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Item 9A. Controls and Procedures

2023-04-21 compared with 2022-03-31 · 661 added, 1227 removed, 293 unchanged (87% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,

is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls

are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the

chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management

evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”),

the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to Rule 13a-15(b) under the Exchange

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2021, our disclosure controls and procedures

were effective.

We do not expect that our disclosure controls and

procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated,

can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered

relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls

and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls

Over Financial Reporting

This Annual Report on Form 10-K does not include

a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent

registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2022.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did maintain effective internal control over financial reporting as of December 31, 2022.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over

financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information about

our directors and executive officers.

Chairman of the Board of Directors and Chief Executive

The following table sets forth information about our directors and executive officers.

Chairman of the Board of Directors and Chief Executive Officer

Isaac Chetrit

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Chief Marketing Officer

Khan is our Chairman

of the Board of Directors and Chief Executive Officer.

Khan’s career as an investor, entrepreneur and social venture capitalist

spans over 22 years, with investments encompassing telecoms, real estate, energy, natural resources, technology (specific emphasis on

Internet-related communications technologies and advanced cyber security solutions) as well as various other industrial sectors.

contributed to the syndication of several billion in equity for projects as a principal through his family trust.

Khan is the founder and since its inception

in January 2021, serves as chief executive officer and as a director of Burkhan World Investments LLC, a holding company with diversified

investments focusing on reinvesting gains from portfolio investments into companies that have the potential so accelerate sustainability.

Khan is our Chairman of the Board of Directors and Chief Executive Officer.

Khan’s career as an investor, entrepreneur and social venture capitalist spans over 22 years, with investments encompassing telecoms, real estate, energy, natural resources, technology (specific emphasis on Internet-related communications technologies and advanced cyber security solutions) as well as various other industrial sectors.

He has contributed to the syndication of several billion in equity for projects as a principal through his family trust.

Khan is the founder and since its inception in January 2021, serves as chief executive officer and as a director of Burkhan World Investments LLC, a holding company with diversified investments focusing on reinvesting gains from portfolio investments into companies that have the potential so accelerate sustainability.

Khan is a shareholder of CYVOLVE, a Cyber security company in New York City and London with patents in data security.

Khan has served as chief executive officer and Chairman of the Board of Trinity Hospitality Group LLC based in New York City, which

is currently developing a hotel property in New York City which will be a fully tech-enabled live and work destination in New York City

with WIRED, a Condé

Naste company.

Trinity is currently developing a multi-billion dollar a pipeline of “Digital Nomad”

Since 2019, Mr.

Khan has served as chief executive officer and Chairman of the Board of Trinity Hospitality Group LLC based in New York City, which is currently developing a hotel property in New York City which will be a fully tech-enabled live and work destination in New York City with WIRED, a Condé Naste company.

Trinity is currently developing a multi-billion dollar a pipeline of “Digital Nomad” properties.

Khan was chairman of the board of directors for Global Data Sentinel, Inc., a data security company, from 2018 through 2019.

He is also the founder of Trinity White City Ventures RAK UAE (“White City”), an advisory boutique and family office

based in Dubai and was a director from 2012 until 2014.

White City made a bid to buy the Plaza Hotel in New York in 2018, closed the transaction,

then agreed to the sale of the hotel to the Qatari SWF.

founding member of CRME (Colt Middle East) in 2012, a mining company which held gold, copper and lithium concessions in Pakistan and

From 2004 to 2008, he was a board member and shareholder of The Quimera Project, a research and development cluster

based in Barcelona, Spain, comprised of technology companies as well as universities with the aim of commercializing technologies

that have a positive impact on environmental sustainability.

He also has a joint venture with American Ethane Corporation of Houston

to invest in up to 6,000 megawatts of power projects in Pakistan in collaboration with General Electric.

Khan was one of the

founders of a tier one bank in Bahrain - Fortune Investment House - and was focused on real estate investments in Bahrain and other

countries in the Middle East.

He was also founder of Global Voice Telecom, one of the first companies to receive a license for voice

over the Internet in 1997 which subsequently merged into a Nasdaq listed company.

Khan was the chief executive officer of

Centile, a software company located in the South of France.

Khan founded Zebasolar, one of the first developers of Solar

power in India.

He is also the founder of Trinity White City Ventures RAK UAE (“White City”), an advisory boutique and family office based in Dubai and was a director from 2012 until 2014.

White City made a bid to buy the Plaza Hotel in New York in 2018, closed the transaction, then agreed to the sale of the hotel to the Qatari SWF.

Khan was the founding member of CRME (Colt Middle East) in 2012, a mining company which held gold, copper and lithium concessions in Pakistan and Afghanistan.

From 2004 to 2008, he was a board member and shareholder of The Quimera Project, a research and development cluster based in Barcelona, Spain, comprised of technology companies as well as universities with the aim of commercializing technologies that have a positive impact on environmental sustainability.

He also has a joint venture with American Ethane Corporation of Houston to invest in up to 6,000 megawatts of power projects in Pakistan in collaboration with General Electric.

Khan was one of the founders of a tier one bank in Bahrain - Fortune Investment House - and was focused on real estate investments in Bahrain and other countries in the Middle East.

He was also founder of Global Voice Telecom, one of the first companies to receive a license for voice over the Internet in 1997 which subsequently merged into a Nasdaq listed company.

Khan was the chief executive officer of Centile, a software company located in the South of France.

Khan founded Zebasolar, one of the first developers of Solar power in India.

Khan also served as a director on the boards of GD360 from 2017 through 2019,

Khan is currently appointed senator of the

World Business Angels Investment Forum (“WBAF”), as an affiliated partner of the G20 Global Partnership for Financial Inclusion

Khan is currently appointed senator of the World Business Angels Investment Forum (“WBAF”), as an affiliated partner of the G20 Global Partnership for Financial Inclusion (GPFI).

WBAF is committed to collaborating globally to empowering the economic development of the world.

He is also a commissioner of

Council on Competitiveness, a nonpartisan, leadership organization composed of CEOs, university presidents, labor leaders, and

national lab directors committed to ensuring that the United States remains the world leader in innovation .

The Council has one main

He is also a commissioner of the U.S.

Council on Competitiveness, a nonpartisan, leadership organization composed of CEOs, university presidents, labor leaders, and national lab directors committed to ensuring that the United States remains the world leader in innovation.

The Council has one main goal:

to strengthen America’s competitive advantage by acting as a catalyst for innovative public policy solutions.

born in New York and has a Bachelor of Arts in Economics from American University and studied business management at Johns Hopkins University.

Isaac Chetrit is our President and one of

our directors.

Khan was born in New York and has a Bachelor of Arts in Economics from American University and studied business management at Johns Hopkins University.

Isaac Chetrit is our President and one of our directors.

Chetrit is a real estate veteran with a background in architecture and electrical engineering.

Chetrit is currently

the chief executive officer and a director of Monti Consulting Services, a real estate consulting firm, which positions he has held since

Chetrit is currently the chief executive officer and a director of Monti Consulting Services, a real estate consulting firm, which positions he has held since 2015.

Monti Consulting specializes in retail and hospitality real estate, property technology and management services.

In addition, since

Chetrit has been the president and a director of the Trinity Hospitality Group, a real estate management, consulting, and development

In addition, since 2019, Mr.

Chetrit has been the president and a director of the Trinity Hospitality Group, a real estate management, consulting, and development firm.

Chetrit began his real estate career at The Taubman Company, where he built a reputation across major cities in the U.S.

his career with Taubman he contributed to developing numerous properties including the Dolphin Mall as well as the expansion and business

development of many other luxury high end brands, restaurants, and entertainment venues in the U.S.

During his career with Taubman he contributed to developing numerous properties including the Dolphin Mall as well as the expansion and business development of many other luxury high end brands, restaurants, and entertainment venues in the U.S.

and overseas.

Chetrit has also spent the last 20 years merchandising

malls, shopping centers, hotels, and specializing in location assessment and negotiations.

Chetrit has also spent the last 20 years merchandising malls, shopping centers, hotels, and specializing in location assessment and negotiations.

Later as the vice president of Westfield, Mr.

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During the last two decades, Mr.

has been involved with a number of real estate transactions in the U.S.

Chetrit has been involved with a number of real estate transactions in the U.S.

and internationally.

For the past few years, Mr.

Chetrit has delved

into the fintech and proptech space to develop the next generation hospitality and real estate industries, with the objective to leverage

these innovations within these industries to address continuing technologically progressive market demands.

Chetrit has a bachelor

of science degree in architecture and electrical engineering from ORT Toulouse, France.

Chetrit has delved into the fintech and proptech space to develop the next generation hospitality and real estate industries, with the objective to leverage these innovations within these industries to address continuing technologically progressive market demands.

Chetrit has a bachelor of science degree in architecture and electrical engineering from ORT Toulouse, France.

Livson is our Chief Financial Officer.

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Livson has been the Chief Financial Officer of Burkhan World, a family office investment company.

is also the Managing Member of BurTech LP, LLC, our Sponsor.

Livson is also the Managing Member of BurTech LP, LLC, our Sponsor.

Since July 2014, Mr.

Livson has been serving as the Chief Compliance Officer

at Katalyst Securities LLC, an investment banking firm.

Livson started his professional career in the corporate finance department

of PriceWaterhouseCoopers in London and Moscow where he focused on real estate, energy, metals and mining, shipping and logistics and

telecommunications sectors.

He subsequently worked in the investment banking department of Hagstromer and Qviberg, a leading Swedish brokerage

Livson has been serving as the Chief Compliance Officer at Katalyst Securities LLC, an investment banking firm.

Livson started his professional career in the corporate finance department of PriceWaterhouseCoopers in London and Moscow where he focused on real estate, energy, metals and mining, shipping and logistics and telecommunications sectors.

He subsequently worked in the investment banking department of Hagstromer and Qviberg, a leading Swedish brokerage firm.

After moving to the U.S.

Livson established an investment banking advisory firm to assist companies from Europe and

BRIC (Brazil, Russia, India and China) countries in going public in the U.S., raising capital and engaging in cross-border mergers and

acquisitions transactions.

Livson served as Chief Financial Officer of a US public company where he was responsible for raising capital,

structuring acquisitions and divestitures and financial reporting.

Livson raised over $100 million for oil & gas, technology and

biotechnology companies.

Livson established an investment banking advisory firm to assist companies from Europe and BRIC (Brazil, Russia, India and China) countries in going public in the U.S., raising capital and engaging in cross-border mergers and acquisitions transactions.

Livson served as Chief Financial Officer of a US public company where he was responsible for raising capital, structuring acquisitions and divestitures and financial reporting.

Livson raised over $100 million for oil & gas, technology and biotechnology companies.

Livson is a CFA charterholder and held Series 7, 24, and 63 registrations with the FINRA.

a Master’s degree in Mathematical Finance from Columbia University, a Master’s degree in Physics from Moscow State Institute

of Electronics Technology (MEIT) and a degree in Finance from The London School of Economics and Political Science.

Livson has a Master’s degree in Mathematical Finance from Columbia University, a Master’s degree in Physics from Moscow State Institute of Electronics Technology (MEIT) and a degree in Finance from The London School of Economics and Political Science.

Payel Farasat is our Chief Investment Officer.

Since December 2020, Ms.

Farasat has been the Chief Investment Officer (CIO) of Burkhan World Investments LLC (“Burkhan”)

and the Co-founder and Managing Partner of V4 Capital LLC, a consultancy and private equity firm that specializes in investing with purpose,

impact and heart.

Farasat has been the Chief Investment Officer (CIO) of Burkhan World Investments LLC (“Burkhan”) and the Co-founder and Managing Partner of V4 Capital LLC, a consultancy and private equity firm that specializes in investing with purpose, impact and heart.

Since December 2017, Ms.

Farasat has been the Managing Principal of Farasat Consulting Group LLC (“FCG”),

a business and management consulting firm.

Farasat is also the Founder and Master Coach of Project Me Coaching, a coaching and advisory

organization which she founded in June 2017.

Farasat has over 20 years of experience, intuition, and conviction in asset management

and financial advising.

Farasat chairs Burkhan’s Investment Committee and curates investment policy and portfolio management

for Burkhan’s global ecosystem of group companies.

Farasat researches and analyzes the landscape of rapid growth companies in

the InfraTech/PropTech/FinTech, Artificial Intelligence/Quantum Computing, MediaTech/eSports/eGaming, BioTech, Healthcare, HospitalityTech,

Alternative Energy, Blockchain, and Cryptocurrency sectors - searching for exceptional businesses to invest in and creates customized

capital raising solutions for Burkhan’s portfolio companies.

Prior to Burkhan, from February 2015 to November

Farasat has been the Managing Principal of Farasat Consulting Group LLC (“FCG”), a business and management consulting firm.

Farasat is also the Founder and Master Coach of Project Me Coaching, a coaching and advisory organization which she founded in June 2017.

Farasat has over 20 years of experience, intuition, and conviction in asset management and financial advising.

Farasat chairs Burkhan’s Investment Committee and curates investment policy and portfolio management for Burkhan’s global ecosystem of group companies.

Farasat researches and analyzes the landscape of rapid growth companies in the InfraTech/PropTech/FinTech, Artificial Intelligence/Quantum Computing, MediaTech/eSports/eGaming, BioTech, Healthcare, HospitalityTech, Alternative Energy, Blockchain, and Cryptocurrency sectors - searching for exceptional businesses to invest in and creates customized capital raising solutions for Burkhan’s portfolio companies.

Prior to Burkhan, from February 2015 to November 2017, Ms.

Farasat was the Chief Investment Officer of Loring Ward Securities Inc.

(“Loring Ward”), a Turnkey Asset Management

Provider and The SA Funds, Loring Ward’s proprietary mutual fund family with over $16 billion in assets under management.

chaired Loring Ward’s Investment Committee (that included Noble-laureate Dr.

(“Loring Ward”), a Turnkey Asset Management Provider and The SA Funds, Loring Ward’s proprietary mutual fund family with over $16 billion in assets under management.

Payel chaired Loring Ward’s Investment Committee (that included Noble-laureate Dr.

Harry Markowitz) and led the investment division.

the executive team, she was also responsible for the firm’s investment philosophy, policy, portfolio management, and messaging.

She managed the development of many investment strategies, methodology, performance, risk attribution analysis, 3rd party manager oversight,

board reporting, fintech solutions, public relations, and public commentaries.

On the executive team, she was also responsible for the firm’s investment philosophy, policy, portfolio management, and messaging.

She managed the development of many investment strategies, methodology, performance, risk attribution analysis, 3rd party manager oversight, board reporting, fintech solutions, public relations, and public commentaries.

Prior to Loring Ward, Ms.

Farasat was at Charles Schwab

(“Schwab”) from September 2007 through February 2015, as the Regional Vice President of Charles Schwab Investment

Management (“CSIM”), and earlier as Senior Manager of the Strategic Trading Group (“STG”), where she specialized

in complex hedging and advanced trading strategies for ultra-high net worth investors and financial advisors.

Farasat was at Charles Schwab & Co., Inc.

(“Schwab”) from September 2007 through February 2015, as the Regional Vice President of Charles Schwab Investment Management (“CSIM”), and earlier as Senior Manager of the Strategic Trading Group (“STG”), where she specialized in complex hedging and advanced trading strategies for ultra-high net worth investors and financial advisors.

Before joining Schwab, Ms.

Farasat was an independent Advanced Financial Advisor with Ameriprise Financial Services, Inc.

(“Ameriprise”) where she provided

financial planning and asset management to clients, businesses, and 401(k)s from July 2002 to September 2007.

Farasat is on the Board

of The Centre for Responsible Leadership (CRL) and is responsible for leading CRL’s Empowerment initiatives.

CRL is a global non-profit

Farasat earned a Bachelor’s degree in Economics summa cum laude from the University of California at Berkeley, Haas

School of Business with a double minor in Computer Science and Business Administration, and a Master of Science degree in Financial Analysis

(MSc FA) from University of San Francisco, magna cum laude.

(“Ameriprise”) where she provided financial planning and asset management to clients, businesses, and 401(k)s from July 2002 to September 2007.

Farasat is on the Board of The Centre for Responsible Leadership (CRL) and is responsible for leading CRL’s Empowerment initiatives.

CRL is a global non-profit and NGO.

Farasat earned a Bachelor’s degree in Economics summa cum laude from the University of California at Berkeley, Haas School of Business with a double minor in Computer Science and Business Administration, and a Master of Science degree in Financial Analysis (MSc FA) from University of San Francisco, magna cum laude.

Farasat is also ICF Certified Coach and a PHI Certified Pranic Healer.

Christopher Schroeder is our Chief Marketing

Christopher Schroeder is our Chief Marketing Officer.

Over the last 30 years, Mr.

Schroeder has also been an interactive media resort developer, brand creator and marketer for globally

recognized brands.

He has a strong background in creating and implementing large scale marketing, branding, and development projects for

globally recognized organizations including American Express, California Tourism Commission, UMUSIC Hotels and MGM Resorts.

Since November

Schroeder has served as the chief executive officer of Experiential Ventures, LLC, an experiential hotel brand development

Schroeder has also been an interactive media resort developer, brand creator and marketer for globally recognized brands.

He has a strong background in creating and implementing large scale marketing, branding, and development projects for globally recognized organizations including American Express, California Tourism Commission, UMUSIC Hotels and MGM Resorts.

Since November of 2019, Mr.

Schroeder has served as the chief executive officer of Experiential Ventures, LLC, an experiential hotel brand development company.

From February 2016 through July 2019, Mr.

Schroeder served as the managing partner and a director of Dakia Entertainment &

He was a founding partner of the UMUSIC hotel and entertainment center concept that is a partnership with one of the world’s

largest music company, Universal Music Group.

Schroeder served as the managing partner and a director of Dakia Entertainment & Hospitality.

He was a founding partner of the UMUSIC hotel and entertainment center concept that is a partnership with one of the world’s largest music company, Universal Music Group.

He is also active in its expansion, creating iconic projects.

Schroeder is also leading

the creation and expansion of the WIRED Hotel brand, having an exclusive license to the brand.

Schroeder is also active in the creation

and expansion of other projects with legacy brands including Sports Illustrated, Condé

Nast, Authentic Brands Group and Emmitt

Schroeder is also leading the creation and expansion of the WIRED Hotel brand, having an exclusive license to the brand.

Schroeder is also active in the creation and expansion of other projects with legacy brands including Sports Illustrated, Condé Nast, Authentic Brands Group and Emmitt Smith.

From 2013 to 2015, Mr.

Schroeder served as chief

marketing officer for Veremonte, a multi-billion-dollar investment company based in London, where he worked to create leisure development

projects in Europe, bringing partnerships with Hard Rock Hotels and Cirque du Soleil.

He also worked to incubate and launch Formula E,

one of the first fully electric racing championship in the world, with such notable partners as Leonardo di Caprio, Michael Andretti,

Alain Prost, and Virgin Racing.

Schroeder served as chief marketing officer for Veremonte, a multi-billion-dollar investment company based in London, where he worked to create leisure development projects in Europe, bringing partnerships with Hard Rock Hotels and Cirque du Soleil.

He also worked to incubate and launch Formula E, one of the first fully electric racing championship in the world, with such notable partners as Leonardo di Caprio, Michael Andretti, Alain Prost, and Virgin Racing.

Races are held in cities all over the world including Paris, London, and New York.

Schroeder founded Reservation, one

of the world’s first internet development companies for the hospitality industry at the time.

From 1995 through 2003, he led the

development of the online reservation system in the travel industry for MGM Resorts and Hilton/Park Place Entertainment.

During this time

Schroeder also played a key role in creating and implementing a substantial rebranding and redevelopment campaign for MGM Resorts,

which included developing a multimedia roadshow to present to stockholders and investors to secure funding for the project.

also served as president of the interactive division for Custom Marketing Group, the destination marketing group for American Express,

where he developed and managed digital media campaigns for over 20 tourism boards.

Schroeder has has participated in travel marketing,

incentives, and loyalty, having created a patented rewards system and founding a leading incentive company that created proprietary products

and long-term marketing campaigns for companies including Capital One, American Express, Bank of America, Samsonite, and Ford Motor Company.

Many of his programs were ongoing and included cooperative marketing initiatives incorporating local tourism boards, corporate partners,

attractions, media, airlines, and hotels.

Schroeder also created the first custom travel offers for NBC’s Today Show in addition

to Fox and Friends, CBS, and others.

Additionally, Schroeder, in partnership with Steve Burks, created a proprietary travel rewards system

that multiple companies used including the world’s largest online travel company, Priceline/booking.com.

Schroeder founded Reservation, one of the world’s first internet development companies for the hospitality industry at the time.

From 1995 through 2003, he led the development of the online reservation system in the travel industry for MGM Resorts and Hilton/Park Place Entertainment.

During this time Mr.

Schroeder also played a key role in creating and implementing a substantial rebranding and redevelopment campaign for MGM Resorts, which included developing a multimedia roadshow to present to stockholders and investors to secure funding for the project.

Schroeder also served as president of the interactive division for Custom Marketing Group, the destination marketing group for American Express, where he developed and managed digital media campaigns for over 20 tourism boards.

Schroeder has has participated in travel marketing, incentives, and loyalty, having created a patented rewards system and founding a leading incentive company that created proprietary products and long-term marketing campaigns for companies including Capital One, American Express, Bank of America, Samsonite, and Ford Motor Company.

Many of his programs were ongoing and included cooperative marketing initiatives incorporating local tourism boards, corporate partners, attractions, media, airlines, and hotels.

Schroeder also created the first custom travel offers for NBC’s Today Show in addition to Fox and Friends, CBS, and others.

Additionally, Schroeder, in partnership with Steve Burks, created a proprietary travel rewards system that multiple companies used including the world’s largest online travel company, Priceline/booking.com.

During college, Mr.

founded one of the largest college travel and marketing companies in the country, with clients including Ocean Pacific, Miller Beer, Hawaiian

Tropics and Ujena Swimwear.

This led to him being hired directly from college to serve as the National Marketing and Retail Director for

the company owning Ujena Swimwear, Swimwear Illustrated and Runner’s World Magazines.

Schroeder attended Texas State University,

Schroeder founded one of the largest college travel and marketing companies in the country, with clients including Ocean Pacific, Miller Beer, Hawaiian Tropics and Ujena Swimwear.

This led to him being hired directly from college to serve as the National Marketing and Retail Director for the company owning Ujena Swimwear, Swimwear Illustrated and Runner’s World Magazines.

Schroeder attended Texas State University, San Marcos.

Our Directors

Leon Golden serves as a member of our Board of Directors as

of the date of this prospectus.

Leon Golden serves as a member of our Board of Directors as of the date of this prospectus.

Golden is a chartered public accountant and has worked as an accountant at ARG Associates, Inc.

accounting firm in Brooklyn, New York since 1996.

an accounting firm in Brooklyn, New York since 1996.

Golden has also been serving as a director for ARG Associates, Inc.

Golden has spent the past 25 years representing public and private companies in all areas of accounting practices.

Through his expertise

as a financial accountant, we believe he will be an integral part of the team.

Golden is a certified public accountant (CPA) and has

a bachelor’s degree from Brooklyn College.

Scott Young serves as a member of our Board

of Directors as of the date of this prospectus.

Through his expertise as a financial accountant, we believe he will be an integral part of the team.

Golden is a certified public accountant (CPA) and has a bachelor’s degree from Brooklyn College.

Scott Young serves as a member of our Board of Directors as of the date of this prospectus.

Since January 2010, Mr.

Young has served as a Senior Advisor and director of Dial Partners

LLP, And advisory firm specializing in mergers and acquisitions and corporate finance.

Young was one of the three founding board members

of Cambridge Quantum Computing Ltd, in Cambridge, England (“Cambridge”), serving from April 2015 through October 2017.

the recent announcement of a merger with Honeywell Quantum Solutions, Cambridge has become a leading integrated quantum computing company,

incorporating quantum software, Honeywell’s quantum hardware, and a quantum operating system which was developed by Cambridge Quantum.

Key attributes of the combined entity are quantum-enabled cybersecurity solutions, quantum chemistry for accelerated drug discovery and

securities and commodities trading enhancement, all with the incorporation of artificial intelligence, machine learning and other technologies.

Young has served as a Senior Advisor and director of Dial Partners LLP, And advisory firm specializing in mergers and acquisitions and corporate finance.

Young was one of the three founding board members of Cambridge Quantum Computing Ltd, in Cambridge, England (“Cambridge”), serving from April 2015 through October 2017.

After the recent announcement of a merger with Honeywell Quantum Solutions, Cambridge has become a leading integrated quantum computing company, incorporating quantum software, Honeywell’s quantum hardware, and a quantum operating system which was developed by Cambridge Quantum.

Key attributes of the combined entity are quantum-enabled cybersecurity solutions, quantum chemistry for accelerated drug discovery and securities and commodities trading enhancement, all with the incorporation of artificial intelligence, machine learning and other technologies.

Young also served as a director of Globomass Holdings Ltd.

from January 2012 until October 2016.

Young has served as a director

of Omnicyte Limited since November 2003 and is currently a member of its Nominating and Corporate Governance Committee.

Young provides strategic advice to a wide

range of entities, including private businesses, multinational companies, family offices, private equity groups and sovereign wealth

He is particularly focusing on companies that have developed technologies that are scalable on a worldwide basis, have strong

management teams, and supported by solid commercial business models.

Young was previously with Morgan Stanley & Company in

New York in the International Capital Markets group where his responsibilities included assisting sovereign governments in raising

debt on the international capital markets, working with large investment groups such as Templeton, JP Morgan Investment Management,

Fidelity and Soros in providing investment advice and hedging strategies.

He worked closely with Morgan Stanley’s Wealth

Management group worldwide in identifying international investment strategies for its clients.

Earlier positions include Corporate

Finance, Fixed Income and Equity Sales and Syndication with the securities trading and merchant banking firm LF Rothschild & Co

in New York providing financing, stock exchange listings and mergers & acquisitions advice to companies primarily in the

Technology and Biotech sectors.

Young has served as a director of Omnicyte Limited since November 2003 and is currently a member of its Nominating and Corporate Governance Committee.

Young provides strategic advice to a wide range of entities, including private businesses, multinational companies, family offices, private equity groups and sovereign wealth funds.

He is particularly focusing on companies that have developed technologies that are scalable on a worldwide basis, have strong management teams, and supported by solid commercial business models.

Young was previously with Morgan Stanley & Company in New York in the International Capital Markets group where his responsibilities included assisting sovereign governments in raising debt on the international capital markets, working with large investment groups such as Templeton, JP Morgan Investment Management, Fidelity and Soros in providing investment advice and hedging strategies.

He worked closely with Morgan Stanley’s Wealth Management group worldwide in identifying international investment strategies for its clients.

Earlier positions include Corporate Finance, Fixed Income and Equity Sales and Syndication with the securities trading and merchant banking firm LF Rothschild & Co in New York providing financing, stock exchange listings and mergers & acquisitions advice to companies primarily in the Technology and Biotech sectors.

Young worked with the U.S.

office of the Organization for Economic Co-operation and Development

in New York, providing guidance to the U.S.

Government as well as a wide range of multinational companies with inter-European and EU

policy and regulations governing financial services, labor practices, information sharing between police forces and security-related

issues, space cooperation and other key areas.

Young has a Bachelor of Science in Economics and International Studies, as well

as a Juris Doctor degree and Master of Business Administration degree from the University of North Carolina at Chapel Hill.

Porrello serves as a member of

our Board of Directors as of the date of this prospectus.

Porrello has been practicing law in South Florida for over twenty four years,

representing the needs of physicians, high net worth individuals and their families, including founding his own law firm, Joseph A.

P.A., in 2002.

office of the Organization for Economic Co-operation and Development in New York, providing guidance to the U.S.

Government as well as a wide range of multinational companies with inter-European and EU policy and regulations governing financial services, labor practices, information sharing between police forces and security-related issues, space cooperation and other key areas.

Young has a Bachelor of Science in Economics and International Studies, as well as a Juris Doctor degree and Master of Business Administration degree from the University of North Carolina at Chapel Hill.

Porrello serves as a member of our Board of Directors as of the date of this prospectus.

Porrello has been practicing law in South Florida for over twenty four years, representing the needs of physicians, high net worth individuals and their families, including founding his own law firm, Joseph A.

Porrello, P.A., in 2002.

Prior to founding Joseph A.

Porrello, P.A., Mr.

Porrello was a member of the Tax, Trusts & Estates and Corporate Departments

of Bilzin Sumberg, LLP, a South Florida law firm.

Porrello has extensive experience in designing and implementing sophisticated strategies

to protect business assets from creditors and the effects of income, estate and other taxes.

Porrello has been a director of Benessere

Capital Acquisition Corp., a special purpose acquisition company, since November 2021.

Porrello has served as a director of Compass

East, LLC, an accounting and financial planning advisory firm, since 2010.

Porrello received a Bachelors of Arts degree from the University

of Florida, a Juris Doctor degree from the University of Denver and a Master of Laws degree in taxation from the University of Florida.

Porrello was a member of the Tax, Trusts & Estates and Corporate Departments of Bilzin Sumberg, LLP, a South Florida law firm.

Porrello has extensive experience in designing and implementing sophisticated strategies to protect business assets from creditors and the effects of income, estate and other taxes.

Porrello has been a director of Benessere Capital Acquisition Corp., a special purpose acquisition company, since November 2021.

Porrello has served as a director of Compass East, LLC, an accounting and financial planning advisory firm, since 2010.

Porrello received a Bachelors of Arts degree from the University of Florida, a Juris Doctor degree from the University of Denver and a Master of Laws degree in taxation from the University of Florida.

Number and Terms of Office of Officers and Directors

Our board of directors consists of five directors.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first

fiscal year end following our listing on Nasdaq.

Our board is divided into two classes with only one class of directors being elected

in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after

our first fiscal year end following our listing on Nasdaq.

The term of office of the first class of directors, consisting of Joseph Porrello

and Isaac Chetrit, will expire at our first annual meeting of stockholders.

The term of office of the second class of directors, consisting

of Shahal Khan, Scott Young and Leon Golden will expire at the second annual meeting of stockholders.

Our officers are appointed by the board of directors

and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized

to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of

a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, Chief Operating Officer, President,

Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.

Our board is divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.

The term of office of the first class of directors, consisting of Joseph Porrello and Isaac Chetrit, will expire at our first annual meeting of stockholders.

The term of office of the second class of directors, consisting of Shahal Khan, Scott Young and Leon Golden will expire at the second annual meeting of stockholders.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, Chief Operating Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Director Independence

Nasdaq listing standards require that a majority

of our board of directors be independent.

An “independent director” is defined generally as a person other than an officer

or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s

board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of

We expect that our board of directors will determine that Scott Young, Joseph Porrello and Leon Golden and are “independent

directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled

meetings at which only independent directors are present.

Nasdaq listing standards require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

We expect that our board of directors will determine that Scott Young, Joseph Porrello and Leon Golden and are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

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an audit committee and a compensation committee.

Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the

Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require

that the compensation committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

Leon Golden, Scott Young

and Joseph Porrello serve as members of our audit committee, and Leon Golden chairs the audit committee.

Under the Nasdaq listing standards

and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent.

of Leon Golden, Scott Young and Josph Porrello meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of

the Exchange Act.

The Audit Committee’s duties, which are specified

in our Audit Committee Charter, include, but are not limited to:

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm

engaged by us;

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged

by us, and establishing pre-approval policies and procedures;

setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but

not limited to, as required by applicable laws and regulations;

Leon Golden, Scott Young and Joseph Porrello serve as members of our audit committee, and Leon Golden chairs the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent.

Each of Leon Golden, Scott Young and Josph Porrello meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

The Audit Committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

● the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

● pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

● setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

discussing and, as appropriate, reviewing with management and the independent registered public accounting firm our financial statements

and annual and quarterly reports, discussing with the independent registered public accounting firm any other matters required to be discussed

by accounting and auditing standards, and recommending to the Board whether the audited financial statements should be included in our

annual report;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent

registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal

quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental

or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent

registered public accounting firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered

public accounting firm and us to assess the independent registered public accounting firm’s independence;

● discussing and, as appropriate, reviewing with management and the independent registered public accounting firm our financial statements and annual and quarterly reports, discussing with the independent registered public accounting firm any other matters required to be discussed by accounting and auditing standards, and recommending to the Board whether the audited financial statements should be included in our annual report;

● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent registered public accounting firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

● reviewing the adequacy and effectiveness of our internal control policies and procedures on a regular basis;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated

by the SEC prior to us entering into such transaction;

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory

or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports

that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards

or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Financial Experts on Audit Committee

Pursuant to Nasdaq rules, the audit committee will

at all times be composed exclusively of “independent directors” who are able to read and understand fundamental financial

statements, including a company’s balance sheet, income statement and cash flow statement.

Each member of the audit committee is

financially literate and our board of directors has determined that Mr.

Golden qualifies as an “audit committee financial

expert” as defined in applicable SEC rules, which generally is any person who has past employment experience in finance or

accounting, requisite professional certification in accounting, or other comparable experience or background that results in the

individual’s financial sophistication.

Pursuant to Nasdaq rules, the audit committee will at all times be composed exclusively of “independent directors” who are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

Each member of the audit committee is financially literate and our board of directors has determined that Mr.

Golden qualifies as an “audit committee financial expert” as defined in applicable SEC rules, which generally is any person who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

Compensation Committee

Our Compensation Committee consists of Leon Golden

and Scott Young each of whom is an independent director under the Nasdaq listing standards.

Young is the Chairperson of the compensation

The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not

Our Compensation Committee consists of Leon Golden and Scott Young each of whom is an independent director under the Nasdaq listing standards.

Young is the Chairperson of the compensation committee.

The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

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● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above,

other than the payment to our financial advisor of $10,000 per month, for up to 15 months, for office space, utilities and secretarial

and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our

existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to

effectuate the consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial

business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements

entered into in connection with such initial business combination.

The charter also provides that the compensation

committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will

be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving

advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence

of each such adviser, including the factors required by Nasdaq and the SEC.

Notwithstanding the foregoing, as indicated above, other than the payment to our financial advisor of $10,000 per month, for up to 15 months, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating

committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq

In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director

nominee for selection by the board of directors.

The board of directors believes that the independent directors can satisfactorily

carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating

The directors who will participate in the consideration and recommendation of director nominees are Leon Golden,

Scott Young and Joseph Porrello.

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors.

The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are Leon Golden, Scott Young and Joseph Porrello.

In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent.

is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director

candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election

at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate

a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating

nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our

business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Code of Ethics

We have adopted a Code of Ethics applicable to our

directors, officers and employees.

We have filed copies of our Code of Ethics and our audit and compensation committee charters as exhibits

to the registration statement of which this prospectus is a part.

You can review these documents by accessing our public filings at the

SEC’s web site at www.sec.gov.

We have adopted a Code of Ethics applicable to our directors, officers and employees.

We have filed copies of our Code of Ethics and our audit and compensation committee charters as exhibits to the registration statement of which this prospectus is a part.

You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov.

In addition, a copy of the Code of Ethics will be provided without charge upon request from us.

addition, a copy of our Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or

waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Section 16(a) Beneficial Ownership

Reporting Compliance

Section 16(a) of the Securities Exchange

Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10%

of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports

of changes in ownership of our shares of common stock and other equity securities.

These executive officers, directors, and greater than

10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting

Based solely on our review of such forms furnished

to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive

officers, directors and greater than 10% beneficial owners were filed in a timely manner.

In addition, a copy of our Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

EXECUTIVE COMPENSATION

Employment Agreements

We have not entered into any employment agreements

with our executive officers and have not made any agreements to provide benefits upon termination of employment.

We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash

compensation for services rendered to us.

No compensation of any kind, including any finder’s fee, reimbursement, consulting

fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers or directors or any affiliate of our

Sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of

our initial business combination (regardless of the type of transaction that it is).

However, these individuals will be reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments

that were made to our Sponsor, officers or directors or our or their affiliates.

Any such payments prior to an initial business

combination will be made using funds held outside the trust account.

Other than quarterly audit committee review of such payments,

we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive

officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business

No executive officer has received any cash compensation for services rendered to us.

No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers or directors or any affiliate of our Sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors or our or their affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the

past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth

as of March 31, 2022 the number of shares of Class A common stock and Class B common stock beneficially owned by (i) each person

who is known by us to be the beneficial owner of more than five percent of our issued and outstanding shares of Class A common stock and

Class B common stock (ii) each of our officers and directors;

The following table sets forth as of April 20, 2023 the number of shares of Class A common stock and Class B common stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding shares of Class A common stock and Class B common stock (ii) each of our officers and directors;

and (iii) all of our officers and directors as a group.

March 31, 2022, we had 898,250 shares of Class A common stock and 9,487,500 shares of Class B common stock, issued and outstanding.

Class B common stock are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment.

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially

owned by them.

The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise

of the warrants, as the warrants are not exercisable within 60 days of March 31, 2022.

Name and Address of Beneficial Owner (1)

As of March 31, 2022, we had 898,250 shares of Class A common stock and 9,487,500 shares of Class B common stock, issued and outstanding.

The Class B common stock are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment.

As of April 20, 2023, the Company has 6,630,703 shares of Class A Common stock and 9,487,500 shares of Class B common stock, issued and outstanding.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of March 31, 2022.

Percentage of

Name and Address of Beneficial Owner (1)

Shahal Khan (2)

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BurTech LP LLC (2)

than one percent.

Less than one percent.

(1) Unless otherwise noted, the business address of each of these individuals is c/o BurTech Acquisition Corp., 1300 Pennsylvania Ave NW, Suite 700, Washington, DC 20004.

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Founder Shares

May 21, 2021, our Sponsor purchased 8,625,000 founder shares for an aggregate purchase price of $25,000.

On September 24, 2021, the Company

issued 862,500 shares of Class B common stock in connection with a 1.1 stock split, resulting in an aggregate of 9,487,500 shares of Class

B common stock outstanding, or approximately $0.003 per share.

The number of founder shares issued was determined based on the expectation

that such founder shares would represent 24.81% of the outstanding shares upon completion of this offering (excluding the shares of Class

A common stock issued to the representative or its designees, the placement units and securities underlying the placement units and assuming

the initial stockholders do not purchase units in this offering).

As of December 31, 2021, the Sponsor owned 9,487,500 shares of Class

B common stock and 898,250 shares of Class A Common Stock.

As the underwriters’ over-allotment option has been exercised in full,

none of the Class B shares of Common Stock held by the Sponsor are subject to forfeiture.

The initial stockholders have agreed not to transfer,

assign or sell any of their founder shares (or shares of common stock issuable upon conversion thereof) until the earlier to occur of:

(A) six months after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, if the

reported last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial

Business Combination.

On May 21, 2021, our Sponsor purchased 8,625,000 founder shares for an aggregate purchase price of $25,000.

On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split, resulting in an aggregate of 9,487,500 shares of Class B common stock outstanding, or approximately $0.003 per share.

The number of founder shares issued was determined based on the expectation that such founder shares would represent 24.81% of the outstanding shares upon completion of this offering (excluding the shares of Class A common stock issued to the representative or its designees, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering).

As of December 31, 2021, the Sponsor owned 9,487,500 shares of Class B common stock and 898,250 shares of Class A Common Stock.

As the underwriters’ over-allotment option has been exercised in full, none of the Class B shares of Common Stock held by the Sponsor are subject to forfeiture.

The initial stockholders have agreed not to transfer, assign or sell any of their founder shares (or shares of common stock issuable upon conversion thereof) until the earlier to occur of:

(A) six months after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, if the reported last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination.

Promissory Note – Related Party

May 21, 2021, the Sponsor issued to us an unsecured promissory note, pursuant to which we may borrow up to an aggregate principal amount

of $300,000, to be used for payment of costs related to the Initial Public Offering.

The note is non-interest bearing and payable on the

earlier of the consummation of the Initial Public Offering or the date on which we determine not to proceed with the Initial Public Offering.

On May 21, 2021, the Sponsor issued to us an unsecured promissory note, pursuant to which we may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the Initial Public Offering.

The note is non-interest bearing and payable on the earlier of the consummation of the Initial Public Offering or the date on which we determine not to proceed with the Initial Public Offering.

These amounts were paid out of the proceeds that had been allocated for the payment of offering expenses of the Initial Public Offering.

Related Party Loans

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or our officers

and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”).

Such Working Capital

Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation of a Business Combination, without interest,

or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional

Placement Units at a price of $10.00 per Unit.

In the event that a Business Combination does not close, we may use a portion of proceeds

held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the

Working Capital Loans.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit.

In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of December 31, 2021, there was no amount outstanding under any Working Capital Loan.

Administrative Services Arrangement

financial advisor has agreed, commencing from the date that our securities are first listed on NASDAQ through the earlier of our consummation

of a Business Combination and its liquidation, to make available to us certain general and administrative services, including office space,

utilities and administrative services, as we may require from time to time.

We have agreed to pay the financial advisor $10,000 per month

for these services.

Our Sponsor, officers and directors, or any of their

respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as

identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review

on a quarterly basis all payments that were made to our Sponsor, officers or directors or our or their affiliates and will determine which

expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses

incurred by such persons in connection with activities on our behalf..

Other than the payment to our financial advisor

of $10,000 per month, for up to 15 months, for office space, utilities and secretarial and administrative support, no compensation of

any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or

any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business

Our financial advisor has agreed, commencing from the date that our securities are first listed on NASDAQ through the earlier of our consummation of a Business Combination and its liquidation, to make available to us certain general and administrative services, including office space, utilities and administrative services, as we may require from time to time.

We have agreed to pay the financial advisor $10,000 per month for these services.

Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf..

Other than the payment to our financial advisor of $10,000 per month, for up to 15 months, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

Related Party Policy

Our Code of Ethics, which we adopted on December

15, 2021, requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of

interests, except under guidelines approved by the board of directors (or the audit committee).

Related-party transactions are defined

as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or

any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater

than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or

will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner

of another entity).

A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult

to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family,

receives improper personal benefits as a result of his or her position.

In addition, our audit committee, pursuant to a

written charter that we adopted on December 15, 2021, is responsible for reviewing and approving related party transactions to the extent

that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at

which a quorum is present will be required in order to approve a related party transaction.

A majority of the members of the entire audit

committee will constitute a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit committee will

be required to approve a related party transaction.

A form of the audit committee charter that we adopted on December 13, 2021, is filed

as an exhibit to the registration statement of which this prospectus is a part.

We also require each of our directors and executive officers

to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether

any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,

employee or officer.

To further minimize conflicts of interest, we have

agreed not to consummate an initial business combination with an entity that is affiliated with any of our Sponsor, officers or directors

unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm or another independent

entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of

Furthermore, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation

will be paid by us to our Sponsor, officers or directors or any affiliate of our Sponsor, officers or directors prior to, for services

rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business

combination (regardless of the type of transaction that it is).

However, the following payments will be made to our Sponsor, officers

or directors, or our or their affiliates, none of which will be made from the proceeds of our public offering held in the trust account

prior to the completion of our initial business combination:

Our Code of Ethics, which we adopted on December 15, 2021, requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee).

Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

In addition, our audit committee, pursuant to a written charter that we adopted on December 15, 2021, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction.

A majority of the members of the entire audit committee will constitute a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

A form of the audit committee charter that we adopted on December 13, 2021, is filed as an exhibit to the registration statement of which this prospectus is a part.

We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view.

Furthermore, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to our Sponsor, officers or directors or any affiliate of our Sponsor, officers or directors prior to, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

However, the following payments will be made to our Sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of our public offering held in the trust account prior to the completion of our initial business combination:

● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses;

Payment to our financial advisor of $10,000 per month, for up to 15 months, for office space, utilities and secretarial and administrative

● Payment to our financial advisor of $10,000 per month, for up to 15 months, for office space, utilities and secretarial and administrative support;

● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

Repayment of non-interest bearing loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers

and directors to finance transaction costs in connection with an intended initial business combination, the terms of which (other than

as described above) have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000 of such

loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business

● Repayment of non-interest bearing loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which (other than as described above) have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.

The units would be identical to the placement units.

Our audit committee will review on a quarterly basis

all payments that were made to our Sponsor, officers, directors or our or their affiliates.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

Director Independence

Nasdaq listing standards require

that a majority of our board of directors be independent.

For a description of the director independence, see “— Part III, Item

10 - Directors, Executive Officers and Corporate Governance” .

Nasdaq listing standards require that a majority of our board of directors be independent.

For a description of the director independence, see “— Part III, Item 10 - Directors, Executive Officers and Corporate Governance” .

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following is a summary of fees paid or to be

paid to Marcum, LLP, or Marcum, for services rendered.

fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally

provided by Marcum in connection with regulatory filings.

The aggregate fees of Marcum for professional services rendered for the

audit of our annual financial statements, review of the financial information included in our Forms 8-K for the respective periods and

other required filings with the SEC for the period from March 2, 2021 (date of inception) to December 31, 2021 totaled approximately

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees of Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 8-K for the respective periods and other required filings with the SEC for the year ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021 totaled $88,045 and $66,015, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or

review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are

not required by statute or regulation and consultations concerning financial accounting and reporting standards.

During the period from

March 2, 2021 to December 31, 2021, we did not pay Marcum any audit-related fees.

not pay Marcum for tax return services, planning and tax advice for the period March 2, 2021 to December 31, 2021.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

For the year ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021, we did not pay Marcum any audit-related fees.

We did not pay Marcum for tax return services, planning and tax advice for the year ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021.

All Other Fees .

We did not pay Marcum for any other services for the period from March 2, 2021 to December 31, 2021.

We did not pay Marcum for any other services for the year ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021.

Pre-Approval Policy

Our audit committee was

formed upon the consummation of our initial public offering.

As a result, the audit committee did not pre-approve all of the foregoing

services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services

and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis

exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the

Our audit committee was formed upon the consummation of our initial public offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Form 10-K:

(a) The following documents are filed as part of this Form 10-K:

(1) Consolidated Financial Statements:

Report of Independent Registered Public Accounting

Balance Sheet

Statement of Operations

Statement of Changes in Stockholders’

Statement of Cash Flows

Report of Independent Registered Public Accounting Firm PCAOB ID (688)

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

23 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Labels Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

Pursuant to the requirements of Section 13 or 15(d) of the

Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BURTECH ACQUISITION CORP.

March 31, 2022

April 20, 2023

/s/ Shahal Khan

Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Shahal Khan

Chief Executive Officer and Chairman

March 31, 2022

April 20, 2023

(Principal Executive Officer)

1 unchanged sentence

Chief Financial Officer

March 31, 2022

April 20, 2023

(Principal Accounting and Financial Officer)

/s/ Isaac Chetrit

March 31, 2022

April 20, 2023

Isaac Chetrit

/s/ Leon Golden

March 31, 2022

April 20, 2023

/s/ Scott Young

March 31, 2022

April 20, 2023

/s/ Joseph Porrello

March 31, 2022

April 20, 2023

Joseph Porrello

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID:

PCAOB ID 688 )

Financial Statements:

Balance Sheet as of December 31, 2021

Statement of Operations for the period from March 2, 2021 (inception) through December 31, 2021

Statement of Changes in Stockholders’ Deficit for the period from March 2, 2021 (inception) through December 31, 2021

Statement of Cash Flows for the period from March 2, 2021 (inception) through December 31, 2021

Notes to the Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

BurTech Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of BurTech Acquisition Corp.

(the “Company”) as of December 31, 2021, the related statements of operations, changes in stockholders’

deficit and cash flows for the period from March 2, 2021 (inception) through December 31, 2021, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from March

2, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of BurTech Acquisition Corp.

(the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the period ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for each of the period ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2022 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

Additionally, the liquidation deadline is within 12 months of the filing date.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

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

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2021.

March 31, 2022

BURTECH ACQUISITION

BALANCE SHEET

DECEMBER 31, 2021

We have served as the Company’s auditor since 2021.

New York , NY

April 20, 2023

BURTECH ACQUISITION CORP.

BALANCE SHEETS

Current assets:

Cash and Cash Equivalents

Total current assets

1 unchanged sentence

Investments held in Trust Account

Liabilities and Stockholders’

Liabilities and Stockholders’ Deficit

Current liabilities:

Accrued offering costs and expenses

Franchise tax payable

Promissory note - related party

Income tax payable

Due to related party

3 unchanged sentences

Commitments and Contingencies (Note 6)

Class A common stock subject to possible redemption, 28,750,000 shares at redemption value of $10.15

Stockholders’

Class A common stock subject to possible redemption, 28,750,000 shares at redemption value of $ 10.25 and $ 10.15 as of December 31, 2022 and 2021, respectively

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

3 unchanged sentences

280,000,000 shares authorized;

1,329,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption)

1,329,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of December 31, 2022 and 2021

Class B common stock, $ 0.0001 par value;

20,000,000 shares authorized;

9,487,500 shares issued and outstanding

9,487,500 shares issued and outstanding as of December 31, 2022 and 2021

Additional paid-in capital

Accumulated deficit

Total stockholders’

Total Liabilities and Stockholders’

( 10,145,752 )

accompanying notes are an integral part of these financial statements.

BURTECH ACQUISITION

STATEMENT OF OPERATIONS

For the period

from March 2,

( 8,834,941 )

Total Stockholders’ Deficit

( 10,144,670 )

( 8,833,859 )

Total Liabilities and Stockholders’ Deficit

The accompanying notes are an integral part of these financial statements.

BURTECH ACQUISITION CORP.

STATEMENTS OF OPERATIONS

(Inception) to

December 31, 2021

Formation and operating costs

Franchise Tax

Loss from operations

( 1,523,929 )

Interest income earned on Trust

Total other income

Total other income, net

Income (Loss) before provision for income taxes

Provision for income taxes

Net income (loss)

Weighted average shares outstanding of Class A common stock subject to redemption, basic and diluted

Basic and diluted net loss per common stock, Class A subject to redemption

Basic and diluted net income (loss) per common stock, Class A subject to redemption

Weighted average shares outstanding of non-redeemable Class A common stock, basic and diluted

Basic and diluted net loss per common stock, non-redeemable Class A

Basic and diluted net income (loss) per common stock, non-redeemable Class A

Weighted average shares outstanding of Class B common stock, basic and diluted

Basic and diluted net loss per common stock, Class B

The accompanying notes

are an integral part of these financial statements.

BURTECH ACQUISITION

OF CHANGES IN STOCKHOLDERS’ DEFICIT

Basic and diluted net income (loss) per Class B common stock

The accompanying notes are an integral part of these financial statements.

BURTECH ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM MARCH 2, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Stockholders’

Balance –

March 2, 2021 (Inception)

Balance - March 2, 2021 (Inception)

Class B common stock issued to the Sponsor

Allocated fair value of 28,750,000 Public Warrants net

of allocated offering costs

Proceeds of 898,250 Private Placement Units net of allocated

offering costs

Allocated fair value of 28,750,000 Public Warrants net of allocated offering costs

Proceeds of 898,250 Private Placement Units net of allocated offering costs

Recorded the representative shares FV

Additional amount in deposited into trust ($10.15 per

Unit-$10.00 per Unit)

Remeasurement of Class A common stock

to redemption value

Additional amount in deposited into trust ($ 10.15 per Unit-$ 10.00 per Unit)

( 4,312,500 )

Accretion for common stock subject to redemption amount

( 25,713,731 )

( 8,769,049 )

( 34,482,780 )

Balance as of December 31, 2021

accompanying notes are an integral part of these financial statements.

BURTECH ACQUISITION

( 8,834,941 )

( 8,833,859 )

Accretion for common stock subject to redemption amount

( 2,984,418 )

Balance as of December 31, 2022

( 10,145,752 )

( 10,144,670 )

The accompanying notes are an integral part of these financial statements.

BURTECH ACQUISITION CORP.

STATEMENT OF CASH FLOWS

For the period

from March 2,

For the period from

March 2, 2021

(Inception) to

December 31, 2022

December 31, 2021

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Interest earned on cash and marketable securities held in Trust Account

( 3,989,294 )

Changes in current assets and liabilities:

Accrued offering costs and expenses

Franchise tax payable

Income tax payable

Due to related party

Net cash provided by operating activities

Net cash (used in) provided by operating activities

( 1,372,570 )

Cash Flows from Investing Activities:

Purchase of investment held in Trust Account

( 291,812,500 )

Net cash used in investing activities

( 291,812,500 )

Cash flows from financing activities:

2 unchanged sentences

Proceeds from private placement

Payment of note payable-related party

Payment of deferred offering costs

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Net change in cash

( 1,517,316 )

Cash, beginning of the period

6 unchanged sentences

Deferred underwriting commissions payable charged to additional paid in capital

The accompanying notes

are an integral part of these financial statements.

BURTECH ACQUISITION

NOTES TO FINANCIAL

Note 1— Organization, Business Operations

and Going Concern

The accompanying notes are an integral part of these financial statements.

BURTECH ACQUISITION CORP.

(the “Company”)

is a blank check company incorporated in Delaware on March 2, 2021, for the purpose of effecting a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

NOTES TO FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

BurTech Acquisition Corp.

(the “Company”) is a blank check company incorporated in Delaware on March 2, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of December 31, 2021, the Company had not commenced

any operations.

All activity for the period from March 2, 2021 (inception) through December 31, 2021 relates to the Company’s

formation and the Initial Public Offering (the “IPO”).

The Company will not generate any operating revenues until after the

completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest

income from the proceeds derived from the IPO.

As of December 31, 2022, the Company had not commenced any operations.

All activity for the period from March 2, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the Initial Public Offering (the “IPO”).

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO.

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is BurTech LP LLC, (the “Sponsor”).

The registration statement for the Company’s

IPO was declared effective on December 10, 2021 (the “Effective Date”).

On December 15, 2021, the Company completed the IPO

of 28,750,000 units, including 3,750,000 units from the full exercise of the overallotment option by the underwriters, at $10.00 per unit

(the “Units”), which is discussed in Note 3 (the “Initial Public Offering”).

Each Unit consists of one Class A

common stock and one redeemable warrant (the “Public Warrants”).

Each whole warrant entitles the holder to purchase one Class

A common stock at a price of $11.50 per share.

Simultaneously with the consummation of the IPO,

the Company consummated the private placement of 898,250 units (the “Private Placement Units”) to the Sponsor, including 93,750

units from the full exercise of the overallotment option by the underwriters, at a price of $10.00 per units, generate an aggregate of

$8,982,500 proceeds.

costs amounted to $16,919,619 consisting of $2,875,000 of underwriting commissions, $10,062,500 of deferred underwriting commissions,

$3,456,652 fair value of class A shares issued to the underwriters and $525,467 of other offering costs.

$1,539,541 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of

the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

Nasdaq rules require that a company must

complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the

trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time

of the Company’s signing a definitive agreement in connection with the initial Business Combination.

The board of directors will

make the determination as to the fair market value of the initial Business Combination.

If the board of directors is not able to independently

determine the fair market value of the initial Business Combination, the Company will obtain an opinion from an independent investment

banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.

While the Company considers it unlikely that the board of directors will not be able to make an independent determination of the fair

market value of the initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of

a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects.

Additionally,

pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of the Company’s independent directors.

Following the closing of the IPO on December

15, 2021, $291,812,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private

Placement Units was deposited into a trust account (the “Trust Account”) and will be invested only in U.S.

securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the

Investment Company Act which invest only in direct U.S.

The registration statement for the Company’s IPO was declared effective on December 10, 2021 (the “Effective Date”).

On December 15, 2021, the Company completed the IPO of 28,750,000 units, including 3,750,000 units from the full exercise of the overallotment option by the underwriters, at $ 10.00 per unit (the “Units”), which is discussed in Note 3 (the “Initial Public Offering”).

Each Unit consists of one Class A common stock and one redeemable warrant (the “Public Warrants”).

Each whole warrant entitles the holder to purchase one Class A common stock at a price of $ 11.50 per share.

Simultaneously with the consummation of the IPO, the Company consummated the private placement of 898,250 units (the “Private Placement Units”) to the Sponsor, including 93,750 units from the full exercise of the overallotment option by the underwriters, at a price of $ 10.00 per units, generate an aggregate of $ 8,982,500 proceeds.

Transaction costs amounted to $ 16,919,619 consisting of $ 2,875,000 of underwriting commissions, $ 10,062,500 of deferred underwriting commissions, $ 3,456,652 fair value of class A shares issued to the underwriters and $ 525,467 of other offering costs.

In addition, $ 1,539,541 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

Nasdaq rules require that a company must complete one or more Business Combinations having an aggregate fair market value of at least 80 % of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination.

The board of directors will make the determination as to the fair market value of the initial Business Combination.

If the board of directors is not able to independently determine the fair market value of the initial Business Combination, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.

While the Company considers it unlikely that the board of directors will not be able to make an independent determination of the fair market value of the initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects.

Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of the Company’s independent directors.

Following the closing of the IPO on December 15, 2021, $ 291,812,500 ($ 10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was deposited into a trust account (the “Trust Account”) and will be invested only in U.S.

government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Except with respect to interest earned on

the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $100,000 of interest

that may be used for the Company’s dissolution expenses, the proceeds from the IPO and the sale of the placement units held in

the Trust Account will not be released from the Trust Account until the earliest to occur of:

(a) the completion of the initial

Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend

the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the

Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the

Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business

Combination within 15 months from the closing of the IPO or (ii) with respect to any other provision relating to

stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is

unable to complete the initial Business Combination within 15 months from the closing of the IPO, subject to applicable law.

proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could

have priority over the claims of the Company’s public stockholders.

The Company will provide its public stockholders

with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either

(i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by

means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct

a tender offer will be made by the Company, solely in the Company’s 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 require the Company to seek stockholder approval under applicable

law or stock exchange listing requirement.

The Company will provide its public stockholders

with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation

of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the

Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein.

in the Trust Account is initially anticipated to be $10.15 per public share, however, there is no guarantee that investors will receive

$10.15 per share upon redemption.

The shares of common stock subject to redemption

will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial

Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

The Company will have only 15 months from the

closing of the IPO (the “Combination Period”) to complete the initial Business Combination.

If the Company is unable to complete

the initial Business Combination within the Combination Period (and the stockholders have not approved an amendment to the Company’s

charter extending this time period), the Company 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

and not previously released to the Company to pay its taxes (less 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), subject to applicable law, and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board

of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations

under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights

or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the initial Business

Combination within the Combination Period.

The Sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to

any founder shares, placement shares and public shares held by them in connection with the completion of the initial Business Combination,

(ii) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection

with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify

the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain

amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete the initial

Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights

or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with

respect to any founder shares and placement shares held by them if the Company fails to complete the initial Business Combination within

the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public

shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame;

and (iv) vote

any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated

transactions) in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable

to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective

target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination

agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 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 $10.15 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 the indemnity of the underwriters of the IPO against certain

liabilities, including liabilities under the Securities Act.

However, the Company has not asked the Sponsor to reserve for such indemnification

obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations

and believe that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure you that the Sponsor

would be able to satisfy those obligations.

As of December 31, 2021, the Company had approximately

$1.5 million in its operating bank account, and working capital of approximately $1.2 million.

Prior to the IPO, the Company’s liquidity

needs up to December 31, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to

cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $144,746 (see Note 5).

In addition, in

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor

or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as

defined below (see Note 5).

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $ 100,000 of interest that may be used for the Company’s dissolution expenses, the proceeds from the IPO and the sale of the placement units held in the Trust Account will not be released from the Trust Account until the earliest to occur of:

(a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s second amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100 % of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the IPO, subject to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s 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 require the Company to seek stockholder approval under applicable law or stock exchange listing requirement.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein.

The amount in the Trust Account is initially anticipated to be $ 10.15 per public share, however, there is no guarantee that investors will receive $ 10.15 per share upon redemption.

The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will have only 15 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination.

If the Company is unable to complete the initial Business Combination within the Combination Period (and the stockholders have not approved an amendment to the Company’s charter extending this time period), the Company 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 and not previously released to the Company to pay its taxes (less 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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period.

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100 % of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares and placement shares held by them if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame;

and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.15 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 $ 10.15 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 the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations.

Liquidity and Going Concern

As of December 31, 2022, the Company had $ 22,232 in its operating bank accounts, $ 295,802,694 in investments held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Public Shares in connection therewith and working capital deficit of $ 96,188 .

As of December 31, 2022, $ 3,989,294 of the amount on deposit in the Trust Account represented interest income.

Our liquidity needs up to December 31, 2022 had been satisfied through a payment from our sponsor of $ 25,000 for the Founder Shares to cover certain offering costs, the loan under an unsecured promissory note from the Sponsor of $ 144,746 and the net proceeds from the consummation of the Initial Public Offering held outside of the trust account.

As of December 31, 2022, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes that

the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a

Business Combination or one year from this filing.

Over this time period, the Company will be using these funds for paying existing accounts

payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target

businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating

the Business Combination.

Until the consummation of a Business Combination, the Company will use the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company expects it will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

The Company’s officers, directors and the Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

The Company is less than 8 months from its mandatory liquidation as of the time of filing this Annual Report on Form 10-K.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” Management has determined that the liquidity condition due to insufficient working capital, described above, and mandatory liquidation raises substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the financial statements contained in this Annual Report on Form 10-K are issued.

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

These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

Management is currently evaluating the impact

of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's

financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of

the date of the financial statement.

The financial statement does not include any adjustments that might result from the outcome of this

Note 2— Significant Accounting Policies

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

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement.

The financial statement does not include any adjustments that might result from the outcome of this uncertainty

The Company’s results of operations and ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control.

The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including reassurance and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine.

The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an initial business combination.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement is presented

in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant

to the rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”).

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS

Act”), and it 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 attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its 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.

Further, Section102(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.

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 election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for

public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private

companies adopt the new or revised standard.

This may make comparison of the Company’s financial statement 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.

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its 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.

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.

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 election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statement 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.

Use of Estimates

The preparation of this financial statement in

conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statement.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of these financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

One of the more significant accounting estimates included in these financial statements

is the determination of the fair value of the representative shares.

Such estimates may be subject to change as more current information

becomes available and, accordingly, the actual results could differ significantly from those estimates.

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

One of the more significant accounting estimates included in these financial statements is the determination of fair value of the warrant liabilities.

Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $1,539,548 in cash and did not

have any cash equivalents as of December 31, 2021.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

As of December 31, 2022 and 2021, the Company had $ 22,232 and $ 1,539,548 in cash, respectively, and no cash equivalents.

Investments Held in Trust Account

At December 31, 2021, the Company had $291,813,399

in investments held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S.

government securities,

cash, or a combination thereof.

The Company’s investments held in the Trust Account are classified as trading securities.

securities are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the

change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations.

At December 31, 2022 and 2021, the Company had $ 295,802,694 and $ 291,813,399 in investments held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S.

government securities, cash, or a combination thereof.

The Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

The Company applies ASC 820, which establishes

a framework for measuring fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an

exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or

most advantageous market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established

in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed

based on market data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions

based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or

liability and are to be developed based on the best information available in the circumstances.

Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock

subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from

Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair

Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the

control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s

control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2021, 28,750,000 Class A common

stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’

equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value

immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting

Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital

and accumulated deficit.

Offering Costs associated with the Initial

Public Offering

Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”,

and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the

Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2022 and 2021, 28,750,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO.

Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity.

Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

The Company incurred

offering costs amounting to $16,919,619 as a result of the IPO (consisting of $2,875,000 of underwriting fees, $10,062,500 of deferred

underwriting fees, $3,456,652 fair value of the Class A common stock issued to the underwriters and $525,467 of other offering costs).

Per Common Stock

has two classes of shares, which are referred to as Class A common stock and Class B common stock.

Earnings and losses are shared pro

rata between the two classes of shares.

The 29,648,250 potential common stocks for outstanding warrants to purchase the Company’s

shares were excluded from diluted earnings per share for the period from March 2, 2021 to December 31, 2021 because the warrants are contingently

exercisable, and the contingencies have not yet been met and its inclusion would be anti-dilutive.

As a result, diluted net loss per common

stock is the same as basic net loss per common stock for the periods.

The table below presents a reconciliation of the numerator and denominator

used to compute basic and diluted net loss per share for each class of common stock:

For the period from March 2, 2021 to

The Company incurred offering costs amounting to $ 16,919,619 as a result of the IPO (consisting of $ 2,875,000 of underwriting fees, $ 10,062,500 of deferred underwriting fees, $ 3,456,652 fair value of the Class A common stock issued to the underwriters and $ 525,467 of other offering costs).

The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income tax examinations by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) per Common Stock

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock.

Earnings and losses are shared pro rata between the two classes of shares.

The 29,648,250 potential common stocks for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti- dilutive.

As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock:

For The Period from

For the Year Ended

March 2, 2021 (Inception) Through

December 31, 2022

December 31, 2021

Non-redeemable

Basic and diluted net loss per share:

Allocation of net loss

Non-redeemable

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

Weighted-average shares outstanding including common stock subject to redemption

Basic and diluted net loss per share

The Company accounts for income taxes under FASB

ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for

both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future

tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established

when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty

in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process

for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits

to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

The Company has identified the United States as

its only “major” tax jurisdiction.

The Company is subject to income tax examinations

by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus

of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect

that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Basic and diluted net income (loss) per share

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal

depository insurance coverage of $250,000.

At December 31, 2021, the Company had not experienced losses on this account and management

believes the Company is not exposed to significant risks on such account.

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000.

At December 31, 2022 and 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

● Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

● Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

● Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Warrant Classification

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

The Company’s has analyzed the warrants issued in the Initial Public Offering (“Public Warrants”) and warrants included in the Private Placement Units (the “Private Warrants”) and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480.

The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards

Update (“ASU”) No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU

2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception,

and it simplifies the diluted earnings per share calculation in certain areas.

The Company is currently evaluating the impact of the ASU

on its financial position, results of operations or cash flows.

The Company’s management does not believe

that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

financial statement.

Note 3— Initial Public Offering

On December 15, 2021, the Company consummated

its IPO of 28,750,000 Units, including the issuance of 3,750,000 Units as a result of the underwriters’ full exercise of the over-allotment,

at a purchase price of $10.00 per Unit.

Each Unit that the Company is offering has a price of $10.00 and consists of one share of Class

A common stock and one redeemable warrant.

Each whole warrant will entitle the holder to purchase one Class A common stock at a price

of $11.50 per share, subject to adjustment.

All of the 28,750,000 shares

of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares

in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination

and in connection with certain amendments to the Company’s certificate of incorporation.

In accordance with SEC and its staff’s

guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the

control of the Company require common stock subject to redemption to be classified outside of permanent equity.

Given that common stock

was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of common stock classified as temporary

equity is the allocated proceeds based on the guidance in ASC 470-20.

The common stock is subject

to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

If it is probable

that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the

period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the

earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying

amount of the instrument to equal the redemption value at the end of each reporting period.

The Company recognizes changes in redemption

value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of

each reporting period.

Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption

amount value.

The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital

and accumulated deficit.

As of December

31, 2021, the common stock subject to redemption reflected on the balance sheet are reconciled in the following table:

Gross proceeds from public issuance

$ 287,500,000

Overfunding from Private Placement

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

The Company has not adopted this guidance as of December 31, 2022.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement.

INITIAL PUBLIC OFFERING

On December 15, 2021, the Company consummated its IPO of 28,750,000 Units, including the issuance of 3,750,000 Units as a result of the underwriters’ full exercise of the over-allotment, at a purchase price of $ 10.00 per Unit.

Each Unit that the Company is offering has a price of $ 10.00 and consists of one share of Class A common stock and one redeemable warrant.

Each whole warrant will entitle the holder to purchase one Class A common stock at a price of $ 11.50 per share, subject to adjustment.

All of the 28,750,000 shares of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation.

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

Given that common stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of common stock classified as temporary equity is the allocated proceeds based on the guidance in ASC 470-20.

The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480- 10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.

As of December 31, 2022 and 2021, the common stock subject to redemption reflected on the balance sheet are reconciled in the following table:

Gross proceeds

Overfunding From Private Placements

Proceeds allocated to Public Warrants

( 18,781,216 )

Redeemable common stock issuance costs

Class A common stock issuance costs

( 15,701,564 )

Accretion of carrying value to redemption value

Contingently redeemable common stock

$ 291,812,500

Note 4— Private Placement

Simultaneously with the closing of the IPO, the

Company’s Sponsor purchased an aggregate of 898,250 Private Placement Units, at a price of $10.00 per unit, or $8,982,500 in the

aggregate, in a private placement.

A portion of the proceeds from the Private Placement Units was added to the proceeds from the IPO held

in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale

of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements

of applicable law) and the Private Placement Units will be worthless.

Each Private Placement Unit will consist of one

share of Class A common stock and one redeemable warrant.

Each private warrant entitles the holder to purchase one share of Common

Stock at a purchase price of $11.50 per share.

The Sponsor and the Company’s officers and

directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after

the completion of the initial Business Combination.

Note 5— Related Party Transactions

Class A common stock subject to possible redemption, December 31, 2021

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption, December 31, 2022

PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 898,250 Private Placement Units, at a price of $ 10.00 per unit, or $ 8,982,500 in the aggregate, in a private placement.

A portion of the proceeds from the Private Placement Units was added to the proceeds from the IPO held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless.

Each Private Placement Unit will consist of one share of Class A common stock and one redeemable warrant.

Each private warrant entitles the holder to purchase one share of Common Stock at a purchase price of $ 11.50 per share.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination.

RELATED PARTY TRANSACTIONS

Founder Shares

On May 21, 2021, the Sponsor purchased 8,625,000

shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price

On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split, resulting

in an aggregate of 9,487,500 shares of Class B common stock outstanding, of which 1,237,500 shares were subject to forfeiture to the extent

that the underwriter’s over-allotment option is not exercised.

On December 15, 2021, the underwriters fully exercised their over-allotment

option, hence, 1,237,500 Founder Shares were no longer subject to forfeiture.

The number of founder shares outstanding was determined

so that the founder shares, will represent, on an as-converted basis, 24.81%.

of the outstanding shares after the IPO (excluding the shares

of Class A common stock issued to the representative or its designees upon consummation of this offering, the placement units and securities

underlying the placement units and assuming the initial stockholders do not purchase units in this offering).

The initial stockholders have agreed not to transfer,

assign or sell any of their founder shares (or shares of common stock issuable upon conversion thereof) until the earlier to occur of:

(A) six months after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination,

if the reported last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock

dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after

the initial Business Combination.

Any permitted transferees will be subject to the same restrictions and other agreements of the initial

stockholders with respect to any founder shares (the “Lock-up”).

On May 21, 2021, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $ 0.0001 per share (the “Founder Shares”), for an aggregate price of $ 25,000 .

On December 15, 2021, the underwriters fully exercised their over-allotment option, hence, 1,237,500 Founder Shares were no longer subject to forfeiture.

The number of founder shares outstanding was determined so that the founder shares, will represent, on an as-converted basis, 24.81 % of the outstanding shares after the IPO (excluding the shares of Class A common stock issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering).

The initial stockholders have agreed not to transfer, assign or sell any of their founder shares (or shares of common stock issuable upon conversion thereof) until the earlier to occur of:

(A) six months after the completion of the initial Business Combination and (B)

subsequent to the initial Business Combination, if the reported last sale price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the initial Business Combination.

Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares (the “Lock-up”).

Administrative Support Agreement

Commencing on the effective date of the IPO, the Company will pay an affiliate of the Sponsor $ 10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees.

As of December 31, 2022 and 2021, the Company incurred and paid $ 112,903 and $ 7,097 for the administrative service fees.

Promissory Note — Related Party

The Sponsors agreed to loan the Company up to $300,000 to be used for

a portion of the expenses of the IPO.

These loans are non-interest bearing, unsecured and due at the earlier of December 31,

2021 or the closing of the IPO.

As of December 31, 2021, the Company had borrowed $144,746 under the promissory note.

The Sponsors agreed to loan the Company up to $ 300,000 to be used for a portion of the expenses of the IPO.

These loans are non- interest bearing, unsecured and due on demand.

As of December 31, 2022 and 2021, the Company had total of borrowings of $ 0 and $ 144,746 under the promissory note, respectively.

As of the Initial Public Offering date, December 15, 2021, the Company no longer has the ability to utilize the Promissory note.

Working Capital Loans

In order to finance transaction costs in connection

with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and

directors may, but are not obligated to, loan the Company funds on a non-interest bearing basis as may be required (the “Working

Capital Loans”).

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds on a non-interest bearing basis as may be required (the “Working Capital Loans”).

If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans.

the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the

Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used for such repayment.

Up to $1,500,000

of the Working Capital Loans made by the Sponsor, the Company’s officers and directors, or the Company’s or their affiliates

to the Company prior to or in connection with the initial Business Combination may be convertible into units, at a price of $10.00 per

unit at the option of the lender, upon consummation of the initial Business Combination.

The units would be identical to the placement

Other than as described above, the terms of the Working Capital Loans by the Sponsor, the Company’s officers and directors

or their affiliates, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans.

does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does 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 the Trust Account.

At December 31, 2021, no such Working Capital Loans were outstanding.

Administrative Service Fee

Commencing on the effective date of the IPO, the

Company will pay an affiliate of the Sponsor $10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees.

As of December 31, 2021, the Company accrued $7,097 for the administrative service fees for the period from the Effective Date (December

10, 2021) to December 31, 2021, which is included in due to related party on the accompanying balance sheet.

Note 6— Commitments and Contingencies

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used for such repayment.

Up to $ 1,500,000 of the Working Capital Loans made by the Sponsor, the Company’s officers and directors, or the Company’s or their affiliates to the Company prior to or in connection with the initial Business Combination may be convertible into units, at a price of $ 10.00 per unit at the option of the lender, upon consummation of the initial Business Combination.

The units would be identical to the placement units.

Other than as described above, the terms of the Working Capital Loans by the Sponsor, the Company’s officers and directors or their affiliates, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans.

The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does 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 the Trust Account.

At December 31,2022 and 2021, no such Working Capital Loans were outstanding.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the founder shares, the

representative shares, placement units (including component securities contained therein) and units (including securities contained

therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the

exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common

stock) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A common stock

issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement

to be signed prior to or on the effective date of the IPO, requiring the Company to register such securities for resale (in the case

of the founder shares, only after conversion to the Class A common stock).

The holders of the majority of these securities are

entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the

holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the

Company’s completion of the initial Business Combination and rights to require the Company to register for resale such

securities pursuant to Rule 415 under the Securities Act.

The registration rights agreement does not contain liquidated damages

or other cash settlement provisions resulting from delays in registering the Company’s securities.

The holders of the founder shares, the representative shares, placement units (including component securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock).

The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to

Rule 415 under the Securities Act.

The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

Underwriting Agreement

On December 15, 2021, the Company paid a cash

underwriting discount of 1.0% per Unit, or $2,875,000, as part of the underwriting fee.

Additionally, the underwriter is entitled to a deferred underwriting

discount of 3.5% of the IPO gross proceeds or $10,062,500, as a result of the underwriter’s over-allotment exercised in full upon

the completion of the Company’s initial Business Combination.

On December 15, 2021, the Company paid a cash underwriting discount of 1.0 % per Unit, or $ 2,875,000 , as part of the underwriting fee.

Additionally, the underwriter is entitled to a deferred underwriting discount of 3.5 % of the IPO gross proceeds or $ 10,062,500 , as a result of the underwriter’s over-allotment exercised in full upon the completion of the Company’s initial Business Combination.

Representative shares

On December 15, 2021, the Company issued to the

representative or its designees 431,250 of Class A common stock (“Representative Shares”).

The aggregate fair value of

the Representative shares was $3,456,652, or $8.02 per share and recorded as offering costs.

The Company accounted for the Representative

Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity.

The holders of the Representative Shares have

agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial Business

In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to

participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial Business

Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the

Company fails to complete its initial Business Combination within 15 months from the closing of the IPO.

The representative shares are

deemed to be underwriters’

compensation by FINRA pursuant to FINRA Rule 5110.

Please see Note 9 for valuation methodology and

assumptions used to determine the fair value of the Representative Shares.

On December 15, 2021, the Company issued to the representative or its designees 431,250 of Class A common stock (“Representative Shares”).

The aggregate fair value of the Representative shares was $ 3,456,652 , or $ 8.02 per share and recorded as offering costs.

The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity.

The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial Business Combination.

In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 15 months from the closing of the IPO.

The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.

Please see Note 8 for valuation methodology and assumptions used to determine the fair value of the Representative Shares.

Right of First Refusal

Subject to certain conditions, the Company granted

the representative, for a period of 15 months after the date of the consummation of the Business Combination, an irrevocable right of

first refusal to act as sole investment banker, sole book runner, and/or sole placement agent, at the representative’s sole discretion,

for each and every future public and private equity and debt offering, including all equity linked financings for the Company or any of

the Company’s successors or current or future subsidiaries.

In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal

shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms

Note 7— Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 1,000,000 shares

of preferred stock with a par value of $0.0001 per share.

As of December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock

The Company is authorized to issue 280,000,000

shares of Class A common stock with a par value of $0.0001 per share.

Holders of Class A common stock are entitled to one vote

for each share.

At December 31, 2021, there were 1,329,500 Class A common stock issued or outstanding, excluding 28,750,000 Class A common

stock subject to possible redemption.

Class B Common Stock

The Company is authorized to issue 20,000,000

shares of Class B common stock with a par value of $0.0001 per share.

Holders of the Class B common stock are entitled to one

vote for each share.

Subject to certain conditions, the Company granted the representative, for a period of 15 months after the date of the consummation of the Business Combination, an irrevocable right of first refusal to act as sole investment banker, sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for the Company or any of the Company’s successors or current or future subsidiaries.

In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

STOCKHOLDERS’ DEFICIT

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

As of December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of Class A common stock are entitled to one vote for each share.

At December 31, 2022 and 2021, there were 1,329,500 Class A common stock issued or outstanding, excluding 28,750,000 Class A common stock subject to possible redemption.

Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Holders of the Class B common stock are entitled to one vote for each share.

On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split.

As of December 31, 2021, there were 9,487,500 shares of Class B common stock issued and outstanding .

The number of founder shares outstanding was

determined so that the founder shares, will represent, on an as-converted basis, 24.81% of the outstanding shares after the IPO (excluding

the shares of Class A common stock issued to the representative or its designees upon consummation of this offering, the placement units

and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering).

The shares of Class B common stock will automatically

convert into shares of the Class A common stock at the time of the consummation of the initial Business Combination on a one-for-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations etc.

In the case that additional shares

of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus

and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into

shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common

stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A

common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis,

based on the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the shares of Class A common

stock to be issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying

the placement units and assuming the initial stockholders do not purchase units in this offering) plus all shares of Class A common

stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or

equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent

units and their underlying securities issued to the Sponsor or its affiliates upon conversion of Working Capital Loans made to the Company).

The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable

for shares of Class A common stock issued in a financing transaction in connection with the initial Business Combination, including

but not limited to a private placement of equity or debt.

Securities could be “deemed issued” for purposes of the conversion

rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

Each warrant entitles the holder to purchase one

share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein.

warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination or 12 months after the

closing of the IPO.

The warrants will expire at 5:00 p.m., New York

City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon

redemption or liquidation.

On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed

in the Trust Account.

The Company will not be obligated to deliver any

shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise

unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants

is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations

described below with respect to registration.

No warrant will be exercisable and the Company will not be obligated to issue shares of

Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered,

qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant

will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In no event will the Company be

required to net cash settle any warrant.

In the event that a registration statement is not effective for the exercised warrants, the purchaser

of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock

underlying such unit.

The Company has agreed that as soon as

practicable after the closing of the initial Business Combination to use its best efforts to file with the SEC a registration

statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration

statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the

warrants expire or are redeemed, as specified in the warrant agreement.

If a registration statement covering the shares of

Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the

initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any

period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless

basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the foregoing,

if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a

specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an

effective registration statement and during any period when the Company shall have failed to maintain an effective registration

statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities

Act of 1933, as amended, or the Securities Act, provided that such exemption is available.

If that exemption, or another exemption,

is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company

may redeem the outstanding warrants:

The shares of Class B common stock will automatically convert into shares of the Class A common stock at the time of the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations etc.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, based on the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the shares of Class A common stock to be issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of Working Capital Loans made to the Company).

The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt.

Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

Each warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $ 11.50 per share, subject to adjustment as described herein.

The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination or 12 months after the closing of the IPO.

The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration.

No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In no event will the Company be required to net cash settle any warrant.

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

The Company has agreed that as soon as practicable after the closing of the initial Business Combination to use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part;

3 unchanged sentences

● If and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

If the Company calls the warrants for redemption

as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so

on a “cashless basis.” In such event, each holder would pay the 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 difference between the exercise price of the warrants and the “fair market value”

(defined below) by (y) the fair market value.

The “fair market value” shall mean the average reported last sale price of the

shares of Class A common stock for the five trading days ending on the third trading day prior to the date on which the notice of redemption

is sent to the holders of warrants.

In addition, if (x) the Company issues additional

shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial

Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue

price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance

to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable,

prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than

60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the

consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class

A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial

Business Combination (such price, the ”Market Value”) is below $9.20 per share, then the exercise price of the warrants will

be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per

share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be

equal to 180% of the greater of the Market Value and the Newly Issued Price.

The Private Warrants, as well as any warrants

underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment

of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public

Offering, except that they will not be transferable, assignable or saleable until 30 days after the consummation of the initial Business

8 — Income Tax

The Company’s net deferred tax assets are as follows:

Deferred tax asset

If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the 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 difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

The “fair market value” shall mean the average reported last sale price of the shares of Class A common stock for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the ”Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

The Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering, except that they will not be transferable, assignable or saleable until 30 days after the consummation of the initial Business Combination.

The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 are as follows:

Deferred tax assets (liability)

Organizational costs/Startup expenses

Federal Net Operating loss

Total deferred tax asset

Total deferred tax assets (liability)

Valuation allowance

Deferred tax asset, net of allowance

The income tax provision consists of the following:

Deferred tax assets (liability), net of allowance

The income tax provision for the year ended December 31, 2022 and 2021 consists of the following:

Change in valuation allowance

Income tax provision

As of December 31, 2021, the Company had $10,178 of U.S.

federal operating

loss carryovers available to offset future taxable income, which do not expire.

In assessing the realization of the deferred tax

assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which

temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred

tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of

the information available, management believes that significant uncertainty exists with respect to future realization of the deferred

tax assets and has therefore established a full valuation allowance.

For the period from March 2, 2021 to December 31, 2021, the change

in the valuation allowance was $13,837.

Reconciliations of the federal income tax rate

to the Company’s effective tax rate at December 31, 2021 are as follows:

As of December 31, 2022 and 2021, the Company had $ 0 and $ 10,178 per prior year financial, of U.S.

federal operating loss carryovers available to offset future taxable income, which do not expire.

In assessing the realization of the deferred tax assets (liability), management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets (liability) is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax assets (liability), projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets (liability) and has therefore established a full valuation allowance.

For the period from March 2, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $ 13,837 .

For the year ended December 31, 2022, the change in the valuation allowance was $ 274,031 .

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows:

Statutory federal income tax rate

6 unchanged sentences

FAIR VALUE MEASUREMENTS

following table presents information about the Company ’s assets and liabilities that

were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques

the Company utilized to determine such fair value.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Quoted Prices In

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

December 31, 2022

Money Market Fund held in Trust Account

$ 291,813,399

The fair value of Representative Shares were valued

with a Probability Weighted Expected Return Model (“PWERM”).

The PWERM factors in the stock price, the timing of the business

combination, and the timing of the lapse of the transfer restrictions.

The fair value was the discounted cash flow from the sale of the

securities at the time the restrictions terminated.

Money Market Funds held in Trust Account

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

December 31, 2021

Money Market Funds held in Trust Account

The fair value of Representative Shares were valued with a Probability Weighted Expected Return Model (“PWERM”).

The PWERM factors in the stock price, the timing of the business combination, and the timing of the lapse of the transfer restrictions.

The fair value was the discounted cash flow from the sale of the securities at the time the restrictions terminated.

The expected return was the probability weighted and discounted for lack of marketability.

The key inputs used in the PWERM for the representative

shares valuation as of December 31, 2021 were as follows:

The key inputs used in the PWERM for the representative shares valuation as of December 31, 2021 were as follows:

Likelihood of business combination

1 unchanged sentence

Discount rate

Note 10— Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statement was issued.

Based on the Company’s review,

the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 24, 2023, the Company issued a press release stating that it has entered into a non-binding letter of intent for a potential business combination with CleanBay Renewables Inc., a late-stage enviro-tech company focused on the production of sustainable renewable natural gas, green hydrogen and natural controlled-release fertilizer.

On March 10, 2023, the Company and Sponsor entered into a non-redemption agreements (“Non-Redemption Agreements”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem up to an aggregate of 4,597,648 shares of the Company’s Class A common stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the special meeting of the stockholders called by the Company (the “Special Meeting”), In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party or third parties up to an aggregate of 1,274,412 shares of the Company’s Class B common stock held by the Sponsor immediately following the consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting.

Also during the Special Meeting the Shareholders approved an extension of time for the Company to consummate an initial business combination from March 15, 2023 to December 15, 2023 (the “Extension”), and to amend the Trust Management Agreement with Continental Stock & Transfer Company, dated as of December 10, 2021.

The Company’s stockholders redeemed 22,119,297 shares.

As a result, approximately $ 227.8 million (approximately $ 10.30 per share) was removed from the Company’s trust account to pay such holders.

Following redemptions, the Company will have 6,630,703 shares of Class A common stock outstanding, and approximately $ 68.0 million will remain in the Company’s trust account.

In addition, the Company has agreed that funds held in the Company’s trust account, including any interest thereon, will not be used to pay for any excise tax liabilities with respect to any future redemptions prior to or in connection with the Extension, an initial business combination or the liquidation of the Company.

The Sponsor of the Company will pay the excise tax when it becomes due.

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 9A. Controls and Procedures