What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-03-31 compared with 2022-03-31 · 2002 added, 2246 removed, 4 unchanged (100% of the section changed)

An investment in our securities involves a high degree

You should consider carefully all of the risks described below, together with the other information contained in this Annual

Report, before making a decision to invest in our securities.

If any of the following events occur, our business, financial condition

and operating results may be materially adversely affected.

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

could lose all or part of your investment.

Summary of Risk Factors

Our business is subject to numerous risks and

uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary.

These risks include, but are not limited to:

Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our sponsor shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.

Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

Our search for a business combination, and any partner business with which we ultimately complete a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic, any worsening of the pandemic or other disease outbreaks and the status of debt and equity markets.

We may not be able to complete our initial business combination within nine months after the closing of this offering (or such later period, if extended), in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets.

This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

If third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to appoint directors.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

We are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our stockholders from a financial point of view.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

We do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders do not agree.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

Our initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial business combination.

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

Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination.

The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

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

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

Our initial stockholders paid an aggregate of $25,000, or approximately $0.0161 per sponsor share and, accordingly, you will experience immediate and substantial dilution from the purchase of shares of our common stock.

You will not be permitted to exercise your warrants unless we register and qualify the underlying shares of common stock or certain exemptions are available.

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

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

Past performance by our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the Company.

General Risks Factors in Investing in a SPAC

Entity and Completing a Business Combination

We are an early stage company with no operating

history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are an early stage company established with no operating

results, and we will not commence operations until obtaining funding through our IPO.

Because we lack an operating history, you have no

basis upon which to evaluate our ability to achieve our business objective of completing our business combination with one or more target

We have no plans, arrangements or understandings with any prospective target business concerning a business combination and

may be unable to complete our business combination.

We will not generate any revenues

until, at the earliest, after the consummation of a business combination.

If we fail to complete our business combination, we will

never generate any operating revenues.

Our public shareholders may not be afforded an

opportunity to vote on our proposed business combination, which means we may complete our business combination even though a majority

of our public shareholders do not support such a combination.

We may not hold a stockholder vote to approve our business

combination unless the business combination would require stockholder approval under applicable Delaware law or the rules of the Nasdaq

or if we decide to hold a stockholder vote for business or other reasons.

Examples of transactions that would not ordinarily require stockholder

approval include asset acquisitions and share purchases, while transactions such as direct mergers with our company or transactions where

we issue more than 20% of our outstanding shares would require stockholder.

For instance, the Nasdaq rules currently allow us to engage

in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue

more than 20% of our outstanding shares to a target business as consideration in any business combination.

Therefore, if we were structuring

a business combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such business

Except as required by law or Nasdaq rules, the decision as to whether we will seek stockholder approval of a proposed business

combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and

will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise

require us to seek stockholder approval.

Accordingly, we may consummate our business combination even if holders of a majority of the

issued and outstanding shares of common stock do not approve of the business combination we consummate.

If we seek stockholder approval of our business

combination, our sponsor, officers and directors have agreed to vote in favor of such business combination, regardless of how our public

shareholders vote.

Unlike other blank check companies in which the initial

stockholders agree to vote their sponsor shares in accordance with the majority of the votes cast by the public stockholders in connection

with an initial business combination, our sponsor, officers and directors have agreed (and any permitted transferees will agree), pursuant

to the terms of a letter agreement entered into with us, to vote any sponsor shares held by them, as well as any public shares purchased

during or after our IPO, in favor of our initial business combination.

We expect that our sponsor and its permitted transferees will own

approximately 20% of our issued and outstanding shares at the time of any such stockholder vote (assuming it does not purchase units in

our IPO, and not taking into account ownership of the private placement warrants).

As a result, in addition to our initial stockholder’s

sponsor shares, we would need only 2,437,501, or approximately 37.5%, of the 6,500,000 public shares sold in our IPO to be voted in favor

of a transaction in order to have our initial business combination approved.

Further, assuming that only a quorum of 4,062,501 shares

of our common stock is present in person or by proxy at stockholder meeting to approve our initial business combination, if only the minimum

number of shares representing a quorum are voted, such approval would require the affirmative vote of 2,031,251 shares of our common stock,

which means that, in addition to our initial stockholders’ shares, we would need only 406,251, or approximately 6.25%, of the 6,500,000

public shares sold in our IPO to be voted in favor of an initial business combination in order to have our initial business combination

Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that the necessary stockholder

approval will be received than would be the cast if such persons agreed to vote their sponsor shares in accordance with the majority of

the votes cast by our public stockholders.

Our sponsor has the right to extend the term we

have to consummate our business combination, without providing our stockholders with redemption rights.

We will have until nine months from the closing of this

offering to consummate our initial business combination.

However, if we anticipate that we may not be able to consummate our initial business

combination within nine months, our board of directors may extend the period of time to consummate a business combination up to twelve

(12) times, each by an additional one month period (for a total of up to 21 months to complete a business combination), subject to the

authorization by our board of directors and the deposit of additional funds into the trust account by our sponsor or its affiliates or

designees as described elsewhere in this prospectus.

Our stockholders will not be entitled to vote or redeem their shares in connection

with any such extension.

In order for the time available for us to consummate our initial business combination to be extended, our sponsor

or its affiliates or designees must deposit into the trust account $216,667 (approximately $0.0333 per public share) for each one-month

extension, on or prior to the date of the applicable deadline, up to an aggregate of $2,600,004, or $0.40 per public share if we extend

for the full twelve months.

(for an aggregate of 12 months).

Any such payments may be made in the form of a non-interest-bearing

loan from our sponsor or its affiliates or designees and would be repaid, if at all, from funds released to us upon completion of our

initial business combination.

Any obligation to repay such loans may reduce the amount available to us to pay as purchase price in our

initial business combination, and/or may reduce the amount of funds available to the combined company following the initial business combination.

This feature is different than the traditional special purpose acquisition company structure, in which any extension of the company’s

period to complete a business combination requires a vote of the company’s stockholders and stockholders have the right to redeem

their public shares in connection with such vote, and which do not provide the sponsor with the right to loan funds to the company to

fund extension payments.

Your only opportunity to affect the investment

decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash,

unless we seek shareholder approval of the business combination.

At the time of your investment in us, you will not

be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses.

Since our Board of Directors

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

vote on the business combination, unless we seek such stockholder approval.

Accordingly, if we do not seek stockholder approval, your

only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption

rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public

stockholders in which we describe our business combination.

The ability of our public shareholders to redeem

their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult

for us to enter into a business combination with a target.

We may seek to enter into a business combination transaction

agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result,

would not be able to proceed with the business combination.

Furthermore, in no event will we redeem our public shares in an amount that

would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon consummation

of our business combination (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible

asset or cash requirement which may be contained in the agreement relating to our business combination.

Consequently, if accepting all

properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 upon consummation of our business

combination or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption

and the related business combination and may instead search for an alternate business combination.

Prospective targets will be aware of

these risks and, thus, may be reluctant to enter into a business combination transaction with us.

The ability of our public shareholders to exercise

redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or

optimize our capital structure.

At the time we enter into an agreement for our business

combination, we will not know how many stockholders may exercise their redemption rights, and therefore we will need to structure the

transaction based on our expectations as to the number of shares that will be submitted for redemption.

If our business combination agreement

requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash

at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing.

In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction

to reserve a greater portion of the cash in the trust account or arrange for third party financing.

Raising additional third-party financing

may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

The above considerations may

limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

The ability of our public shareholders to exercise

redemption rights with respect to a large number of our shares could increase the probability that our business combination would be unsuccessful

and that you would have to wait for liquidation in order to redeem your shares.

If our business combination agreement requires us to

use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,

the probability that our business combination would be unsuccessful is increased.

If our business combination is unsuccessful, you would

not receive your pro rata portion of the trust account until we liquidate the trust account.

If you are in need of immediate liquidity,

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

however, at such time our shares may trade at a discount to the pro rata amount

per share in the trust account.

In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected

in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

The requirement that we complete our business combination

within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease

our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine

our ability to complete our business combination on terms that would produce value for our shareholders.

Any potential target business with which we enter into

negotiations concerning a business combination will be aware that we must complete our business combination within 9 months from the closing

of our IPO (or up to 21 months from the closing of our IPO if we extend the period of time to consummate a business combination, as described

in more detail in this report).

Consequently, such target business may obtain leverage over us in negotiating a business combination,

knowing that if we do not complete our business combination with that particular target business, we may be unable to complete our business

combination with any target business.

This risk will increase as we get closer to the timeframe described above.

In addition, we may have

limited time to conduct due diligence and may enter into our business combination on terms that we would have rejected upon a more comprehensive

investigation.

In connection with any vote to approve a business combination,

we will offer each public stockholder the option to vote in favor of a proposed business combination and still seek redemption of his,

her or its shares.

In connection with any vote to approve a business

combination, we will offer each public stockholder (but not our founders, officers or directors) the right to have his, her or its shares

of common stock redeemed for cash (subject to the limitations described elsewhere in this prospectus) regardless of whether such stockholder

votes for or against such proposed business combination.

This ability to seek redemption while voting in favor of our proposed business

combination may make it more likely that we will consummate a business combination.

We may not be able to complete our business combination

within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem

our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share, or less than such amount in

certain circumstances, and our rights and warrants will expire worthless.

Our sponsor, officers and directors have agreed that

we must complete our business combination within 9 months from the closing of our IPO (or up to 21 months from the closing of our IPO

if we extend the period of time to consummate a business combination).

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

our business combination within such time period.

If we have not completed our business combination within such time period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

trust account, including interest (which interest shall be net of taxes payable, and less interest to pay dissolution expenses) divided

by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights

as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, liquidate

and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other

applicable law.

In such case, our public stockholders may only receive $10.00 per share, and our rights and warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.

If third parties

bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders

may be less than $10.00 per share” and other risk factors herein.

Our search for a business combination, and any

target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak

and the status of debt and equity markets.

In December 2019, a novel strain of coronavirus was

reported to have surfaced, which has and is continuing to spread throughout the world.

On January 30, 2020, the World Health Organization

declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, U.S.

Human Services Secretary Alex M.

Azar II declared a public health emergency for the United States to aid the U.S.

healthcare community

in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.”

The COVID-19 outbreak has resulted in a widespread health crisis that has adversely affected economies and financial markets worldwide,

business operations and the conduct of commerce generally, and the business of any potential target business with which we consummate

a business combination could be, or may already have been, materially and adversely affected.

Furthermore, we may be unable to complete

a business combination if concerns relating to COVID-19 continue to restrict travel or limit the ability to have meetings with potential

investors, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction

in a timely manner.

The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which

are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions

to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters of global concern continue

for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we

ultimately consummate a business combination, may be materially adversely affected.

In addition, our ability to consummate

a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including

as a result of increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable

to us or at all.

Our sponsor may decide not to extend the term we

have to consummate our business combination, in which case we would cease all operations except for the purpose of winding up and we would

redeem our public shares and liquidate, and the warrants and rights will be worthless.

We will have until nine months from the closing of this

offering to consummate our initial business combination.

However, if we anticipate that we may not be able to consummate our initial business

combination within nine months, we may extend the period of time to consummate a business combination up to twelve (12) times, each by

an additional one month period (for a total of up to 21 months to complete a business combination), subject to our board of directors

authorizing such extension and the sponsor depositing additional funds into the trust account as described elsewhere in this report.

our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial

business combination.

If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly

as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held

in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders

and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of

creditors and the requirements of other applicable law.

In such event, the warrants and rights will be worthless.

If we seek stockholder approval of our initial

business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public stockholders,

which may influence a vote on a proposed business combination and reduce the public “float” of our common stock.

If we seek stockholder approval of our initial business

combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,

our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open

market either prior to or following the completion of our initial business combination, although they are under no obligation to do so.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no

longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our sponsor, directors,

officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already

elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their

The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive

if it elected to redeem its shares in connection with our initial business combination.

The purpose of such purchases could be to vote

such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business

combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain

amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.

This may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public

“float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult

to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If a shareholder fails to receive notice of our

offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its

shares, such shares may not be redeemed

will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business

Despite our compliance with these rules, if a stockholder fails to receive our proxy solicitation or tender offer materials,

as applicable, such stockholder may not become aware of the opportunity to redeem its shares.

In addition, the proxy solicitation or tender

offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination

will describe the various procedures that must be complied with in order to validly redeem or tender public shares.

we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares

in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer

or proxy materials documents mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve

the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically.

the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

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

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

rights will expire worthless.

We may be unable to complete our initial business combination

for a number of reasons.

For example, we expect to encounter intense competition from other entities having a business objective similar

to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities,

domestic and international, competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established

and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing

services to various industries and possess greater technical, human and other resources or more local industry knowledge than we do.

our financial resources may be relatively limited when contrasted with those of many of these competitors.

While we believe there are

numerous target businesses we could potentially acquire with the net proceeds of our IPO and the sale of the private placement warrants,

our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available

financial resources.

Furthermore, if we are obligated to pay cash for the shares of common stock redeemed, it would reduce the resources

available to us for our initial business combination.

Any of these obligations may place us at a competitive disadvantage in successfully

negotiating a business combination.

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

only approximately $10.00 per share (or less in certain circumstances) on the liquidation of our trust account and our warrants and rights

will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their

of our structure, limited resources and the significant competition for business combination opportunities, other companies

may have a competitive advantage and we may not be able to consummate an attractive business combination.

We expect to encounter intense competition from

entities other than blank check companies having a business objective similar to ours, including private investors (which may be individuals

or investment partnerships), venture

capital funds, leveraged buyout funds and operating businesses competing for acquisitions.

Many of these entities are well established

and have extensive experience in identifying and effecting business combinations directly or through affiliates.

Many of these competitors

possess greater technical, human and other resources than we do and our financial resources will be relatively limited when compared to

those of many of these competitors.

While we believe that there are numerous potential target businesses that we could acquire with the

net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available

financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

Our obligation to pay cash in connection with

our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination

may not be viewed favorably by target businesses.

seeking stockholder approval or engaging in a tender offer in connection with any proposed business combination may delay the consummation

of such a transaction.

Additionally, our outstanding rights and warrants, and the future dilution they potentially represent, may not

be viewed favorably by certain target businesses.

Any of the foregoing may place us at a competitive disadvantage in successfully negotiating

and consummating a business combination.

You will not have any rights or interests in funds

from the trust account, except under certain limited circumstances.

To liquidate your investment, therefore, you may be forced to sell

your public shares, rights or warrants, potentially at a loss.

Our public stockholders will be entitled to receive

funds from the trust account only upon the earlier to occur of:

(i) our completion of an initial business combination, and then only in

connection with those shares of common stock that such stockholder properly elected to redeem, subject to the limitations described herein,

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

of Incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial

business combination within nine months (or 21 months) from the closing of this offering and (iii) the redemption of our public shares

if we are unable to complete an initial business combination within nine months (or 21 months) from the closing of our IPO, subject to

applicable law and as further described herein.

In addition, if we have not completed an initial business combination within the required

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

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

In that case, public stockholders may be forced to wait

beyond the end of such period before they receive funds from our trust account.

In no other circumstances will a public stockholder have

any right or interest of any kind in the trust account.

Holders of warrants and rights will not have any right to the proceeds held in

the trust account with respect to the warrants and rights.

Accordingly, to liquidate your investment, you may be forced to sell your public

shares, warrants, or rights, potentially at a loss.

The requirement that the target business or businesses that we

acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (less any taxes

payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time of the execution of a definitive

agreement for our initial business combination may limit the type and number of companies that we may complete such a business combination

Pursuant to the Nasdaq listing rules, the target

business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in

the trust account (less any taxes payable on interest earned and less any interest earned thereon that is released to us for taxes) at

the time of the execution of a definitive agreement for our initial business combination.

This restriction may limit the type and number

of companies that we may complete an initial business combination with.

If we are unable to locate a target business or businesses that

satisfy this fair market value test, we may be forced to liquidate and you will only be entitled to receive your pro rata portion of the

funds in the trust account.

If Nasdaq delists our securities from trading on its exchange after this offering, we would not be required

to satisfy the fair market value requirement described above and could complete a business combination with a target business having a

fair market value substantially below 80% of the balance in the trust account.

In connection with any stockholder meeting called to approve a

proposed initial business combination, we may require stockholders who wish to redeem their shares in connection with a proposed business

combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption

rights prior to the deadline for exercising their redemption rights.

In connection with any stockholder meeting called

to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he is voting for

or against such proposed business combination, to demand that we redeem his or her shares into a pro rata share of the trust account as

of two business days prior to the consummation of the initial business combination.

We may require public stockholders who wish to redeem

their shares in connection with a proposed business combination to either (i) tender their certificates (if any) to our transfer agent

or (ii) deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal

At Custodian) System, at the holders’ option, in each case prior to a date set forth in the tender offer documents or proxy materials

sent in connection with the proposal to approve the business combination.

In order to obtain a physical share certificate, a stockholder’s

broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request.

It is our understanding that stockholders

should generally allot at least two weeks to obtain physical certificates from the transfer agent.

However, because we do not have any

control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate.

While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact.

if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet

the deadline for exercising their redemption rights and thus may be unable to redeem their shares.

If, in connection with any stockholder meeting called to approve

a proposed business combination, we require public stockholders who wish to redeem their shares to comply with specific requirements for

redemption, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the proposed business

combination is not approved.

We may require our public stockholders seeking to

exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender

their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders,

or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials

or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At

Custodian) System, rather than simply voting against the initial business combination at the holder’s option.

The tender offer or

proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination

will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that

a beneficial holder must identify itself in order to validly redeem its shares.

Accordingly, a public stockholder would have from the

time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled

vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise

its redemption rights.

Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the

case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote.

However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional

notice of redemption if we conduct redemptions in conjunction with a proxy solicitation.

Given the relatively short exercise period, it

is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced

tendering process and the act of certificating the shares or delivering them through The Depository Trust Company’s DWAC (Deposit/Withdrawal

At Custodian) System.

The transfer agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether

or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders

seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights

regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used

by many blank check companies.

In order to perfect redemption rights in connection with their business combinations, many blank check

companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply

vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her

redemption rights.

After the business combination was approved, the company would contact such stockholder to arrange for him or her to

deliver his or her certificate to verify ownership.

As a result, the stockholder then had an “option window” after the completion

of the business combination during which he or she could monitor the price of the company’s stock in the market.

If the price rose

above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to

the company for cancellation.

As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder

meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder

delivered its certificate.

The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s

election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may

be withdrawn at any time up to the date set forth in the tender offer materials or two business days prior to the scheduled date of the

stockholder meeting set forth in our proxy materials, as applicable (unless we elect to allow additional withdrawal rights).

if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior

to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate

(physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem

their shares will be distributed promptly after the completion of our initial business combination.

If our initial proposed business combination is not

completed, we may continue to try to complete a business combination until nine months from the consummation of this offering or during

any extension period.

If our initial business combination is not approved or completed for any reason, then our public stockholders who

elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust

In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

You will not be entitled to protections normally

afforded to investors of many other blank check companies.

Since the net proceeds of our IPO and the sale of the

private placement warrants are intended to be used to complete an business combination with a target business that has not been identified,

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

However, because we have listed our

securities on the Nasdaq Global Market and have net tangible assets in excess of $5,000,001 upon the completion of our IPO and the sale

of the private placement warrants and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact,

we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors

will not be afforded the benefits or protections of those rules.

Among other things, this means our units will be immediately tradable

and we may have a longer period of time to complete our business combination than do companies subject to Rule 419.

Moreover, if our IPO

were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless

and until the funds in the trust account were released to us in connection with our completion of an business combination.

If we seek shareholder approval of our business

combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders

are deemed to hold in excess of 15% of our shares of common stock, you will lose the ability to redeem all such shares in excess of 15%

of our shares of common stock.

If we seek stockholder approval of our business combination

and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated

certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with

whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted

from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “Excess

Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares)

for or against our business combination.

Your inability to redeem the Excess Shares will reduce your influence over our ability to complete

our business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our business combination.

And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required

to sell your shares in open market transactions, potentially at a loss.

If the net proceeds of our IPO not being held in

the trust account are insufficient to allow us to operate for at least the next 9 months (or up to 21 months from the closing of our IPO

if we extend the period of time to consummate a business combination), we may be unable to complete our business combination.

The funds available to us outside of the trust account

may not be sufficient to allow us to operate for at least the next 9 months (or up to 21 months from the closing of our IPO if we extend

the period of time to consummate a business combination), assuming that our business combination is not completed during that time.

expect to incur significant costs in pursuit of our acquisition plans.

We may need to borrow funds from our founders, officers or directors

or their affiliates to operate or may be forced to liquidate.

Our founders, officers, directors and their affiliates may, but are not

obligated to, loan us funds, from time to time or at any time, in whatever amount that they deem reasonable in their sole discretion for

our working capital needs.

Each working capital loan would be evidenced by a promissory note.

The working capital notes would either be

paid upon consummation of our initial business combination, without interest, or, at holder’s discretion, an amount not to exceed

$2,400,000, may be converted into working capital warrants at a price of $1.00 per warrant with an exercise price of $11.50 per share.

We may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses.

Any such event in the future

may negatively impact the analysis regarding our ability to continue as a going concern at such time.

We believe that, upon the closing of our IPO, the funds

available to us outside of the trust account, will be sufficient to allow us to operate for at least the next 9 months (or up to 21 months

from the closing of our IPO if we extend the period of time to consummate a business combination);

however, we cannot assure you that

our estimate is accurate.

Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants

to assist us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund a “no-shop”

provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with

other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although

we do not have any current intention to do so.

If we entered into a letter of intent where we paid for the right to receive exclusivity

from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might

not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

Investing in our securities involves risks.

You should carefully consider the risks and uncertainties described below and the other information in this Annual Report on Form 10-K

before making an investment in our Common Stock.

Our business, financial condition, results of operations, or prospects could be materially

and adversely affected if any of these risks occurs, and as a result, the market price of our Common Stock could decline and you could

lose all or part of your investment.

This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties.

See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely

from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Risks Related to Our Limited Operating History and Early Stage

We are a medical diagnostic testing company with a limited operating

history and have not yet generated significant revenue from product sales.

We have incurred operating losses since our inception and may

never achieve or maintain profitability.

We have generated only nominal revenue in 2021

and 2022, including $901 in revenue generated in 2021 and $950 in revenue generated in 2022.

Our net losses totaled $620,448 and $4,660,985

for the years ended December 31, 2021 and 2022, respectively, and we have an accumulated deficit of $5,991,541 at December 31, 2022.

expect losses to continue as a result of our ongoing activities to commercially launch our first diagnostic assessment tests, to gain market

recognition and acceptance of that initial product, to expand our marketing channels and otherwise position ourselves to grow our revenue

opportunities, all of which will require hiring additional employees as well as other significant expenses.

We are unable to predict when

we will become profitable, and it is possible that we may never become profitable.

We may encounter unforeseen expenses, difficulties,

complications, delays, and other unknown factors that may adversely affect our business.

The size of our future net losses will depend,

in part, on the rate of future growth of our expenses, which we expect to increase substantially as a public company, and on our ability

to generate revenue.

Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.

If additional capital is not available when required, if at all, or is not available on acceptable terms, we could be forced to modify

or abandon our current business plan.

We believe our long-term value as a company will be greater if

we focus on growth, which may negatively impact our results of operations in the near term.

We believe our long-term value as a company

will be greater if we focus on longer-term growth over short-term results.

As a result, our results of operations may be negatively impacted

in the near term relative to a strategy focused on maximizing short-term profitability.

Significant expenditures on marketing efforts,

potential acquisitions and other expansion efforts may not ultimately grow our business or lead to expected long-term results.

Our business and the markets in which we operate are new and

rapidly evolving, which makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

Our business and the markets in which we operate

are new and rapidly evolving, which make it difficult to evaluate and assess the success of our business to date, our future prospects

and the risks and challenges that we may encounter.

These risks and challenges include our ability to:

attract new users of our tests through patient awareness as well as through key channel participants;

gain market acceptance of our initial and future tests and services with key constituencies and maintain and expand such relationships;

comply with existing and new laws and regulations applicable to our business and in our industry;

anticipate and respond to changes in payor reimbursement rates and the markets in which we operate;

react to challenges from existing and new competitors

maintain and enhance our reputation and brand;

effectively manage our growth and business operations, including new geographies;

accurately forecast our revenue and budget for, and manage, our expenses, including capital expenditures;

hire and retain talented individuals at all levels of our organization;

If we fail to understand fully or adequately

address the challenges that we are currently encountering or that we may encounter in the future, including those challenges described

here and elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adversely

If the risks and uncertainties that we plan for when operating our business are incorrect or change, or if we fail to manage

these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition

and results of operations could be adversely affected.

Our limited operating history make it difficult to evaluate our

future prospects and the risks and challenges we may encounter.

We were established in 2017 and we are continuing

to grow our marketing and management capabilities.

Consequently, predictions about our future success or viability may not be as accurate

as they could be if we had a longer operating history.

The evolving nature of

the medical diagnostics industry increases these uncertainties.

If our growth strategy is not successful, we may not be able to

continue to grow our revenue or operations.

Our limited operating history, evolving business and growth make it difficult to evaluate

our future prospects and the risks and challenges we may encounter.

In addition, as a business with a limited operating

history, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown challenges.

We are transitioning

to a company capable of supporting commercialization, sales and marketing.

We may not be successful in such a transition and, as a result,

our business may be adversely affected.

Our quarterly results may fluctuate significantly and may not

fully reflect the underlying performance of our business.

Our results of operations and key metrics discussed

elsewhere in this registration statement may vary significantly in the future and period-to-period comparisons of our operating results

and key metrics may not provide a full picture of our performance.

Accordingly, the results of any one quarter or year should not be

relied upon as an indication of future performance.

Our quarterly financial results and metrics may fluctuate as a result of a variety

of factors, many of which are outside of our control, and as a result they may not fully reflect the underlying performance of our business.

These quarterly fluctuations may negatively affect the value of our securities.

Factors that may cause these fluctuations include, without

the level of demand for our tests and services, which may vary significantly from period to period;

our ability to attract new customers, whether patients or strategic channel partners;

the timing of recognition of revenues;

the amount and timing of operating expenses;

general economic, industry and market conditions, both domestically and internationally, including any economic downturns and adverse impacts resulting from the COVID-19 pandemic and/or the military conflict between Russia and Ukraine;

the timing of our billing and collections;

adoption rates by participants in our key channels;

increases or decreases in the number of patients that use our tests or pricing changes upon any signing and renewals of agreements with healthcare sub-vertical channel participants;

changes in our pricing policies or those of our competitors;

the timing and success of new offerings by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, practitioners, clinics or outsourcing facilities;

extraordinary expenses such as litigation or other dispute-related expenses or settlement payments;

sales tax and other tax determinations by authorities in the jurisdictions in which we conduct business;

the impact of new accounting pronouncements and the adoption thereof;

fluctuations in stock-based compensation expenses;

expenses in connection with mergers, acquisitions or other strategic transactions;

changes in regulatory and licensing requirements;

the amount and timing of expenses related to our expansion to markets outside the United States;

the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill or intangibles from acquired companies.

Further, in any future period, our revenue growth

could slow or our revenues could decline for a number of reasons, including slowing demand for our tests and services, increasing competition,

a decrease in the growth of our overall market, or our failure, for any reason, to continue to capitalize on growth opportunities.

addition, our growth rate may slow in the future as our market penetration rates increase.

As a result, our revenues, operating results

and cash flows may fluctuate significantly on a quarterly basis and revenue growth rates may not be sustainable and may decline in the

future, and we may not be able to achieve or sustain profitability in future periods, which could harm our business and cause the market

price of our Common Stock to decline.

We received less proceeds from the Business Combination than

we initially expected.

This could prevent us from executing on our business plan and may result in our results of operation and financial

condition being worse than we previously projected.

We rely on the availability of capital to grow

our business.

The projections that we prepared in June 2022 in connection with the Business Combination assumed that we would receive

at least an aggregate of $15 million in capital from the Business Combination and the Legacy Cardio private placements conducted in 2022

prior to the Business Combination.

This base amount anticipated at least $5.0 million in proceeds remaining in the Trust Account following

payment of the requested redemptions.

At Closing, we received only a nominal amount of cash from the Trust Account due to higher than

expected redemptions by Mana public stockholders and higher than expected expenses in connection with the Business Combination.

we have less cash available to pursue our anticipated growth strategies and new initiatives than we projected.

This has caused and may

continue to cause significant delays in, or limit the scope of, our planned acquisition strategy and our planned product expansion timeline.

Our actual 2022 results differ materially from

the projections that were provided for the Business Combination for several reasons, including, among other things:

(i) the actual

level of redemptions by Mana public stockholders being higher than anticipated redemption levels;

(ii) the merger transaction costs and

deferred IPO costs substantially exceeding the remainder of the funds in the Trust Account after the redemption amount was paid;

general and administrative expenses for 2022 are expected to be higher than projected as a result of higher than expected costs associated

with investing in growth initiatives and positioning Cardio to operate with a strong corporate governance structure and higher costs related

to being a public company, including those related to directors’ and officers’ liability insurance.

As a result of these and

other factors, we have earned only $950 in revenue in 2022 compared to the revenue projection of $784,250 included in the projections Legacy Cardio

provided to Mana in connection with its consideration of the Business Combination transaction.

Additionally, we currently expect our actual

2023 results to differ materially from our projections for several reasons, including, among other things:

(i) the continued and

cumulative effects of the factors described in the immediately preceding paragraph, including less than anticipated transaction proceeds

and increased costs of revenue;

(ii) higher than projected general and administrative expenses as a result of the impact of employee

and executive hires and public company expenses, including directors’ and officers’ liability insurance;

and (iii) lower

than projected revenues as a result of a having less capital to carry out the business plan on which our projections were based.

Given the dynamic nature of the markets we operate

in, and the current status of our business, although we lack the visibility to reasonably quantify, the results for the future periods

beyond 2023 may also materially differ from our projections.

Because we experienced high redemptions by Mana

public stockholders in connection with the Business Combination and high transaction costs, we have no Trust Account proceeds available

to pursue our anticipated growth strategies and new initiatives, including our acquisition strategy, which could have a material impact

on our projected estimates and assumptions and actual results of operations and financial condition.

The estimates and assumptions used

in building our projections required the exercise of judgment and were and continue to be subject to various economic, business, competitive,

regulatory, legislative, political and other factors.

There can be no assurance that the projected results will be realized even after

accounting for the differences discussed herein, or that actual results will not be significantly higher or lower than estimated.

failure to achieve our projected results could harm the trading price of our securities and our financial position, and adversely affect

our future profitability and cash flows.

We expect to need to raise additional capital to fund our existing

operations or develop and commercialize new services or expand our operations.

Due to the extremely high percentage of redemptions

requested in connection with the Business Combination, substantially all of the funds in the Trust Account that was established as the

depository of the IPO net proceeds and proceeds from the private placement sale of the Sponsor Warrants, we expect that we will need additional

capital sooner than we previously anticipated.

We incurred approximately $2.6 million in transaction costs relating to the Business Combination,

consisting of banking, legal and other professional fees, including deferred IPO expenses.

After redemptions by public stockholders and

payment of such expenses, all funds in the Trust Account at the time of the Business Combination were expended.

We expect to spend significant amounts to expand

our existing operations, including expansion into new geographies, to make additional key hires, to expand our sales channels and constituencies

and to develop new tests and services.

Based upon our current operating plan, we believe that our existing cash, cash equivalents and

restricted cash will be sufficient to fund our operating and capital needs for at least the next 12 months, although we may need to delay

the timing of, or scale back, certain aspects of our business plan.

This estimate and our expectation regarding the sufficiency of funds

are based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect.

Until such time, if ever, as we can generate sufficient revenues, we may finance our cash needs through a combination of equity offerings

and debt financings or other sources.

In addition, we may seek additional capital due to favorable market conditions or strategic considerations,

even if we believe that we have sufficient funds for our current or future operating plans.

Our present and future funding requirements

will depend on many factors, including:

our ability to achieve revenue growth;

our ability to effectively manage medical expense amounts;

the cost of expanding our operations, including our geographic scope, and our offerings, including our marketing efforts;

our rate of progress in launching, commercializing and establishing adoption of our services;

the effect of competing technological and market developments.

To the extent that we raise additional capital

through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities

may include liquidation or other preferences that adversely affect your rights as a securityholder.

In addition, debt financing and preferred

equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions,

such as incurring additional debt, making capital expenditures or declaring dividends.

If we raise additional funds through collaborations,

strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable

rights to our technologies, intellectual property, or future revenue streams or grant licenses on terms that may not be favorable to us.

Furthermore, any capital raising efforts may divert our management from their day-to-day activities, which may adversely affect our ability

to advance development activities.

If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be able

to, among other things:

invest in our business and continue to grow our brand and expand our customer and patient bases;

hire and retain employees, including scientists and medical professionals, operations personnel, financial and accounting staff, and sales and marketing staff;

respond to competitive pressures or unanticipated working capital requirements;

pursue opportunities for acquisitions of, investments in, or strategic alliances and joint ventures with complementary businesses.

We may invest in or acquire other businesses, and our business

may suffer if we are unable to successfully integrate an acquired business into our company or otherwise manage the growth associated

with multiple acquisitions.

From time to time, we may acquire, make investments

in, or enter into strategic alliances and joint ventures with, complementary businesses.

These transactions may involve significant risks

and uncertainties, including:

In the case of an acquisition:

The potential for the acquired business to underperform relative to our expectations and the acquisition price;

The potential for the acquired business to cause our financial results to differ from expectations in any given period, or over the longer-term;

Unexpected tax consequences from the acquisition, or the tax treatment of the acquired business’s operations going forward, giving rise to incremental tax liabilities that are difficult to predict;

Difficulty in integrating the acquired business, its operations, and its employees in an efficient and effective manner;

Any unknown liabilities or internal control deficiencies assumed as part of the acquisition;

The potential loss of key employees of the acquired businesses.

In the case of an investment, alliance, joint venture, or

other partnership:

Our ability to cooperate with our co-venturer;

Our co-venturer having economic, business, or legal interests or goals that are inconsistent with ours;

The potential that our co-venturer may be unable to meet is economic or other obligations, which may require us to fulfill those obligations alone or find a suitable replacement.

Any such transaction may involve the risk that

our senior management’s attention will be excessively diverted from our other operations, the risk that our industry does not evolve

as anticipate, and that any intellectual property or personnel skills acquired do not prove to be those needed for our future success,

and the risk that our strategic objectives, cost savings or other anticipate benefits are otherwise not achieved.

We may experience difficulties in managing our growth and expanding

our operations.

We expect to experience significant growth in

the scope of our operations.

Our ability to manage our operations and future growth will require us to continue to improve our operational,

financial and management controls, compliance programs and reporting systems.

We may not be able to implement improvements in an efficient

or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect

on our business, reputation and financial results.

Additionally, rapid growth in our business may place a strain on our human and capital

Risks Related to our Business and Industry

We have an unproven business model with no assurance of significant

revenues or operating profit.

current business model is unproven and the profit potential, if any, is unknown at this time.

We are subject to all of

the risks inherent in the creation of a new business.

Our ability to achieve profitability is dependent, among other things, on our initial

marketing and accompanying product acceptance to generate sufficient operating cash flow to fund future expansion.

There can be no assurance

that our results of operations or business strategy will achieve significant revenue or profitability.

The market for epigenetic tests is fairly new and unproven, and

it may decline or experience limited growth, which would adversely affect our ability to fully realize the potential of our platform.

Epigenetics is at the heart of our technology,

products and services.

According to the CDC, epigenetics is the study of how a person’s behaviors and environment can cause changes

that affect the way a person’s genes work.

Unlike genetic changes, epigenetic changes are reversible and do not change one’s

DNA sequence, but they can change how a person’s body reads a DNA sequence.

The market for epigenetic tests is relatively new and

evaluating the size and scope of the market is subject to a number of risks and uncertainties.

We believe that our future success will

depend in large part on the growth of this market.

The utilization of our solution is still relatively new, and customers may not recognize

the need for, or benefits of, our tests and services, which may prompt them to cease use of our tests and services or decide to adopt

alternative products and services to satisfy their healthcare requirements.

In order to expand our business and extend our market position,

we intend to focus our marketing and sales efforts on educating customers about the benefits and technological capabilities of our tests

and services and the application of our tests and services to specific needs of customers in different market verticals.

Our ability to

access and expand the market that our tests and services are designed to address depends upon a number of factors, including the cost,

performance and perceived value of the tests and services.

Market opportunity estimates are subject to significant uncertainty and are

based on assumptions and estimates.

Assessing the market for our solutions in each of the vertical markets we are competing in, or planning

to compete in, is particularly difficult due to a number of factors, including limited available information and rapid evolution of the

The market for our tests and services may fail to grow significantly or be unable to meet the level of growth we expect.

result, we may experience lower-than-expected demand for our products and services due to lack of customer acceptance, technological challenges,

competing products and services, decreases in expenditures by current and prospective customers, weakening economic conditions and other

If our market share does not experience significant growth, or if demand for our solution does not increase, then our business,

results of operations and financial condition will be adversely affected.

The estimates of market opportunity and forecasts of market growth

included in this Annual Report on Form 10-K may prove to be inaccurate, and even if the market in which we compete achieves the forecasted

growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts

are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate.

The estimates and

forecasts in this Annual Report on Form 10-K relating to the size and expected growth of the cardiovascular diagnostics market may prove

to be inaccurate.

Even if the market in which we compete meets our size estimates and forecasted growth, our business could fail to grow

at similar rates, if at all.

If we are not able to enhance or introduce new products that

achieve market acceptance and keep pace with technological developments, our business, results of operations and financial condition could

Our ability to attract new customers and increase

revenue from existing customers depends in part on our ability to enhance and improve its solutions, increase adoption and usage of its

products and introduce new products and features.

The success of any enhancements or new products depends on several factors, including

timely completion, adequate quality testing, actual performance quality, market-accepted pricing levels and overall market acceptance

Enhancements and new products that we develop may not be introduced in a timely or cost-effective manner, may contain defects,

may have interoperability difficulties with our solutions, or may not achieve the market acceptance necessary to generate significant

If we are unable to successfully enhance our existing solutions and capabilities to meet evolving customer requirements, increase

adoption and usage of our solutions, develop new products, or if our efforts to increase the usage of our products are more expensive

than we expects, then our business, results of operations and financial condition could be harmed.

The success of our business depends on our ability to expand

into new vertical markets and attract new customers in a cost-effective manner.

order to grow our business, we plan to drive greater awareness and adoption of our tests and services from enterprises across new

vertical markets.

We intend to increase our investment in sales and marketing, as well as in technological development, to meet evolving

customer needs in these and other markets.

There is no guarantee, however, that we will be successful in gaining new customers from existing

and new markets.

We have limited experience in marketing and selling our products and services generally, and in particular in new markets,

which may present unique and unexpected challenges and difficulties.

Furthermore, we may incur additional costs to modify our current

solutions to conform to the customer’s requirements, and we may not be able to generate sufficient revenue to offset these costs.

We may also be required to comply with certain regulations required by government customers, which will require us to incur costs, devote

management time and modify our current solutions and operations.

If we are unable to comply with those regulations effectively and in

a cost-effective manner, our financial results could be adversely affected.

the costs of the new marketing channels we use or plan to pursue increase dramatically, then we may choose to use alternative and

less expensive channels, which may not be as effective as the channels we currently use or have plans to use.

As we add to or change the

mix of our marketing strategies, we may need to expand into more expensive channels than those we are currently in, which could adversely

affect our business, results of operations and financial condition.

In addition, we have limited experience marketing our products and

services and we may not be successful in selecting the marketing channels that will provide us with exposure to customers in a cost-effective

As part of our strategy to penetrate the new vertical markets, we expect to incur marketing expenses before we are able to recognize

any revenue in such markets, and these expenses may not result in increased revenue or brand awareness.

We expect to make significant

expenditures and investments in new marketing activities, and these investments may not lead to the cost-effective acquisition of additional

If we are unable to maintain effective marketing programs, then our ability to attract new customers or enter into new vertical

markets could be adversely affected.

Consolidation in the health care industry could have a material

adverse effect on our business, financial condition and results of operations.

Many health care industry participants and

payers are consolidating to create larger and more integrated health care delivery systems with greater market power.

We expect regulatory

and economic conditions to result in additional consolidation in the health care industry in the future.

As consolidation accelerates,

the economies of scale of our customers’ organizations may grow.

If a customer experiences sizable growth following consolidation,

that customer may determine that it no longer needs to rely on us and may reduce its demand for our products and services.

as health care providers consolidate to create larger and more integrated health care delivery systems with greater market power, these

providers may try to use their market power to negotiate fee reductions for our products and services.

Finally, consolidation may also

result in the acquisition or future development by our customers of products and services that compete with our products and services.

Any of these potential results of consolidation could have a material adverse effect on our business, financial condition and results

of operations.

If we are not able to compete effectively, our business and operating

results will be harmed.

The market for our tests and services is increasingly

competitive, rapidly evolving and fragmented, and is subject to changing technology and shifting customer needs.

Although we believe that

the solutions that we offer are unique, many companies develop and market products and services that compete to varying extents with our

offerings, and we expect competition in our market to continue to intensify.

Moreover, industry consolidation may increase competition.

the clinical epigenetics market is still fairly new, we face competition from various sources, including large, well-capitalized technology

companies such as Exact Sciences and Prevencio.

These competitors may have better brand name recognition, greater financial and engineering

resources and larger sales teams than we have.

As a result, our competitors may be able to develop and introduce competing solutions and

technologies that may have greater capabilities than our solutions or that are able to achieve greater customer acceptance, and they may

be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements.

In addition, we may also compete with smaller companies, who may develop their own platforms that perform similar services as our platform.

We expect that competition will increase and intensify as we continue to expand our serviceable markets and improve our tests and services.

If we are unable to provide our tests and services on terms attractive to the customer, the prospective customer may be unwilling to utilize

our solutions.

If our competitors’ products, services or technologies become more accepted than our solutions, if they are successful

in bringing their products or services to market earlier than we do, or if their products or services are more technologically capable

than ours, then our revenue could be adversely affected.

In addition , increased

competition may result in pricing pressures and require us to incur additional sales and marketing expenses, which could negatively impact

our sales, profitability and market share.

Our business depends on customers increasing their use of our

solutions, and we may experience loss of customers or decline in their use of our solutions.

ability to grow and generate revenue depends, in part, on our ability to maintain and grow our relationships with existing customers and

convince them to increase their usage of our tests and services.

If our customers do not increase their use of our tests and services,

then our revenue may not grow, and our results of operations may be harmed.

It is difficult to accurately predict customers’ usage levels and the loss of customers or reductions in their usage levels may

have a negative impact on our business, results of operations and financial condition.

If a significant number of customers cease using,

or reduce their usage of, our tests and services, then we may be required to expend significantly more on sales and marketing than we

currently plan to expend in order to maintain or increase revenue from customers.

These additional expenditures could adversely affect

our business, results of operations and financial condition.

Interruptions or performance problems associated with our technology

and infrastructure may adversely affect our business and operating results.

continued growth depends in part on the ability of customers to access its tests and services at any time and within an acceptable amount

Cardio may in the future experience, disruptions, outages and other performance problems due to a variety of factors, including

infrastructure changes, introductions of new applications and functionality, software errors and defects, capacity constraints due to

an increasing number of customers or security related incidents.

In addition, from time-to-time, Cardio or its vendors may experience

limited periods of equipment downtime, server downtime due to server failure or other technical difficulties (as well as maintenance requirements).

It may become increasingly difficult to maintain and improve our performance, especially during high volume times

and as its solution becomes more complex and its customer traffic increases.

If our solution is unavailable or if our customers are unable

to access our solutions within a reasonable amount of time or at all, our business would be adversely affected, and its brand could be

In the event of any of the factors described above, or certain other failures of our infrastructure, customer or patient data

may be permanently lost.

To the extent that Cardio does not effectively address capacity constraints, upgrade its systems, as needed,

and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, customers

may cease to use our solutions and our business and operating results may be adversely affected.

We rely on a limited number of suppliers, contract manufacturers,

and logistics providers, and our test is performed by a single contract high complexity Clinical Laboratory Improvement Amendments (CLIA)

our Epi+Gen CHD™ test, we and our vendors rely on a limited number of suppliers for laboratory reagents and sampling kit supplies,

contract manufacturers, and logistics providers.

For example, certain proprietary reagents are manufactured under Good Manufacturing Practice

(GMP) by a single contract manufacturer located in Michigan;

the sample collection kits are assembled and fulfilled by one fulfillment

center located in Iowa;

and the Epi+Gen CHD™ test is performed in one high complexity CLIA laboratory located in Missouri.

on a limited number of suppliers and a sole contract manufacturer, fulfillment

center and laboratory present various risks.

These include the risk that in the event of an interruption from any part of our supply chain

for any reason, such as a natural catastrophe, labor dispute, or system interruption.

We may not be able to develop an alternate source

without incurring material additional costs and substantial delays.

For example, during 2021, the Coronavirus pandemic impacted the ability

to conduct in-person training of personnel at the laboratory, which delayed launch of Epi+Gen CHD™ by approximately two and a half

As a public company, the delay of a product launch by a nearly a fiscal quarter could cause our reported results of operations

to fail to meet market expectations, which, in turn, and could negatively impact our stock price.

The security of our solutions, networks or computer systems may

be breached, and any unauthorized access to our customer data will have an adverse effect on its business and reputation.

The use of our solutions involves the storage,

transmission and processing of our customers’ private data, and this data may contain confidential and proprietary information of

our customers or their customers’ patients, employees, business partners or other persons (“customer personnel”) or

other personal or identifying information regarding our customers and customer personnel.

Individuals or entities may attempt to penetrate

our network or platform security, or that of our third-party hosting and storage providers, and could gain access to our customer and

customer personnel private data, which could result in the destruction, disclosure or misappropriation of proprietary or confidential

information of our customers and customer personnel.

If any of our customers’ or customer personnel’s private data is leaked,

obtained by others or destroyed without authorization, it could harm our reputation, we could be exposed to civil and criminal liability,

and we may lose our ability to access private data, which will adversely affect the quality and performance of our solutions.

In addition, our services may be subject to

computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks, all of which have become more prevalent

in our industry.

Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack,

they may include the theft or destruction of data owned by Cardio or our customers or customer personnel, and/or damage to our platform.

Any failure to maintain the performance, reliability, security and availability of our products and technical infrastructure to the satisfaction

of our customers may harm our reputation and our ability to retain existing customers and attract new customers.

we have implemented and is continuing to implement procedures and safeguards that are designed to prevent security breaches and cyber

attacks, they may not be able to protect against all attempts to breach our systems, and we may not become aware in a timely manner of

any such security breach.

Unauthorized access to or security breaches of its platform, network or computer systems, or those of our technology

service providers, could result in the loss of business, reputational damage, regulatory investigations and orders, litigation, indemnity

obligations, damages for contract breach, civil and criminal penalties for violation of applicable laws, regulations or contractual obligations,

and significant costs, fees and other monetary payments for remediation.

If customers believe that our platform does not provide adequate

security for the storage of sensitive information or its transmission over the

Internet, our business will be harmed.

Customers’ concerns about security or privacy may deter them from using our solutions for

activities that involve personal or other sensitive information.

Any failure to offer high-quality customer support may adversely

affect our relationships with our customers.

ability to retain existing customers and attract new customers depends in part on its ability to maintain a consistently high level of

customer service and technical support.

Our current and future customers depend on its customer support team

to assist them in utilizing our tests and services effectively and to help them to resolve issues quickly and to provide ongoing support.

If we are unable to hire and train sufficient support resources or are otherwise unsuccessful in assisting our customers effectively,

it could adversely affect our ability to retain existing customers and could prevent prospective customers from adopting our solutions.

We may be unable to respond quickly enough to accommodate short-term increases in demand for customer support.

We also may be unable to

modify the nature, scope and delivery of our customer support to compete with changes in the support services provided by our competitors.

Increased demand for customer support, without corresponding revenue, could increase our costs and adversely affect our business, results

of operations and financial condition.

Our sales are and will be highly dependent on its business reputation and on positive recommendations

from customers.

Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customer

support, could adversely affect our reputation, business, results of operations and financial condition.

The information that we provide to our customers could be inaccurate

or incomplete, which could harm our business reputation, financial condition, and results of operations.

aggregate, process, and analyze customers’/patients’ healthcare-related data and information for use by our customers.

data in the healthcare industry is fragmented in origin, inconsistent in format, and often incomplete, the overall quality of data received

or accessed in the healthcare industry is often poor, the degree or amount of data which is

knowingly or unknowingly absent or omitted can be material.

If the test results that we provide to our customers are based on incorrect

or incomplete data or if we make mistakes in the capture, input, or analysis of these data, our reputation may suffer, and our ability

to attract and retain customers may be materially harmed.

addition, in the future, we may assist our customers with the management and submission of data to governmental entities, including CMS.

These processes and submissions are governed by complex data processing and validation policies and regulations.

If we fail to abide by

such policies or submits incorrect or incomplete data, we may be exposed to liability to a client, court, or government agency

that concludes that its storage, handling, submission, delivery, or display of health information or other data was wrongful or erroneous.

Our proprietary applications may not operate properly, which

could damage our reputation, give rise to a variety of claims against us, or divert our resources from other purposes, any of which could

harm our business and operating results.

Proprietary software, product and application

development is time-consuming, expensive, and complex, and may involve unforeseen difficulties.

We may encounter technical obstacles,

and it is possible that we discover additional problems that prevent our proprietary solutions from operating properly.

If our solutions

and services do not function reliably or fail to achieve customer expectations in terms of performance, customers could assert liability

claims against us and attempt to cancel their contracts with us.

Moreover, material performance problems, defects, or errors in our existing

or new solutions may arise in the future and may result from, among other things, the lack of interoperability of our applications with

systems and data that we did not develop and the function of which is outside of our control or undetected in our testing.

errors in our solutions might discourage existing or potential customers from purchasing products and services from us.

Correction of

defects or errors could prove to be time consuming, costly, impossible, or impracticable.

The existence of errors or defects in our solutions

and the correction of such errors could divert our resources from other matters relating to its business, damage our reputation, increase

our costs, and have a material adverse effect on our business, financial condition, and results of operations.

If we do not keep pace with technological changes, our solutions

may become less competitive, and our business may suffer.

The clinical epigenetic testing and cardiovascular

diagnostics markets are undergoing rapid technological change, frequent product and service innovation and evolving industry standards.

If we are unable to provide enhancements and new features for our existing tests and services or additional tests and services that achieve

market acceptance or that keep pace with these technological developments, our business could be adversely affected.

The success of enhancements,

new tests and services depends on several factors, including the timely completion, introduction and market acceptance of the innovations.

Failure in this regard may significantly impair our revenue growth.

In addition, because our solutions are designed to operate on existing

cloud software and technologies, we will need to continuously modify and enhance our solutions to keep pace with changes in internet-related

hardware, software, communication, browser and database technologies, alongside changes in laboratory technologies.

We may not be successful

in either developing these modifications and enhancements or in bringing them to market in a timely fashion.

Furthermore, uncertainties

about the timing and nature of new diagnostic tests, network platforms or technologies, including laboratory technologies, or modifications

to existing tests, platforms or technologies, could increase our research and development expenses.

Any failure of our solutions to keep

pace with technological changes or operate effectively with future network platforms and technologies, including laboratory technologies,

could reduce the demand for our solutions, result in customer dissatisfaction and adversely affect our business.

Our growth strategy may not prove viable and expected growth

and value may not be realized.

While our overall sales and marketing initiatives

will span the gamut across traditional, print and digital mediums, our primary sales

and marketing strategy consists of the branding, collaboration, co-marketing, and co-sales opportunities involved in strategic

channel partnerships.

By prioritizing strategic channel partnerships, we believe we can accelerate our market penetration into the key

healthcare sub-verticals we intend to prioritize for our growth.

The key to our efforts is a well-defined and executed channel partnership

integration strategy that we believe will serve to accelerate the sales cycle.

Although there is no assurance, we believe such strategic

channel partnerships will generate revenue in a myriad of ways, including larger contracts for our Epi+Gen CHD™ test and bundling

our solutions alongside other synergistic technologies, services, and products.

There can be no assurance that we will be successful

in acquiring customers through these and other strategies.

Insiders will continue to have substantial influence over the

Company after the Business Combination, which could limit investors’ ability to affect the outcome of key transactions, including

a change of control.

Following the Business Combination, our executive

officers and directors beneficially own approximately 36.7% of our outstanding Common Stock.

As a result, these stockholders, if they

act together, will be able to influence our management and affairs and most matters requiring stockholder approval, including the election

of directors and approval of significant corporate transactions.

They may also have interests that differ from other investors and may

vote in a way with which other investors disagree and which may be adverse to other investors’ interests.

This concentration of

ownership may have the effect of delaying, preventing or deterring a change in control of our Company and might affect the market price

of our Common Stock.

Market and economic conditions may negatively impact our business,

financial condition and stock price.

Concerns over inflation, energy costs, geopolitical

issues, including the ongoing conflict between Russian and Ukraine, unstable global credit markets and financial conditions, and volatile

oil prices could lead to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer

confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth

going forward.

For example, in March 2022, the U.S.

Consumer Price Index (“CPI”), which measures a wide-ranging basket of

goods and services, rose 8.5% from the same month a year ago, which represents the largest CPI increase since December of 1981.

business strategy may be adversely affected by any such inflationary fluctuations, economic downturns, volatile business environments

and continued unstable or unpredictable economic and market conditions.

Additionally, rising costs of goods and services purchased by

us, including raw materials used in manufacturing our tests, may have an adverse effect on our gross margins and profitability in future

If economic and market conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing

more difficult to complete, more costly and more dilutive to our stockholders.

Failure to secure any necessary financing in a timely manner

or on favorable terms could have a material adverse effect on our financial performance and stock price or could require us to delay or

abandon development other business plans.

In addition, there is a risk that one or more of our current and future service providers, manufacturers,

suppliers, other partners could be negatively affected by such difficult economic factors, which could adversely affect our ability to

attain our operating goals on schedule and on budget or meet our business and financial objectives.

Our success depends upon our ability to adapt to a changing market

and our continued development of additional tests and services.

Although we believe that we will provide a competitive

range of tests and services, there can be no assurance of acceptance by the marketplace.

The procurement of new contracts by us may be

dependent upon the continuing results achieved with current and future customers, upon pricing and operational considerations, as well

as the potential need for continuing improvement to existing products and services.

Moreover, the markets for such services may not develop

as expected nor can there be any assurance that we will be successful in our marketing of any such products and services.

Compliance with changing regulation of corporate governance and

public disclosure will result in significant additional expenses.

Changing laws, regulations, and standards relating

to corporate governance and public disclosure for public companies, including the Sarbanes-Oxley Act of 2002 and various rules and regulations

adopted by the SEC, are creating uncertainty for public companies.

Our new management following the Business Combination will need to

invest significant time and financial resources to comply with both existing and evolving requirements for public companies, which will

lead, among other things, to significantly increased general and administrative expenses and a certain diversion of management time and

attention from revenue generating activities to compliance activities.

Risks Related to our Business Operations

We could experience losses or liability not covered by insurance.

Our business exposes us to risks that are inherent

in the provision of testing services that assist clinical decision-making.

If customers or customer personnel assert liability claims

against us, any ensuing litigation, regardless of outcome, could result in a substantial cost to the Company, divert management’s

attention from operations, and decrease market acceptance of our toolsets.

The limitations of liability set forth in any contracts we

may enter into now or in the future may not be enforceable or may not otherwise protect us from liability for damages.

Additionally, we

may be subject to claims that are not explicitly covered by contract.

We also maintain general liability coverage;

however, this coverage

may not continue to be available on acceptable terms, may not be available in sufficient amounts to cover one or more large claims against

us, and may include larger self-insured retentions or exclusions for certain products.

In addition, the insurer might disclaim coverage

as to any future claim.

A successful claim not fully covered by our insurance could have a material adverse impact on our liquidity, financial

condition, and results of operations.

Our future growth could be harmed if we lose the services of

our key personnel.

We are highly dependent upon the talents and

services of a number of key employees, specifically Meeshanthini Dogan, PhD and Robert Philibert, MD PhD and other senior technical and

management personnel, including our other executive officers, all of whom would be difficult to replace.

In 2022, we entered into multi-year

employment agreements with each of our executive officers and a consulting agreement with our non-executive chairman.

The loss of the

services of one or more of these key employees would disrupt our business and harm its results of operations.

As competition is intense

for the type of highly skilled scientific and medical professionals our business requires, we may not be able to successfully attract

and retain senior leadership necessary to grow our business.

If we are unable to hire, retain and motivate qualified personnel,

our business will suffer.

Our future success depends, in part, on our

ability to continue to attract and retain highly skilled personnel.

we believe that there is, and will continue to be, intense competition

for highly skilled management, medical, engineering, data science, sales and other personnel with experience in our industry.

provide competitive compensation packages and a high-quality work environment to hire, retain and motivate employees.

are unable to retain and motivate our existing employees and attract qualified personnel to fill key positions, we may be unable

to manage our business effectively, including the development, marketing and sale of our products, which could adversely affect our business,

results of operations and financial condition.

To the extent we hire personnel from competitors, we also may be subject to allegations

that they have been improperly solicited or that they have divulged proprietary or other confidential information.

If we are unable to

complete our business combination, our public stockholders may receive only approximately $10.00 per share (or less in certain circumstances)

on the liquidation of our trust account and our rights and warrants will expire worthless.

In certain circumstances, our public stockholders

may receive less than $10.00 per share on the redemption of their shares.

If third parties bring claims against us, the proceeds held

in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors herein.

If the net proceeds of our IPO and the sale of

the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search

for a target business or businesses and complete our business combination and we will depend on loans from our sponsor or management team

to fund our search, to pay our taxes and to complete our business combination.

Of the net proceeds of our IPO and the sale of the

private placement warrants and after payment of estimated offering expenses, only approximately $900,000 was available to us initially

outside the trust account to fund our working capital requirements.

In the event that our offering expenses exceed our estimate of approximately

$360,000, we may fund such excess with funds not held in the trust account.

In such case, the amount of funds available for working

capital purposes would decrease by a corresponding amount.

If we are required to seek additional capital, we would need to borrow funds

from our sponsor, management team or other third parties to operate or may be forced to liquidate.

Neither our sponsor, members of our

management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.

Any such advances would

be repaid only from funds held outside the trust account or from funds released to us upon completion of our business combination.

we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease

operations and liquidate the trust account.

Consequently, our public stockholders may only receive approximately $10.00 per share (or

less in certain circumstances) on our redemption of our public shares, and our rights and warrants will expire worthless.

In certain circumstances,

our public stockholders may receive less than $10.00 per share on the redemption of their shares.

If third parties bring claims against

us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than

$10.00 per share” and other risk factors herein.

If third parties bring claims against us, the proceeds

held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

Our placing of funds in the trust account may not protect

those funds from third-party claims against us.

Although we will seek to have all vendors, service providers, prospective target businesses

or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to

any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even

if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to,

fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of

the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust

If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management

will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed

a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Further, a court may not uphold the validity of such agreements.

Making such a request of potential target businesses may make our acquisition

proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field

of potential target businesses that we might pursue.

Examples of possible instances where we may engage a

third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are

believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where

management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities will

agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with

us and will not seek recourse against the trust account for any reason.

Upon redemption of our public shares, if we are unable to complete

our business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our business combination,

we will be required to provide for payment of claims of creditors that were not waived that may be brought against us.

Accordingly, the

per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account,

due to claims of such creditors.

If we are unable to complete a business combination

and distribute the proceeds held in trust to our public stockholders, our sponsor has agreed (subject to certain exceptions) that it will

be liable to ensure that the proceeds in the trust account are not reduced below $10.00 per share by the claims of target businesses or

claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us.

that the primary assets of the sponsor are comprised of our securities and therefore we cannot assure you it will have sufficient liquid

assets to satisfy such obligations if it is required to do so.

Therefore, the per-share distribution from the trust account may be less

than $10.00, plus interest, due to such claims.

retain our employees, our business, results of operations and financial condition could be adversely affected.

If we cannot maintain our corporate culture as it grows, we could

lose the innovation, teamwork, passion and focus on execution that it believes contribute to its success, and its business may be harmed.

We believe that our corporate culture is a critical

component to our success.

We have and will continue to invest substantial time

and resources in building our team.

As we grow and develop the infrastructure of a public company, we may find it difficult to maintain

our corporate culture.

Any failure to preserve our culture could negatively affect our future success, including our ability to

retain and recruit personnel and effectively focus on and pursue our corporate objectives.

We may be unable to manage our growth.

we have less than 10 full and part-time employees.

Our ability to manage our growth effectively will require us to continue to improve

our operational, financial and management controls and information systems to accurately forecast sales demand, to manage our operating

costs, manage our marketing programs in conjunction with an emerging market, and attract, train, motivate and manage our employees effectively.

Our growth strategy will place significant demands on our management team and our financial, administrative and other resources.

Operating results will depend substantially on the ability of our officers and key employees to manage changing business

conditions and to implement and improve its financial, administrative and other resources.

management fails to manage the expected growth, our results of operations, financial condition, business and prospects could be adversely

In addition, our growth strategy may depend on effectively integrating future entities, which requires cooperative efforts from

the managers and employees of the respective business entities.

If we are unable to respond to and manage changing business conditions,

or the scale of our operations, then the quality of our products and services, our ability to retain key personnel, and our business could

be harmed, which in turn, could adversely affect our results of operations, financial

condition, business and prospects.

Our Board of Directors may change its strategies, policies, and

procedures without stockholder approval, and we may become highly leveraged, which may increase our risk of default under our existing

or future obligations.

Our investment, financing, leverage, and dividend

policies, and our policies with respect to all other activities, including growth, capitalization, and operations, are determined exclusively

by our board of directors, and may be amended or revised at any time by

our board of directors without notice to or a vote of our stockholders.

This could result in the Company conducting operational matters,

making investments, or pursuing different business or growth strategies than those contemplated in this Annual Report on Form 10-K.

our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur.

High leverage also

increases the risk of default on our obligations.

In addition, a change in our investment policies, including the manner in which we allocate

our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk

and liquidity risk.

Changes to our policies with regards to the foregoing could materially adversely affect our financial condition, results

of operations, and cash flow.

Our business is subject to the risks of earthquakes, fire, floods,

pandemics and other natural catastrophic events, and to interruption by man-made problems, such as power disruptions, computer viruses,

data security breaches or terrorism.

A significant natural disaster, such as a tornado,

hurricane or a flood, occurring at our headquarters or where a business partner is located could adversely affect our business, results

of operations and financial condition.

Further, if a natural disaster or man-made problem were to affect our network service

providers or Internet service providers, this could adversely affect the ability of our customers to use its products and platform.

addition, natural disasters and acts of terrorism could cause disruptions in our business, or the businesses of our customers or service

We also rely, and will continue to rely, on our network and third-party infrastructure and enterprise applications and internal

technology systems for our engineering, sales and marketing and operations activities.

Further, if a natural disaster, health epidemics

or pandemic, or man-made problem were to affect our network service providers or Internet service providers, this could adversely affect

the ability of our customers to use our products and platform.

In addition, health epidemics or pandemics, natural disasters and acts

of terrorism could cause disruptions in our business, or the businesses of its customers or service providers.

In the event of a major

disruption caused by a health epidemic or pandemic, natural disaster or man-made problem, we may be unable to continue our operations

and may endure system interruptions, reputational harm, delays in our development activities, lengthy interruptions in service, breaches

of data security and loss of critical data, any of which could adversely affect our business, results of operations and financial condition.

We may need to seek alternative business opportunities and change

the nature of our business.

As a company in the early stages of its development,

we continuously reevaluate our business, the market in which we operate and potential new opportunities.

We may seek other alternatives

within the healthcare field in order to grow our business and increase revenues.

Such alternatives may include, but not be limited to,

combinations or strategic partnerships with laboratory companies or with medical practices such as hospitalists or behavioral health.

Pursuing alternative business opportunities could increase our expenses, may require us to obtain additional financing, which may not

be available on favorable terms or at all, and result in potentially dilutive issuances of our equity securities or the incurrence of

debt that may be burdensome to service, any of which could have a material adverse effect on our business and operations.

pursuing alternative business opportunities may never be successful and may divert significant management time and attention.

accomplishing and integrating any business opportunity that is pursued by us may disrupt the existing business and may be a complex, risky

and costly endeavor and could have a material adverse effect on our business, results of operations, financial condition and prospects.

Any legal proceedings or claims against us could be costly and

time-consuming to defend and could harm our reputation regardless of the outcome.

We may in the future become subject to legal

proceedings and claims that arise in the ordinary course of business, including intellectual property, collaboration, licensing agreement,

product liability, employment, class action, whistleblower and other litigation claims, and governmental and other regulatory investigations

and proceedings.

Such matters can be time- consuming , divert management’s

attention and resources, cause us to incur significant expenses or liability, or require us to change our business practices.

the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change, and could

adversely affect our financial condition and results of operations.

Because of the potential risks, expenses, and uncertainties of litigation,

we may, from time to time, settle disputes, even where we have meritorious claims or defenses, by agreeing to settlement agreements.

of the foregoing could adversely affect our business, financial condition, and results of operations.

Risks Related to our Intellectual Property

Our license agreement with the University of Iowa Research Foundation

includes a non-exclusive license of “technical information” that potentially could grant unaffiliated third parties access

to materials and information considered derivative work made by us, which could be used by such licensees to develop competitive products.

The University of Iowa Research Foundation, or

UIRF, license agreement grants to us a worldwide, exclusive, non-transferable license under the Patent Rights, as defined in the agreement,

to make, have made, use, sell, offer for sale and import the Licensed Products(s) and/or Licensed Processes, as defined in the agreement,

in the field of research tools and clinical diagnostics for cardiovascular disease, stroke, congestive heart failure and diabetes in humans.

However, the agreement also confers a non-exclusive license as to Technical Information.

Technical Information is defined as certain research

and development information, materials, confidential information, technical data, unpatented inventions, know-how and supportive information

owned and controlled by the licensor that was not in the public domain as of May 2, 2017 and that describes the Invention, as defined

in the agreement, its manufacture and/or use and selected by the licensor to provide to us for use in or with the development, manufacture

or use of the Licensed Products and/or Licensed Processes.

Technical Information further includes materials, all progeny and derivatives

of the materials made by us or our sublicensees, as well as software or other copyrightable work, all derivatives of such software and

other copyrightable work made by us and our sublicensees.

The ability of UIRF to grant non-exclusive licenses to third parties in and

to this broad definition of Technical Information raises the possibility that unaffiliated third parties could use such Technical Information,

including Technical Information developed by the Company, to make, use, sell, offer to sell and import products and/or processes that

compete with the Company’s exclusively-licensed products and/or processes or are positioned in markets that the Company may enter

in the future.

Increased competition could result in reduced demand for the Company’s products and/or processes, slow its growth

and materially adversely affect its business, operating results and financial condition.

We could incur substantial costs in protecting or defending our

intellectual property rights, and any failure to protect or defend our intellectual property could adversely affect our business, results

of operations and financial condition.

Our success depends, in part, on our ability

to protect our brand and the proprietary methods and technologies that we develop under patent and other intellectual property laws of

the United States and foreign jurisdictions so that we can prevent others from using our inventions and proprietary information.

that have been issued or that may be issued in the future may not provide significant protection for our intellectual property.

fail to protect our intellectual property rights adequately, our competitors might gain access to our technology and our business, results

of operations and financial condition may be adversely affected.

The particular forms of intellectual property

protection that we seek, or our business decisions about when to file patent applications and trademark applications, may not be adequate

to protect our business.

We could be required to expend significant resources to monitor and protect our intellectual property rights.

Litigation may be necessary in the future to enforce our intellectual property rights, determine the validity and scope of our proprietary

rights or those of others, or defend against claims of infringement or invalidity.

Such litigation could be costly, time-consuming and

distracting to management, result in a diversion of significant resources, lead to the narrowing or invalidation of portions of our intellectual

property and have an adverse effect on our business, results of operations and financial condition.

Our efforts to enforce our intellectual

property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual

property rights or alleging that we infringe the counterclaimant’s own intellectual property.

Any of our patents, copyrights, trademarks

or other intellectual property rights could be challenged by others or invalidated through administrative process or litigation.

We also rely, in part, on confidentiality agreements

with our business partners, employees, consultants, advisors, customers and others in our efforts to protect our proprietary technology,

processes and methods.

These agreements may not effectively prevent disclosure of our confidential information, and it may be possible

for unauthorized parties to copy our software or other proprietary technology or information, or to develop similar technology independently

without our having an adequate remedy for unauthorized use or disclosure of our confidential information.

In addition, others may independently

discover our trade secrets and proprietary information, and in these cases, we would not be able to assert any trade secret rights against

those parties.

Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and

the failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

In addition, the laws of some countries do not

protect intellectual property and other proprietary rights to the same extent as the laws of the United States.

To the extent we expand

into international activities, our exposure to unauthorized copying, transfer and use of our proprietary technology or information may

Our means of protecting our intellectual property

and proprietary rights may not be adequate or our competitors could independently develop similar technology.

If we fail to meaningfully

protect our intellectual property and proprietary rights, our business, results of operations and financial condition could be adversely

Assertions by third parties of infringement or other violations

by us of its intellectual property rights could result in significant costs and harm our business and operating results.

success depends upon our ability to refrain from infringing upon the intellectual property rights of others.

Some companies, including

some of our competitors, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us.

grow and enter new markets, we will face a growing number of competitors.

As the number of competitors in our industry grows and the functionality

of products in different industry segments overlaps, we expect that software and other solutions in our industry may be subject to such

claims by third parties.

Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual

property rights against us.

We cannot assure investors that infringement claims will not be asserted against us in the future, or that,

if asserted, any infringement claim will be successfully defended.

A successful claim against us could require that we pay substantial

damages or ongoing royalty payments, prevent us from offering our products and services, or require that we comply with other unfavorable

We may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royalty

payments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly.

Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and

divert the attention of our management and key personnel from our business operations.

Certain of our core technology is licensed, and that license

may be terminated if we were to breach our obligations under the license.

The initial work on our core technology is derived

from work done by our founders while at the University of Iowa, around which there is currently a family of patent applications, the rights

of which are owned by the University of Iowa Research Foundation (UIRF) and exclusively licensed to us.

In addition, follow-on work on

our core technology also is derived from work done by our founders while at the University of Iowa but was furthered by our founders.

Therefore, the follow-on work is co-owned by UIRF and us, and exclusively licensed to us under the license agreement with UIRF.

agreement and those licenses granted under the license agreement terminate on the expiration of the patent rights licensed under the license

agreement, unless certain proprietary, non-patented technical information is still being used by us, in which case the license agreement

will not terminate until the date of termination of such use.

The licenses under the license agreement could terminate prior to the expiration

of the licensed patent rights if we materially breach our obligations under the license agreement, including failing to pay the applicable

license fees and any interest on such fees, and if we fail to fully remedy such breach within the period specified in the license agreement,

or if we enter liquidation, have a receiver or administrator appointed over any assets related to the license agreement, or cease to carry

on business , or file for bankruptcy or if an involuntary bankruptcy petition

is filed against us.

The license agreement can also be terminated by UIRF as a result of our failure to timely achieve certain performance

goals, including minimum requirements for commercial sales of our cardiac test, provided that URIF first provides written notice to us

of such failure and if such failure is not remedied within 90 days following any such notice.

Some of our technologies incorporate “open-source”

software or other similar licensed technologies, which could become unavailable or subject us to increased costs, delays in production

or assessment or litigation.

In order to provide our products, we currently

use a variety of technologies including, for example, genotyping, digital methylation assessment and data processing technologies owned

by third parties.

The terms of these agreements , and any other “open

source” software agreements we may rely upon in the future, are subject to change without notice and may increase our costs.

our failure to comply with the terms of one or more of these agreements could expose us to business disruption because the license may

be terminated automatically due to non-compliance.

The use and distribution of open-source software

may also entail greater risks than the use of third-party commercial software,

as open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality

Many of the risks associated with use of open-source software cannot be eliminated and could negatively affect our business.

addition, the wide availability of open-source code used in our current and future products could expose us to security vulnerabilities.

From time to time, we may face claims from third parties asserting ownership of, or demanding release of, the open-source software or

derivative works that we developed using such software ( which could include our proprietary source code), or otherwise seeking

to enforce the terms of the applicable open-source license.

These claims could result in litigation that could be costly to defend, have

a negative effect on our operating results and financial condition or require us to devote additional research and development resources

to change our existing or future proprietary source code.

Responding to any infringement or noncompliance claim by an open-source vendor,

regardless of its validity, discovering certain open-source software code in our products, or a finding that we have breached the terms

of an open-source software license, could harm our business, results of operations and financial condition.

In each case, we would be

required to either seek licenses to software or services from other parties and redesign our products to function with such other parties’

software or services or develop these components internally, which would result in increased costs and could result in delays to product

Furthermore, we might be forced to limit the features available in our current or future solutions.

If these delays and feature

limitations occur, our business, results of operations and financial condition could be adversely affected.

Risks Related to Government Regulation

We conduct business in a heavily regulated industry, and if we

fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our

operations or experience adverse publicity, which could have a material adverse effect on our business, financial condition, and results

of operations.

The healthcare industry is heavily regulated

and closely scrutinized by federal, state and local governments.

Comprehensive statutes and regulations govern the manner in which we

provide and bill for services and collect reimbursement from governmental programs and private payors, our contractual relationships with

our providers, vendors and customers, our marketing activities and other aspects of our operations.

Of particular importance are:

• the federal physician self-referral law, commonly referred to as the Stark Law;

• the federal Anti-Kickback Act;

• the criminal healthcare fraud provisions of HIPAA;

• the federal False Claims Act;

• reassignment of payment rules that prohibit certain types of billing and collection;

• similar state law provisions pertaining to anti-kickback, self-referral and false claims issues;

• state laws that prohibit general business corporations, such as us, from practicing medicine;

• laws that regulate debt collection practices as applied to our debt collection practices.

Because of the breadth of these laws and the

narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject

to challenge under one or more of such laws.

Achieving and sustaining compliance with these laws may prove costly.

Failure to comply with

these laws and other laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment loss of enrollment

status and exclusion from the Medicare and Medicaid programs.

The risk of us being found in violation of these laws and regulations is

increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions

are sometimes open to a variety of interpretations.

Our failure to accurately anticipate the application of these laws and regulations

to our business or any other failure to comply with regulatory requirements could create liability for us and negatively affect our business.

Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant

legal expenses, divert management’s attention from the operation of our business and result in adverse publicity.

To enforce compliance with the federal laws,

Department of Justice and the Office of the Inspector General (OIG) have recently increased their scrutiny of healthcare providers,

which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry.

Dealing with investigations

can be time- and resource-consuming and can divert management’s attention from the business.

Any such investigation or settlement

could increase our costs or otherwise have an adverse effect on our business.

In addition, because of the potential for large monetary

exposure under the federal False Claims Act, which provides for treble damages and mandatory minimum penalties of $5,500 to $11,000 per

false claim or statement, healthcare providers often resolve allegations without admissions of liability for significant and material

amounts to avoid the uncertainty of treble damages that may be awarded in litigation proceedings.

Such settlements often contain additional

compliance and reporting requirements as part of a consent decree, settlement agreement or corporate integrity agreement.

Given the significant

size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating

healthcare providers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.

laws, regulations and standards governing the provision of healthcare services may change significantly in the future.

We cannot assure

investors that any new or changed healthcare laws, regulations or standards will not materially adversely affect our business.

assure investors that a review of our business by judicial, law enforcement, regulatory or accreditation authorities will not result in

a determination that could adversely affect our operations.

Food and Drug Administration (the “FDA”)

were to begin actively regulating our tests, we could incur substantial costs and delays associated with trying to obtain premarket clearance

or approval and incur costs associated with complying with post-market controls.

We believe the test that we currently offers

is a laboratory-developed test, or “LDT.” The FDA generally considers

an LDT to be a test that is developed, validated and performed within a single laboratory.

The FDA sometimes determines that a test that

is being offered by a laboratory as an LDT is not an LDT under the FDA’s interpretation of that term but is an in vitro diagnostic

(“IVD”) medical device in commercial distribution, and therefore must

comply with the regulations that apply to IVDs, including the need for successfully completing the FDA review process.

If the FDA were

to conclude that our test is not an LDT, we would be subject to extensive regulation as a medical device.

Moreover, even for tests that are deemed to be

LDTs, the FDA has historically taken the position that it has the authority to regulate such tests as IVDs under the Federal Food, Drug,

and Cosmetic Act, or FDC Act, although it has generally exercised enforcement discretion with regard to LDTs.

This means that even though

the FDA believes it can impose regulatory requirements on LDTs, such as requirements to obtain premarket approval, de novo authorization

or clearance of LDTs, it has generally chosen not to enforce those requirements.

The regulatory environment for LDTs has changed over

For example, in 2020, the Department of Health and Human Services, or HHS, directed the FDA to stop regulating LDTs, but in 2021,

HHS reversed its policy.

Thereafter, the FDA resumed requiring submission of emergency use authorization, or EUA, requests, for COVID-19

LDTs, but has not indicated an intent to change its policy of enforcement discretion with respect to other, non-COVID, LDTs.

Various bills

have been introduced in Congress seeking to substantially revamp the regulation of both LDTs and IVDs.

For example, the VALID Act, introduced

in June 2021, would clarify and enhance the FDA’s authority to regulate LDTs, while the VITAL Act, introduced in May 2021, would

assign oversight of LDTs exclusively to the Centers for Medicare and Medicaid Services, or CMS.

Neither the VALID Act nor the VITAL Act has been

enacted into law as of the date of this Annual Report on Form 10-K.

Although the VALID Act was favorably voted upon in June 2022 by the

Senate Health, Education, Labor and Pensions Committee as part of the FDA Safety and Landmark Advancements bill, it was not included in

the version of that legislation that was enacted by Congress and signed into law.

Congress may, through the enactment of other legislation

during the current session of Congress or the subsequent Congress, enact VALID or establish new regulatory requirements for LDTs through

other legislation.

In the meantime, the regulation by the FDA of

LDTs remains uncertain.

The FDA may, if Congress does not enact new legislation, seek to establish new requirements for LDTs.

premarket clearance, approval or authorization is required by FDA for any of our existing or future tests, or for any components or materials

we use in our tests, such as the component used to collect samples from patients, we may be forced to stop selling our tests or we may

be required to modify claims for or make other changes to our tests while we work to obtain FDA clearance, approval or de novo authorization.

Our business would be adversely affected while such review is ongoing and if we are ultimately unable to obtain premarket clearance, approval

or de novo authorization.

For example, the regulatory premarket clearance, approval or de novo authorization process may involve, among

other things, successfully completing analytical, pre-clinical and/or clinical studies beyond the studies we have already performed or

plans to perform for our LDT.

These studies may be extensive and costly and may take a substantial period of time to complete.

studies may fail to generate data that meets the FDA’s requirements .

The studies may also not be conducted in a manner that meets the FDA’s requirements, and therefore could not be used in support

of the marketing application.

We would also need to submit a premarket notification, or 510(k), a request for de novo authorization, or

a PMA application to the FDA and to include information ( e.g.

, clinical and other data) supporting our LDT.

Completing such studies

requires the expenditure of time, attention and financial and other resources, and may not yield the desired results, which may delay,

limit or prevent regulatory clearances, approvals or de novo authorizations.

There can be no assurance that the submission of such an

application will result in a timely response by the FDA or a favorable outcome that will allow the test to be marketed.

Certain types of standalone diagnostics software

are subject to FDA regulation as a medical device (specifically, software as a medical device or “ SaMD ”).

of SaMD are subject to premarket authorization requirements.

If the FDA were to conclude that Cardio or our licensee is required to obtain

premarket authorization for the software used in Epi+Gen CHD™ or PrecisionCHD™, our ability to offer the tests as an LDT could

be delayed or prevented, which would adversely affect our business.

In addition, we may require cooperation in our

filings for FDA clearance, approval or de novo authorization from third-party manufacturers of the components of our tests.

cannot assure investors that any of our tests for which we decide to pursue or are required to obtain premarket clearance, approval or

de novo authorization by the FDA will be cleared, approved or authorized on a timely basis, if at all.

In addition, if a test has been

cleared, approved or authorized, certain kinds of changes that we may make, e.g.

, to improve the test, or because of issues with

suppliers of the components of the test or modification by a supplier to a component upon which our test approval relies, may result in

the need for the test to obtain new clearance, approval or authorization from the FDA before we can implement them, which could

increase the time and expense involved in implementing such changes commercially.

Ongoing compliance with FDA regulations, such as the

Quality System Regulation, labeling requirements, Medical Device Reports, and recall reporting, would increase the cost of conducting

our business and subject us to heightened regulation by the FDA.

We will be subject to periodic inspection by the FDA to ascertain whether

our facility does comply with applicable requirements.

The penalties for failure to comply with these and other requirements may include

Warning Letters, product seizure, injunctions, civil penalties, criminal penalties, mandatory customer notification, and recalls, any

of which may adversely impact our business and results of operations.

Furthermore, the FDA or the Federal Trade Commission

(“FTC”), as well as state consumer protection agencies and competitors, may object to the materials and methods we use to

promote the use of our current tests or other LDTs we may develop in the

future, including with respect to the product claims in our promotional materials, and may initiate enforcement actions against us.

actions by these agencies may include, among others, injunctions, civil penalties, and equitable monetary relief.

If our products do not receive adequate coverage and reimbursement

from third-party payors, our ability to expand access to our tests beyond the initial sales channels will be limited and our overall commercial

success will be limited.

We currently do not have broad-based coverage

and reimbursement for the Epi+Gen CHD™ and PrecisionCHD™ tests.

However, our strategy is to expand access to our tests by

pursuing coverage and reimbursement by third-party payors, including government payors.

Coverage and reimbursement by third-party payors,

including managed care organizations, private health insurers, and government healthcare programs, such as Medicare and Medicaid in the

United States and similar programs in other countries, for the types of early detection tests we perform can be limited and uncertain .

Healthcare providers may not order our products unless third-party payors cover and provide adequate reimbursement for a substantial portion

of the price of the products.

If we are not able to obtain adequate coverage and an acceptable level of reimbursement for our products

from third-party payors, there could be a greater co-insurance or co-payment obligation for any individual for whom a test is ordered.

The individual may be forced to pay the entire cost of a test out-of-pocket, which could dissuade physicians from ordering our products

and, if ordered, could result in delay in or decreased likelihood of collection of payment.

Medicare is the single largest U.S.

a particularly important payor for many cardiac-related laboratory services, given the demographics of the Medicare population.

traditional Medicare fee-for-service will not cover screening tests that are performed in the absence of signs, symptoms, complaints,

personal history of disease, or injury except when there is a statutory provision that explicitly covers the test.

could be considered a screening test under Medicare and, accordingly, may not be eligible for traditional Medicare fee-for-service coverage

and reimbursement unless we pursue substantial additional measures, which would require significant investments, and may ultimately be

unsuccessful or may take several years to achieve.

If eligible for reimbursement, laboratory tests

such as ours generally are classified for reimbursement purposes under CMS’s Healthcare Common Procedure Coding System (“HCPCS”)

and the American Medical Association’s (“AMA”) Current Procedural Terminology (“CPT”) coding systems.

and payors must use those coding systems to bill and pay for our diagnostic

tests, respectively.

These HCPCS and CPT codes are associated with the particular product or service that is provided to the individual.

Accordingly, without a HCPCS or CPT code applicable to our products, the submission of claims could be a significant challenge.

creates an HCPCS code or the AMA establishes a CPT code, CMS establishes payment rates and coverage rules under traditional Medicare,

and private payors establish rates and coverage rules independently.

Under Medicare, payment for laboratory tests is generally made under

the Clinical Laboratory Fee Schedule (“CLFS”) with payment amounts assigned to specific HCPCS and CPT codes.

effective January 1, 2018, a new Medicare payment methodology went into effect for clinical laboratory tests, under which laboratory-reported

private payor rates are used to establish Medicare payment rates for tests reimbursed via the CLFS.

The new methodology implements Section

216 of the Protecting Access to Medicare Act of 2014 (“PAMA”) and requires laboratories that meet certain requirements related

to volume and type of Medicare revenues to report to CMS their private payor payment rates for each test they perform, the volume of tests

paid at each rate, and the HCPCS code associated with the test.

CMS uses the reported information to set the Medicare payment rate for

each test at the weighted median private payor rate.

The full impact of the PAMA rate-setting methodology and its applicability to our

products remains uncertain at this time.

Coverage and reimbursement by a third-party

payor may depend on a number of factors, including a payor’s determination that a product is appropriate, medically necessary, and

cost-effective.

Each payor will make its own decision as to whether to establish

a policy or enter into a contract to cover our products and the amount it will reimburse for such products.

Obtaining approvals from third-party

payors to cover our products and establishing adequate coding recognition and reimbursement levels is an unpredictable, challenging, time-consuming,

and costly process, and we may never be successful.

If third-party payors do not provide adequate coverage and reimbursement for our products,

our ability to succeed commercially will be limited.

if we establish relationships with payors to provide its products at negotiated rates, such agreements would not obligate any healthcare

providers to order our products or guarantee that we would receive reimbursement for our products from these or any other payors at adequate

Thus, these payor relationships, or any similar relationships, may not result in acceptable levels of coverage and reimbursement

for our products or meaningful increases in the number of billable tests we sell to healthcare providers.

We believe it may take at least

several years to achieve coverage and adequate reimbursement with a majority of third-party payors, including with those payors offering

negotiated rates.

In addition, we cannot predict whether, under what circumstances, or at what payment levels payors will cover and reimburse

for our products.

We do not expect Epi+Gen CHD™ or PrecisionCHD™ to have Medicare or other third-party coverage or reimbursement

in the near term.

However, if we fail to establish and maintain broad-based coverage and reimbursement for our products, our ability to

expand access to our products, generate increased revenue, and grow our test volume and customer base will be limited, and our overall

commercial success will be limited.

Our products may fail to achieve the degree of market acceptance

necessary for commercial success.

The failure of our products, once introduced,

to be listed in physician guidelines or of our studies to produce favorable results or to be published in peer-reviewed journals could

limit the adoption of our products.

In addition, healthcare providers and third-party payors, including Medicare, may rely on physician

guidelines issued by industry groups, medical societies, and other key organizations, before utilizing or reimbursing the cost of any

diagnostic or screening test.

Although we have published a study showing

the Epi+Gen CHD™ test is associated with cost saving, it is not yet, and may never be, listed in any such guidelines.

Further, if our products or the technology underlying

them do not receive sufficient favorable exposure in peer-reviewed publications, the rate of physician and market acceptance of our products

and positive reimbursement coverage decisions for our products could be negatively affected.

The publication of clinical data in peer-reviewed

journals is an important step in commercializing and obtaining reimbursement

for products, such as Epi+Gen CHD™ and PrecisionCHD™, and our inability to control when, if ever, results are published

may delay or limit our ability to derive sufficient revenues from any product that is developed using data from a clinical study.

Failure to achieve broad market acceptance of

our products, including Epi+Gen CHD™ and PrecisionCHD™, would materially harm our business ,

financial condition, and results of operations.

Risks Related to Customer Privacy, Cybersecurity and Data

Our use and disclosure of personally identifiable information,

including health information, is subject to federal and state privacy and security regulations, and our failure to comply with those regulations

or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse

effect on our customer base and revenue.

Numerous state and federal laws and regulations

govern the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of Personally Identifiable Information

(“PII”), including protected health information.

These laws and regulations include the Health Insurance Portability and Accountability

Act of 1996 (“HIPAA”).

HIPAA establishes a set of basic national privacy and security standards for the protection of protected

health information, (“PHI”), by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered

entities, and the business associates with whom such covered entities contract for services, which includes Cardio.

HIPAA requires healthcare providers like Cardio

to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative,

physical and technical safeguards to protect such information.

HIPAA also implemented the use of standard transaction code sets and standard

identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities

associated with the billing and collection of healthcare claims.

HIPAA imposes mandatory penalties for certain

Penalties for violations of HIPAA and its implementing regulations start at $100 per violation and are not to exceed $50,000

per violation, subject to a cap of $1.5 million for violations of the same standard in a single calendar year.

However, a single

breach incident can result in violations of multiple standards.

HIPAA also authorizes state attorneys general to file suit on behalf of

their residents.

Courts will be able to award damages, costs and attorneys’ fees related to violations of HIPAA in such cases.

HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have

been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

In addition, HIPAA mandates that the Secretary

of Health and Human Services, or HHS, conduct periodic compliance audits of HIPAA-covered entities or business associates for compliance

with the HIPAA Privacy and Security Standards.

It also tasks HHS with establishing a methodology whereby harmed individuals who were the

victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator.

HIPAA further requires that patients be notified

of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information,

with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals.

HIPAA specifies

that such notifications must be made “without unreasonable delay and in no case later than 60 calendar days after discovery of the

breach.” If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post the

name of the breaching entity on its public web site.

Breaches affecting 500 patients or more in the same state or jurisdiction must also

be reported to the local media.

If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS

at least annually.

Numerous other federal and state laws protect

the confidentiality, privacy, availability, integrity and security of personally identifiable information, or PII, including PHI.

laws in many cases are more restrictive than, and may not be preempted by, the HIPAA rules and may be subject to varying interpretations

by courts and government agencies, creating complex compliance issues for us, and our customers and potentially exposing us to additional

expense, adverse publicity and liability.

health information standards, whether implemented pursuant to HIPAA, congressional action or otherwise, could have a significant effect

on the manner in which we must handle healthcare related data, and the cost of comply ing with standards could be significant.

we do not comply with existing or new laws and regulations related to PHI, it could be subject to criminal or civil sanctions.

Because of the extreme sensitivity of the PII

that we store and transmit, the security features of our technology platform are very important.

If our security measures, some of which

are managed by third parties, are breached or fail, unauthorized persons may be able to obtain access to sensitive client and patient

data, including HIPAA-regulated PHI.

As a result, our reputation could be severely damaged, adversely affecting client and patient confidence.

Members may curtail their use of or stop using our services or our customer base could decrease, which would cause our business to suffer.

In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other

applicable laws or regulations and significant costs for remediation, notification to individuals and for measures to prevent future occurrences.

Any potential security breach could also result in increased costs associated with liability for stolen assets or information, repairing

system damage that may have been caused by such breaches, incentives offered to

customers or other business partners in an effort to maintain our business relationships after a breach and implementing measures to prevent

future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and

engaging third-party experts and consultants.

While we maintain insurance covering certain security and privacy damages and claims expenses

in the amount of at least $2.0 million, we may not carry insurance or maintain coverage sufficient to compensate for all liability

and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

outsource important aspects of the storage and transmission of customer and customer personnel information, a nd thus rely on third

parties to manage functions that have material cyber-security risks.

We attempt to address these risks by requiring outsourcing subcontractors

who handle customer and customer personnel information to sign business associate agreements contractually requiring those subcontractors

to adequately safeguard personal health data to the same extent that applies to us and in some cases by requiring such outsourcing subcontractors

to undergo third-party security examinations.

In addition, we periodically hire third-party security experts to assess and test our security

However, we cannot assure investors that these contractual measures and other safeguards will adequately protect us from the

risks associated with the storage and transmission of client and patient’s proprietary and protected health information.

In addition, U.S.

states are adopting new laws

or amending existing laws and regulations, requiring attention to frequently changing regulatory requirements applicable to data related

to individuals.

For example, California has enacted the California Consumer Privacy Act (“CCPA”).

The CCPA gives California

residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive

detailed information about how their personal information is used by requiring covered companies to provide new disclosures to California

consumers (as that term is broadly defined and which can include any of our current or future employees who may be California residents

or any other California residents whose data we collect or process) and provide such residents new ways to opt out of certain sales of

personal information.

The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that

is expected to increase data breach litigation.

As we expand our operations and customer base, the CCPA may increase our compliance costs

and potential liability.

Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), was approved by California

voters in the election in November 2020.

The CPRA created obligations relating to consumer data beginning on January 1, 2022, with

implementing regulations originally required to be adopted by July 1, 2022, but which remain in proposed format as of December 6,

Enforcement is to begin July 1, 2023, unless that deadline is extended due to the delay in the adoption of the final regulations.

The CPRA modifies the CCPA significantly, potentially resulting in further uncertainty and requiring us to incur additional costs and

expenses in an effort to comply.

Additionally, other U.S.

states continue to propose, and in certain cases adopt, privacy-focused legislation

such as Colorado, Virginia, Utah and Connecticut.

Aspects of these state laws remain unclear, resulting in further uncertainty and potentially

requiring us to modify our data practices and policies and to incur substantial additional costs and expenses in an effort to comply.

Privacy and data security laws and regulations could require

we to make changes to our business, impose additional costs on us and reduce the demand for our tests and services.

Our business model contemplates that we will

store, process and transmit both public data and our customers’ and customer personnel’s private data.

Our customers may store

and/or transmit a significant amount of personal or identifying information through our platform.

Privacy and data security have become

significant issues in the United States and in other jurisdictions where

we may offer our software solutions.

The regulatory framework relating to privacy and data security issues worldwide is evolving rapidly

and is likely to remain uncertain for the foreseeable future.

Federal, state and foreign government bodies and agencies have in the past

adopted, or may in the future adopt, laws and regulations regarding the collection, use, processing, storage and disclosure of personal

or identifying information obtained from customers and other individuals.

In addition to government regulation, privacy advocates and

industry groups may propose various self-regulatory standards that may legally or contractually apply to our business.

Because the interpretation

and application of many privacy and data security laws, regulations and applicable industry standards are uncertain, it is possible that

these laws, regulations and standards may be interpreted and applied in

a manner inconsistent with our existing privacy and data management practices.

As we expand into new jurisdictions or verticals, we will

need to understand and comply with various new requirements applicable in those jurisdictions or verticals.

To the extent applicable to our business or

the businesses of our customers, these laws, regulations and industry standards could have negative effects on our business, including

by increasing our costs and operating expenses, and delaying or impeding our deployment of new core functionality and products.

with these laws, regulations and industry standards requires significant management time and attention, and failure to comply could result

in negative publicity, subject us to fines or penalties or result in demands that we modify or cease existing

business practices.

In addition, the costs of compliance with, and other burdens imposed by, such laws, regulations and industry standards

may adversely affect our customers’ ability or desire to collect, use, process and store personal information using our software

solutions, which could reduce overall demand for them.

Even the perception of privacy and data security concerns, whether or not valid,

may inhibit market acceptance of our software solutions in certain verticals.

Furthermore, privacy and data security concerns may cause

our customers’ customers, vendors, employees and other industry participants to resist providing the personal information necessary

to allow our customers to use our applications effectively.

Any of these outcomes could adversely affect our business and operating results.

General Risks Affecting Our Company

A pandemic, epidemic or outbreak of an infectious disease in

the United States or worldwide, including the outbreak of the novel strain of coronavirus disease, COVID-19, could adversely affect

our business.

If a pandemic, epidemic or outbreak of an infectious

disease occurs in the United States or worldwide, our business may be adversely affected.

The severity, magnitude and duration of

the current COVID-19 pandemic is uncertain and rapidly changing.

As of the date of this Annual Report on Form 10-K, the extent to which

the COVID-19 pandemic may impact our business, results of operations and financial condition remains uncertain.

Numerous state and local jurisdictions, have

imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government

orders and restrictions for their residents to control the spread of COVID-19.

Such orders or restrictions have resulted in largely remote

operations at our place of business, work stoppages among some vendors and suppliers, slowdowns and delays, travel restrictions and cancellation

of events, among other effects, thereby significantly and negatively impacting its operations.

Other disruptions or potential disruptions

include restrictions on the ability of our personnel to travel;

inability of its suppliers to manufacture goods and to deliver these to

us on a timely basis, or at all;

inventory shortages or obsolescence;

delays in actions of regulatory bodies;

diversion of or limitations

on employee resources that would otherwise be focused on the operations of its business, including because of sickness of employees or

their families or the desire of employees to avoid contact with groups of people;

business adjustments or disruptions of certain third

and additional government requirements or other incremental mitigation efforts.

The extent to which the COVID-19 pandemic impacts

our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may

emerge concerning the severity and spread of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

It is not currently possible to reliably project

the direct impact of COVID-19 on our operating revenues and expenses.

Key factors include the duration and extent of the outbreak in our

service areas as well as societal and governmental responses.

If the COVID-19 pandemic worsens, especially in regions where we have offices

or operations, our business activities originating from affected areas could be adversely affected.

Disruptive activities could include

business closures in impacted areas, further restrictions on our employees’ and service providers’ ability to travel, impacts

to productivity if our employees or their family members experience health issues, and potential delays in hiring and onboarding of new

We may take further actions that alter our business operations as may be required by local, state, or federal authorities or

that we determine are in the best interests of our employees.

Such measures could negatively affect our sales and marketing efforts, sales

cycles, employee productivity, or customer retention, any of which could harm our financial condition and business operations.

The extent and continued impact of the COVID-19

pandemic on our business will depend on certain developments, including:

the duration and spread of the outbreak;

government responses

to the pandemic;

the impact on our customers and its sales cycles;

the impact on customer, industry, or employee events;

and the effect

on our partners and supply chains, all of which are uncertain and cannot be predicted.

Because of our business model, the full impact

of the COVID-19 pandemic may not be fully reflected in our results of operations and overall financial condition until future periods.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many

of the other risks described in this “Risk Factors” section, including but not limited to those relating to cyber-attacks

and security vulnerabilities, interruptions or delays due to third-parties, or our ability to raise additional capital or generate sufficient

cash flows necessary to expand our operations.

Changes in accounting standards and subjective assumptions, estimates

and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition.

Generally accepted accounting principles and

related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant

to our business, including but not limited to revenue recognition , allowance

for doubtful accounts, content asset amortization policy, valuation of our Common Stock, stock-based compensation expense and income taxes,

are highly complex and involve many subjective assumptions, estimates and judgments.

Changes in these rules or their interpretation or

changes in underlying assumptions, estimates or judgments could significantly change or increase volatility of our reported or expected

financial performance or financial condition.

Refer to Note 2, “Summary of Significant Accounting Policies” to the Audited

Financial Statements included elsewhere in this Annual Report on Form 10-K for a description of recent accounting pronouncements.

Risks Related to Our Securities

We are an “emerging growth company” and “smaller

reporting company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements

available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare

our performance to the performance of other public companies.

We are an “emerging growth company”

as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible for and

intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging

growth companies for as long as we continue to be an emerging growth company, including, but not limited to, (a) not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements and (c) exemptions from the requirements of holding

a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

As a result, our stockholders may not have access to certain information they may deem important.

We will remain an emerging growth company

until the earliest of (i) the last day of the fiscal year in which the market value of shares of Common Stock that are held

by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year

in which we have total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the

date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31,

2026, which is the last day of the fiscal year following the fifth anniversary of the date of the first sale of Common Stock in Mana’s

initial public offering.

We cannot predict whether investors will find our securities less attractive because it will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities

may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our

securities may be more volatile.

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.

We have elected not to opt out of such extended transition period, which means

that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth

company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that

has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards

Additionally,

if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds

held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the

claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account,

we may not be able to return to our public stockholders at least $10.00.

We may not have sufficient funds to satisfy

indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors

to the fullest extent permitted by law.

However, our officers and directors have agreed to waive any right, title, interest or claim of

any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever.

any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii)

we consummate an initial business combination.

Our obligation to indemnify our officers and directors may discourage stockholders from

bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of

reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might

otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay

the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

Our directors may decide not to enforce the indemnification

obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public

shareholders.

In the event that the proceeds in the trust account

are reduced below $10.00 per public share and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification

obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor

to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf

against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their

business judgment may choose not to do so in any particular instance.

For example, the cost of such legal action may be deemed by the

independent directors to be too high relative to the amount recoverable or the independent directors may determine that a favorable outcome

is not likely.

If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust

account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, after we distribute the proceeds in the trust

account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not

dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached

their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account

to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed,

any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential

transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by

our stockholders.

In addition, our Board of Directors may be viewed as having breached its fiduciary duty to our creditors and/or having

acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account

prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust

account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not

dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that

would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account

to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed,

the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and

subject to the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete

the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be

If we are deemed to be an investment company under

the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which

may make it difficult for us to complete our business combination.

company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business

of investing, reinvesting, owning, trading or holding certain types of securities would be deemed an investment company under the Investment

Company Act, as amended, or the Investment Company Act.

Since we will invest the proceeds held in the trust account, it is possible that

we could be deemed an investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities

may be restricted, including:

· restrictions

on the nature of our investments;

· restrictions

on the issuance of securities;

each of which may make it difficult

for us to complete our business combination.

In addition, we may have imposed

upon us burdensome requirements, including:

· registration

as an investment company;

of a specific form of corporate structure;

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

Compliance with these additional regulatory burdens

would require additional expense for which we have not allotted.

We do not believe that our anticipated principal activities

will subject us to the Investment Company Act.

The proceeds held in the trust account may be invested by the trustee only in United States

government treasury bills with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and

meeting certain conditions under Rule 2a-7 under the Investment Company Act.

Because the investment of the proceeds will be restricted

to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would

require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination.

are unable to complete our business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain

circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless.

The securities in which we invest the funds held in the trust account

could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount

received by public stockholders may be less than $10.00 per share.

The proceeds held in the trust account will be

invested only in U.S.

government treasury obligations with a maturity of 180 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.

short-term U.S.

government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative

interest rates in recent years.

Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open

Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United

In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated

certificate of incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the trust

account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination,

$50,000 of interest).

Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption

amount received by public stockholders may be less than $10.00 per share.

If we are unable to consummate our business combination

within 9 months (or up to 21 months from the closing of our IPO if we extend the period of time to consummate a business combination)

of the closing of our IPO, our public shareholders may be forced to wait beyond such 9 months (or up to 21 months) before redemption from

our trust account.

If we are unable to consummate our business

combination within 9 months from the closing of our IPO (or up to 21 months from the closing of our IPO if we extend the period of time

to consummate a business combination), we will distribute the aggregate amount then on deposit in the trust account (less the net interest

earned thereon to pay dissolution expenses), pro rata to our public stockholders by way of redemption and cease all operations except

for the purposes of winding up of our affairs, as further described herein.

If we are required to windup, liquidate the trust account

and distribute such amount therein, pro rata, to our public stockholders, as part of any liquidation process, such winding up, liquidation

and distribution must comply with the applicable provisions of applicable Delaware law.

In that case, investors may be forced to wait

beyond the 9 months (or up to 21 months) before the redemption proceeds of our trust account become available to them and they receive

the return of their pro rata portion of the proceeds from our trust account.

Only after the expiration of this full time period will public

security holders be entitled to distributions from the trust account if we are unable to complete a business combination.

investors’ funds may be unavailable to them until after such date and to liquidate your investment, public security holders may

be forced to sell their public shares or warrants, potentially at a loss.

We have no obligation to return funds to investors prior to

the date of our redemption or liquidation unless we consummate our business combination prior thereto and only then in cases where investors

have sought to redeem their shares of common stock.

Only upon our redemption or any liquidation will public stockholders be entitled to

distributions if we are unable to complete our business combination.

stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

Under the Delaware General Corporation Law, or the

DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them

in a dissolution.

The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares

in the event we do not complete our initial business combination within the required time period may be considered a liquidating distribution

under Delaware law.

If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that

it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought

against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting

period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution

is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any

liability of the stockholder would be barred after the third anniversary of the dissolution.

However, it is our intention to redeem our

public shares as soon as reasonably possible following the ninth (9 th ) month from the closing of this offering (or the end

of any extension period) in the event we do not complete our initial business combination and, therefore, we do not intend to comply with

the foregoing procedures.

Because we do not intend to comply with Section 280,

Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment

of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution.

However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective

target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, consultants, etc.)

or prospective target businesses.

If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders

with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount

distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.

We cannot assure you that we will properly assess all claims that may be potentially brought against us.

As such, our stockholders could

potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders

may extend beyond the third anniversary of such date.

Furthermore, if the pro rata portion of our trust account distributed to our public

stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the required

time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful,

then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful

redemption distribution, instead of three years, as in the case of a liquidating distribution.

We may not hold an annual meeting of shareholders

until after the consummation of our business combination.

Nasdaq corporate governance requirements do not require us to hold an annual meeting until the first anniversary of our first fiscal year

end following our listing on Nasdaq.

We may not hold an annual meeting of stockholders until after we consummate our initial

business combination and thus may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting of

stockholders be held for the purposes of electing directors in accordance with a company’s bylaws unless such election is made by

written consent in lieu of such a meeting.

Therefore, if our stockholders want us to hold an annual meeting prior to our consummation

of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery

in accordance with Section 211(c) of the DGCL.

Until we hold an annual meeting of stockholders, public stockholders may not

be afforded the opportunity to discuss company affairs with management.

Holders of rights and public warrants will

not have redemption rights with respect to such securities .

If we are unable to complete an initial business combination

within the required time period and we redeem the funds held in the trust account, the rights and public warrants will expire and holders

of such securities will not receive any of the amounts held in the trust account in exchange for their rights or public warrants.

The grant of registration rights to our sponsor

and holders of our private placement warrants may make it more difficult to complete our business combination, and the future exercise

of such rights may adversely affect the market price of our shares of common stock.

We entered into a registration rights agreement with

our sponsor and our other initial stockholders, pursuant to which such persons and their permitted transferees can demand that we register

their founder shares, the private placement warrants, the shares underlying such warrants, and any warrants we may issue upon conversion

of working capital loans.

We will bear the cost of registering these securities.

The registration and availability of such a significant

number of securities for trading in the public market may have an adverse effect on the market price of our shares of common stock.

addition, the existence of the registration rights may make our business combination more costly or difficult to conclude.

This is because

the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration

to offset the negative impact on the market price of our shares of common stock that is expected when the shares owned by our sponsor,

holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.

Because we are neither limited to evaluating target businesses in a

particular industry, sector or geographic area nor have we selected any specific target businesses with which to pursue our initial business

combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

We may seek to complete a business combination with

an operating company in any industry, sector or geographic area.

However, we will not, under our amended and restated certificate of incorporation,

be permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations.

Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis

to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity,

financial condition or prospects.

To the extent we complete our initial business combination, we may be affected by numerous risks inherent

in the business operations with which we combine.

For example, if we combine with a financially unstable business or an entity lacking

an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable

or a development stage entity.

Although our officers and directors will endeavor to evaluate the risks inherent in a particular target

business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate

time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control

or reduce the chances that those risks will adversely impact a target business.

We also cannot assure you that an investment in our units

will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination

Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial business

combination could suffer a reduction in the value of their securities.

Such stockholders or warrant holders are unlikely to have a remedy

for such reduction in value.

We may seek acquisition opportunities in industries

or sectors that may be outside of our management’s areas of expertise.

Although we expect to

focus our search for a target business in the healthcare , technology,

green economy and consumer products sectors, we will consider a business combination outside of our management’s areas of expertise

if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity

for our company.

In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s

expertise may not be directly applicable to its evaluation or operation, and the information contained in this report regarding the areas

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

As a result, our

management may not be able to adequately ascertain or assess all of the significant risk factors.

Accordingly, any stockholders who choose

to remain stockholders following our business combination could suffer a reduction in the value of their shares.

Such stockholders are

unlikely to have a remedy for such reduction in value.

Although we have identified general criteria and

guidelines that we believe are important in evaluating prospective target businesses, we may enter into our business combination with

a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our business combination

may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines

for evaluating prospective target businesses, it is possible that a target business with which we enter into our business combination

will not have all of these positive attributes.

If we complete our business combination with a target that does not meet some or all of

these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria

and guidelines.

In addition, if we announce a prospective business combination with a target that does not meet our general criteria and

guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing

condition with a target business that requires us to have a minimum net worth or a certain amount of cash.

In addition, if stockholder

approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may

be more difficult for us to attain stockholder approval of our business combination if the target business does not meet our general criteria

and guidelines.

If we are unable to complete our business combination, our public stockholders may receive only approximately $10.00 per

share on the liquidation of our trust account and our rights and warrants will expire worthless.

If we do not conduct an adequate due diligence investigation

of a target business, we may be required to subsequently take write-downs or write-offs, restructuring, and impairment or other charges

that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause

you to lose some or all of your investment.

must conduct a due diligence investigation of the target businesses we intend to acquire.

Intensive due diligence is time consuming and

expensive due to the operations, accounting, finance and legal professionals who must be involved in the due diligence process.

we conduct extensive due diligence on a target business, this diligence may not reveal all material issues that may affect a particular

target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors

outside the control of the target business and outside of our control may later arise.

If our diligence fails to identify issues specific

to a target business, industry or the environment in which the target business operates, we may be forced to later write-down or write-off

assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses.

due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner

not consistent with our preliminary risk analysis.

Even though these charges may

be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to

negative market perceptions about us or our shares of common stock.

In addition, charges of this nature may cause us to violate net worth

or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our

obtaining post-combination debt financing.

Accordingly, any stockholders who choose to remain stockholders following the business

combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction

We may seek acquisition opportunities with a financially

unstable business or an entity lacking an established record of revenue or earnings.

To the extent we complete our business combination

with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks

inherent in the operations of the business with which we combine.

These risks include volatile revenues or earnings and difficulties in

obtaining and retaining key personnel.

Although our officers and directors will endeavor to evaluate the risks inherent in a particular

target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time

to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce

the chances that those risks will adversely impact a target business.

Because we must furnish our stockholders with target

business financial statements, we may lose the ability to complete an otherwise advantageous business combination with some prospective

target businesses.

The federal proxy rules require that a proxy statement

with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial

statement disclosure in periodic reports.

We will include the same financial statement disclosure in connection with our tender offer

documents, whether or not they are required under the tender offer rules.

These financial statements may be required to be prepared in

accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or U.S.

GAAP, or international

financing reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the

historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight

Board (United States), or PCAOB.

These financial statement requirements may limit the pool of potential target businesses we may acquire

because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy

rules and complete our business combination within the prescribed time frame.

Because we must furnish our stockholders with target

business financial statements, we may lose the ability to complete an otherwise advantageous business combination with some prospective

target businesses.

The federal proxy rules require that a proxy statement

with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial

statement disclosure in periodic reports.

We will include the same financial statement disclosure in connection with our tender offer

documents, whether or not they are required under the tender offer rules.

These financial statements may be required to be prepared in

accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or U.S.

GAAP, or international

financing reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the

historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight

Board (United States), or PCAOB.

These financial statement requirements may limit the pool of potential target businesses we may acquire

because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy

rules and complete our business combination within the prescribed time frame.

We are not required to obtain an opinion from an

independent investment banking or from an independent accounting firm, and consequently, you may have no assurance from an independent

source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our business combination with an

affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target business or businesses,

we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation

opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target

is fair to our company from a financial point of view.

If no opinion is obtained, our stockholders will be relying on the business judgment

of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of

the target or targets, and different methods of valuation may vary greatly in outcome from one another.

Such standards used will be disclosed

in our tender offer documents or proxy solicitation materials, as applicable, related to our business combination.

However, if our Board

of Directors is unable to determine the fair value of an entity with which we seek to complete an business combination based on such standards,

we will be required to obtain an opinion as described above.

We may issue shares of our capital stock

or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and could cause a change

in control of our ownership.

Our Certificate of Incorporation authorizes the

issuance of up to 300,000,000 shares of common stock, $0.00001 par value, and 100,000,000 shares of preferred stock, $0.00001 par value.

Following our IPO, we have 285,196,429 authorized but unissued shares of common stock available for issuance (after appropriate reservation

for the issuance of the shares underlying the public and private warrants and the rights, but excluding any working capital warrants).

Although we have no commitment as of the date of this report, we may issue a substantial number of additional shares of common stock or

preferred stock, or a combination of shares of common stock and preferred stock, to obtain additional working capital or to complete a

business combination.

The issuance of additional shares of common stock or preferred stock will not reduce the per-share redemption amount

in the trust account, but:

significantly dilute the equity interest of investors in our IPO;

subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded

to our shares of common stock;

cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability

to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

adversely affect prevailing market prices for our shares of common stock.

Similarly, if we issue debt securities, it could

and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;

• acceleration

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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

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

while the debt security is outstanding.

inability to pay dividends on our common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

• limitations

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

• limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of

our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

If we incur indebtedness, our lenders will not

have a claim on the cash in the trust account and such indebtedness will not decrease the per-share redemption amount in the trust account.

We may reincorporate in another jurisdiction in

connection with our business combination and such reincorporation may result in taxes imposed on shareholders.

We may, in connection with our business combination

and subject to requisite stockholder approval under Delaware law, reincorporate in the jurisdiction in which the target company or business

The transaction may require a stockholder to recognize taxable income in the jurisdiction in which the stockholder is a tax

resident or in which its members are resident if it is a tax transparent entity.

We do not intend to make any cash distributions to stockholders

to pay such taxes.

Stockholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

Resources could be spent in researching acquisitions

that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

If we are unable to complete our business combination, our public shareholders may receive only approximately $10.00 per share, or less

than such amount in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless.

We anticipate that the investigation of each specific

target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require

substantial management time and attention and substantial costs for accountants, attorneys and others.

If we decide not to complete a

specific business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.

if we reach an agreement relating to a specific target business, we may fail to complete our business combination for any number of reasons

including those beyond our control.

Any such event will result in a loss to us of the related costs incurred which could materially adversely

affect subsequent attempts to locate and acquire or merge with another business.

If we are unable to complete our business combination,

our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our rights and warrants

will expire worthless.

Ladenburg Thalmann may have a conflict of interest in rendering services

to us in connection with our initial business combination.

We have entered into a Business Combination Marketing

Agreement with Ladenburg Thalmann.

Pursuant to this agreement, Ladenburg Thalmann will provide certain specified services to us in connection

with our initial business combination, though such services will not include the provision of any M&A-related advisory services.

agreement will provide that we will pay Ladenburg Thalmann the Marketing Fee for such services upon the consummation of our initial business

combination in an amount equal to, in the aggregate, 2.5% of the gross proceeds of our IPO.

In the ordinary course of business, Ladenburg

Thalmann and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own

account and the accounts of customers, in the debt or equity securities of us, our affiliates or other entities that may be involved in

the transactions contemplated by the Business Combination Marketing Agreement, and may provide advisory and other services to one or more

actual or potential business combination targets, investors or other parties to any business combination or other transaction entered

into by us, for which services Ladenburg Thalmann or one or more of its affiliates may be paid fees, including fees conditioned upon the

closing of a particular business combination or other transaction or transactions.

This financial interest may result in Ladenburg Thalmann

having a conflict of interest when providing the services to us in connection with an initial business combination.

We may issue notes or other debt securities, or

otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition

and thus negatively impact the value of our stockholders’ investment in us.

Although we presently have no commitments to issue

any notes or other debt securities, or to otherwise incur outstanding debt following our IPO, we may choose to incur substantial debt

to complete our business combination.

We have agreed that we will not incur any indebtedness unless we have obtained from the lender a

waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account.

As such, no issuance of debt

will affect the per-share amount available for redemption from the trust account.

Nevertheless, the incurrence of debt could have a variety

of negative effects, including:

and foreclosure on our assets if our operating revenues after an business combination are insufficient to repay our debt obligations;

· acceleration

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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

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

while the debt security is outstanding;

inability to pay dividends on our shares of common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our shares of common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

· limitations

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

· limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of

our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business combination

with the proceeds of our IPO and the sale of the private placement warrants, which will cause us to be solely dependent on a single business

which may have a limited number of products or services.

This lack of diversification may negatively impact our operations and profitability.

Of the net proceeds from our IPO and the sale of the

private placement warrants, $65,000,000 is available to complete our business combination and pay related fees and expenses (which includes

up to approximately $1,625,000 for the payment of fees under the Business Combination Marketing Agreement).

We may effectuate our business combination with a single

target business or multiple target businesses simultaneously or within a short period of time.

However, we may not be able to effectuate

our business combination with more than one target business because of various factors, including the existence of complex accounting

issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the

financial condition of several target businesses as if they had been operated on a combined basis.

By completing our business combination

with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks.

we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other

entities which may have the resources to complete several business combinations in different industries or different areas of a single

Accordingly, the prospects for our success may be:

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

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

This lack of diversification may subject us to numerous

economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in

which we may operate subsequent to our business combination.

We may attempt to simultaneously complete business

combinations with multiple prospective targets, which may hinder our ability to complete our business combination and give rise to increased

costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses

that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on

the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete

our business combination.

With multiple business combinations, we could also face additional risks, including additional burdens and costs

with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks

associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating

If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our business combination

with a private company about which little information is available, which may result in a business combination with a company that is

not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to

effectuate our business combination with a privately held company.

Very little public information generally exists about private companies,

and we could be required to make our decision on whether to pursue a potential business combination on the basis of limited information,

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

Risks Relating to our Management and Directors

to successfully effect a business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel,

some of whom may join us following a business combination.

While we intend to closely scrutinize any individuals we engage after a business

combination, we cannot assure you that our assessment of these individuals will prove to be correct.

Further, the loss of

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

Our ability to successfully effect a business combination

is dependent upon the efforts of our key personnel.

We believe that our success depends on the continued service of our key personnel,

at least until we have consummated our initial business combination.

We cannot assure you that any of our key personnel will remain with

us for the immediate or foreseeable future, either due to health conditions or otherwise.

In addition, none of our officers is required

to commit any specified amount of time to our affairs and, accordingly, our officers will have conflicts of interest in allocating management

time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

We do not have employment agreements with, or key-man insurance on the life of, any of our officers.

The unexpected loss of the services

of our key personnel could have a detrimental effect on us.

The role of our key personnel after a business

combination, however, cannot presently be ascertained.

Although some of our key personnel may serve in senior management or as members

of the Board of Directors or advisory positions following a business combination, it is likely that most, if not all, of the management

of the target business will remain in place.

While we intend to closely scrutinize any individuals we engage after a business combination,

we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements

of operating a public company which could cause us to have to expend time and resources helping them become familiar with such requirements.

This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

We are dependent upon our officers and directors

and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively small

group of individuals and, in particular, Mr.

Liu and our other officers and directors.

We believe that our success depends on the continued

service of our officers and directors, at least until we have completed our business combination.

In addition, our officers and directors

are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating

management time among various business activities, including identifying potential business combinations and monitoring the related due

We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers.

The unexpected

loss of the services of one or more of our directors or officers could have a detrimental effect on us.

Our key personnel may negotiate employment or consulting

agreements with a target business in connection with a particular business combination.

These agreements may provide for them to receive

compensation following our business combination and as a result, may cause them to have conflicts of interest in determining whether a

particular business combination is the most advantageous.

Our key personnel may be able to remain with the company

after the completion of our business combination only if they are able to negotiate employment or consulting agreements in connection

with the business combination.

Such negotiations would take place simultaneously with the negotiation of the business combination and

could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would

render to us after the completion of the business combination.

The personal and financial interests of such individuals may influence

their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Delaware law.

believe the ability of such individuals to remain with us after the completion of our business combination will not be the determining

factor in our decision as to whether or not we will proceed with any potential business combination.

There is no certainty, however, that

any of our key personnel will remain with us after the completion of our business combination.

We cannot assure you that any of our key

personnel will remain in senior management or advisory positions with us.

The determination as to whether any of our key personnel will

remain with us will be made at the time of our business combination.

Our officers and directors may not have significant experience

or knowledge regarding the jurisdiction or industry of the target business we may seek to acquire.

We may consummate a business combination with a

target business in any geographic location or industry we choose.

We cannot assure you that our officers and directors will have enough

experience or have sufficient knowledge relating to the jurisdiction of the target or its industry to make an informed decision regarding

a business combination.

We may have a limited ability to assess the management

of a prospective target business and, as a result, may effect our business combination with a target business whose management may not

have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our

business combination with a prospective target business, our ability to assess the target business’s management may be limited due

to a lack of time, resources or information.

Our assessment of the capabilities of the target’s management, therefore, may prove

to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target’s management

not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination

business may be negatively impacted.

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

could suffer a reduction in the value of their shares.

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

The officers and directors of an acquisition candidate

may resign upon completion of our business combination.

The departure of a business combination target’s key personnel could negatively

impact the operations and profitability of our post-combination business.

The role of an acquisition candidates’ key personnel upon

the completion of our business combination cannot be ascertained at this time.

Although we contemplate that certain members of an acquisition

candidate’s management team will remain associated with the acquisition candidate following our business combination, it is possible

that members of the management of an acquisition candidate will not wish to remain in place.

As a result, we may need to reconstitute

the management team of the post-transaction company in connection with our initial business combination, which may adversely impact our

ability to complete an acquisition in a timely manner or at all.

Our officers and directors will allocate their

time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

conflict of interest could have a negative impact on our ability to complete our business combination.

Our officers and directors are not required to, and

will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations

and our search for a business combination and their other businesses.

We do not intend to have any full-time employees prior to the completion

of our business combination.

Each of our officers is engaged in several other business endeavors for which he or she may be entitled to

substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs.

Our independent

directors also serve as officers and board members for other entities.

If our officers’ and directors’ other business affairs

require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their

ability to devote time to our affairs which may have a negative impact on our ability to complete our business combination.

Certain of our officers and directors are now,

and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted

by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Following the completion of our IPO and until we consummate

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

Our sponsor and

officers and directors are, or may in the future become, affiliated with other blank check companies like ours or other entities (such

as operating companies or investment vehicles) that are engaged in making and managing investments in a similar business.

Our officers and directors also may become aware of

business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation

to us, subject to his or her fiduciary duties under applicable law.

We have not adopted a policy that expressly prohibits

our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment

to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

In fact, we may enter into a business

combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so.

Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types

conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and ours.

Our sponsor, officers and directors may have a conflict of interest

in determining whether a particular target business is appropriate for a business combination.

Our sponsor and officers and directors have waived

their right to redeem their sponsor shares or any other shares purchased in this offering or thereafter, or to receive distributions from

the trust account with respect to their sponsor shares upon our liquidation if we are unable to consummate a business combination.

the shares and any private warrants acquired prior to this offering will be worthless if we do not consummate a business combination.

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

a target business and completing a business combination.

Consequently, our directors’ and officers’ discretion in identifying

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

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

This risk may become more acute

as the deadline for completing our initial business combination nears.

Our officers and directors or their affiliates have pre-existing

fiduciary and contractual obligations and accordingly, may have conflicts of interest in determining to which entity a particular business

opportunity should be presented.

officers and directors or their affiliates have pre-existing fiduciary and contractual obligations to other companies.

Accordingly, they

may participate in transactions and have obligations that may be in conflict or competition with our consummation of our initial business

Additionally, a potential target business may be presented by our management team to another entity prior to its presentation

to us and we may not be afforded the opportunity to engage in a transaction with such target business.

Our amended and restated

certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless

such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity

is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Accordingly, if any

of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he

or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business

combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines

to present the opportunity to us.

For example, our Chief Executive Officer is affiliated

with Ladenburg, Thalmann, which was also the underwriter in our IPO.

He owes a pre-existing fiduciary duty to Ladenburg, Thalmann

and will present opportunities to them prior to presenting them to us, if, for example, a potential target company is open to either raising

funds in an offering or engaging in a transaction with a SPAC.

This may limit the number of potential targets they present to us for purposes

of completing a business combination.

These conflicts may not be resolved in our favor

and a potential target business may be presented to another entity prior to its presentation to us.

For a more detailed description of

the pre-existing fiduciary and contractual obligations of our management team ,

and the potential conflicts of interest that such obligations may present, see the section titled “ Management — Conflicts

of Interest .”

Our officers and directors and their affiliates will control a

substantial interest in us and thus may influence certain actions requiring a stockholder vote.

Upon consummation of our IPO, our sponsor, officers

and directors and their affiliates will own approximately 20% of our issued and outstanding shares of common stock (excluding accounting

for any private warrants).

Further, our sponsor, officers, directors or their affiliates could determine in the future to purchase our

securities in the open market or in private transactions, to the extent permitted by law, to increase their holdings in order to influence

the vote or magnitude of the number of stockholders seeking to tender their shares to us.

If we are unable to complete our initial business

combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation

of our trust account, and our warrants and rights will expire worthless.

In connection with any vote for a proposed business combination,

our sponsor officers and directors have agreed to vote their sponsor shares, as well as any public shares acquired in or after this offering

in favor of any proposed business combination.

Past performance by members of our management

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

Information regarding performance by, or businesses

associated with, members of our management team and their respective affiliates, is presented for informational purposes only.

experience and performance, including related to acquisitions, of members of our management team and their respective affiliates, is not

a guarantee either:

(1) that we will be able to successfully identify a suitable candidate for our initial business combination;

or (2) of any results with respect to any initial business combination we may consummate.

You should not rely on the historical record

of our management team’s or their affiliates’ performance, as indicative of the future performance of an investment in us

or the returns we will, or are likely to, generate going forward.

Our officers, directors, security holders and their respective affiliates

may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits

our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment

to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

In fact, we may enter into a business

combination with a target business that is affiliated with one or more of our sponsors, directors or officers.

We do not have a policy

that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us.

such persons or entities may have a conflict between their interests and ours.

We may engage in a business combination with one

or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing

holders which may raise potential conflicts of interest.

In light of the involvement of our initial stockholders,

officers and directors, and their affiliates with other businesses, we may decide to acquire one or more businesses affiliated with or

competitive with our initial stockholders, officers and directors, and their respective affiliates.

Our directors also serve as officers

and/or board members for other entities.

Such entities may compete with us for business combination opportunities.

Our initial stockholders,

officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with

any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any

such entity or entities.

Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities,

we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction

was approved by a majority of our independent and disinterested directors.

Despite our agreement to obtain an opinion from an independent

investment banking firm that is a member of FINRA or from an independent accounting firm, regarding the fairness to our company from a

financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsors,

officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not

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

Moreover, we may, at our option, pursue an affiliated

joint acquisition opportunity with an initial stockholder or one of their affiliates or with other entities to which an officer or director

has a fiduciary, contractual or other obligation or duty.

Any such parties may co-invest with us in the target business at the time of

our initial business combination, or we could raise additional proceeds to complete the acquisition by making a future issuance of securities

to any such parties, which may give rise to certain conflicts of interest.

Since our sponsor, officers and directors will

lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether

a particular business combination target is appropriate for our business combination.

In June 2021, our sponsor purchased 1,437,500 shares

of our common stock, for $25,000.

Subsequently, we amended and restated our subscription agreement with the sponsor on two occasions and

ultimately issued it an additional 187,500 shares of common stock, for an aggregate of 1,625,000 shares prior to the investment in the

company of $25,000 by our sponsor, the company had no assets, tangible or intangible.

Giving effect to these issuances, our sponsor and

other initial stockholders own 20% of our issued and outstanding shares after our IPO.

The founder shares will be worthless if we do not

complete an business combination.

In addition, our sponsor has purchased an aggregate of 2,500,000 private placement warrants, for a purchase

price of $2,500,000, or $1.00 per warrant, that will also be worthless if we do not complete a business combination.

The founder shares are identical to the shares of common

stock included in the units being sold in our IPO except that (i) the founder shares are subject to certain transfer restrictions and

(ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive

their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion

of our business combination, (B) to waive their redemption rights with respect to any founder shares, private placement shares and public

shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation

(x) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an business

combination or to redeem 100% of our public shares if we have not consummated our business combination within the timeframe set forth

therein or (y) with respect to any other provision relating to stockholders’ rights or pre-business combination activity and (C)

to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares

if we fail to complete our business combination within 9 months from the closing of our IPO (or up to 21 months from the closing of our

IPO if we extend the period of time to consummate a business combination) (although they will be entitled to liquidating distributions

from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed

The personal and financial interests of our officers

and directors may influence their motivation in identifying and selecting a target business combination, completing an business combination

and influencing the operation of the business following the business combination.

Since our sponsor, officers and directors may not

be eligible to be reimbursed for their out-of-pocket expenses if our business combination is not completed, a conflict of interest may

arise in determining whether a particular business combination target is appropriate for our business combination.

At the closing of our business combination, 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.

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

financial interests of our sponsor, officers and directors may influence their motivation in identifying and selecting a target business

combination and completing an business combination.

Risks Relating to the Post-Business Combination

Our management may not have control of a target business after

our initial business combination.

We cannot provide assurance that new management will possess the skills, qualifications or abilities

necessary to profitably operate such business.

We may structure our initial business combination

so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets

of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to

be required to register as an investment company under the Investment Company Act.

We will not consider any transaction that does not

meet such criteria.

Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior

to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations

ascribed to the target and us in the business combination.

For example, we could pursue a transaction in which we issue a substantial

number of new shares of common stock in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire

a 100% interest in the target.

However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders

immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction.

In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger

share of the company’s shares than we initially acquired.

Accordingly, this may make it more likely that our management will not

be able to maintain control of the target business.

We do not have a specified maximum redemption threshold.

of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority

of our stockholders do not agree.

Our amended and restated certificate of incorporation

will not provide a specified maximum redemption threshold, except that in no event will we redeem, upon our initial business combination,

our public shares in an amount that would cause our net tangible assets to be less than $5,000,001, nor will we consummate our initial

business combination if we would otherwise become subject to the SEC’s “penny stock” rules.

As a result, we may be able

to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction

and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions

in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements

to sell their shares to our founders, officers, directors, advisors or any of their respective affiliates.

In the event the aggregate

cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount

required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available

to us, we will not complete the business combination or redeem any shares, all shares of common stock submitted for redemption will be

returned to the holders thereof, and we instead may search for an alternate business combination (including, potentially, with the same

In order to effectuate an initial business combination, blank check

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

We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments,

including our warrant agreement, in a manner that will make it easier for us to complete our initial business combination that some of

our stockholders or warrant holders may not support.

In order to effectuate an initial business combination,

blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including

their warrant agreements.

For example, blank check companies have amended the definition of business combination, increased redemption

thresholds, extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant

agreements to require the warrants to be exchanged for cash and/or other securities.

We cannot assure you that we will not seek to amend

our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial

business combination.

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

through the registration statement of which this prospectus forms a part, we would register, or seek an exemption from registration for,

the affected securities.

The provisions of our amended and restated certificate

of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release

of funds from our trust account), including an amendment to permit us to withdraw funds from the trust account such that the per share

amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated, may be amended with the approval

of holders of a majority of our shares of common stock who attend and vote in a general meeting, which is a lower amendment threshold

than that of some other blank check companies.

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

to facilitate the completion of an business combination that some of our stockholders may not support.

Some other blank check companies have a provision in

their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business

combination activity, without approval by a supermajority of the company’s stockholders.

Our amended and restated certificate of

incorporation provides that any of its provisions, including those related to pre-business combination activity may be amended if approved

by holders of at least a majority of our outstanding shares of common stock.

Our sponsor and other initial stockholders, which beneficially

own 20% of our shares of common stock upon the closing of our IPO (not taking into account ownership of the private placement warrants),

will participate in any vote to amend our amended and restated certificate of incorporation.

As a result, we may be able to amend the

provisions of our amended and restated certificate of incorporation which govern our pre-business combination behavior more easily than

some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree.

stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

Certain agreements related to our IPO may be amended

without stockholder approval.

Certain agreements, including the letter agreement

among us and our initial stockholders, officers and directors and the registration rights agreement among us and our initial stockholders

may be amended without stockholder approval.

These agreements contain various provisions, including transfer restrictions on our sponsor

shares and private placement warrants and the securities included therein, that our public stockholders might deem to be material.

we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination,

it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve

one or more amendments to any such agreement in connection with the consummation of our initial business combination.

Any such amendments

would not require approval from our stockholders, may result in the completion of our initial business combination that may not otherwise

have been possible, and may have an adverse effect on the value of an investment in our securities.

We may be unable to obtain additional financing

to complete our business combination or to fund the operations and growth of a target business, which could compel us to restructure or

abandon a particular business combination .

Although we believe that the net proceeds of our IPO

and the sale of the private placement warrants will be sufficient to allow us to complete our business combination, because we have not

yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction.

proceeds of our IPO and the sale of the private placement warrants prove to be insufficient, either because of the size of our business

combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant

number of shares from stockholders who elect redemption in connection with our business combination or the terms of negotiated transactions

to purchase shares in connection with our business combination, we may be required to seek additional financing or to abandon the proposed

business combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional

financing proves to be unavailable when needed to complete our business combination, we would be compelled to either restructure the transaction

or abandon that particular business combination and seek an alternative target business candidate.

In addition, even if we do not need

additional financing to complete our business combination, we may require such financing to fund the operations or growth of the target

The failure to secure additional financing could have a material adverse effect on the continued development or growth of the

target business.

None of our officers, directors or stockholders is required to provide any financing to us in connection with or after

our business combination.

If we are unable to complete our business combination, our public stockholders may only receive approximately

$10.00 per share on the liquidation of our trust account, and our rights and warrants will expire worthless.

In certain circumstances,

our public stockholders may receive less than $10.00 per share on the redemption of their shares.

Risk Related to Our Securities

We may amend the terms of the warrants in a manner that may be

adverse to holders with the approval by the holders of at least a majority of the then outstanding warrants.

Our warrants are issued in registered form under

a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

The warrant agreement provides that

the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision.

warrant agreement requires the approval by the holders of at least a majority of the then outstanding warrants in order to make any change

that adversely affects the interests of the registered holders.

Accordingly, we may amend the terms of the public warrants in a

manner adverse to a holder if holders of at least a majority of the then outstanding public warrants approve of such amendment.

our ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants

is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert

the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of

shares of our common stock purchasable upon exercise of a warrant.

We may amend the terms of the rights in a

way that may be adverse to holders with the approval by the holders of a majority of the then outstanding rights.

Our rights are issued in registered form under a rights

agreement between Continental Stock Transfer & Trust Company, as rights agent, and us.

The rights agreement provides that the terms

of the rights may be amended without the consent of any holder to cure any ambiguity or correct any defective provision.

The rights agreement

requires the approval by the holders of a majority of the then outstanding rights in order to make any change that adversely affects the

interests of the registered holders

Our founders paid an aggregate of $25,000 or approximately

an average of $0.0161 per share, for the sponsor shares and, accordingly, you will experience immediate and substantial dilution from

the purchase of our shares of common stock.

The difference between the public offering price per

share (allocating all of the unit purchase price to the shares of common stock and none to the rights or warrants included in the units)

and the pro forma net tangible book value per share after our IPO constitutes the dilution to you and the other the investors in our IPO.

Our founders acquired the sponsor shares at a nominal price, significantly contributing to this dilution.

Upon the consummation of our

IPO, and assuming no value is ascribed to the warrants included in the units, you and the other public stockholders will incur an immediate

and substantial dilution of approximately 95.7% (or $8.37 per share) (assuming no exercise of the underwriters’ over-allotment option)

(or 96.2%, or $8.42 per share if the over-allotment is exercised in full), the difference between the pro forma net tangible book value

per share of $0.38 (or $0.33 if the over-allotment is exercised in full) and the effective initial offering price of $8.75 per unit (adjusted

to include the value of the rights.

Investors may view our units as less attractive

than those of other blank check companies.

Unlike other blank check companies that sell units

comprised of shares and warrants each to purchase one full share in their public offerings, in our IPO we sold units comprised of shares

of common stock, rights entitling the holder to receive one-seventh (1/7) of one share of common stock, and one-half of a warrant.

rights and warrants will not have any voting rights and will expire and be worthless if we do not consummate an business combination.

Furthermore, no fractional shares will be issued upon exercises of the warrants and it is not our intent to issue fractional shares upon

conversion of any rights.

As a result, unless you acquire at least two warrants, you will not be able to receive a share upon exercise

of your warrants and if you acquire less than ten rights, you may, in our discretion, not receive one whole share.

Any rounding down and

extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant rights.

Accordingly, investors in our IPO will not be issued the same securities as part of their investment as they may have in other blank check

company offerings, which may have the effect of limiting the potential upside value of your investment in our company.

Because each unit contains one-half of one redeemable

warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one-half of one redeemable warrant

to acquire a share of common stock.

No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.

This is different from

other offerings similar to ours whose units include one share and one warrant to purchase one whole share.

We have established the components

of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants

will be exercisable in the aggregate for one half of the number of shares compared to units that each contain a warrant to purchase one

whole share, thus making us, we believe, a more attractive merger partner for target businesses.

Nevertheless, this unit structure may

cause our units to be worth less than if they included a warrant to purchase one whole share.

There is no guarantee that our warrants will be

in the money at the time they become exercisable, and they may expire worthless.

The exercise price

for our warrants, including our public warrants, is $11.50 per share of common stock.

There is no guarantee that any of our warrants will

be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

A significant portion of our total outstanding

shares are restricted from immediate resale but may be sold into the market in the near future.

This could cause the market price of our

common stock and/or warrants to drop significantly.

We have registered as part of

our IPO the resale of the 1,625,000 founders shares, 2,500,000 private warrants, and 2,500,000 shares of common stock issuable upon the

exercise of the private warrants, which securities are owned by our sponsor and insiders.

Although these shares of common stock and private

warrants are subject to the transfer restrictions described in the insider letter, those securities may be immediately resold upon the

expiration of those lockup periods.

The market price of the shares of our common stock and warrants could decline as a result of the sale

of a substantial number of our shares of common stock or warrants in the public market or the perception in the market that the holders

of a large number of shares or warrants intend to sell their shares.

Our warrant agreement and rights agreement with

our transfer agent will designate the courts of the State of New York or the United States District Court for the Southern District of

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

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

Our warrant agreement and rights agreement with our

transfer agent, which govern the terms of the warrants and rights, respectively, provides that, subject to applicable law, (i) any action,

proceeding or claim against us or the warrant agent arising out of or relating in any way to the warrant agreement shall be brought and

enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that

we and the warrant agent and rights agent irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for

any such action, proceeding or claim.

We and the warrant agent and rights agent will waive any objection to such exclusive jurisdiction

and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, this exclusive forum

provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act, any other claim for which the federal

courts have exclusive jurisdiction or any complaint asserting a cause of action arising under the Securities Act against us or any of

our directors, officers, other employees or agents.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits

brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

In addition, stockholders

cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Other than with respect to claims under the Securities

Act or Exchange Act, this choice-of-forum provision may limit a warrant holder’s or right’s holder’s ability to bring

a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits.

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

Smaller reporting companies

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

financial statements.

We expect that we will remain a smaller reporting company until the last day of any fiscal year for so long

as either (a) the market value of our Common Stock held by non-affiliates does not equal or exceed $250 million as of the

prior June 30 th , or (b) our annual revenues

did not equal or exceed $100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates did

not equal or exceed $700 million as of the prior June 30 th .

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other

public companies difficult or impossible.

Our stock price may be volatile and may decline regardless of

our operating performance.

The market price of our Common Stock may fluctuate

significantly in response to numerous factors and may continue to fluctuate for these and other reasons, many of which are beyond our

control, including:

actual or anticipated fluctuations in our revenue and results of operations;

failure of securities analysts to maintain coverage of the Company, changes in financial estimates or ratings by any securities analysts who follow us or our failure to meet these estimates or the expectations of investors;

announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments;

changes in operating performance and stock market valuations of other healthcare-related companies generally, or those in the medical diagnostics industry in particular;

price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

trading volume of our Common Stock;

the inclusion, exclusion or removal of our Common Stock from any indices;

changes in the Board or management;

transactions in our Common Stock by directors, officers, affiliates and other major investors;

lawsuits threatened or filed against us;

changes in laws or regulations applicable to our business;

changes in our capital structure, such as future issuances of debt or equity securities;

short sales, hedging and other derivative transactions involving our capital stock;

general economic conditions in the United States;

pandemics or other public health crises, including, but not limited to, the COVID-19 pandemic (including additional variants such as the Omicron variant);

other events or factors, including those resulting from war, incidents of terrorism or responses to these events;

the other factors described in this “Risk Factors” section.

The stock market has recently experienced extreme

price and volume fluctuations.

The market prices of securities of companies have experienced fluctuations that often have been unrelated

or disproportionate to their operating results.

In the past, stockholders have sometimes instituted securities class action litigation

against companies following periods of volatility in the market price of their securities.

Any similar litigation against us could result

in substantial costs, divert management’s attention and resources, and harm its business, financial condition, and results of operations.

An active trading market for our Common Stock may not be created

or sustained.

We have listed our Common Stock and Warrants

on Nasdaq under the symbols “CDIO” and “CDIOW,” respectively.

We cannot assure you that an active trading market

for its Common Stock will be created or sustained.

Accordingly, we cannot assure you of the liquidity of any trading market, your ability

to sell your shares of our Common Stock when desired or the prices that you may obtain for your shares.

Future sales of Common Stock in the public market could cause

our share price to decline significantly, even if our business is doing well.

The market price of our Common Stock could decline

as a result of sales of a large number of shares of Common Stock in the market, or the perception that these sales could occur.

are a total of 9,614,743 shares of Common Stock outstanding as of March 27, 2023.

In November 2022, we filed a registration statement

on Form S-1 under the Securities Act to register securities, including a primary offering of 3,486,686 shares issuable upon exercise of

outstanding warrants and 11,883,256 shares registered for resale by selling stockholders.

The SEC declared the registration statement

effective on January 24, 2023, and as such, those securities are freely tradeable at any time.

In addition, we registered the resale of

an additional 236,686 warrants, which if exercised, will also result in freely-tradeable Common Stock.

In addition, on March 22, 2023,

we filed, and the SEC declared effective, a Form S-8 registration statement covering the Common Stock issuable upon exercise or conversion

of stock-based grants and awards issued or issuable under the Company’s 2022 Equity Incentive Plan.

Upon filing, the shares of Common

Stock covered by the Form S-8 the registration statement became eligible for sale in the public market, subject to Rule 144 limitations

applicable to affiliates.

In addition, we have agreed, at our expense,

to prepare and file registration statements with the SEC providing for the resale of shares of Common Stock issuable upon conversion of

convertible debentures (the “YA Convertible Debentures”) issued and to be issued to YA II PN, Ltd.

(“Yorkville”),

a fund managed by Yorkville Advisors Global, LP.

We expect to file the first registration statement covering the resale of Yorkville conversion

shares soon after filing this Annual Report on Form 10-K.

We expect to register for resale up to 20,363,637 shares of Common Stock that

are potentially issuable upon conversion of the YA Convertible Debentures.

That number assumes conversion at the lowest possible conversion

price of $0.55 per share, which we believe is an unlikely outcome but is contractually possible.

Yorkville is required to use its commercially

reasonable efforts to convert a minimum of at least $1,000,000 of principal amount in the aggregate of its Convertible Debentures per

calendar month.

In any event, we anticipate that the shares of Common Stock issuable upon conversion of the YA Convertible Debentures

will result in a substantial number of shares being held by a single investor who will be free to sell significant blocks of stock, if

and when it elects to do so.

Together with our earlier registration statement

that was declared effective in January 2023, the S-8 registration statement and the availability of Rule 144 for resales of other securities,

virtually all of the shares of Common Stock we have issued in non-public transactions will be eligible to be freely traded in the public

market, subject to certain limitations applicable to our affiliates.

The resale, or expected or potential resale, of a substantial number

of our shares of Common Stock in the public market could adversely affect the market price for our shares of Common Stock and make it

more difficult for investors to sell their shares of Common Stock at times and prices that they feel are appropriate.

In particular, we

expect that, because there will be a substantial number of shares registered pursuant to various registration statements, the applicable

selling securityholders will continue to offer such covered securities for a significant period of time, the precise duration of which

cannot be predicted.

Accordingly, the adverse market and price pressures resulting from an offering pursuant to a registration statement

may continue for an extended period of time.

Sales of Common Stock pursuant to these registration

statements or pursuant to Rule 144 may make it more difficult for us to sell equity securities in the future at a time and at a price

that we deem appropriate.

These sales also could cause the trading price of our Common Stock to fall and make it more difficult for investors

to sell shares of our Common Stock at a time and price that they deem appropriate.

If securities or industry analysts either do not publish research

about us or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendations

regarding our Common Stock adversely, the trading price or trading volume of our Common Stock could decline.

The trading market for our Common Stock is influenced

in part by the research and reports that securities or industry analysts may publish about us, our business, our market, or our competitors.

If one or more of the analysts initiate research with an unfavorable rating or downgrade our Common Stock, provide a more favorable recommendation

about our competitors, or publish inaccurate or unfavorable research about our business, the trading price of our Common Stock would likely

In addition, we currently expect that securities research analysts will establish and publish their own periodic projections

for our business.

These projections may vary widely and may not accurately predict the results we actually achieve.

Our stock price may

decline if our actual results do not match the projections of these securities research analysts.

Furthermore, if no analysts commence

coverage of our Company, the trading price and volume for our Common Stock could be adversely affected.

If any analyst who may cover us

were to cease coverage of the Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which

in turn could cause the trading price or trading volume of our Common Stock to decline.

Delaware law and provisions in our Charter and Bylaws could make

a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of its Common Stock.

Our Charter and Bylaws contain provisions that

could depress the trading price of our Common Stock by acting to discourage, delay, or prevent a change of control of the Company or changes

in our management that our stockholders may deem advantageous.

These provisions include the following:

the right of the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

director removal solely for cause;

“blank check” preferred stock that the Board could use to implement a stockholder rights plan;

the right of the Board to issue our authorized but unissued Common Stock and preferred stock without stockholder approval;

no ability of our stockholders to call special meetings of stockholders;

no right of our stockholders to act by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

limitations on the liability of, and the provision of indemnification to, our director and officers;

the right of the board of directors to make, alter, or repeal the Bylaws;

advance notice requirements for nominations for election to the Board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Any provision of the Charter or Bylaws that

has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for

their shares of our Common Stock, and could also affect the price that some investors are willing to pay for our Common Stock.

Our Bylaws provide that the Court of Chancery of the State of

Delaware will be the exclusive forum for substantially all disputes between the Company and our stockholders, which could limit our stockholders’

ability to obtain a favorable judicial forum for disputes with the Company or our directors, officers or employees.

The Bylaws provide that the Court of Chancery

of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a

breach of fiduciary duty, any action asserting a claim against us arising pursuant to the DGCL, the Charter or Bylaws or any action asserting

a claim against us that is governed by the internal affairs doctrine.

These choice of forum provisions may limit a stockholder’s

ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees

and may discourage these types of lawsuits.

This provision would not apply to claims brought to enforce a duty or liability created by

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

The Bylaws provide further that, to

the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for resolving any

complaint asserting a cause of action arising under the Securities Act.

However, Section 22 of the Securities Act provides

that federal and state courts have concurrent jurisdiction over lawsuits brought under the Securities Act or the rules and regulations

To the extent the exclusive forum provision restricts the courts in which claims arising under the Securities Act may

be brought, there is uncertainty as to whether a court would enforce such a provision.

We note that investors cannot waive compliance

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

Furthermore, the enforceability of similar choice of forum

provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a

court could find these types of provisions to be inapplicable or unenforceable.

While the Delaware courts have determined that such choice

of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in

the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions.

If a court were to find the exclusive-forum provision contained in the Bylaws to be inapplicable or unenforceable in an action, we

may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings

to finance the operation and expansion of its business and we do not expect to declare or pay any dividends in the foreseeable future.

Moreover, the terms of any revolving credit facility into which we or any of our subsidiaries enters may restrict our ability to pay dividends,

and any additional debt we or any of our subsidiaries may incur in the future may include similar restrictions.

As a result, stockholders

must rely on sales of their Common Stock after price appreciation as the only way to realize any future gains on their investment.

We may issue additional shares of our Common Stock or other equity

securities without your approval, which would dilute your ownership interests and may depress the market price of our Common Stock.

As of March 27, 2023, we have Warrants outstanding to purchase 7,854,627

shares of our Common Stock.

We will also have the ability to initially issue an aggregate of 3,216,516 shares of our Common Stock under

the Cardio Equity Incentive Plan, of which 1,759,599 options have been granted and are currently exercisable.

We also have issued $5.0

million of YA Convertible Debentures and expect to issue an additional $6.2 million of YA Convertible Debentures in the second quarter

The YA Convertible Debentures are convertible at the option of the holder at varying rates depending on the trading price of

our Common Stock.

The maximum number of shares into which the Debentures could convert is 20,363,637 shares, if the YA Convertible Debentures

were converted at the “floor price” of $0.55 per share.

We do not expect the conversions to take place at the “floor

price” (as defined in the YA Convertible Debentures) of $0.55, although cannot guarantee that our stock price will not, in the future,

fall to a level that will result in conversions at the floor price.

Upon filing of this Annual Report on Form 10-K, the holder of the

First YA Convertible Debenture will be able, but is not required, to convert that debenture into Common Stock, which, if so converted,

will result in immediate dilution to existing stockholders.

We may issue additional shares of our Common

Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or

repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of Common

Stock or other equity securities of equal or senior rank would have the following effects:

our existing stockholders’ proportionate ownership interest in the Company will decrease;

the amount of cash available per share, including for payment of dividends (if any) in the future, may decrease;

the relative voting strength of each previously outstanding share of Common Stock may be diminished;

the market price of our shares of Common Stock may decline.

We may redeem the Public Warrants and the Sponsor Warrants prior

to their exercise at a time that is disadvantageous to you, as a warrant holder, thereby making your Public Warrants or Sponsor Warrants

We have the ability to redeem outstanding Public

Warrants and Sponsor Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant,

provided that the last reported sales price of our Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock

dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the

third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met.

Trading prices of our Common Stock have not historically exceeded the $18.00 per share redemption threshold.

If and when the Public Warrants

and Sponsor Warrants become redeemable, we may not exercise our redemption right unless there is a current registration statement in

effect with respect to the shares of Common Stock underlying the Warrants.

While we have registered the Common Stock issuable upon the

exercise of the Public Warrants and Sponsor Warrants on a registration statement on Form S-1 that was declared effective by the SEC on

January 24, 2023, it must remain current and effective by future filings.

There can be no assurance that the registration statement will

still be effective at the time that we would like to exercise our redemption rights.

In the event we have determined to redeem the

Public Warrants and the Sponsor Warrants, holders would be notified of such redemption as described in the Warrant Agreement.

Specifically,

we would be required to fix a date for the redemption (the “Redemption Date”).

Notice of redemption would be mailed by first

class mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders of the Public

Warrants and the Sponsor Warrants to be redeemed at their last addresses as they appear on the registration books.

In addition, beneficial

owners of the redeemable Public Warrants and the Sponsor Warrants will be notified of such redemption via the Company’s posting

of the redemption notice to DTC.

Redemption of the Public Warrants and the Sponsor Warrants could force you (i) to exercise your

Public Warrants and the Sponsor Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so,

(ii) to sell your Public Warrants and the Sponsor Warrants at the then-current market price when you might otherwise wish to

hold your Public Warrants and the Sponsor Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding

Public Warrants and the Sponsor Warrants are called for redemption, is likely to be substantially less than the market value of your Public

Warrants and the Sponsor Warrants.

None of the Private Placement Warrants will be redeemable.

Warrants to purchase our Common Stock recently became exercisable,

which could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

As of the Closing of the Business Combination,

there were 7,854,627 Warrants outstanding, all of which are currently exercisable.

To the extent Warrants are exercised, additional shares

of Common Stock could be issued, which will result in dilution to our then existing stockholders and increase the number of shares eligible

for resale in the public market.

Sales of substantial numbers of such shares in the public market could depress the market price of our

Common Stock.

The Warrant Agreement designates the courts of the State of New

York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions

and proceedings that may be initiated by holders of the Warrants, which could limit the ability of warrant holders to obtain a favorable

judicial forum for disputes with our Company.

The Warrant Agreement provides that, subject

to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement,

including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District

Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be

the exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and that such

courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits

brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United

States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise

acquiring any interest in Warrants shall be deemed to have notice of and to have consented to the forum provisions in the Warrant Agreement.

If any action, the subject matter of which is within the scope the forum provisions of the Warrant Agreement, is filed in a court other

than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)

in the name of any holder of Warrants, such holder shall be deemed to have consented to:

(x) the personal jurisdiction of the state

and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions

(an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action

by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit

a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us, which may discourage

such lawsuits.

Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect

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

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

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

Our management will be required to devote substantial time to

maintaining and improving its internal controls over financial reporting and the requirements of being a public company which may, among

other things, strain our resources, divert management’s attention and affect our ability to accurately report our financial results

and prevent fraud.

As a privately held company, Legacy Cardio was

not required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded

As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur

in the recent past, particularly after we are no longer an “emerging growth company” as defined under the JOBS Act.

are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules of the Nasdaq Stock Market.

The Sarbanes-Oxley

Act requires, among other things, that a company maintain effective disclosure controls and procedures (“DCP”) and internal

controls over financial reporting (“ICFR”).

Our management and other personnel have limited experience operating as a public

company, which may result in operational inefficiencies or errors, or a failure to improve or maintain effective ICFR and DCP necessary

to ensure timely and accurate reporting of operational and financial results.

Our existing management team will need to devote a substantial

amount of time to these compliance initiatives and may need to add personnel in areas such as accounting, financial reporting, investor

relations and legal in connection with operations as a public company.

Ensuring that we have adequate internal financial and accounting

controls and procedures in place is a costly and time-consuming effort that needs to be re-evaluated frequently.

Our compliance with existing

and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention.

to Sections 302 and 404 of the Sarbanes-Oxley Act (“Section 404”), we are required to furnish certain certifications

and reports by management on our ICFR, which, after we are no longer an emerging growth company and if we become an accelerated or large

accelerated filer under SEC rules, must be accompanied by an attestation report on ICFR issued by our independent registered public accounting

To achieve compliance with Section 404 within the prescribed

period, we will be required to document and evaluate our ICFR, which is both costly and challenging.

Implementing any appropriate changes

to our internal controls may require specific compliance training for our directors, officers and employees, entail substantial costs

to modify our existing accounting systems, and take a significant period of time to complete.

Such changes may not, however, be effective

in maintaining the adequacy of our ICFR, and any failure to maintain that adequacy, or consequent inability to produce accurate financial

statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business.

effective internal controls are necessary for us to produce reliable and timely financial reports and are important to help prevent fraud.

Any failure by us to file our periodic reports in a timely manner may cause investors to lose confidence in our reported financial information

and may lead to a decline in the price of our Common Stock.

In accordance with The Nasdaq Stock Market rules,

the majority of the directors of a company that has securities quoted on Nasdaq must be directors that are “independent” under

The various rules and regulations applicable to public companies make it more difficult and more expensive to maintain directors’

and officers’ liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to maintain

If we are unable to maintain adequate directors’ and officers’ insurance, our ability to recruit and retain qualified

officers and directors will be significantly curtailed.

We will need to grow the size of our organization and may experience

difficulties in managing this growth.

As our expansion plans and strategies develop,

and as it transitions into operating as part of a public company, it expects it will need additional managerial, operational, sales, marketing,

financial and other personnel.

Future growth would impose significant added responsibilities on members of management, including:

• identifying,

recruiting, compensating, integrating, maintaining and motivating additional employees;

with demands on Management related to the increased size of its business;

• assimilating

different corporate cultures and business practices;

other entities’ books and records and conforming their practices to ours;

• integrating

operating, accounting and information technology systems of other entities with ours and in maintaining uniform procedures, policies and

standards, such as internal accounting controls;

our operational, financial and management controls, reporting systems and procedures.

Our future financial performance and our ability

to expand our business will depend, in part, on our ability to effectively manage any future growth, and our management may also have

to divert a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time to

managing these growth activities.

If we are not able to effectively expand our

organization by hiring new employees and expanding our groups of consultants and contractors, we may not be able to successfully implement

the tasks necessary to further develop and commercialize our product candidates and, accordingly, may not achieve our research, development

and commercialization goals.

We are an “emerging growth company,” and we cannot

be certain that the reduced disclosure requirements applicable to “emerging growth companies” will not make our Common Stock

less attractive to investors.

We are an “emerging growth company,”

as defined under the JOBS Act and will continue to be after the Business Combination is completed.

For so long as we are an emerging growth

company, we intend to take advantage of certain exemptions from reporting requirements that are applicable to other public companies that

are not emerging growth companies, including, but not limited to, compliance with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden

parachute payments not previously approved.

We could be an emerging growth company for up

to five years from the end of our most recently completed fiscal year, although we may lose such status earlier, depending on the occurrence

of certain events, including when we have generated total annual gross revenue of at least $1.07 billion or when we are deemed to be a

“large accelerated filer” under the Exchange Act, which means that the market value of our Common Stock that is held by non-affiliates

exceeds $700 million as of December 31st of the prior year, or when we have issued more than $1.0 billion in nonconvertible debt securities

during the prior three-year period.

We cannot predict if investors will not find

our Common Stock less attractive or our company less comparable to certain other public companies because we rely on these exemptions.

If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock ,

and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies

can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards

apply to private companies.

We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards

and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth

As a “smaller reporting company” we are permitted

to provide less disclosure than larger public companies which may make our Common Stock less attractive to investors.

We are currently a “smaller reporting company,”

as defined by Rule 12b-2 of the Exchange Act.

As a smaller reporting company, we are eligible to take advantage of certain exemptions

from various reporting requirements applicable to other public companies.

Consequently, it may be more challenging for investors to analyze

our results of operations and financial prospects which may result in less investor confidence.

Investors may find our Common Stock less

attractive as a result of our smaller reporting company status.

If some investors find our Common Stock less attractive, there may be

a less active trading market for our Common Stock and our stock price may be more volatile.

There can be no assurance that

we will be able to comply with the continued listing standards of Nasdaq.

If Nasdaq delists our shares or Public Warrants

from trading on its exchange for failure to meet the listing standards, we and our securityholders

could face significant material adverse consequences including:

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• a determination that our common stock is a “penny stock,”

which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading

activity in the secondary trading market for shares of our common stock;

• a limited amount of analyst coverage;

• a decreased ability to issue additional securities or obtain

additional financing in the future.

Risks Related to Our Common Stock

The price of our Common Stock likely will be volatile like the

stocks of other early-stage companies.

The stock markets in general and the markets

for early-stage stocks have experienced extreme volatility.

The market for the Common Stock of smaller companies such as ours is characterized

by significant price volatility when compared to the shares of larger, more established companies that trade on a national securities

exchange and have large public floats, and we expect that our share price will be more volatile than the shares of such larger, more established

companies for the indefinite future.

In addition to the factors discussed in this

“Risk Factors” section, price declines in our Common Stock could also result from general market and economic conditions and

a variety of other factors, including:

• adverse actions taken by regulatory agencies with respect to our products;

• announcements of technological innovations, patents or new products by our competitors;

• regulatory developments in the United States and foreign countries;

• any lawsuit involving us or our product candidates;

• announcements concerning our competitors, or the industry in which we compete in general;

• developments concerning any strategic alliances or acquisitions we may enter into;

• actual or anticipated variations in our operating results;

• changes in recommendations by securities analysts or lack of analyst coverage;

• deviations in our operating results from the estimates of analysts;

• our inability, or the perception by investors that we will be unable, to continue to meet

all applicable requirements for continued listing of our Common Stock on the Nasdaq Capital Market, and the possible delisting of our

Common Stock;

• sales of our Common Stock by our executive officers, directors and principal stockholders

or sales of substantial amounts of Common Stock;

• loss of any of our key management personnel.

In the past, following periods of volatility

in the market price of a particular company’s securities, litigation has often been brought against that company.

Any such lawsuit

could consume resources and Management time and attention, which could adversely affect our business.

If securities or industry analysts do not publish research or

publish unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Common Stock will

depend in part on the research and reports that securities or industry analysts publish about us, our business, our market, or our competitors.

Securities and industry analysts do not currently, and may never, publish research on the company.

Because the Business Combination will

result in Cardio being acquired by a special purpose acquisition company (“SPAC”), research coverage from industry analysts

may be limited.

If no securities or industry analysts commence coverage of our company, our stock price and trading volume could be negatively

If any of the analysts who may cover the company

change their recommendation regarding our stock adversely, provide more favorable relative recommendations about our competitors or publishes

inaccurate or unfavorable research about our business, our stock price would likely decline.

If any analyst who may cover us ceases coverage

of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading

volume to decline.

Furthermore, if one or more of the analysts who

do cover us downgrade our securities stock, its price would likely decline.

If one or more of these analysts cease coverage of us, we

could lose market visibility, which in turn could cause the price of our securities to decline.

We have broad discretion in the use of our existing cash, cash

equivalents and the net proceeds from the Business Combination and may not use them effectively.

Our Management will have broad discretion in

the application of our existing cash, cash equivalents and the net proceeds from the Business Combination, and you will not have the opportunity

as part of your investment decision to assess whether such proceeds are being used appropriately.

Because of the number and variability

of factors that will determine our use of our existing cash, cash equivalents and the net proceeds from the Business Combination, their

ultimate use may vary substantially from their currently intended use.

Our Management might not apply our cash resources in ways that

ultimately increase the value of your investment.

The failure by our Management to apply these funds effectively could harm our business.

Pending their use, we may invest our cash resources in short-term, investment-grade, interest-bearing securities.

These investments may

not yield a favorable return to our stockholders.

A significant number of shares of our Common Stock are subject

to issuance upon exercise of outstanding warrants and options and conversion of Convertible Debentures, which upon such exercise or conversion,

as the case may be, may result in dilution to our security holders.

We have outstanding:

• 3,249,993 public warrants, exercisable at a price of $11.50 per share, subject to adjustment

and subject to Cardio having an effective registration on file with the SEC which allows for the exercise for cash of the Public Warrants;

• 2,500,000 warrants issued to the Sponsor, exercisable at a price of $11.50 per share, subject

to adjustment;

• 1,759,600 Exchanged Options that were issued in exchange for Legacy Cardio options with an

exercise price of $3.90 per share, subject to adjustment;

• 2,204,627 Legacy Cardio Private Placement Warrants that were issued in exchange for outstanding

Cardio warrants, with exercise prices ranging between $3.90 and $6.21 per share, subject to adjustment;

100,000 of these warrants were

exercised in March 2023.

In March 2023, we issued a Convertible Debenture in the principal

amount of $5.0 million and are obligated to issue a second Convertible Debenture in the principal amount of $6.2 million upon satisfaction

of certain conditions.

These Convertible Debentures may be converted at the option of the holder at varying prices that will depend on

the trading price of our Common Stock at the time of conversion.

The conversion price could be as low as $0.55, although given current

trading prices of our Common Stock, we would expect any conversions to be at prices well above the “Floor Price.” Nevertheless,

it is possible that conversions of the Convertible Debentures will result in substantial dilution to our securityholders.

To the extent such warrants and options are exercised

or debentures converted, additional shares of our Common Stock will be issued, which will result in dilution to the then existing holders

of our Common Stock and increase the number of shares eligible for resale in the public market.

Sales of substantial numbers of such shares

in the public market could adversely affect the market price of our Common Stock.

Exercise of our Warrants is dependent upon the trading price

of our Common Stock.

Because of the disparity between the current stock price and the respective Warrant exercise prices, the Warrants

may never be in the money and may expire worthless.

The exercise prices of our currently outstanding

Warrants range from a high of $11.50 to a low of $3.90 per share.

We believe the likelihood that warrant holders will exercise the Warrants,

and therefore, the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock, the last reported

sales price for which was $4.25 per share on March 27, 2023.

If the trading price for our Common Stock is less than the applicable exercise

price of our Warrants, we believe holders of those Warrants will be unlikely to exercise their Warrants.

There is no guarantee that the

Warrants will be in the money prior to their expiration, and, as such, the Warrants may expire worthless, and we may receive no proceeds

from the exercise of the Warrants.

We have never paid dividends on our Common Stock, and we do not

anticipate paying any cash dividends on our Common Stock in the foreseeable future.

We have never declared or paid cash dividends

on our Common Stock.

We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

We currently intend

to retain all available funds and any future earnings to fund the development and growth of our business.

As a result, capital appreciation,

if any, of our Common Stock will be our stockholders’ sole source of gain for the foreseeable future.

Sales of a substantial number of shares of our Common Stock in

the public market by our existing stockholders could cause our stock price to decline.

Sales of a substantial number of shares of our

Common Stock in the public market or the perception that these sales might occur, could depress the market price of our Common Stock

and could impair our ability to raise capital through the sale of additional equity securities.

We are unable to predict the effect that

sales may have on the prevailing market price of our Common Stock.

Our Second Amended and Restated Certificate of Incorporation

designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings

that may be initiated by the Company’s stockholders, which could limit the Company’s stockholders’ ability to obtain

a favorable judicial forum for disputes with the Company or our directors, officers and employees.

Our Second Amended and Restated Certificate of

Incorporation will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding

brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee

to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any

provision of the DGCL or our Second Amended and Restated Certificate of Incorporation or bylaws, or (iv) any action asserting a claim

against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery

in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an

indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal

jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction

of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or

(D) any action arising under the Securities Act of 1933 or the Securities Exchange Act of 1934.

This choice of forum provision may limit

a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors,

officers or other employees, which may discourage such lawsuits against the Company and its directors, officers and employees.

Alternatively,

if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified

types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could

materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and

resources of our management and board of directors.

A provision of our warrant agreement for the public

warrants may make it more difficult for us to consummate an initial business combination.

Unlike most blank check companies, if (i)

we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of

our initial business combination at a newly issued price of less than $9.20 per share;

(ii) the aggregate gross proceeds from such

issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business

combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the volume weighted average

trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate

our initial business combination (“Market Price”) is below $9.20 per share, the exercise price of the public warrants will

be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per share redemption trigger price described

above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.

This term of the warrants may make it more difficult

for us to consummate an initial business combination with a target business because the target entity owners may find such adjustment

objectionable.

We may redeem your unexpired warrants prior to

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

We have the ability to redeem outstanding public warrants

at any time after they become exercisable and prior to their expiration, if, among other things, the last reported sales price of our

common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and

the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice

of redemption to the warrant holders.

The redemption price shall

be either (i) if the holder of a warrant has followed the procedures specified in our notice of redemption and surrendered the warrant,

the number of shares of common stock as determined in accordance with the “cashless exercise” provisions of the warrant agreement

or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption, the price of $0.01 per warrant.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the

underlying securities for sale under all applicable state securities laws.

As a result, we may redeem the public warrants as set forth

above even if the holders are otherwise unable to exercise the warrants.

Redemption of the outstanding warrants could force

(1) exercise your warrants and pay the exercise price therefor (or exercise such warrants on a “cashless” basis)

at a time when it may be disadvantageous for you to do so;

(2) sell your warrants at the then-current market price when you might

otherwise wish to hold your warrants;

(3) request that we redeem your warrants

by surrendering such warrants and receiving the redemption price as if the warrants were exercised on a “cashless” basis;

or (4) accept the nominal redemption price of $0.01, which, at the time the outstanding warrants are called for redemption,

we expect would be substantially less than the market value of your warrants.

The private warrants will be subject to redemption

on the same terms as applicable to the public warrants.

Our management’s ability to require holders

of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer shares of common stock upon their exercise

of the warrants than they would have received had they been able to exercise their warrants for cash.

If we call our public warrants for redemption after

the redemption criteria described elsewhere in this report have been satisfied, our management will have the option to require any holder

that wishes to exercise his warrant (including any warrants held by our sponsor, officers or directors, other purchasers of our founders’

units, or their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise

their warrants on a cashless basis, the number of shares of common stock received by a holder upon exercise will be fewer than it would

have been had such holder exercised his warrant for cash.

This will have the effect of reducing the potential “upside” of

the holder’s investment in our company.

Our rights, warrants and founder shares may have

an adverse effect on the market price of our shares of common stock and make it more difficult to effectuate our business combination.

We have issued rights convertible into 928,571 of our

shares of common stock and warrants to purchase 3,250,000 of our shares of common stock as part of the units offered in our IPO and, simultaneously

with the closing of our IPO, an aggregate of 2,500,000 private placement warrants in a private placement.

In each case, each whole warrants

is exercisable to purchase one share of common stock at a price of $11.50 per whole share, subject to adjustment as provided herein.

addition, our sponsor and other initial directors hold an aggregate of 1,625,000 founder shares in a private placement.

In addition, if

our sponsor makes any working capital loans, up to $2,400,000 of such loans may be converted into warrants, at the price of $1.00 per

warrant at the option of the lender.

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

for the issuance of a substantial number of additional shares upon exercise of these warrants or conversion rights could make us a less

attractive acquisition vehicle to a target business.

Any such issuance will increase the number of issued and outstanding shares and reduce

the value of the shares of common stock issued to complete the business transaction.

Therefore, our rights, warrants and founder shares

may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

Additionally, the

issuance, or even the possibility of issuance, of the shares underlying the warrants could have an adverse effect on the market price

for our securities or on our ability to obtain future financing.

If and to the extent these warrants are exercised, you may experience

dilution to your holdings.

Nasdaq may delist our securities from trading on

its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions

or reduce protections under Nasdaq rules available to them.

Our securities, including our common stock, rights and

warrants, are listed on the Nasdaq Global Market.

We cannot guarantee that our securities will be approved for listing on Nasdaq for any

particular period of time.

Although after giving effect to our IPO we met, on a pro forma basis, the minimum listing standards set forth

in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future

or prior to our business combination.

In order to continue listing our securities on Nasdaq prior to our business combination, we must

maintain certain financial, distribution and stock price levels.

Additionally, following closing of our business combination, we will

be required to demonstrate compliance with Nasdaq’s listing requirements on a post-closing basis, which are more rigorous than Nasdaq’s

continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.

We cannot assure you that we

will be able to meet those listing requirements at that time.

If Nasdaq delists our securities from trading on its

exchange, we could face significant material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity with respect to our securities;

determination that our shares of common stock are “penny stock” which will require brokers trading in our shares of common

stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for

our shares of common stock;

limited amount of media and analyst coverage of our company;

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

The National Securities Markets

Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities,

which are referred to as “covered securities.” Because we expect that our units and eventually our shares of common stock,

warrants, and rights will be listed on the Nasdaq Global Market, our units, shares of common stock, warrants, and rights will be covered

Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states

to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate

or bar the sale of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or

restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view

blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank

check companies in their states.

Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and

we would be subject to regulation in each state in which we offer our securities.

General Risks

Compliance obligations under the Sarbanes-Oxley

Act may make it more difficult for us to effectuate our business combination, require substantial financial and management resources,

and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that

we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31,

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply with the independent

registered public accounting firm attestation requirement on our internal control over financial reporting.

Further, for as long as we

remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation

requirement on our internal control over financial reporting.

If we fail to maintain

the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation.

Any inability to provide reliable financial reports could harm our business.

Section 404 of the Sarbanes-Oxley Act also requires that

our independent registered public accounting firm report on management’s evaluation of our system of internal controls.

company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development

of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary

to complete any such acquisition.

Furthermore, any failure to implement required new or improved controls, or difficulties encountered

in the implementation of adequate controls over our financial processes and reporting in the future, could harm our operating results

or cause us to fail to meet our reporting obligations.

Inferior internal controls could also cause investors to lose confidence in our

reported financial information, which could have a negative effect on the trading price of our shares of common stock.

We are an emerging growth company within the meaning

of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies,

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

We are an “emerging growth company” within

the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being

required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

our stockholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to

five years, although circumstances could cause us to lose that status earlier, including if the market value of our shares of common stock

held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth

company as of the following December 31.

We cannot predict whether investors will find our securities less attractive because we will

rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading

prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the

trading prices of our securities may be more volatile.

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 an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which means that when

a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,

can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our

financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has

opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards

Additionally, we are a “smaller reporting

company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure

obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting

company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250

million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed

fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year’s second

fiscal quarter.

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements

with other public companies difficult or impossible.

Changes in laws or regulations, or a failure to

comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and

local governments.

In particular, we will be required to comply with certain SEC and other legal requirements.

Compliance with, and monitoring

of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and

application may also change from time to time and those changes could have a material adverse effect on our business, investments and

results of operations.

In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a

material adverse effect on our business and results of operations.

We may be subject to cybersecurity risks

following consummation of a business combination.

Any entity we may seek to acquire may rely on information

technology systems, including third-party hosted servers and cloud-based servers, to keep business, financial, and corporate records,

communicate internally and externally, and operate other critical functions.

If any of those internal systems or the systems of its third-party

providers are compromised due to cyber incidents, then sensitive documents could be exposed or deleted, and the company’s ability

to conduct business could be impaired.

Cyber incidents can result from deliberate attacks or unintentional events.

These incidents can

include, but are not limited to, unauthorized access to systems, computer viruses or other malicious code, denial of service attacks,

malware, ransomware, phishing, SQL injection attacks, human error, or other events that result in security breaches or give rise to the

manipulation or loss of sensitive information or assets.

Cyber incidents can be caused by various persons or groups, including disgruntled

employees and vendors, activists, organized crime groups, and state-sponsored and individual hackers.

Cyber incidents can also be caused

or aggravated by natural events, such as earthquakes, floods, fires, power loss, and telecommunications failures.

In addition to operational

and business consequences, if a target business’ cybersecurity is breached, it could be held liable to its customers or other parties

in regulatory or other actions, and it may be exposed to reputation damages and loss of trust and business.

This could result in costly

investigations and litigation, civil or criminal penalties, fines, and negative publicity.

Any of the foregoing could have a material

adverse effect on the operations and profitability of a target business we seek to acquire.

There may be tax consequences to our business

combinations that may adversely affect us.

While we expect to undertake any merger or acquisition

with a target business so as to minimize taxes both to the acquired target business and us, such business combination might not meet the

statutory requirements of a tax-free reorganization, or the parties might not obtain the intended tax-free treatment upon a transfer of

shares or assets.

A non-qualifying reorganization could result in the imposition of substantial taxes.

Tax reform legislation enacted in the U.S.

in 2017 could adversely affect our business and financial condition following a business combination.

On December 22, 2017, the Tax Cuts and Jobs Act

of 2017 (the “Tax Act”) was signed into law, making significant changes to the Internal Revenue Code of 1986, as amended.

Changes under the Tax Act include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning

after December 31, 2017, a mandatory deemed repatriation of previously untaxed cumulative foreign earnings (generally applicable to 10%

stockholders of a “controlled foreign corporation” or “CFC” and taxed at reduced rates), a limitation of

the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), a limitation of the deduction

for net operating losses to 80% of current year taxable income and the elimination of net operating loss carrybacks the transition to

a “participation exemption system” for the taxation of earnings of foreign corporations, where a U.S.

C corporation can generally

deduct 100% of dividends received from the foreign source of income of a 10% owned foreign corporation, immediate deductions for certain

new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits.

The overall impact of the Tax Act is uncertain, and it could make completing a business combination with us less appealing than with companies

in other countries.

In addition, it is uncertain if and to what extent various states will conform to the Tax Act and what effect any

legal challenges will have on the Tax Act, including litigation in the U.S.

and international challenges brought by organizations such

as the World Trade Organization.

The impact of the Tax Act on holders of our securities is also uncertain and could be adverse.

should consult with their legal and tax advisors with respect to the Tax Act and the potential tax consequences of investing in or holding

our securities.

We cannot predict how tax

reform legislation will affect us, our initial business combination, or our investors.

Legislative or other actions

relating to taxes could have a negative effect on us, our investors, or our initial business combination.

The rules dealing with U.S.

federal income taxation are constantly under review by legislators and by the Internal Revenue Service and the U.S.

Treasury Department.

We cannot predict with certainty how any changes in the tax laws might affect us, our investors, or our initial business combination.

New legislation and any U.S.

Treasury regulations, administrative interpretations or court decisions interpreting such legislation could

significantly and negatively affect the U.S.

federal income tax consequences to us and our investors or could have other adverse consequences,

including changes in tax rates that could impact our effective tax rate.

Investors are urged to consult with their tax advisors regarding

tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.

There are no authorities addressing the proper

allocation of tax basis to the components of a unit, and therefore, investors may not appropriately allocate such basis for U.S.

income tax purposes.

No statutory, administrative or judicial authority directly

addresses the treatment of a unit or instruments similar to a unit for U.S.

federal income tax purposes and, therefore, that treatment

is not entirely clear.

We intend to treat the acquisition of a unit, for U.S.

federal income tax purposes, as the acquisition of one share

of our common stock, one half of one warrant and one right to receive one-seventh (1/7) of a share of our common stock upon the consummation

of an initial business combination, and, by purchasing a unit, you agree to adopt such treatment for U.S.

federal income tax purposes.

federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit between

the one share of our common stock, one half of one warrant and one right to receive one-seventh (1/7) of a share of our common stock upon

the consummation of an initial business combination based on the relative fair market value of each at the time of issuance.

allocated should be the stockholder’s tax basis in such share or right, as the case may be.

Any disposition of a unit should be

treated for U.S.

federal income tax purposes as a disposition of the share of our share of our common stock, one half of one warrant and

one right to receive one-seventh (1/7) of a share of our common stock upon the consummation of an initial business combination comprising

the unit, and the amount realized on the disposition should be allocated between the common stock and the right based on their respective

relative fair market values at the time of disposition.

The foregoing treatment of the unit and a holder’s purchase price allocation

are not binding on the Internal Revenue Service, or “IRS”, or the courts.

The IRS or the courts may not agree with such characterization

and investors could suffer adverse U.S.

federal income tax consequences as a result.

Accordingly, we urge each prospective investor to

consult its own tax advisors regarding the tax consequences of an investment in a unit (including alternative characterizations of a unit).

Our amended and restated certificate of incorporation designates the

Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated

by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with our company

or our company’s directors, officers or other employees.

Our amended and restated certificate of incorporation

requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers,

other employees or stockholders for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in

the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service

of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines

that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent

to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive

jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter

jurisdiction.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have

notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

This choice of forum provision

may limit or make more costly a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes

with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.

Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation

to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions,

which could harm our business, operating results and financial condition.

Our amended and restated certificate of incorporation

will provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability

created by the Exchange Act or the rules and regulations thereunder.

As a result, the exclusive forum provision will not apply to suits

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

In addition, our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of

an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law,

be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules

and regulations promulgated thereunder.

We note, however, that there is uncertainty as to whether a court would enforce this provision

and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability

created by the Securities Act or the rules and regulations thereunder.

Risks Associated with Acquiring and Operating

a Business Outside of the United States

We may pursue a target company with operations or opportunities

outside of the United States for our initial business combination.

Accordingly, we may face additional burdens in connection with investigating,

agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject

to a variety of additional risks that may negatively impact our operations.

We may pursue a target a company with operations

or opportunities outside of the United States for our initial business combination, and therefore may be subject to risks associated with

cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination,

conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies

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

If we effect our initial business combination with

such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting,

including any of the following:

and difficulties inherent in managing cross-border business operations;

and regulations regarding currency redemption;

corporate withholding taxes on individuals;

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

listing and/or delisting requirements;

and trade barriers;

• regulations

related to customs and import/export matters;

or regional economic policies and market conditions;

changes in regulatory requirements;

payment cycles;

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

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

• underdeveloped

or unpredictable legal or regulatory systems;

• corruption;

of intellectual property;

unrest, crime, strikes, riots and civil disturbances;

changes and political upheaval;

attacks and wars;

• deterioration

of political relations with the United States.

We may not be able to adequately address these

additional risks.

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

combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

After our initial business combination, substantially

all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such

Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and

legal policies, developments and conditions in the country in which we operate.

The economic, political and social conditions,

as well as government policies, of the country in which our operations are located could affect our business.

Economic growth could be

uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.

If in the future

such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in

certain industries.

A decrease in demand for spending in certain industries could materially and adversely affect our ability to find

an attractive target business with which to consummate our initial business combination and if we effect our initial business combination,

the ability of that target business to become profitable.

After our business combination, it is possible

that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United

therefore investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after our business combination,

a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the

United States.

As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal

rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated

upon civil liabilities and criminal penalties on our directors and officers under United States laws.

In particular, investors should

be aware that there is uncertainty as to whether the courts of other applicable jurisdictions would recognize and enforce judgments of

courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of

the United States or any state in the United States or entertain original actions brought in another jurisdiction’s courts against

us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

If our management following our business combination

is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could

lead to various regulatory issues.

Following our business combination, any or all of our

management could resign from their positions as officers of the Company, and the management of the target business at the time of the

business combination will remain in place.

Management of the target business may not be familiar with United States securities laws.

new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such

This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

If we effect a business combination with a company

located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and we may

not be able to enforce our legal rights.

If we effect a business combination with a company

located outside of the United States, the laws of the country in which such company operates will govern almost all of the material agreements

relating to its operations.

We cannot assure you that the target business will be able to enforce any of its material agreements or that

remedies will be available in this new jurisdiction.

The system of laws and the enforcement of existing laws in such jurisdiction may

not be as certain in implementation and interpretation as in the United States.

The inability to enforce or obtain a remedy under any

of our future agreements could result in a significant loss of business, business opportunities or capital.

Additionally, if we acquire

a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United

States and some of our officers and directors might reside outside of the United States.

As a result, it may not be possible for investors

in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments

of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities

Because of the costs and difficulties inherent

in managing cross-border business operations after we acquire it, our results of operations may be negatively impacted following a business

Managing a business, operations, personnel or assets

in another country is challenging and costly.

Management of the target business that we may hire (whether based abroad or in the U.S.)

may be inexperienced in cross-border business practices and unaware of significant differences in accounting rules, legal regimes and

labor practices.

Even with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-border business

operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact our

financial and operational performance.

Many countries, and especially those in emerging

markets, have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption

and inexperience, which may adversely impact our results of operations and financial condition.

Our ability to seek and enforce legal protections,

including with respect to intellectual property and other property rights, or to defend ourselves with regard to legal actions taken against

us in a given country, may be difficult or impossible, which could adversely impact our operations, assets or financial condition.

and regulations in many countries, including some of the emerging markets within the regions we will initially focus, are often ambiguous

or open to differing interpretation by responsible individuals and agencies at the municipal, state, regional and federal levels.

attitudes and actions of such individuals and agencies are often difficult to predict and inconsistent.

Delay with respect to the enforcement

of particular rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious disruption

to operations abroad and negatively impact our results.

After our business combination, substantially all

of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country.

Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies,

developments and conditions in the country in which we operate.

The economic, political and social conditions, as well

as government policies, of the country in which our operations are located could affect our business.

The economies in developing markets

we will initially focus on differ from the economies of most developed countries in many respects.

Such economic growth has been uneven,

both geographically and among various sectors of the economy and such growth may not be sustained in the future.

If in the future such

country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain

A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive

target business with which to consummate our business combination and if we effect our business combination, the ability of that target

business to become profitable.

Exchange rate fluctuations and currency policies

may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S.

target, all revenues

and income would likely be received in a foreign currency, the dollar equivalent of our net assets and distributions, if any, could be

adversely affected by reductions in the value of the local currency.

The value of the currencies in our target regions fluctuate and are

affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such currency against

our reporting currency may affect the attractiveness of any target business or, following consummation of our business combination, our

financial condition and results of operations.

Additionally, if a currency appreciates in value against the dollar prior to the consummation

of our business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we

are able to consummate such transaction.

Because our business objective includes the possibility

of acquiring one or more operating businesses with primary operations in emerging markets we will focus on, changes in the exchange rate

between the U.S.

dollar and the currency of any relevant jurisdiction may affect our ability to achieve such objective.

For instance,

the exchange rates between the Turkish lira or the Indian rupee and the U.S.

dollar has changed substantially in the last two decades

and may fluctuate substantially in the future.

dollar declines in value against the relevant currency, any business combination

will be more expensive and therefore more difficult to complete.

Furthermore, we may incur costs in connection with conversions between

dollars and the relevant currency, which may make it more difficult to consummate a business combination.

Because foreign law could govern almost all of

our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere, which could result in a significant

loss of business, business opportunities or capital.

Foreign law could govern almost all of our material

The target business may not be able to enforce any of its material agreements or that remedies will be available outside of

such foreign jurisdiction’s legal system.

The system of laws and the enforcement of existing laws and contracts in such jurisdiction

may not be as certain in implementation and interpretation as in the United States.

Judiciaries in such jurisdiction may also be relatively

inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any

As a result, the inability to enforce or obtain a remedy under any of our future agreements could result in a significant

loss of business and business opportunities.

We may be exposed to liabilities under the

Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse

effect on our business.

We are subject to the Foreign Corrupt Practice

Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political

parties by U.S.

persons and issuers as defined by the statute for the purpose of obtaining or retaining business.

We will have operations,

agreements with third parties and may make sales overseas, which may experience corruption.

Activities overseas may create the risk of

unauthorized payments or offers of payments by one of the employees, consultants, or sales agents of our Company, because these parties

are not always subject to our control.

It will be our policy to implement safeguards to discourage these practices by our employees.

our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, or sales agents

of our Company may engage in conduct for which we might be held responsible.

Violations of the FCPA may result in severe criminal or civil

sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.

In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which

we invest or that we acquire.

Corporate governance standards in foreign countries

may not be as strict or developed as in the United States and such weakness may hide issues and operational practices that are detrimental

to a target business.

General corporate governance standards in some countries

are weak in that they do not prevent business practices that cause unfavorable related party transactions, over-leveraging, improper accounting,

family company interconnectivity and poor management.

Local laws often do not go far to prevent improper business practices.

stockholders may not be treated impartially and equally as a result of poor management practices, asset shifting, conglomerate structures

that result in preferential treatment to some parts of the overall company, and cronyism.

The lack of transparency and ambiguity in the

regulatory process also may result in inadequate credit evaluation and weakness that may precipitate or encourage financial crisis.

our evaluation of a business combination we will have to evaluate the corporate governance of a target and the business environment, and

in accordance with United States laws for reporting companies take steps to implement practices that will cause compliance with all applicable

rules and accounting practices.

Notwithstanding these intended efforts, there may be endemic practices and local laws that could add risk

to an investment we ultimately make and that result in an adverse effect on our operations and financial results.

Companies in foreign countries may be subject to accounting,

auditing, regulatory and financial standards and requirements that differ, in some cases significantly, from those applicable to public

companies in the United States, which may make it more difficult or complex to consummate a business combination.

In particular, the assets

and profits appearing on the financial statements of a foreign company may not reflect its financial position or results of operations

in the way they would be reflected had such financial statements been prepared in accordance with U.S.

GAAP and there may be substantially

less publicly available information about companies in certain jurisdictions than there is about comparable United States companies.

foreign companies may not be subject to the same degree of regulation as are United States companies with respect to such matters as insider

trading rules, tender offer regulation, stockholder proxy requirements and the timely disclosure of information.

Legal principles relating to corporate affairs and

the validity of corporate procedures, directors’ fiduciary duties and liabilities and stockholders’ rights for foreign corporations

may differ from those that may apply in the U.S., which may make the consummation of a business combination with a foreign company more

We therefore may have more difficulty in achieving our business objective.

Because a foreign judiciary may determine the scope

and enforcement of almost all of our target business’ material agreements under the law of such foreign jurisdiction, we may be

unable to enforce our rights inside and outside of such jurisdiction.

The law of a foreign jurisdiction, may govern almost

all of our target business’ material agreements, some of which may be with governmental agencies in such jurisdiction.

assure you that the target business or businesses will be able to enforce any of their material agreements or that remedies will be available

outside of such jurisdiction.

The inability to enforce or obtain a remedy under any of our future agreements may have a material adverse

impact on our future operations.

A slowdown in economic growth in the markets that

our business target operates in may adversely affect our business, financial condition, results of operations, the value of its equity

shares and the trading price of our shares following our business combination.

Following the business combination, our results of

operations and financial condition may be dependent on, and may be adversely affected by, conditions in financial markets in the global

economy, and, particularly in the markets where the business operates.

The specific economy could be adversely affected by various factors

such as political or regulatory action, including adverse changes in liberalization policies, business corruption, social disturbances,

terrorist attacks and other acts of violence or war, natural calamities, interest rates, inflation, commodity and energy prices and various

other factors which may adversely affect our business, financial condition, results of operations, value of our equity shares and the

trading price of our shares following the business combination.

Regional hostilities, terrorist attacks, communal

disturbances, civil unrest and other acts of violence or war may result in a loss of investor confidence and a decline in the value of

our equity shares and trading price of our shares following our business combination.

Terrorist attacks, civil unrest and other acts of violence

or war may negatively affect the markets in which we may operates our business following our business combination and also adversely affect

the worldwide financial markets.

In addition, the countries we will focus on, have from time to time experienced instances of civil unrest

and hostilities among or between neighboring countries.

Any such hostilities and tensions may result in investor concern about stability

in the region, which may adversely affect the value of our equity shares and the trading price of our shares following our business combination.

Events of this nature in the future, as well as social and civil unrest, could influence the economy in which our business target operates,

and could have an adverse effect on our business, including the value of equity shares and the trading price of our shares following our

business combination.

The occurrence of natural disasters may adversely

affect our business, financial condition and results of operations following our business combination.

The occurrence of natural disasters, including hurricanes,

floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect our business, financial condition or results of operations

following our business combination.

The potential impact of a natural disaster on our results of operations and financial position is

speculative, and would depend on numerous factors.

The extent and severity of these natural disasters determines their effect on a given

Although the long term effect of diseases such as the H5N1 “avian flu,” or H1N1, the swine flu, cannot currently

be predicted, previous occurrences of avian flu and swine flu had an adverse effect on the economies of those countries in which they

were most prevalent.

An outbreak of a communicable disease in our market could adversely affect our business, financial condition and

results of operations following our business combination.

We cannot assure you that natural disasters will not occur in the future or

that its business, financial condition and results of operations will not be adversely affected.

Any downgrade of credit ratings of the country

in which the company we acquire does business may adversely affect our ability to raise debt financing following our business combination.

No assurance can be given that any rating organization

will not downgrade the credit ratings of the sovereign foreign currency long-term debt of the country in which our business target operates,

which reflect an assessment of the overall financial capacity of the government of such country to pay its obligations and its ability

to meet its financial commitments as they become due.

Any downgrade could cause interest rates and borrowing costs to rise, which may

negatively impact both the perception of credit risk associated with our future variable rate debt and our ability to access the debt

markets on favorable terms in the future.

This could have an adverse effect on our financial condition following our business combination.

Returns on investment in foreign companies may

be decreased by withholding and other taxes.

Our investments will incur tax risk unique to investment

in developing economies.

Income that might otherwise not be subject to withholding of local income tax under normal international conventions

may be subject to withholding of income tax in a developing economy.

Additionally, proof of payment of withholding taxes may be required

as part of the remittance procedure.

Any withholding taxes paid by us on income from our investments in such country may or may not be

creditable on our income tax returns.

We intend to seek to minimize any withholding tax or local tax otherwise imposed.

However, there

is no assurance that the foreign tax authorities will recognize application of such treaties to achieve a minimization of such tax.

may also elect to create foreign subsidiaries to effect the business combinations to attempt to limit the potential tax consequences of

a business combination.

Unresolved Staff Comments

if a court were to find these provisions of the Second Amended and Restated Certificate of Incorporation inapplicable to, or unenforceable

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

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

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

This provision would not apply to any action

brought to enforce a duty or liability created by the Exchange Act and inclusive of rules and regulations thereunder.

Section 22 of the

Securities Act establishes concurrent jurisdiction for federal and state courts over Securities Act claims.

Accordingly, both state and

federal courts have jurisdiction to hear such claims.

Any person or entity purchasing or otherwise

acquiring or holding or owning (or continuing to hold or own) any interest in any of the Company’s securities shall be deemed to

have notice of and consented to the foregoing bylaw provisions.

Although we believe these exclusive forum provisions benefit the Company

by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each

applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for

disputes with the Company or the Company’s current or former directors, officers, stockholders or other employees, which may discourage

such lawsuits against the Company and its current and former directors, officers, stockholders and other employees.

In addition, a stockholder

that is unable to bring a claim in the judicial forum of its choosing may be required to incur additional costs in the pursuit of actions

which are subject to the exclusive forum provisions described above.

The Company’s stockholders will not be deemed to have waived

its compliance with the federal securities laws and the rules and regulations thereunder as a result of the Company’s exclusive

forum provisions.

Further, the enforceability of similar exclusive

forum provisions in other companies’ organizational documents has been challenged in legal proceedings and it is possible that a

court of law could rule that these types of provisions are inapplicable or unenforceable if they are challenged in a proceeding or otherwise.

If a court were to find either exclusive forum provision contained in the Company’s bylaws to be inapplicable or unenforceable in

an action, the Company may incur significant additional costs associated with resolving such action in other jurisdictions, all of which

could harm the Company’s results of operations.

The Company’s anti-takeover provisions could prevent or

delay a change in control of the company, even if such change in control would be beneficial to its stockholders.

Provisions of the Company’s Second Amended

and Restated Certificate of Incorporation and Bylaws, as well as provisions of Delaware law could discourage, delay or prevent a merger,

acquisition or other change in control of the Company, even if such change in control would be beneficial to its stockholders.

These provisions

• the authority to issue “blank check” preferred stock that could be issued by

the Board of Directors to increase the number of outstanding shares and thwart a takeover attempt;

• prohibiting the use of cumulative voting for the election of directors;

• requiring all stockholder actions to be taken at a meeting of its stockholders;

• advance notice requirements for nominations for election to the Board of Directors or for

proposing matters that can be acted upon by stockholders at stockholder meetings.

These provisions could also discourage proxy

contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause the Company to take other

corporate actions you desire.

In addition, because the Board of Directors is responsible for appointing the members of our management

team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

In addition, the Delaware General Corporation

Law (the “DGCL”), to which the post-combination Company is subject, prohibits it, except under specified circumstances, from

engaging in any mergers, significant sales of stock or assets or business combinations with any stockholder or group of stockholders who

owns at least 15% of its Common Stock.

We may acquire other companies or technologies, which could divert

our management’s attention, result in dilution to our stockholders and otherwise disrupt our operations and adversely affect our

operating results.

We may in the future seek to acquire

or invest in businesses, applications and services or technologies that we believe could complement or expand our services, enhance our

technical capabilities or otherwise offer growth opportunities.

The pursuit of potential acquisitions may divert the attention of management

and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.

In addition, we do not have any

experience in acquiring other businesses.

If we acquire additional businesses, we may not be able to integrate the acquired personnel,

operations and technologies successfully, or effectively manage the combined business following the acquisition.

We also may not achieve

the anticipated benefits from the acquired business due to a number of factors, including:

• inability to integrate or benefit from acquired technologies or services in a profitable

• unanticipated costs or liabilities associated with the acquisition;

• difficulty integrating the accounting systems, operations, and personnel of the acquired

• difficulties and additional expenses associated with supporting legacy products and hosting

infrastructure of the acquired business;

• difficulty converting the customers of the acquired business onto the Platform and contract

terms, including disparities in the revenue, licensing, support, or professional services model of the acquired company;

• diversion of management’s attention from other business concerns;

• adverse effects to our existing business relationships with business partners and customers

as a result of the acquisition;

• the potential loss of key employees;

• use of resources that are needed in other parts of our business;

• use of substantial portions of our available cash to consummate the acquisition.

In addition, a significant portion

of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed

for impairment at least annually.

In the future, if our acquisitions do not yield expected returns, we may be required to take charges

to our operating results based on this impairment assessment process, which could adversely affect our results of operations.

Acquisitions could also result

in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results.

if an acquired business fails to meet our expectations, our operating results, business and financial position may suffer.

Financial reporting obligations of being a public company in

the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.

As a publicly traded company,

we will incur significant additional legal, accounting and other expenses that we did not incur as a privately company.

The obligations

of being a public company in the United States require significant expenditures and will place significant demands on our management and

other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations

regarding corporate governance practices, including those under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) the Dodd-Frank

Wall Street Reform and Consumer Protection Act, and the listing requirements of the stock exchange on which our securities are listed.

These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control

over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement,

monitor and maintain compliance with.

Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements, rules,

and regulations will make some activities more time-consuming and costly, particularly after we are no longer an “emerging growth

company.” In addition, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director

and officer liability insurance.

Our management and other personnel will need to devote a substantial amount of time to ensure that we

comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming

subject to litigation or being delisted, among other potential problems.

If we fail to comply with the rules under Sarbanes-Oxley related

to accounting controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control

and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.

Section 404 of Sarbanes-Oxley

requires annual management assessments of the effectiveness of our internal control over financial reporting.

If we fail to comply with

the rules under Sarbanes-Oxley related to disclosure controls and procedures in the future, or, if we discover material weaknesses and

other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital

could be more difficult.

If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain

the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal

controls over financial reporting in accordance with Section 404 of Sarbanes-Oxley.

Moreover, effective internal controls are necessary

for us to produce reliable financial reports and are important to helping prevent financial fraud.

If we cannot provide reliable financial

reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial

information, and the trading price of our Common Stock could drop significantly.

incurred and will continue to incur additional costs to remediate material weaknesses in our internal control over financial reporting,

as described in Item 9A.

“Controls and Procedures.” The additional reporting and other obligations imposed by these rules

and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities.

These increased costs will require us to divert a significant amount of money that could otherwise be used to expand the business and

achieve strategic objectives.

Staff Comments

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors