.

agreements related to our IPO may be amended without stockholder approval.

of the agreements related to our IPO to which we are a party, other than the warrant agreement and the investment management trust agreement,

may be amended without stockholder approval.

Such agreements are:

the underwriting agreement;

the letter agreement among us and our initial

stockholders, sponsor, officers and directors;

the registration rights agreement among us and our initial stockholders;

the private placement

warrants purchase agreement between us and our sponsor;

and the administrative services agreement among us, our sponsor and an affiliate

of our sponsor.

These agreements contain various provisions that our public stockholders might deem to be material.

For example, our

letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private

placement warrants and other securities held by our initial stockholders, sponsor, officers and directors.

Amendments to such agreements

would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so

for a variety of reasons, including to facilitate our initial business combination.

While we do not expect our board of directors to

approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors,

in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement.

Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy materials

or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to any of our

material agreements will be disclosed in a filing with the SEC.

Any such amendments would not require approval from our stockholders,

may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect

on the value of an investment in our securities.

For example, amendments to the lock-up provision discussed above may result

in our initial stockholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect

on the price of our securities.

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.

have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than

we could acquire with the net proceeds of our IPO and the sale of the private placement warrants.

As a result, if the cash portion of

the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public stockholders,

we may be required to seek additional financing to complete such proposed initial business combination.

We cannot 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, we may be required to obtain additional financing in

connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion

of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our

initial business combination, or to fund the purchase of other companies.

If we are unable to complete our initial business combination,

our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution

to public stockholders, 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.

to secure additional financing could have a material adverse effect on the continued development or growth of the target business.

of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business

initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder

vote, potentially in a manner that you do not support.

of our founder shares 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.

If our initial stockholders purchase any

additional Class A common stock in the aftermarket of our IPO or in privately negotiated transactions, this would increase their

Neither our initial stockholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase

additional securities, other than as disclosed in this Report.

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 sponsor, is 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 initial 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 initial business combination.

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.

federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and

pro forma financial statement disclosure.

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, 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 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.

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.

of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual Report on

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an

emerging growth company, 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 business 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.

We have identified a material weakness in our

internal control over financial reporting.

This material weakness could continue to adversely affect our ability to report our results

of operations and financial condition accurately and in a timely manner.

management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose

any changes and material weaknesses identified through such evaluation of those internal controls.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

described elsewhere in this Report, we have identified two significant deficiencies that resulted in immaterial revisions to its previously

reported financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2021, and the quarterly

unaudited financial statements contained in its Form 10-Qs for the quarterly periods ended March 31, 2022, June 30, 2022

and September 30, 2022.

The revisions are reported in Note 2 to the financial statements reported in Item 8 to this Annual Report

on Form 10-K.

The significant deficiencies related to a missed adjustment for shares that were forfeited on October 16, 2021

and a calculation error in the supporting documents for the Company’s income tax footnote.

These two identified significant deficiencies

resulted in the Company’s inability to timely file its Annual Report on Form 10-K, and, thus, resulted in a material weakness

in our internal control over financial reporting.

described in Part II, Item 9A.

Controls and Procedures, below, we have concluded that our internal control over financial reporting

was ineffective as of December 31, 2022 because material weaknesses existed in our internal control over financial reporting.

have taken a number of measures to remediate the material weaknesses described therein;

however, if we are unable to remediate our material

weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information

in a timely and reliable manner and we may incorrectly report financial information.

Likewise, if our financial statements are not filed

on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our Class A common stock is listed,

the SEC or other regulatory authorities.

Failure to timely file will cause us to be ineligible to utilize short form registration statements

on Form S-3 or, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares

to effect an acquisition.

In either case, the existence of material weaknesses or significant deficiencies in internal control over financial

reporting could adversely affect our business and our reputation or investor perceptions of us, which could have a negative effect on

the trading price of our stock.

In addition, we will incur additional costs to remediate material weaknesses in our internal control

over financial reporting, as described in Part II, Item 9A.

Controls and Procedures.

can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified

or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement

and maintain adequate internal control over financial reporting or circumvention of these controls.

In addition, even if we are successful

in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify

irregularities or errors or to facilitate the fair presentation of our financial statements.

the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may

be more competition for attractive targets.

This could increase the cost of our initial business combination and could even result in

our inability to find a target or to consummate an initial business combination.

recent years, the number of special purpose acquisition companies that have been formed has increased substantially.

Many potential targets

for special purpose acquisition companies have already entered into an initial business combination, and there are still many special

purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration.

a result, at times, fewer attractive targets may be available to consummate an initial business combination.

addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available

targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets

companies to demand improved financial terms.

Attractive deals could also become scarcer for other reasons, such as economic or industry

sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate

targets post-business combination.

This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and

consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable

to our investors altogether.

initial business combination and our structure thereafter may not be tax-efficient to our stockholders and warrant holders.

of our business combination, our tax obligations may be more complex, burdensome and uncertain.

we will attempt to structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex,

the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations.

For example, in connection with our initial business combination and subject to any requisite stockholder approval, we may structure

our business combination in a manner that requires stockholders and/or warrant holders to recognize gain or income for tax purposes,

effect a business combination with a target company in another jurisdiction, or reincorporate in a different jurisdiction (including,

but not limited to, the jurisdiction in which the target company or business is located).

We do not intend to make any cash distributions

to stockholders or warrant holders to pay taxes in connection with our business combination or thereafter.

Accordingly, a stockholder

or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or

by selling all or a portion of the shares received.

In addition, stockholders and warrant holders may also be subject to additional income,

withholding or other taxes with respect to their ownership of us after our initial business combination.

addition, we may effect a business combination with a target company that has business operations outside of the United States, and possibly,

business operations in multiple jurisdictions.

If we effect such a business combination, we could be subject to significant income, withholding

and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions.

Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations

federal, state, local and non-U.S.

taxing authorities.

This additional complexity and risk could have an adverse effect on our

after-tax profitability and financial condition.

the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may

be more competition for attractive targets.

This could increase the cost of our initial Business Combination and could even result in

our inability to find a target or to consummate an initial Business Combination.

recent years, the number of special purpose acquisition companies that have been formed has increased substantially.

Many potential targets

for special purpose acquisition companies have already entered into an initial Business Combination, and there are still many special

purpose acquisition companies seeking targets for their initial Business Combination, as well as many such companies currently in registration.

As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify

a suitable target and to consummate an initial Business Combination.

addition, because there are more special purpose acquisition companies seeking to enter into an initial Business Combination with available

targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets

companies to demand improved financial terms.

Attractive deals could also become scarcer for other reasons, such as economic or industry

sector downturns, geopolitical tensions (including the recent outbreak of hostilities between Russia and Ukraine) or increases in the

cost of additional capital needed to close Business Combinations or operate targets post-Business Combination.

This could increase the

cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial Business Combination, and may result

in our inability to consummate an initial Business Combination on terms favorable to our investors altogether.

developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance

by financial institutions or transactional counterparties, could adversely affect our financial condition and results of operations.

events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional

counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors

about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.

For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection

and Innovation, which appointed the Federal Deposit Insurance Corporation (the “FDIC”) as receiver.

Similarly, on March 12,

2023, Signature Bank and Silvergate Capital Corp.

were each swept into receivership.

Although a statement by the Department of the Treasury,

the Federal Reserve and the FDIC indicated that all depositors of SVB would have access to all of their money after only one business

day of closure, including funds held in uninsured deposit accounts, borrowers under credit agreements, letters of credit and certain

other financial instruments with SVB, Signature Bank or any other financial institution that is placed into receivership by the FDIC

may be unable to access undrawn amounts thereunder.

Although we are not a borrower or party to any such instruments with SVB, Signature

Bank or any other financial institution currently in receivership, if any of our lenders or counterparties to any such instruments were

to be placed into receivership, we may be unable to access such funds.

Additionally, we hold no deposits or securities with SVB or Silvergate

As of December 31, 2022, funds in the Trust Account totaled approximately $242,000,000, and were comprised entirely of

government securities with maturities of 185 days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated

under the Investment Company Act.

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.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we are 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.

March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions

involving special purpose acquisition companies and private operating companies;

amending the financial statement requirements applicable

to transactions involving shell companies;

the potential liability of certain participants in proposed business combination transactions;

and the extent to which special purpose acquisition companies could become subject to regulation under the Investment Company Act

of 1940, as amended.

These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability

to negotiate and complete our initial business combination and may increase the costs and time related thereto.

Relating to the Post-Business Combination Company

to our 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 the price of our

securities, which could cause you to lose some or all of your investment.

if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify

all material issues that may be present with 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 or thereafter.

Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination

could suffer a reduction in the value of their securities.

Such stockholders or warrant holders 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 materials or tender offer documents, as applicable, relating to the business combination contained an actionable material

misstatement or material omission.

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 only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders,

and our warrants will expire worthless.

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 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 only receive

their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants

will expire worthless.

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

operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors.

that our success depends on the continued service of our officers and directors, at least until we have completed our initial business

In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs

and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential

business combinations and monitoring the related due diligence.

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.

ability to successfully effect our initial business combination and to be successful thereafter will be 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.

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 engage 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.

Our key personnel may negotiate employment

or consulting agreements with a target business in connection with a particular business combination, and a particular business combination

may be conditioned on the retention or resignation of such key personnel.

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.

key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to

negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously

with the negotiation of the 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 business combination.

Such negotiations also could

make such key personnel’s retention or resignation a condition to any such agreement.

The personal and financial interests of such

individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Delaware

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.

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 business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications

or abilities we suspected.

Should the target business’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.

any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer

a reduction in the value of their securities.

Such stockholders or warrant holders 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.

officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The loss of a business

combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

role of an acquisition 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 acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition

candidate will not wish to remain in place.

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

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.

may structure our 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.

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 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 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 Class A common stock, our stockholders immediately prior to such transaction could own less than a majority

of our outstanding Class A 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 shares than we initially

Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

Relating to Acquiring and Operating a Business in Foreign Countries

we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional

risks that may adversely affect us.

we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may

face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect

such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would

be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing

our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments,

regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated

with companies operating in an international setting, including any of the following:

and difficulties inherent in managing cross-border business operations;

and regulations regarding currency redemption;

corporate withholding taxes on individuals;

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

listing and/or delisting requirements;

and trade barriers;

● regulations

related to customs and import/export matters;

or regional economic policies and market conditions;

changes in regulatory requirements;

in managing and staffing international operations;

payment cycles;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

● underdeveloped

or unpredictable legal or regulatory systems;

● corruption;

of intellectual property;

unrest, crime, strikes, riots and civil disturbances;

changes and political upheaval;

attacks and wars;

● deterioration

of political relations with the United States.

may not be able to adequately address these additional risks.

If we were unable to do so, we may be unable to complete such initial business

combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact

our business, financial condition and results of operations.

business, our search for a business combination, and any target business with which we ultimately consummate a business combination may

be negatively impacted as a result of Russian actions in Ukraine.

February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action,

various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

of this action and related sanctions on the world economy are not determinable as of the date of this Report and the specific impact

on the company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this Report.

These actions and related sanctions could adversely affect economies and financial markets worldwide, business operations and the conduct

of commerce generally, and the business of any potential target business with which we consummate a business combination could be, or

may already have been, materially and adversely affected.

The extent to which these actions and related sanctions impact our search for

and ability to consummate a business combination will depend on future developments, which are highly uncertain and cannot be predicted.

Relating to our Management Team

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

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.

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.

performance by our management team and their affiliates may not be indicative of future performance of an investment in us.

regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational

purposes only.

The past performance of our management team or their respective affiliates, including with respect to Fusion I and Fusion

II, is not a guarantee of either:

(i) 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.

Other than Mr.

Gary, no member of our management

team has had management experience with special purpose acquisition corporations in the past.

You should not rely on the historical record

of our management team’s or their respective affiliates’ performance as indicative of any future performance.

may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented

to us and we determine that such candidate offers an attractive business combination opportunity for our company.

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 than a direct investment, if an opportunity were available, in a 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 Report regarding the areas

of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

our management may not be able to ascertain or assess adequately all of the relevant 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.

stockholders are unlikely to have a remedy for such reduction in value.

executive 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.

executive officers and directors are not required to, and do 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 a business combination and their other businesses.

do not intend to have any full-time employees prior to the completion of our initial business combination.

Each of our executive officers

is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are

not obligated to contribute any specific number of hours per week to our affairs.

Our independent directors also serve as officers and

board members for other entities.

If our executive 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 executive officers’ and directors’ other business affairs, please see “Item 10.

Directors, Executive Officers

and Corporate Governance.”

officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other

entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be

we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses.

Each 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 to

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 provides 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 the 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.

addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours

or may pursue other business or investment ventures during the period in which we are seeking an initial business combination.

companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination.

a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest

that you should be aware of, please see “Item 10.

Directors, Executive Officers and Corporate Governance,” “Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of Interest” and “Item 13.

Certain Relationships and

Related Transactions, and Director Independence.”

executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict

with our interests.

have not adopted a policy that expressly prohibits our directors, executive 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 a business combination with a target business that is affiliated with our sponsor,

our directors or executive officers, although we do not intend to do so.

Nor do we 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.

personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target

business and completing a business combination.

Consequently, our directors’ and officers’ discretion in identifying and

selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of

a particular business combination are appropriate and in our stockholders’ best interest.

If this were the case, it would be a

breach of their fiduciary duties to us as a matter of Delaware law and we or our stockholders might have a claim against such individuals

for infringing on our stockholders’ rights.

However, we might not ultimately be successful in any claim we may make against them

for such reason.

may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated

with our sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest.

light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses

affiliated with our sponsor, executive officers, directors or existing holders.

Our directors also serve as officers and board members

for other entities, including, without limitation, those described under “Item 10.

Directors, Executive Officers and Corporate

Governance—Conflicts of Interest.” Such entities may compete with us for business combination opportunities.

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 substantive discussions concerning a 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 a business combination as set forth

Business — Business Combination Criteria and Process” and such transaction was approved by a majority of

our independent and disinterested directors.

Despite our agreement to obtain an opinion from an independent investment banking firm which

is a member of FINRA or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business

combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or existing

holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous

to our public stockholders as they would be absent any conflicts of interest.

our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed

(other than with respect to public shares they may acquire), a conflict of interest may arise in determining whether a particular business

combination target is appropriate for our initial business combination.

May 5, 2021, our sponsor paid $25,000 to cover certain of our offering costs in exchange for 6,181,250 founder shares, or approximately

$0.004 per share.

On July 29, 2021, we effected a 1:1.1162791 stock split of our Class B common stock, resulting in our sponsor

holding an aggregate of 6,900,000 founder shares.

On October 16, 2021, as a result of the underwriters’ over-allotment option

expiring unexercised, our sponsor surrendered 900,000 shares of Class B common stock for no consideration, resulting in our sponsor

holding an aggregate of 6,000,000 founder shares.

Prior to the initial investment in the company of $25,000 by the sponsor, the company

had no assets, tangible or intangible.

The purchase price of the founder shares was determined by dividing the amount of cash contributed

to the company by the number of founder shares issued.

number of founder shares outstanding was determined based on the expectation that the total size of our IPO would be a maximum of 27,600,000

units if the underwriters’ over-allotment option was exercised in full, and therefore that such founder shares would represent

20% of the outstanding shares after our IPO.

The founder shares will be worthless if we do not complete an initial business combination.

In addition, our sponsor purchased an aggregate of 7,500,000 private placement warrants, each exercisable for one share of Class A

common stock at $11.50 per share, for an aggregate purchase price of $7,500,000, or $1.00 per warrant, that will also be worthless if

we do not complete our initial business combination.

The personal and financial interests of our executive 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.

This risk may become more acute as the 18-month anniversary

of the closing of our IPO nears, which is the deadline for our completion of an initial business combination.

time to time, we and members of our management team may be subject to legal proceedings, regulatory disputes, and governmental inquiries

that could cause us to incur significant expenses, divert our management’s attention, and materially harm our financial condition.

time to time, we may be subject to claims, lawsuits, government investigations, and other proceedings involving competition and antitrust,

securities, tax, commercial disputes, and other matters that could adversely affect our financial condition.

Litigation and regulatory

proceedings may be protracted and expensive, and the results are difficult to predict.

Additionally, such litigation and regulatory

proceedings require a great deal of financial resources and attention from us and our management team.

Adverse outcomes with respect

to litigation or any of these legal proceedings may result in significant settlement costs or judgments, or penalties and fines, and

could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price

of our securities.

of our management team have been involved in a wide variety of businesses.

Such involvement has, and may lead to, media coverage

and public awareness.

As a result, members of our management team and the related companies may from time to time be involved in

civil disputes or governmental investigations unrelated to our business.

Any such claims or investigations may be detrimental to

our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse

effect on the price of our securities.

Relating to our Securities

will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

Therefore, to liquidate

your investment, 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 earlier 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 tendered in connection with a stockholder vote to amend our amended and

restated certificate of incorporation 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 by June 7, 2024, which may be extended only by the vote of our stockholders to approve an

amendment to our amended and restated certificate of incorporation or with respect to any other material provisions 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 by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment

to our amended and restated certificate of incorporation, subject to applicable law and as further described herein.

In addition, if our

plan to redeem our public shares if we are unable to complete an initial business combination by June 7, 2024, which may be extended only

by the vote of our stockholders to approve an amendment to our amended and restated certificate of incorporation, is not completed for

any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval

prior to the distribution of the proceeds held in our trust account.

In that case, public stockholders may be forced to wait beyond June

7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate of

incorporation before they receive funds from our trust account.

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

Nasdaq Stock Market 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.

order to continue listing our securities on The Nasdaq Stock Market prior to our initial business combination, we must maintain certain

financial, distribution and share price levels.

Generally, we must maintain a minimum amount in market value of listed securities (generally

$50,000,000) and a minimum number of holders of our securities (generally 400 public holders).

Additionally, in connection with our initial

business combination, we will be required to demonstrate compliance with The Nasdaq Stock Market’s initial listing requirements,

which are more rigorous than The Nasdaq Stock Market’s continued listing requirements, in order to continue to maintain the listing

of our securities on The Nasdaq Stock Market.

We cannot assure you that we will be able to meet those initial listing requirements at

The Nasdaq Stock Market 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:

limited availability of market quotations for our securities;

liquidity for our securities;

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;

limited amount of news and analyst coverage;

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

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 our Class A common stock and warrants

are listed on The Nasdaq Stock Market, our Class A common stock and units qualify as covered securities under the statute.

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 The Nasdaq Stock Market, our securities would not qualify as covered securities

under the statute and we would be subject to regulation in each state in which we offer our securities.

will not be permitted to exercise your warrants unless we register and qualify the underlying Class A common stock or certain exemptions

are available.

the issuance of the Class A common stock upon exercise of the warrants is not registered, qualified or exempt from registration

or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise

such warrants and such warrants 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 Class A common stock included in the units.

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 post-effective amendment to the registration

statement of which our prospectus forms a part, initially filed with the SEC on August 11, 2021, or a new registration statement

covering 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 shares of 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.

the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act, under the

terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and,

instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

no event will warrants 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 or qualification is available.

our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such

that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our

option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a

cashless basis in accordance with Section 3(a)(9) of the Securities Act;

in the event we so elect, we will not be required to file

or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities

laws, and in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying the warrants under

applicable state securities laws to the extent an exemption is not available.

no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above)

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 the Securities Act or applicable state securities laws.

may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you

will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.

The warrant agreement provides that in the following circumstances

holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and will, instead, be required to do so

on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:

(i) if the shares of Class A common stock

issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement;

(ii) if we have so elected and the shares of Class A common stock are at the time of any exercise of a warrant not listed on

a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of

the Securities Act;

and (iii) if we have so elected and we call the public warrants for redemption.

If you exercise your public warrants

on a cashless basis, you 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 excess of the “fair market value” of our shares of Class A common stock (as defined in

the next sentence) over the exercise price of the warrants by (y) the fair market value.

The “fair market value” is the

average reported closing price of the shares of 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.

grant of registration rights to our initial stockholders, the anchor investors and holders of our private placement warrants 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 shares of Class A common stock.

to an agreement entered into concurrently with the issuance and sale of the securities in our IPO, our initial stockholders, the anchor

investors, the underwriters and their permitted transferees can demand that we register the shares of Class A common stock into

which founder shares are convertible, holders of our private placement warrants and their permitted transferees can demand that we register

the private placement warrants and the Class A common stock issuable upon exercise of the private placement warrants 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 conversion of such warrants.

The registration rights are exercisable with respect to the founder shares and

the private placement warrants and the Class A common stock issuable upon exercise of such private placement warrants.

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 shares of common stock owned by our initial

stockholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees

are registered.

may issue additional shares of Class A common stock or shares of 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 founder shares 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.

amended and restated certificate of incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, par

value $0.0001 per share, 20,000,000 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.

As of the date of this Annual Report, there are 192,051,393 and 19,100,000 authorized but unissued

shares of Class A common stock and Class B common stock, respectively, available for issuance which amount does not take into

account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B common

The Class B common stock is automatically convertible into Class A common stock concurrently with or immediately following

the consummation of our initial business combination or upon the election of each holder, initially at a one-for-one ratio

but subject to adjustment as set forth herein and in our amended and restated certificate of incorporation.

As of the date of this Annual

Report, there are no shares of preferred stock issued and outstanding.

We may issue a substantial number of additional shares of Class A

common stock or shares of 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 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

as set forth therein.

However, our amended and restated certificate of incorporation provides, among other things, that prior to our initial

business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust

account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment

to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond

by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate

of incorporation or (y) amend the foregoing provisions.

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.

The issuance of

additional shares of common stock or shares of preferred stock:

significantly dilute the equity interest of existing investors;

subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded

our Class A common stock;

cause a change in control if a substantial number of shares of Class A 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;

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

some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A

common stock if we issue certain shares to consummate an initial business combination.

founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation

of our initial business combination or upon the election of each holder 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.

case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our

initial business combination, the number of shares 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 shares of Class A common stock outstanding after

such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the

total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked

securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business

combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into

shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement

warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder

shares will never occur on a less than one-for-one basis.

This is different than some other similarly structured special purpose

acquisition companies in which the initial stockholders will only be issued an aggregate of 20% of the total number of shares to be outstanding

prior to the initial business combination.

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 50% 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 Class A common stock purchasable upon exercise of a warrant could be decreased,

all without your approval.

warrants were 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 50% 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 50% 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 50% 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 (at a ratio different than initially provided), shorten the exercise period or

decrease the number of shares of Class A common stock purchasable upon exercise of a warrant.

warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New

York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which

could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

warrant agreement provides that, subject to applicable law:

(i) any action, proceeding or claim against us arising out of or relating

in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New

York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction,

which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

The warrant agreement also provides that we

will waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum.

Notwithstanding the foregoing,

these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act

or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented

to the forum provisions in our warrant agreement.

If any action, the subject matter of which is within the scope of the forum provisions

of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the

Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed

to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection

with any action brought in any such court to enforce the forum provisions (an “enforcement action”) and (y) having service

of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign

action as agent for such warrant holder.

This choice-of-forum provision

may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company,

which may discourage such lawsuits.

Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable

with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving

such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations

and result in a diversion of the time and resources of our management and board of directors.

of our warrants are accounted for as a warrant liability and are recorded at fair value with changes in fair value each period reported

in earnings, which may have an adverse effect on the market price of our common stock or may make it more difficult for us to consummate

an initial business combination.

account for the 20,700,000 warrants issued in connection with our IPO (including 12,000,000 warrants sold as part of the units in our

IPO and the 8,700,000 private placement warrants) in accordance with the guidance contained in Derivatives and Hedging — Contracts

in Entity’ Own Equity (ASC 815-40).

Such guidance provides that because the warrants do not meet the criteria for equity

treatment thereunder, each warrant must be recorded as a liability.

Accordingly, we classify each warrant as a liability at its fair

This liability is subject to re-measurement at each balance sheet date.

With each such re-measurement, the

warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations and therefore

our reported earnings.

The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock.

In addition, potential targets may seek a special purpose acquisition company that does not have warrants that are accounted for as a

warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

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

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 closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for

stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common

stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as

described elsewhere in this Report) for any 20 trading days within a 30 trading-day period ending on the third trading day

prior to proper notice of such redemption provided that on the date we give notice of redemption.

We will not redeem the warrants unless

an effective 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 exercise our redemption right even if we are unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding warrants could

force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to

do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) 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 their

initial purchasers or their permitted transferees.

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

our initial business combination.

issued warrants to purchase 12,000,000 shares of our Class A common stock as part of the units offered by our IPO and, simultaneously

with the closing of our IPO, we issued in a private placement an aggregate of 8,700,000 private placement warrants, each exercisable

to purchase one share of Class A common stock at $11.50 per share.

In addition, if our sponsor or an affiliate of our sponsor or

certain of our officers and directors makes any working capital loans, such lender may convert those loans into up to an additional 1,500,000

private placement warrants, at the price of $1.00 per warrant.

To the extent we issue common stock to effectuate a business transaction,

the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants

could make us a less attractive acquisition vehicle to a target business.

Such warrants, when exercised, will increase the number of

issued and outstanding shares of Class A common stock and reduce the value of the Class A common stock issued to complete the

business transaction.

Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of

acquiring the target business.

nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public

shares upon the consummation of our initial business combination.

the time of consummation of our IPO, the amount in our trust account was initially anticipated to be $10.05 per public share, implying

an initial value of $10.05 per public share.

However, prior to our IPO, our sponsor paid a nominal aggregate purchase price of $25,000

for the founder shares, or approximately $0.004 per share.

On July 29, 2021, we effected a 1:1.1162791 stock split of our Class B

common stock, resulting in our sponsor holding an aggregate of 6,900,000 founder shares.

On October 16, 2021, as a result of the

underwriters’ over-allotment option expiring unexercised, our sponsor surrendered 900,000 shares of Class B common stock for

no consideration, resulting in our sponsor holding an aggregate of 6,000,000 founder shares.

As a result, the value of your public shares

may be significantly diluted upon the consummation of our initial business combination, when the founder shares are converted into public

value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal

price paid for them, even if the trading price of our common stock at such time is substantially less than $10.00 per share.

sponsor has invested in us an aggregate of $7,525,000, comprised of the $25,000 purchase price for the founder shares and the $7,500,000

purchase price for the private placement warrants.

Assuming a trading price of $10.00 per share upon consummation of our initial business

combination, the 6,000,000 founder shares would have an aggregate implied value of $46,080,000.

Even if the trading price of our common

stock was as low as approximately $1.25 per share, and the private placement warrants were worthless, the value of the founder shares

would be equal to the sponsor’s initial investment in us.

As a result, our sponsor is likely to be able to recoup its investment

in us and make a substantial profit on that investment, even if our public shares have lost significant value.

Accordingly, our management

team, which owns interests in our sponsor, may have an economic incentive that differs from that of the public stockholders to pursue

and consummate an initial business combination rather than to liquidate and to return all of the cash in the trust to the public stockholders,

even if that business combination were with a riskier or less-established target business.

For the foregoing reasons, you should consider

our management team’s financial incentive to complete an initial business combination when evaluating whether to redeem your shares

prior to or in connection with the initial business combination.

Excise Tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities, hinder our ability to consummate

an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation.

August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”),

which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by a domestic corporation beginning

in 2023, with certain exceptions (the “Excise Tax”).

Because we are a Delaware corporation and our securities trade on The

Nasdaq Stock Market, we are a “covered corporation” within the meaning of the Inflation Reduction Act.

While not free from

doubt, it is possible that the Excise Tax will apply to any redemptions of our common stock after December 31, 2022, including redemptions

in connection with an initial Business Combination and any amendment to our certificate of incorporation to extend the time to consummate

an initial Business Combination, unless an exemption is available.

Issuances of securities in connection with an initial Business Combination

transaction (including any PIPE transaction at the time of an initial Business Combination) are expected to reduce the amount of the

Excise Tax in connection with redemptions occurring in the same taxable year (generally by the value of the securities issued), but the

value of the securities redeemed may exceed the value of the securities issued.

Consequently, the value of your investment in

our securities may decrease as a result of the Excise Tax.

In addition, the Excise Tax may make a transaction with us less appealing

to potential business combination targets, and thus potentially hinder our ability to enter into and consummate an initial Business Combination,

particularly an initial Business Combination in which substantial PIPE issuances are not contemplated.

Further, the application of the

Excise Tax in the event of a liquidation is uncertain absent further guidance.

are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of

certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make

our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

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 internal controls 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

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.

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

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 accounting standards used.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies

may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our

common stock held by non-affiliates exceeds $250 million as of the prior June 30 th , and (2) our annual revenues

exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds

$700 million as of the prior June 30 th .

To the extent we take advantage of such reduced disclosure obligations, it may

also make comparison of our financial statements with other public companies difficult or impossible.

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 shares of Class A common stock and could entrench management.

amended and restated certificate of incorporation contains 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 stock, which may make more difficult the removal of management 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.

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

and officers.

amended and restated certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that

(i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty

owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors,

officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws,

or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine

may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of

the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the

indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination),

(B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court

of Chancery does not have subject matter jurisdiction.

If an action is brought outside of Delaware, the stockholder bringing the suit

will be deemed to have consented to service of process on such stockholder’s counsel.

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, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may

have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived

our compliance with federal securities laws and the rules and regulations thereunder.

Notwithstanding the foregoing, our amended and

restated certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce a duty or

liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Section 27 of

the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange

Act or the rules and regulations thereunder.

Additionally, unless we consent in writing to the selection of an alternative forum, the

federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities

Act against us or any of our directors, officers, other employees or agents.

Any person or entity purchasing or otherwise acquiring any

interest in our securities shall be deemed to have notice of and consented to these provisions.

We note, however, that there is uncertainty

as to whether a court would enforce these exclusive forum provisions and that investors cannot waive compliance with the federal securities

laws and the rules and regulations thereunder.

Section 22 of the Securities Act creates concurrent jurisdiction for state and federal

courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

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 limit our stockholders’ ability to obtain a favorable judicial forum for disputes

with us and may have the effect of discouraging lawsuits against our directors and officers.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of

third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or

to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of

them, could have adverse consequences on our business and lead to financial loss.

We are a smaller reporting

company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

We reserve the right not to provide risk factors in our future filings.

An investment in our common

stock involves a high degree of risk.

Before deciding to purchase, hold, or sell our common stock, you should consider carefully the risks

described below in addition to the cautionary statements and risks described elsewhere in this Annual Report and in our other filings

with the SEC, including our registration statements and reports on Forms 10-K, 10-Q and 8-K.

The risks and uncertainties described below

are not the only ones we face.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also

impair our business operations.

If any of these known or unknown risks or uncertainties actually occur, our business, financial condition,

results of operations or cash flows could be seriously harmed.

This could cause the trading price of our common stock to decline, resulting

in a loss of all or part of your investment.

Risks Related to Alpha Modus’ Business

The Company had operating losses and negative

cash flows from operating activities in the past, and it may not achieve or sustain profitability.

The Company had an operating

loss of $834,895 and net cash used in operating activities of $1,676,499 in 2024.

The Company cannot assure you that it will be able to

generate net profit or positive cash flows from operating activities in the future.

Its future revenue growth and profitability will depend

on a variety of factors, many of which are beyond its control.

These factors include effectiveness of its monetization strategy, its ability

to control costs and expenses and to manage its growth effectively, market competition, and the macroeconomic and regulatory environment.

The Company may fail to develop and improve its operational, financial and managerial controls, enhance its financial reporting systems

and procedures, recruit, train and retain skilled professional personnel, or maintain customer satisfaction to effectively support and

manage its future growth.

If the Company invests substantial time and resources to expand its patent family but fails to manage the growth

of its business and capitalize on its growth opportunities effectively, it may not be able to achieve profitability, and its business,

financial condition, results of operations and prospects would be materially and adversely affected.

If Alpha Modus is unable to continue as

a going concern, its securities will have little or no value.

Although the Company’s

audited financial statements for the years ended December 31, 2024 and 2023, were prepared under the assumption that it would continue

our operations as a going concern, the reports of its independent registered public accounting firm that accompanies its financial statements

for the years ended December 31, 2024 and 2023, contain a going concern qualification in which such firm expressed substantial doubt about

the Company’s ability to continue as a going concern, based on its financial statements and results at that time, including its

lack of current revenues, recurring losses from operations and net capital deficiency.

The Company expects to continue

to incur significant expenses in 2025.

The Company’s prior losses and potential expected future losses have had, and will continue

to have, an adverse effect on its financial condition.

In addition, continued operations and the Company’s ability to continue as

a going concern may be dependent on its ability to obtain additional financing in the near future and thereafter, and there are no assurances

that such financing will be available to it at all or will be available in sufficient amounts or on reasonable terms.

The Company’s

financial statements do not include any adjustments that may result from the outcome of this uncertainty.

If the Company is unable to

generate sufficient additional funds in the future through operations, financings or from other sources or transactions, it will exhaust

its resources and will be unable to continue operations.

If it cannot continue as a going concern, its shareholders would likely lose

most or all of their investment in it.

The artificial intelligence (AI) technology

market in which Alpha Modus participates is competitive, and if it does not compete effectively, its business, operating results and financial

condition could be harmed.

The AI market is competitive

and rapidly evolving.

The principal competitive factors in Alpha Modus’ market include research and development capabilities, industry

know-how, continuous capital investment, product portfolio, among others.

Many of Alpha Modus’ competitors have substantial competitive

advantages, including larger scale, longer operating history, greater brand recognition, more established relationships with customers,

suppliers and partners, and greater financial, research and development, marketing and other resources.

As a result, Alpha Modus’

competitors may be able to respond more quickly and effectively than Alpha Modus can to new or changing opportunities, technologies, standards

or customer requirements.

In addition, some competitors may offer products, solutions and services that address one or more number of

functions with greater depth, application, or functionality greater than Alpha Modus’ solutions and technologies.

existing and potential competitors may develop and market new products, solutions and services with functionality comparable to it.

Alpha Modus is unable to compete successfully against its current or potential competitors, its business, financial condition, and results

of operations may be materially and adversely impacted.

If Alpha Modus fails to adapt and respond

effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements

or preferences, its business may be materially and adversely affected.

The AI industry market is

subject to rapid technological changes, evolving industry standards, regulations and customer needs, requirements and preferences.

success of Alpha Modus’ business will depend, in part, on its ability to adapt and respond to these changes on an effective and

timely basis.

If it fails to improve its technologies in a way that satisfies potential users or customers of intellectual property that

keep pace with rapid technological and industry changes, its business, operating results and financial condition could be adversely affected.

If new technologies emerge that are able to deliver competitive products, solutions and services at lower prices, more efficiently, more

conveniently or more securely, such technologies could adversely impact Alpha Modus’ ability to compete effectively.

Issues arising in connection with the use

of AI in the market generally may result in reputational harm or liability to Alpha Modus.

As with many disruptive innovations,

AI presents risks and challenges that could affect its adoption, and therefore Alpha Modus’ business.

AI algorithms may be flawed.

Datasets may be insufficient or contain biased information.

Inappropriate or controversial data practices could impair the acceptance

of AI solutions.

These deficiencies could undermine the decisions, predictions, or analysis AI applications produce, subjecting the providers

of AI technologies generally, including Alpha Modus, to competitive harm, legal liability, and brand or reputational harm.

Some AI scenarios

present ethical or data privacy issues.

If Alpha Modus enables or offers AI solutions that are controversial because of their impact on

human rights, privacy, employment, or other social issues, it may experience brand or reputational harm.

Risks Related to Alpha Modus’ Intellectual

Alpha Modus may fail to obtain, maintain,

and protect its intellectual property rights and proprietary information or prevent third parties from any unauthorized use of its technologies.

Alpha Modus’ trade secrets,

trademarks, patents, and other intellectual property rights are critical to its success.

Alpha Modus expects to rely on confidentiality

agreements and non-compete agreements with third parties to protect its intellectual properties.

However, events beyond its control may

pose threats to its intellectual property rights and the integrity of its technologies and brand.

Effective protection of Alpha Modus’

intellectual property rights is expensive and challenging.

While Alpha Modus has taken measures to protect its intellectual property rights

by filing patent applications, pursuing patent prosecution, and obtaining patents in the United States, such efforts are inadequate to

guard against and prohibit potential infringement and misappropriation.

In addition, Alpha Modus’ intellectual property rights may

be declared invalid or unenforceable by the courts.

Furthermore, Alpha Modus cannot assure you that any of its pending patent or other

intellectual property rights applications will ultimately proceed to registration or will result in registration with adequate scope for

its business.

Some of Alpha Modus’ applications or registrations may be successfully challenged or invalidated by others.

Modus’ intellectual property rights applications are not successful, it may have to use different intellectual property rights for

its affected technologies, or seek to enter into arrangements with any third parties who may have prior registrations, applications or

rights, which might not be available on commercially reasonable terms, if at all.

If Alpha Modus fails to protect or enforce its intellectual

property rights, its competitors may use its technologies without authorization.

As a result, future customers and partners could then

devalue Alpha Modus’ technologies, and Alpha Modus’ ability to compete effectively may be impaired, which could have a material

adverse effect on its business, financial condition and results of operations.

Alpha Modus will likely become subject to

intellectual property disputes, which are typically costly and may subject us to significant liability and increased costs of business.

Alpha Modus competes in markets

where there are a large number of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights, as well

as disputes regarding infringement of these rights.

Alpha Modus intends to enforce its patent rights by bringing legal claims against

other parties, and its competitors and other third parties may, whether rightly or falsely, bring legal claims against it for infringing

on their intellectual property rights.

The intellectual property laws in the United States, which cover the validity, enforceability and

scope of protection of intellectual property rights, are evolving, and litigation is a popular means to resolve commercial disputes.

intellectual property lawsuits against Alpha Modus, whether successful or not, may harm our brand and reputation.

Prosecuting and defending

intellectual property claims is costly and can impose a significant burden on our management and resources.

Any intellectual property

litigation to which Alpha Modus becomes a party may require it to do one or more of the following:

cease selling, licensing, or using products or features that incorporate the intellectual property rights that Alpha Modus allegedly infringes, misappropriates, or violates;

make substantial payments for legal fees, settlement payments, or other costs or damages, including indemnification of third parties;

obtain a license or enter into a royalty agreement, either of which may not be available on reasonable terms or at all, in order to obtain the right to sell or use the relevant intellectual property;

redesign the allegedly infringing products or services to avoid infringement, misappropriation, or violation, which could be costly, time-consuming, or impossible.

Further, there is no guarantee

that Alpha Modus can obtain favorable judgment in its legal cases, in which case it may need to pay damages or be forced to cease using

certain intellectual property that is critical to our technology or service offerings.

Any resulting liabilities or expenses or required

changes to technologies may have a material adverse effect on Alpha Modus’ business, results of operations, and prospects.

Alpha Modus’ intellectual property

business is reliant on the strength of is patent portfolios and is subject to evolving legislation, regulations, and rules associated

with patent law, which may adversely affect its business.

The success of Alpha Modus’

intellectual property business is heavily dependent on obtaining and enforcing patents.

Patent acquisition and enforcement is costly,

time-consuming, and inherently uncertain.

Obtaining and enforcing patents across various industries, including the artificial intelligence

industry, involves a high degree of technological and legal complexity.

Alpha Modus’ patent rights may be affected by developments

or uncertainty in U.S.

or foreign patent statutes, patent case law, U.S.

Patent and Trademark Office (“USPTO”) rules and regulations

and the rules and regulations of foreign patent offices.

In addition, the United States may, at any time, enact changes to U.S.

law and regulations, including by legislation, by regulatory rulemaking, or by judicial precedent, that adversely affect the scope of

patent protection available and weaken the rights of patent owners to obtain patents, enforce against patent infringement and obtain injunctions

and/or damages.

For example, over the past several years, the Court of Appeals for the Federal Circuit and the Supreme Court issued various

opinions, and the USPTO modified its guidance for practitioners on multiple occasions, either narrowing the scope of patent protection

available in certain circumstances or weakening the rights of patent owners in certain situations.

Other countries may likewise enact

changes to their patent laws in ways that adversely diminish the scope of patent protection and weaken the rights of patent owners to

obtain patents, enforce against patent infringement, and obtain injunctions and/or damages.

In addition to increasing uncertainty with

regard to Alpha Modus’ ability to obtain patents in the future, this combination of events has created uncertainty with respect

to the value of patents, once obtained.

Alpha Modus cannot predict the breadth of claims that may be allowed or enforced in its patents

or in third-party patents, and whether Congress or other foreign legislative bodies may pass patent reform legislation that is unfavorable

to it, which may, in turn, affect the value of its patent assets.

Further, the United States

and other governments may, at any time, enact changes to law and regulation that create new avenues for challenging the validity of issued

For example, the Leahy-Smith America Invents Act (described in more detail in the following risk factor) created new administrative

post-grant proceedings, including post-grant review, inter-partes review, and derivation proceedings that allow third parties to challenge

the validity of issued patents.

This applies to all of Alpha Modus’ patents.

Because of a lower evidentiary standard in USPTO proceedings

compared to the evidentiary standard in U.S.

federal courts necessary to invalidate a patent claim, a third party could potentially provide

evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to

invalidate the claim if first presented in a district court action.

In addition to increasing uncertainty with regard to Alpha Modus’

ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once

Depending on decisions by the U.S.

Congress, the federal courts, and the USPTO, the laws and regulations governing patents could

change in unpredictable ways that could weaken Alpha Modus’ ability to obtain new patents or to enforce its existing patents and

patents that it might obtain in the future.

Additionally, new rules regarding

the burden of proof in patent enforcement actions could significantly increase the cost of Alpha Modus’ enforcement actions, and

new standards or limitations on liability for patent infringement could negatively impact Alpha Modus’ revenue derived from such

enforcement actions.

In addition, recent federal court decisions have lowered the threshold for obtaining attorneys’ fees in patent

infringement cases and increased the level of deference given to a district court’s fee-shifting determination.

These decisions

may make it easier for district courts to shift a prevailing party’s attorneys’ fees to a non-prevailing party if the district

court believes that the case was weak or conducted in an abusive manner.

As a result, defendants in patent infringement actions brought

by non-practicing entities may elect not to settle because these decisions make it much easier for defendants to get attorneys’

Finally, it is difficult to

predict the outcome of patent enforcement litigation at the trial level and outcomes can be unfavorable.

It can be difficult to understand

complex patented technologies, and as a result, this may lead to a higher rate of unfavorable litigation outcomes.

Moreover, in the event

of a favorable outcome, there is often a higher rate of successful appeals in patent enforcement litigation than more standard business

Such appeals are expensive and time consuming, resulting in increased costs and a potential for delayed or foregone revenue

opportunities in the event of modification or reversal of favorable outcomes.

Although Alpha Modus plans to diligently pursue enforcement

litigation, it cannot predict with reliability the decisions that may made by juries and trial courts.

Changes to patent laws in the United States

and other jurisdictions could diminish the value of patents in general, thereby impairing Alpha Modus’ ability to protect its product

or its current or future product candidates.

Alpha Modus’ success

is heavily dependent on intellectual property, particularly patents.

Obtaining and enforcing patents is costly, time consuming and inherently

Patent reform legislation in the United States and other countries, including the Leahy-Smith America Invents Act (the “Leahy-Smith

Act”), contributes to those uncertainties and costs.

The Leahy-Smith Act includes a number of significant changes to U.S.

These include provisions that have affected the way patent applications are prosecuted and have redefined prior art and provided

more efficient and cost-effective avenues for competitors to challenge the validity of patents.

In addition, the Leahy-Smith Act has transformed

patent system into a first-to-file system in which, assuming that other requirements of patentability are met, the first inventor

to file a patent application will be entitled to the patent regardless of whether a third party was first to invent the claimed invention.

A third party that has filed a patent application in the USPTO after March 2013 but before Alpha Modus could therefore be awarded a patent

covering an invention of Alpha Modus even if Alpha Modus had made the invention before it was made by such third party.

This requires

Alpha Modus or its licensees to be cognizant of the time from invention to filing of a patent application.

Furthermore, Alpha Modus’

ability to obtain and maintain valid and enforceable patents depends on whether the differences between its technology and the prior art

allow its technology to be patentable over the prior art.

Since patent applications in the United States and most other countries are

confidential for a period of time after filing or until issuance, Alpha Modus cannot be certain that it was the first to either (i) file

any patent application related to its product or product candidates, or (ii) invent any of the inventions claimed in its patents or patent

applications.

Even where Alpha Modus has a valid and enforceable patent, Alpha Modus or its licensees may not be able to exclude others

from practicing the claimed invention where the other party can show that they used the invention in commerce before our filing date or

the other party benefits from a compulsory license.

Among some of the other changes

introduced by the Leahy-Smith Act are changes that (i) affect the way patent applications are prosecuted, (ii) redefine prior art, and

(iii) provide more efficient and cost-effective avenues for competitors to challenge the validity of patents.

These include changes that

limit where a patentee may file a patent infringement suit and provide new opportunities for third parties to challenge issued patents

in the USPTO.

Alpha Modus or its licensees may be subject to the risk of third-party prior art submissions on pending applications or

become a party to opposition, derivation, reexamination, inter partes review, post-grant review or interference proceedings challenging

There is a lower standard of evidence necessary to invalidate a patent claim in a USPTO proceeding relative to the standard

district or federal court.

This could lead third parties to challenge and successfully invalidate Alpha Modus or its licensees’

patents that would not otherwise be invalidated if challenged through the court system.

Accordingly, a third party may attempt to use

the USPTO procedures to invalidate Alpha Modus or its licensees’ patent claims that would not have been invalidated if first challenged

by the third party as a defendant in a district court action.

Thus, the Leahy-Smith Act and its implementation increase the uncertainties

and costs surrounding the prosecution of Alpha Modus or its future licensees’ patent applications and the enforcement or defense

of Alpha Modus’ issued patents, all of which could have a material adverse effect on our business, financial condition, results

of operations and prospects.

Additionally, the U.S.

Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances

or weakening the rights of patent owners in certain situations.

In addition, there have been recent proposals for additional changes to

the patent laws of the United States and other countries that, if adopted, could impact Alpha Modus or its licensees’ ability to

obtain or maintain patent protection for Alpha Modus or its out-licensed proprietary technology or Alpha Modus’ or its licensees’

ability to enforce Alpha Modus or its out-licensed proprietary technology, respectively.

Depending on future actions by the U.S.

courts, the USPTO and the relevant law-making bodies in other countries, the laws and regulations governing patents could change

in unpredictable ways that would weaken Alpha Modus’ ability to obtain new patents;

enforce or shorten the term of Alpha Modus or

its licensees’ existing patents and patents that might be obtained in the future;

shorten the term that has been lengthened by patent

term adjustment of existing patents or patents that Alpha Modus might obtain in the future;

or challenge the validity or enforceability

of Alpha Modus patents that may be asserted against Alpha Modus by competitors or other third parties.

Any of these outcomes could have

a material adverse effect on Alpha Modus’ business.

For example, with respect to patent term adjustment, the Federal Circuit’s

recent holding in In re Cellect, LLC , 81 F.4 th 1216 (Fed.

2023), that obviousness-type double patent analysis for

a patent that has received patent term adjustment must be based on the expiration date of the patent after the patent term adjustment

has been added, may negatively impact the term of Alpha Modus’ patents.

Finally, Europe’s new

Unitary Patent system and Unified Patent Court (the “UPC”) may present uncertainties for Alpha Modus’ ability to protect

and enforce patent rights against competitors in Europe.

In 2012, the European Patent Package (the “EU Patent Package”), regulations

were passed with the goal of providing a single pan-European Unitary Patent system and a new UPC for litigation involving European patents.

Implementation of the EU Patent Package occurred in June 2023.

Under the UPC, all European patents, including those issued prior to ratification

of the European Patent Package, will by default automatically fall under the jurisdiction of the UPC.

The UPC will provide Alpha Modus’

competitors with a new forum to centrally revoke European patents and allow for the possibility of a competitor to obtain pan-European

It will be several years before Alpha Modus will understand the scope of patent rights that will be recognized and the strength

of patent remedies that will be provided by the UPC.

Under the EU Patent Package, Alpha Modus will have the right to opt patents out of

the UPC over the first seven years of the court’s existence, but doing so may preclude Alpha Modus from realizing the benefits of

the new unified court.

Patent litigation is inherently risky because

courts may find Alpha Modus’ patents invalid, not infringed, or unenforceable, and the USPTO, or other relevant patent office, may

either invalidate Alpha Modus’ patents or materially narrow the scope of their claims during the course of a reexamination, opposition

or other such proceeding.

Patent litigation is inherently

risky and may result in the invalidation of Alpha Modus’ patents, even if it is the plaintiff in an underlying action.

It is difficult

to predict the outcome of patent enforcement litigation at any level.

Although Alpha Modus intends to diligently pursue enforcement litigation,

it cannot predict with significant reliability the decisions made by juries and trial courts.

At the trial level, it is often difficult

for juries and trial judges to understand complex, patented technologies, and as a result, there is a higher rate of successful appeals

in patent enforcement litigation than more standard business litigation.

The defendant to any case

Alpha Modus brings may file as many appeals as allowed by right, including to District Court, the Federal Circuit and the Supreme Court.

Such appeals are expensive and time-consuming, and the outcomes of such appeals are sometimes unpredictable, resulting in increased costs

and reduced or delayed revenue which could have a material adverse effect on Alpha Modus’ results of operations and financial condition.

These appeals may also result in the invalidation of Alpha Modus’ patents, which may have an adverse impact on Alpha Modus’

operations and financial performance.

The enforcement of Alpha Modus’ intellectual

property rights depends in part upon its ability to retain the best legal counsel in order to achieve favorable outcomes from litigation,

and Alpha Modus’ desired legal counsel may become conflicted out of such representation.

The success of Alpha Modus’

intellectual property enforcement efforts will depend in part upon its ability to retain the best legal counsel to coordinate its patent

infringement litigation matters.

As Alpha Modus’ intellectual property business evolves, Alpha Modus expects that it will become

more difficult to find the best legal counsel to handle all of its patent enforcement matters due in part to potential conflicts of interest.

This is because, from time to time, the counterparties to litigation matters have previously engaged world class law firms that are specialized

in connection with the industries of the patents at issue in such matters.

These previous engagements may have, or may in the future,

result in these firms being conflicted out of representing us.

In addition, counterparties

in Alpha Modus’ patent litigation matters may devote a substantial amount of resources to avoid or limit a finding that they are

liable for infringing on Alpha Modus’ patents or, in the event liability is found, to avoid or limit the amount of associated damages.

There is a risk these counterparties may file inter-partes reviews, reexaminations or other proceedings with the USPTO or other government

agencies in the United States or abroad in an attempt to invalidate, narrow the scope or render unenforceable the patents Alpha Modus

owns or controls.

If this were to occur, it may have a significant negative impact on Alpha Modus’ intellectual property.

The inability to retain the

best legal counsel to represent Alpha Modus in infringement actions may result in unfavorable or adverse outcomes, which may result in

losses, exhaustion of financial resources or other adverse effects which could encumber Alpha Modus’ ability to effectively operate

its business or execute its business strategy.

Alpha Modus cannot provide any assurance that any prospective patent prosecution or litigation

matters will result in a favorable outcome.

Alpha Modus may experience delays in successful

prosecution, enforcement, and licensing of its patent portfolio.

The value of Alpha Modus’

patent portfolios is dependent upon the issuance of patents in a timely manner.

More patent applications are filed each year.

believes this increase in patent applications has resulted in longer delays in obtaining approval of pending patent applications.

USPTO experiences reductions in funding, it could have an adverse impact on the cost of processing pending patent applications and the

value of those pending patent applications, negatively impacting the value of Alpha Modus’ patent applications.

Further, reductions

in funding from Congress could result in higher patent application filing and maintenance fees charged by the USPTO, causing an increase

in Alpha Modus’ expenses.

Application delays could cause delays in recognizing revenue from these patents and could cause Alpha

Modus to miss opportunities to license patents before other competing technologies are developed or introduced into the market.

After prosecuting Alpha Modus’

patents, Alpha Modus’ intellectual property business can incur significant general and administrative and legal expenses prior to

entering into license agreements and generating license revenues.

Alpha Modus plans to spend considerable resources educating prospective

licensees on the benefits of a license arrangement with it.

As such, Alpha Modus may incur significant losses in any particular period

before any associated revenue stream begins.

Alpha Modus believes that

it will frequently be engaged in litigation to enforce its patents, protect its trade secrets, or determine the validity and scope of

the proprietary rights of others.

Enforcement proceedings are typically protracted and complex.

The costs are typically substantial, and

the outcomes are unpredictable.

Enforcement actions divert managerial, technical, legal and financial resources from business operations,

and there are no assurances that such enforcement actions will result in favorable results for Alpha Modus.

Patent litigation schedules

in general, and in particular trial dates, are subject to routine adjustment, and in most cases delay, as courts adjust their calendars

or respond to requests from one or more parties.

Trial dates often are rescheduled by the court for various reasons that are often unrelated

to the underlying patent assets and typically for reasons that are beyond our control.

As a result, to the extent such events are an indicator

of possible future revenue opportunities for Alpha Modus, or other outcome determinative events, they may and often do change which can

result in delay of the expected scheduled event.

Any such delay could be significant and could affect the corresponding future revenue

opportunities, thus adversely impacting Alpha Modus’ business, results of operations and financial condition.

Further, federal courts are

becoming more crowded, and as a result, patent enforcement litigation is taking longer.

Alpha Modus’ anticipated patent enforcement

actions are expected to be almost exclusively prosecuted in federal court.

Federal trial courts that hear patent enforcement actions also

hear criminal cases.

Criminal cases tend to take priority over patent enforcement actions.

As a result, it is difficult to predict the

length of time it will take to complete an enforcement action.

Moreover, Alpha Modus believes there is a trend in increasing numbers of

civil lawsuits and criminal proceedings before federal judges, and, as a result, it believes that the risk of delays in patent enforcement

actions will have a greater negative effect on Alpha Modus’ business in the future unless this trend changes.

Because Alpha Modus’ patents are expected

to expire in 2034-2037, its continued operations beyond those dates will depend on its ability to obtain additional patents with later

expiration dates.

Alpha Modus’ current

patents are expected to expire in 2034-2037.

If Alpha Modus does not obtain patents or other intellectual property with expiration dates

that extend beyond those years, its operations would be adversely affected.

Alpha Modus’ lack of patent enforcement

and licensing experience could adversely affect its operations.

Alpha Modus has limited patent

enforcement experience and cannot provide any assurance that it will be able to effectively manage patent enforcement efforts.

enforcement litigation is complex and needs to be closely and carefully managed.

Because Alpha Modus does not have experience in managing

patent enforcement efforts, it may not do so effectively, and its enforcement efforts could be harmed as a result.

Similarly, Alpha Modus

has limited experience managing intellectual property licensing programs, and this lack of experience could impair its ability to execute

its business plans.

Alpha Modus may not be able to protect its

intellectual property rights throughout the world.

Filing, prosecuting, and defending

patents in all countries throughout the world would be prohibitively expensive, and intellectual property rights in some countries outside

the United States could be less extensive than those in the United States.

Alpha Modus may not choose, or be able, to obtain patent protection

outside the United States.

In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent

as federal and state laws in the United States, even in jurisdictions where Alpha Modus does pursue patent protection.

Consequently, Alpha

Modus may not be able to prevent third parties from practicing its intellectual property in all countries outside the United States, even

in jurisdictions where it does pursue patent protection.

Competitors may use Alpha

Modus’ technologies in jurisdictions where it has not pursued and obtained patent protection and, further, may export otherwise

infringing products to territories where Alpha Modus has patent protection, but enforcement is not as strong as that in the United States.

These products may compete with Alpha Modus’ technologies.

Alpha Modus’ patents or other intellectual property rights may

not be effective or sufficient to prevent them from competing.

Many companies have encountered

significant problems in protecting and defending intellectual property rights in foreign jurisdictions.

The legal systems of certain countries,

particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection,

particularly those relating to technology products, which could make it difficult for Alpha Modus to stop infringement of its intellectual

Proceedings to enforce patent rights in foreign jurisdictions could result in substantial costs and divert Alpha Modus’

efforts and attention from other aspects of its business, could put its patents at risk of being invalidated or interpreted narrowly and

patent applications at risk of not issuing, and could provoke third parties to assert claims against it.

Alpha Modus may not prevail in

any lawsuits that it initiates, and the damages or other remedies awarded, if any, may not be commercially meaningful.

Accordingly, Alpha

Modus’ efforts to enforce intellectual property rights around the world may be inadequate to obtain a significant commercial advantage

from its intellectual property.

Many countries have compulsory

licensing laws under which a patent owner may be compelled to grant licenses to third parties.

In addition, many countries limit the enforceability

of patents against government agencies or government contractors.

In these countries, the patent owner may have limited remedies, which

could materially diminish the value of such patent.

If Alpha Modus is forced to grant a license to third parties with respect to any of

its patents, its competitive position may be impaired, and its business, financial condition, results of operations, and prospects may

be adversely affected.

Risks Related to Being a Public Company

Alpha Modus is incurring increased costs

as a result of operating as a public company, and its management will devote substantial time to compliance with its public company responsibilities

and corporate governance practices.

Alpha Modus is incurring significant

legal, accounting and other expenses that it did not incur as a private company, and these expenses may increase even more after Alpha

Modus is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act.

As a public company, Alpha Modus is subject

to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Dodd-Frank Act, as well as rules adopted, and to be

adopted, by the SEC and Nasdaq, and other applicable securities rules and regulations, which impose various requirements on public companies,

including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices.

Alpha Modus’ management and other personnel will need to devote a substantial amount of time to these public company requirements.

Moreover, Alpha Modus expects these rules and regulations to substantially increase its legal and financial compliance costs and to make

some activities more time-consuming and costly.

The increased costs will increase Alpha Modus’ operating loss.

Alpha Modus may need

to hire additional legal, accounting and financial staff with appropriate public company experience and technical accounting knowledge

and maintain an internal audit function.

In addition, changing laws,

regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing

legal and financial compliance costs, and making some activities more time consuming.

These laws, regulations, and standards are subject

to varying interpretations and may evolve over time as new guidance is provided by regulatory and governing bodies.

This could result

in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance

Alpha Modus intends to invest resources to comply with evolving laws, regulations, and standards, and this investment may result

in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities

to compliance activities.

If Alpha Modus’ efforts to comply with new laws, regulations, and standards differ from the activities

intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate

legal proceedings against Alpha Modus and its business may be adversely affected.

The rules and regulations

applicable to public companies make it more expensive for Alpha Modus to obtain and maintain director and officer liability insurance,

and Alpha Modus may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.

These factors could

also make it more difficult for Alpha Modus to attract and retain qualified members of its board of directors, particularly to serve on

Alpha Modus’ audit committee and compensation committee, and qualified executive officers.

Alpha Modus cannot predict

or estimate the amount or timing of additional costs it may incur to respond to these requirements.

The impact of these requirements could

also make it more difficult for Alpha Modus to attract and retain qualified persons to serve on its board of directors, its board committees

or as executive officers.

Alpha Modus’ management team has limited

experience managing a Nasdaq-listed public company.

Alpha Modus’ management

team has limited experience managing a Nasdaq-listed public company, interacting with public company investors and complying with the

increasingly complex laws pertaining to exchange-listed public companies.

Alpha Modus’ management team may not successfully or efficiently

manage their new roles and responsibilities.

Alpha Modus’ transition to being a public company subjects it to significant regulatory

oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors.

These new obligations and constituents will require significant attention from Alpha Modus’ senior management and could divert their

attention away from the day-to-day management of Alpha Modus’ business, which could adversely affect Alpha Modus’ business,

financial condition, and operating results.

If we were deemed to be an investment company

for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be required to liquidate

There is currently uncertainty

concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”), and we, as a

former SPAC, may in the future be subject to a claim that we have been operating as an unregistered investment company.

If we are deemed

to be an investment company for purposes of the Investment Company Act, we may be required to liquidate.

If we are required to liquidate,

our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation

in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

Upon closing our initial IPO

in September 2021, the net proceeds of the IPO and of a private offering of warrants were placed in a trust account located in the United

States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S.

“government securities”

within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting

certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invested only in direct U.S.

government treasury

obligations, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the trust account as described

The longer that the funds in the trust account were held in short-term U.S.

government securities or in money market funds invested

exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we would

be required to register as an investment company with the SEC.

Alpha Modus is a “controlled company”

within the meaning of the listing rules of Nasdaq and, as a result, can rely on exemptions from certain corporate governance requirements

that provide protection to shareholders of other companies.

Alpha Modus’ CEO, William

Alessi, is deemed to beneficially own or control in excess of 34.5% of Alpha Modus’ common stock and 100% of Alpha Modus’

preferred stock.

As a result, Alpha Modus is deemed to be a “controlled company” as defined under the listing rules of Nasdaq.

Under Nasdaq listing rules, controlled companies are companies of which more than 50% of the voting power for the election of directors

is held by an individual, a group, or another company.

For as long as Alpha Modus remains a controlled company, Alpha Modus will be permitted

to elect to rely on certain exemptions from Nasdaq’s corporate governance rules, including the following:

an exemption from the rule that a majority of its board of directors must be independent directors;

an exemption from the rule that its compensation committee be composed entirely of independent directors;

an exemption from the rule that its director nominees must be selected or recommended solely by independent directors or a nominating committee composed solely of independent directors;

Although Alpha Modus does

not currently intend for Alpha Modus to rely on the “controlled company” exemptions to Nasdaq’s corporate governance

rules, Alpha Modus could elect to rely on these exemptions in the future.

If it elected to rely on those “controlled company”

exemptions, a majority of the members of Alpha Modus’ board of directors might not be independent directors, its nominating and

corporate governance and compensation committees might not consist entirely of independent directors, and you would not have the same

protection afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance rules.

Alpha Modus may issue additional shares

of common or preferred stock, which would dilute the interests of stockholders and likely present other risks.

Alpha Modus may issue additional

shares of common or preferred stock for financing or other reasons.

The issuance of additional shares of common or preferred stock:

may significantly dilute the equity interest of existing investors;

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

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

may adversely affect prevailing market prices for Alpha Modus’ common stock and/or warrants.

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 a majority of the then outstanding

public warrants.

As a result, the exercise price of the 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 holder approval.

Our warrants are issued in

registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

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 a majority 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 a majority 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 a majority 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.

Alpha Modus may redeem unexpired Public

Warrants prior to their exercise at a time that is disadvantageous to holders, thereby making the Public Warrants worthless.

Alpha Modus will have the

ability to redeem outstanding Public 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 Alpha Modus common stock equals or exceeds $18.00 per share for any 20 trading

days within a 30-trading day period ending on the third trading day prior to the date Alpha Modus gives notice of redemption.

the Public Warrants become redeemable by Alpha Modus, Alpha Modus may exercise its redemption right even if it is unable to register or

qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding Public Warrants could

force holders of the warrants (i) to exercise the Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous

for them to do so, (ii) to sell the Public Warrants at the then-current market price when they might otherwise wish to hold their Public

Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption,

is likely to be substantially less than the market value of the Public Warrants.

As of March 31, 2025, the sales price of the Class A

common stock did not exceed the threshold that would allow Alpha Modus to redeem the Public Warrants.

We may be subject to the Excise Tax included

in the Inflation Reduction Act of 2022 in connection with redemptions of our Common Stock after December 31, 2022.

On August 16, 2022, President

Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on any publicly traded domestic

corporation that repurchases its stock after December 31, 2022 (the “ Excise Tax ”).

The Excise Tax is imposed on the

fair market value of the repurchased stock, with certain exceptions.

Because we are a Delaware corporation and because our securities

trade on Nasdaq, we are a “covered corporation” within the meaning of the Inflation Reduction Act.

While not free from doubt,

absent any further guidance from the U.S.

Department of the Treasury (the “Treasury”), who has been given authority to provide

regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions

of our IAC Class A common stock after December 31, 2022, including redemptions in connection with the Business Combination, unless an

exemption is available.

Generally, issuances of securities by us in connection with our initial Business Combination transaction (including

any PIPE transaction at the time of our initial Business Combination), as well as any other issuances of securities not in connection

with our initial Business Combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring

in the same calendar year.

In addition, the Excise Tax would be payable by us, and not by the redeeming holder.

Further, based on recently

issued interim guidance from the IRS and Treasury, subject to certain exceptions, the Excise Tax should not apply in the event of IAC’s

We do not expect that we will pay dividends

in the foreseeable future.

We expect that we will retain

most, if not all, of our available funds and any future earnings to fund our operations and the development and growth of our business.

As a result, we do not expect that we will pay any cash dividends on our common stock in the foreseeable future.

The Company’s board

of directors will have complete discretion as to whether to distribute dividends.

Even if the board of directors decides to declare and

pay dividends, the timing, amount, and form of such dividends, if any, will depend on the future results of operations and cash flow,

capital requirements and surplus, the amount of distributions, if any, received by the Company from its subsidiaries, the Company’s

financial condition, contractual restrictions, and other factors deemed relevant by the board of directors.

There is no guarantee that

the shares of Company common stock will appreciate in value or that the trading price of the shares will not decline.

Holders of the Company

common stock should not rely on an investment in shares of common stock as a source for any future dividend income.

The existence of indemnification rights

to the Company’s directors, officers, and employees may result in substantial expenditures by the Combined Company and may discourage

lawsuits against its directors, officers, and employees.

The Amended and Restated Charter

contains indemnification provisions obligating the Company to provide indemnification for its directors, officers, and employees in certain

circumstances.

Such indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement

or damage awards against its directors, executive officers, and employees, which it may be unable to recoup.

These provisions and resultant

costs may also discourage the Company from bringing a lawsuit against its directors and executive officers for breaches of their fiduciary

duties and may similarly discourage the filing of derivative litigation by its stockholders against its directors and officers even though

such actions, if successful, might otherwise benefit the Company and its stockholders.

If the Company fails to develop or maintain

an effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent

financial fraud.

As a result, current and potential stockholders could lose confidence in its financial reporting.

The Company is subject to

the risk that its independent registered public accounting firm could communicate to its board of directors that it has deficiencies in

its internal control structure that they consider to be “significant deficiencies.” A “significant deficiency”

is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is more than

a remote likelihood that a material misstatement of the entity’s financial statements will not be prevented or detected by the entity’s

internal controls.

Effective internal control

is necessary to provide reliable financial reports and effectively prevent fraud.

If the Company cannot provide reliable financial reports

or prevent fraud, it could be subject to regulatory action or other litigation and its operating results could be harmed.

The Company’s intended

business, operations, and accounting are expected to be substantially more complex than they have been to date.

It may be time consuming,

difficult, and costly for the Company to develop and implement the internal control and reporting procedures required by the Exchange

the Company may need to hire additional financial reporting, internal control, and other finance personnel in order to develop and

implement appropriate internal control and reporting procedures.

If the Company is unable to comply with the internal control over financial

reporting requirements of the Exchange Act, then it may not be able to obtain the required independent accountant certifications, which

may preclude it from keeping its filings current with the SEC.

Further, a material weakness

in the effectiveness of internal control over financial reporting could result in an increased chance of fraud and the loss of customers,

reduce the Company’s ability to obtain financing, and require additional expenditures to comply with these requirements, each of

which could have a material adverse effect on its business, results of operations, and financial condition.

If the Company is unable to

implement and maintain effective internal control over financial reporting, including as applicable standards governing internal control

are modified, supplemented, or amended from time to time, the Company may not be able to ensure that it can conclude on an ongoing basis

that it has effective internal control over financial reporting.

Failure to achieve and maintain effective internal control over financial

reporting could cause the Company to face regulatory action and cause investors to lose confidence in its reported financial information,

either of which could adversely affect the value of the Company common stock.

Risks Related to Ownership of Alpha Modus’

The Amended and Restated Charter requires,

to the fullest extent permitted by law, that derivative actions brought in the Company’s name, as applicable, against their respective

directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the

Court of Chancery in the State of Delaware, which may have the effect of discouraging lawsuits against the Company’s directors,

officers, other employees or stockholders, as applicable.

The Amended and Restated Charter

requires, to the fullest extent permitted by law, that derivative actions brought in Alpha Modus’ name, as applicable, against their

respective directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought

only in the Court of Chancery in the State of Delaware or, if the Court of Chancery does not have subject matter jurisdiction, in the

federal district court of the State of Delaware.

This exclusive forum provision may limit a stockholder’s ability to bring a claim

in a judicial forum that it finds favorable for disputes with Alpha Modus, or any of their respective directors, officers, other employees

or stockholders, which may discourage lawsuits with respect to such claims, although their respective stockholders will not be deemed

to have waived their compliance with federal securities laws and the rules and regulations thereunder.

However, there is no assurance

that a court would enforce the choice of forum provision contained in the Amended and Restated Charter.

If a court were to find such provision

to be inapplicable or unenforceable in an action, Alpha Modus may incur additional costs associated with resolving such action in other

jurisdictions, which could harm their business, operating results and financial condition.

The Amended and Restated Charter

provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law.

The Amended and Restated

Charter also provides that to the fullest extent permitted by applicable law, the federal district courts of the United States will be

the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

The exclusive forum provision

will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal

courts have exclusive jurisdiction.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce

any duty or liability created by the Exchange Act or the rules and regulations thereunder.

As a result, federal courts will have exclusive

jurisdiction over suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal

courts have exclusive jurisdiction.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over

all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

both state and federal courts have jurisdiction to entertain such claims.

As noted above, the Amended and Restated Charter provides that

the federal district courts of the United States will be, to the fullest extent permitted by applicable law, the exclusive forum for the

resolution of any complaint asserting a cause of action under the Securities Act.

Due to the concurrent jurisdiction for federal and state

courts created by Section 22 of the Securities Act over all suits brought to enforce any duty or liability created by the Securities Act

or the rules and regulations thereunder, there is uncertainty as to whether a court would enforce the exclusive form provision.

also cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Anti-takeover provisions contained in the

Amended and Restated Charter and the Company’s Bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Amended and Restated Charter

and the Company’s Bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in

our management without the consent of our board of directors.

These provisions include:

no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director with or without cause by stockholders, which prevents stockholders from being able to fill vacancies on our board of directors;

the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

the requirement that a special meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

limiting the liability of, and providing indemnification to, our directors and officers;

controlling the procedures for the conduct and scheduling of stockholder meetings;

providing for a staggered board, in which the members of the board of directors are divided into three classes to serve for a period of three years from the date of their respective appointment or election;

granting the ability to remove directors with cause by the affirmative vote of 66 2∕3% in voting power of the outstanding shares of Alpha Modus common stock entitled to vote thereon;

requiring the affirmative vote of at least 66 2∕3% of the voting power of the outstanding shares of capital stock of Alpha Modus entitled to vote generally in the election of directors, voting together as a single class, to amend the Proposed Bylaws or certain sections of the Amended and Restated Charter;

advance notice procedures that stockholders must comply with in order to nominate candidates to Alpha Modus Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Alpha Modus.

These provisions, alone or

together, could delay hostile takeovers and changes in control of Alpha Modus or changes in Alpha Modus Board and Alpha Modus’ management.

As a Delaware corporation,

we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents some stockholders holding more than

15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all

of Alpha Modus common stock.

Any provision of Amended and Restated Charter, the Proposed Bylaws or Delaware law that has the effect of

delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of Alpha

Modus common stock and could also affect the price that some investors are willing to pay for Alpha Modus common stock.

Claims for indemnification by Alpha Modus’

directors and officers may reduce Alpha Modus’ available funds to satisfy successful third-party claims against Alpha Modus and

may reduce the amount of money available to Alpha Modus.

The Company’s Bylaws

provide that Alpha Modus will indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law.

as permitted by Section 145 of the DGCL, the Bylaws and indemnification agreements that the Company has entered into with its directors

and officers provide that:

Alpha Modus will indemnify its directors and officers for serving Alpha Modus in those capacities or for serving other business enterprises at its request, to the fullest extent permitted by Delaware law.

Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

Alpha Modus may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

Alpha Modus will be required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

Alpha Modus will not be obligated pursuant to its Proposed Bylaws to indemnify a person with respect to proceedings initiated by that person against Alpha Modus or its other indemnitees, except with respect to proceedings authorized by its board of directors or brought to enforce a right to indemnification;

the rights conferred in the Proposed Bylaws are not exclusive, and Alpha Modus is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.

If securities or industry analysts do not

publish or cease publishing research or reports about Alpha Modus, its business, or its market, or if they change their recommendations

regarding Alpha Modus’ securities adversely, the price and trading volume of Alpha Modus’ securities could decline.

The trading market for Alpha

Modus’ securities will be influenced by the research and reports that industry or securities analysts may publish about Alpha Modus,

its business, market or competitors.

Securities and industry analysts do not currently, to the knowledge of management, and may never,

publish research on Alpha Modus.

If no securities or industry analysts commence coverage of Alpha Modus, Alpha Modus’ share price

and trading volume would likely be negatively impacted.

If any of the analysts who may cover Alpha Modus change their recommendation regarding

Alpha Modus common stock adversely, or provide more favorable relative recommendations about Alpha Modus’ competitors, the price

of shares of Alpha Modus common stock would likely decline.

If any analyst who may cover Alpha Modus were to cease coverage of Alpha Modus

or fail to regularly publish reports on it, Alpha Modus could lose visibility in the financial markets, which in turn could cause its

share price or trading volume to decline.

The Company’s Series C Preferred Stock,

and the future issuances of other debt securities and equity securities, may adversely affect us, including the market price of the Company’s

common stock and be dilutive to existing stockholders.

We issued 7,500,000 shares

of Series C Preferred Stock in the Business Combination.

The Series C Preferred Stock will generally be convertible at any time 18 months

following the Closing of the Business Combination and may convert in some circumstances into more than 7,500,000 shares of common stock.

Conversion of the Series C Preferred Stock into common Stock will be dilutive to existing stockholders and may reduce the market price

of common stock.

For example, if there has never been a Trigger Event (as defined below), shares of Series C Preferred Stock, which have

a deemed face value of $10.00 per share (the “Face Value”) will convert into shares of common stock at the lesser of the Face

Value or the average of the 5 lowest closing prices of common stock during the 10 trading days preceding conversion.

However, following

a following any Trigger Event, such conversion shall be at the lesser of the Face Value or 50.0% of the average of the lowest closing

prices during the 10 trading days preceding conversion.

“Trigger Event” generally means (i) the Company’s failure to

deliver conversion shares when required;

(ii) violation of or failure to timely perform any covenant in the designation of the rights

of the Series C Preferred Stock;

(iii) suspension from trading or delisting from the Company’s principal trading exchange or market;

(iv) notification of an intention not to comply with a conversion notice;

(v) bankruptcy, insolvency, reorganization, liquidation or similar

(vi) the appointment of a custodian, receiver or similar official for the Company;

(vii) judgments in excess of $500,000

which are not stayed or satisfied within 30 days of entry;

(viii) failure to comply with reporting requirements of Securities Exchange

(ix) any regulatory, administrative or enforcement proceeding is initiated against IAC;

or (x) any material provision of the designation

of the rights of the Series C Preferred Stock ceases to be valid or is contested.

As a result, regardless of whether a Trigger Event occurs,

if the trading price of the Company’s common stock is less than $10.00/share at the time of conversion, the Series C Preferred Stock

will generally convert into more than 7,500,000 shares, and if the trading price is substantially lower than $10.00/share or a Trigger

Event occurs, into substantially more than 7,500,000 shares.

Additionally, shares of Series

C Preferred Stock will rank senior to the Company’s common stock with respect to rights upon liquidation, winding up or dissolution.

The Series C Preferred Stock has a liquidation preference of $10.00 per share or an aggregate liquidation preference of $75,000,000 over

holders of common stock.

This preference, and conversion rights associated with the Series C Preferred Stock, may adversely affect us

and reduce returns for holders, or the market price, of the Company’s common stock.

Additionally, in the future,

we may incur debt or issue other equity ranking senior to the Company’s common stock, like the Series C Preferred Stock.

Those securities

will generally have priority upon liquidation.

Such securities also may be governed by an indenture or other instrument containing covenants

restricting our operating flexibility.

Additionally, any convertible or exchangeable securities that we issue in the future may have rights,

preferences and privileges more favorable than those of the Company’s common stock.

Because our decision to issue debt or equity

in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing,

nature or success of our future capital raising efforts.

As a result, future capital-raising efforts may reduce the market price of the

Company’s common stock and be dilutive to existing stockholders.

There can be no assurance that the Company’s

common stock will continue to be so listed, or that we will be able to comply with the continued listing standards of Nasdaq.

There can be no assurance

that the Company’s common stock will continue to be listed on the Nasdaq, or that we will be able to comply with Nasdaq’s

continued listing standards.

If Nasdaq delists Alpha Modus’ shares from trading on its exchange for failure to meet Nasdaq’s

listing standards, Alpha Modus and its stockholders could face significant material adverse consequences including, but not limited to:

a limited availability of market quotations for Alpha Modus’ securities;

reduced liquidity for Alpha Modus’ securities;

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

a limited amount of analyst coverage;

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 Alpha Modus common stock and Public Warrants are listed on Nasdaq, they are

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, other than the State of Idaho, having used

these powers to prohibit or restrict the sale of securities issued by blank check companies, 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 Alpha Modus was no longer listed on Nasdaq, Alpha Modus’ securities would not be covered

securities and Alpha Modus would be subject to regulation in each state in which Alpha Modus offers its securities.

An active market for Alpha Modus’

securities may not develop, which would adversely affect the liquidity and price of Alpha Modus’ securities.

The price of Alpha Modus’

securities may vary significantly due to factors specific to Alpha Modus as well as to general market or economic conditions.

an active trading market for Alpha Modus’ securities may never develop or, if developed, it may not be sustained.

Holders of Alpha

Modus’ securities may be unable to sell their securities unless a market can be established and sustained.

The market price of the Company’s

common stock may decline.

Fluctuations in the price

of the Company’s securities could contribute to the loss of all or part of your investment.

Prior to the Business Combination, there

has not been an active public market for the Company’s common stock.

If an active market for Alpha Modus’ securities develops

and continues, the trading price of Alpha Modus’ securities in the future could be volatile and subject to wide fluctuations in

response to various factors, some of which are beyond Alpha Modus’ control.

Any of the factors listed below could have a material

adverse effect on your investment in Alpha Modus’ securities and Alpha Modus’ securities may trade at prices significantly

below the price you paid for them.

In such circumstances, the trading price of Alpha Modus’ securities may not recover and may experience

a further decline.

The market price of Alpha

Modus common stock may decline for a number of other reasons including if:

investors react negatively to the prospects of Alpha Modus’ business operations, results, and prospects;

actual or anticipated fluctuations in Alpha Modus’ quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

changes in the market’s expectations about Alpha Modus’ operating results;

success of competitors;

changes in financial estimates and recommendations by securities analysts concerning Alpha Modus or the AI industry in general;

operating and share price performance of other companies that investors deem comparable to Alpha Modus;

Alpha Modus’ ability to market new and enhanced products and technologies on a timely basis;

changes in laws and regulations affecting Alpha Modus’ business;

Alpha Modus’ ability to meet compliance requirements;

commencement of, or involvement in, litigation involving Alpha Modus;

changes in Alpha Modus’ capital structure, such as future issuances of securities or the incurrence of additional debt;

the volume of Alpha Modus’ shares of common stock available for public sale;

any major change in Alpha Modus’ Board or management.

Future sales, or the perception of future

sales, by Alpha Modus or its stockholders in the public market could cause the market price for Alpha Modus common stock to decline.

The sale of shares of Alpha

Modus common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares

of Alpha Modus common stock.

These sales, or the possibility that these sales may occur, also might make it more difficult for Alpha Modus

to sell equity securities in the future at a time and at a price that it deems appropriate.

All shares currently held

by public stockholders and all of the shares issued in the Business Combination to existing Alpha Modus stockholders are freely tradable

without registration under the Securities Act, and without restriction by persons other than Alpha Modus’ “affiliates”

(as defined under Rule 144 of the Securities Act, “Rule 144”), including Alpha Modus’ directors, executive officers

and other affiliates.

Certain existing Alpha Modus

stockholders, who collectively own 4,342,308 shares of Alpha Modus common stock following the Business Combination and 7,500,000 shares

of Alpha Modus Series C Preferred Stock (all of which shares are deemed to be owned by William Alessi, the CEO of Alpha Modus, as Mr.

Alessi or his spouse have voting and dispositive power with respect to those shares), have agreed pursuant to a lock-up agreement not

to dispose of (or hedge) more than 2,484,616 shares Alpha Modus common stock or securities convertible into or exchangeable for shares

of Alpha Modus common stock during the period from the date of the Closing continuing through the earliest of:

(i) the date that is one

year from the Closing Date, (ii) the last trading day when the last reported sale price of Alpha Modus common stock equals or exceeds

$12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for 20 trading days

within any 30-trading day period at least one year after the Closing Date, or (iii) such date on which Alpha Modus completes a liquidation,

merger, stock exchange, reorganization or other similar transaction that results in all of the Alpha Modus stockholders having the right

to exchange their shares of Alpha Modus common stock for cash, securities or other property.

Because 2,484,616 shares of Alpha Modus common

stock held by those stockholders are not subject to those lock-up restrictions (and have been registered for resale), those stockholders

may sell those shares, which could cause the market price of Alpha Modus common stock to decline.

In the future, Alpha Modus

may also issue its securities in connection with investments or acquisitions.

The amount of shares of Alpha Modus common stock issued

in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of Alpha Modus common

Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to Alpha

Modus stockholders.

Alpha Modus’ failure to meet the continued

listing requirements of Nasdaq could result in a delisting of its Securities.

On January 6, 2025, Alpha

Modus received a written notice from the Listing Qualifications Department of Nasdaq indicating that the Company no longer met the minimum

market value of publicly held shares (“MVPHS”) of $15,000,000 required by Nasdaq’s listing rules.

Under the rules, the

Company has 180 calendar days, or until July 7, 2025, to regain compliance.

If the Company’s MVPHS closes at $15,000,000 or more

for a minimum of ten consecutive business days during this period, Nasdaq will provide the Company with written confirmation of compliance,

and the matter will be closed.

On February 5, 2025, Alpha

Modus received a written notice from the Listing Qualifications Department of Nasdaq indicating that the Company no longer met the minimum

market value of listed securities (“MVLS”) of $50,000,000 required by Nasdaq’s listing rules.

Under the rules, the Company

has 180 calendar days, or until August 4, 2025, to regain compliance.

If the Company’s MVLS closes at $50,000,000 or more for a

minimum of ten consecutive business days during this period, Nasdaq will provide the Company with written confirmation of compliance,

and the matter will be closed.

There is no guarantee that

the Company’s MVPHS or MVLS will increase sufficiently and for a long enough period of time for the Company to regain compliance

with Nasdaq’s listing rules.

If Alpha Modus fails to regain compliance with these rules, or fails to satisfy other continued listing

requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps

to delist the Company’s securities.

Such a delisting would likely have a negative effect on the price of the securities and would

impair your ability to sell or purchase the securities when you wish to do so.

In the event of a delisting, Alpha Modus can provide no

assurance that any action taken by it to restore compliance with listing requirements would allow its securities to become listed again,

stabilize the market price or improve the liquidity of its securities, prevent its securities from dropping below the Nasdaq minimum bid

price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

Additionally, if Alpha Modus’ securities

are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated

quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more

limited than if we were quoted or listed on Nasdaq or another national securities exchange.

You may be unable to sell your securities

unless a market can be established or sustained.

Alpha Modus qualifies as an “emerging

growth company” as well as a smaller reporting company within the meaning of the Securities Act, and if Alpha Modus takes advantage

of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make

Alpha Modus’ securities less attractive to investors and may make it more difficult to compare Alpha Modus’ performance with

other public companies.

Alpha Modus qualifies as an

“emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act, as modified by the JOBS Act.

Alpha Modus may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not emerging growth companies for as long as Alpha Modus continues to be an emerging growth company, including, but not limited

to, (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced

disclosure obligations regarding executive compensation in Alpha Modus’ periodic reports and proxy statements and (iii) 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, Alpha Modus’ stockholders may not have access to certain information they may deem

Alpha Modus will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market

value of Alpha Modus common stock that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal

quarter, (ii) the last day of the fiscal year in which Alpha Modus has total annual gross revenue of $1.07 billion or more during such

fiscal year (as indexed for inflation), (iii) the date on which Alpha Modus has issued more than $1 billion in non-convertible debt in

the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common

stock in the IAC IPO.

Investors may find Alpha Modus’ securities less attractive because Alpha Modus will rely on these exemptions.

Alpha Modus cannot predict whether investors will find its securities less attractive because it will rely on these exemptions.

investors find Alpha Modus’ securities less attractive as a result of its reliance on these exemptions, the trading prices of Alpha

Modus’ securities may be lower than they otherwise would be, there may be a less active trading market for its securities and the

trading prices of its securities may be more volatile.

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.

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.

make comparison of Alpha Modus’ 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 accounting standards used.

Additionally, Alpha Modus

will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may

take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial

Alpha Modus will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of

Alpha Modus common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii)

its annual revenues exceeded $100 million during such completed fiscal year and the market value of Alpha Modus common stock held by non-affiliates

exceeds $700 million as of the end of that year’s second fiscal quarter.

To the extent Alpha Modus takes advantage of such reduced

disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

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.

Only in the event we are deemed to be a large accelerated

filer or an accelerated filer, and no longer qualify as an emerging growth company, 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 business 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.

We have identified material

weakness in our internal control over financial reporting.

This material weakness could continue to adversely affect our ability to report

our results of operations and financial condition accurately and in a timely manner.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes

and material weaknesses identified through such evaluation of those internal controls.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of our annual or interim financial statements will not be prevented or detected on a timely basis.

We previously identified two

significant deficiencies that resulted in immaterial revisions to our previously reported financial statements contained in our Annual

Report on Form 10-K for the year ended December 31, 2021, and the quarterly unaudited financial statements contained in its Form 10-Qs

for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022.

The deficiencies related to a missed adjustment

for shares that were forfeited on October 16, 2021, and a calculation error in the supporting documents for the Company’s income

tax footnote.

These two identified significant deficiencies resulted in our inability to timely file its Annual Report on Form 10-K, and,

thus, resulted in a material weakness in our internal control over financial reporting.

Additionally, between March

2, 2023 and December 5, 2023, the Company withdrew an aggregate amount of $2,497,248.57 from the Company’s IPO trust account pursuant

to seven separate written withdrawal requests to Continental Stock Transfer and Trust (“Continental”), the trustee for the

trust account for the payment of taxes.

While the Company paid an aggregate amount of $1,447,889.17 for tax payments, the remaining amount

of $1,049,359.40, that was withdrawn from the trust account for tax purposes, was used to pay other business expenses of the Company.

On March 15, 2024, the Sponsor deposited $1,049,359.40 into the trust account, and on March 26, 2024, the Sponsor deposited an additional

amount $36,285.07 into the trust account to reimburse the trust account for interest that would have earned on the $1,049,359.40 that

was erroneously withdrawn from the trust account.

This resulted in a material weakness in our internal control over financial reporting.

Subsequent to the end of the March 31 fiscal quarter, the funds were returned by the Sponsor to the trust account.

Furthermore, during

the year ended December 31, 2023, funds were transferred from the trust account to the Company’s operating bank account and then

to the Sponsor, which is not in accordance with the trust agreement.

During the year ended December 31, 2023, we did not have controls

in place to prevent or detect such transfer of funds.

This resulted in a material weakness.

Subsequent to the period end, the funds were

returned by the Sponsor to the Company’s operating bank account.

We have concluded that our

internal control over financial reporting was ineffective as of December 31, 2024, and as of December 31, 2023, because material weaknesses

existed in our internal control over financial reporting.

We have taken a number of measures to remediate the material weaknesses described

however, if we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses,

we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information.

Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock

exchange on which our Class A common stock is listed, the SEC or other regulatory authorities.

Failure to timely file will cause us to

be ineligible to utilize short form registration statements on Form S-3 or, which may impair our ability to obtain capital in a timely

fashion to execute our business strategies or issue shares to effect an acquisition.

In either case, the existence of material weaknesses

or significant deficiencies in internal control over financial reporting could adversely affect our business and our reputation or investor

perceptions of us, which could have a negative effect on the trading price of our stock.

In addition, we will incur additional costs to

remediate material weaknesses in our internal control over financial reporting.

We can give no assurance that

the measures we have taken and plan to take in the future will remediate the material weaknesses in our internal control over financial

reporting or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure

to implement and maintain adequate internal control over financial reporting or circumvention of these controls.

In addition, even if

we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent

or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

The future exercise of registration rights

may adversely affect the market price of our common stock.

Certain of our stockholders

will continue to have registration rights for restricted securities in the future.

We are obligated to register certain securities, including

shares of common stock held by the Sponsor or its assignees and shares of Alpha Modus common stock received by certain significant Alpha

Modus stockholders as part of the Business Combination.

We are obligated to (i) file a resale registration statement to register such

securities, and (ii) use reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as reasonably

Sales of a substantial number of shares of Alpha Modus common stock pursuant to the resale registration statement in the

public market could occur at any time the registration statement remains effective.

In addition, certain registration rights holders can

request underwritten offerings to sell their securities.

These sales, or the perception in the market that the holders of a large number

of shares intend to sell shares, could reduce the market price of Alpha Modus common stock.

In connection with the Amended

Registration Rights Agreement executed simultaneously with the Business Combination Agreement, approximately 4,500,000 shares of Alpha

Modus common stock, held by the Sponsor and the Anchor Investors, as defined herein, approximately 4,340,000 shares of Alpha Modus common

stock deemed to be beneficially owned by William Alessi, and up to 8,700,000 shares of Alpha Modus common stock underlying the Private

Placement Warrants held by Sponsor and the underwriter are entitled to registration rights.

This amount of shares subject to registration

rights does not include any earnout shares which the Sponsor may receive following the closing of the Business Combination Agreement.

In the event the Sponsor does receive any earnout shares, the Sponsor will have registration rights with respect to such earnout shares.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors