What changed in this filing

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Item 1. Business

2023-03-28 compared with 2022-03-29 · 319 added, 269 removed, 734 unchanged (44% of the section changed)

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more businesses, which we refer to throughout this report as our initial business combination.

While we may pursue an initial business

combination target in any stage of our corporate evolution or in any industry or sector, we are focusing our search on identifying businesses

in the real estate industry, including construction, homebuilding, real estate owners and operators, arrangers of financing, insurance,

and other services for real estate, and adjacent businesses and technologies targeting the real estate space, which we may refer to as

“Proptech” businesses.

We define Proptech businesses broadly as those applying innovative digital technologies and technology-enhanced

services and solutions to the identification, design, development, construction, operation, underwriting, acquisition, leasing, financing,

management and disposition of real estate properties.

Leveraging our sponsor’s management team and directors’ deep and global

real estate expertise and extensive network of relationships, we intend to identify innovative companies that have the potential to disrupt

different aspects of the real estate industry or related industries and to transform how stakeholders relate to real estate in the future.

These stakeholders include brokers, investors, lenders, operators, municipalities, service providers, owners, residents and tenants.

Our sponsor and management team have a proven track record in identifying opportunities in the real estate industry that have generated

attractive risk-adjusted returns.

Public Offering

February 7, 2022, we consummated our initial public offering of an aggregate of 13,225,000 units, including full exercise of the underwriters’

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a price of $10.00 per private placement unit, generating gross proceeds of approximately $7.54 million.

the closing of the Initial Public Offering on February 7, 2022, an amount of $139,790,000 from the net proceeds of the sale of the

Units in the Initial Public Offering and the Private Placement was placed in the Trust Account.

This resulted in an overfunding of the

Trust Account of $4,895,000.

the closing of the Initial Public Offering on February 7, 2022, an amount of $139,790,000 from the net proceeds of the sale of the Units

in the Initial Public Offering and the Private Placement was placed in the Trust Account.

This resulted in an overfunding of the Trust

Account of $4,895,000.

As such, subsequent to the initial funding of the Trust Account, $2,000,000 was transferred to the Company’s

operating cash account and $2,895,000 was used to pay offering costs.

Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our taxes (less up to

$100,000 interest to pay dissolution expenses), the funds held in the Trust Account will not be released from the Trust Account until

the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in

connection with a stockholder vote to amend our certificate of incorporation (A) to modify the substance or timing of our obligation

to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem

100% of our public shares if we do not complete our initial business combination within 12 months from the consummation of our initial

public offering or up to 18 months if we extend the period of time to consummate a business combination, at our election by two separate

three month extensions, subject to satisfaction of certain conditions, including the deposit of up to $1,322,500 for each three month

extension, into the Trust Account, or as extended by our stockholders in accordance with our Certificate of Incorporation) or (ii) with

respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption

of our public shares if we are unable to complete our initial business combination within 12 months from the consummation of our initial

public offering or up to 18 months if we extend the period of time to consummate a business combination, at our election by two separate

three month extensions, subject to satisfaction of certain conditions, including the deposit of up to $1,322,500 for each three month

extension, into the Trust Account, or as extended by our stockholders in accordance with our Certificate of Incorporation), subject to

applicable law.

Except with respect to interest earned on the funds held in the

Trust Account that may be released to us to pay our taxes (less up to $100,000 interest to pay dissolution expenses), the funds held

in the Trust Account will not be released from the Trust Account until the earliest of (a) the completion of our initial business combination,

(b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation

(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain

amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination

within 12 months from the consummation of our initial public offering or up to February 7, 2024 if we extend the period of time to consummate

a business combination, at our election by separate one month extensions, subject to satisfaction of certain conditions, including the

deposit of approximately $77,000 for each one month extension, into the Trust Account or (ii) with respect to any other provision relating

to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of our public shares if we are unable

to complete our initial business combination within 12 months from the consummation of our initial public offering or up to February

7, 2024 if we extend the period of time to consummate a business combination, at our election by separate one month extensions, subject

to satisfaction of certain conditions, including the deposit of approximately $77,000 for each one month extension, into the Trust Account,

subject to applicable law.

Agreement with Conduit Pharmaceuticals Limited

following description of the Merger Agreement and related agreements does not purport to describe all of the terms thereof and is qualified

in its entirety by reference to the complete text of the Merger Agreement and related agreements.

Our stockholders and other interested

parties are urged to read such agreements in their entirety.

November 8, 2022, we entered into an agreement and plan of merger (together with an amendment entered into on January 27, 2023, the “Merger

Agreement”) with Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (“Conduit”) and Conduit Merger

Sub, Inc., a Cayman Islands exempted company and our wholly owned subsidiary.

If the Merger Agreement is approved by our stockholders

and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into Conduit, with Conduit surviving

the merger as our wholly owned subsidiary (the “Merger”).

Upon the closing of the Merger, it is anticipated that we will

change our name to “Conduit Pharmaceuticals Inc.” Our board of directors has (i) approved and declared advisable the Merger

Agreement, the related ancillary agreements thereto and the transactions contemplated thereby and (ii) resolved to recommend approval

of the Merger Agreement and related transactions by our stockholders.

to the Merger Agreement, the outstanding ordinary shares (including the shares issued upon conversion of all outstanding convertible

debt, which conversion shall have occurred prior to the consummation of the Merger Agreement) of Conduit will be converted into an aggregate

of 65,000,000 shares of our newly issued common stock, with each such outstanding Conduit ordinary share (including the ordinary shares

issued upon conversion of all outstanding convertible debt, which conversion shall have occurred prior to the consummation of the Merger

Agreement) converted into newly issued shares of our common stock on a pro rata basis.

connection with the transactions contemplated by the Merger Agreement, we entered into a subscription agreement (the “Subscription

Agreement”) with an investor.

Pursuant to the Subscription Agreement, the investor has agreed to purchase $27 million (the “Private

Placement”) units of our securities, with each unit consisting of (i) one share of common stock and (ii) one warrant to purchase

one share of common stock, for a purchase price of $10.00 per unit.

The Subscription Agreement contains registration rights, pursuant

to which within 15 business days after the closing, we will use reasonable best efforts to file with the U.S.

Securities and Exchange

Commission (the “SEC”) a registration statement registering the resale of the shares of common stock included in the units

and issued and issuable upon exercise of the warrants.

The closing of the Private Placement is conditioned on, among other things, the

closing of the Conduit Business Combination.

2023 Extension

we were required to complete our initial business combination transaction by 12 months from the consummation of our initial public

offering or up to 18 months if we extended the period of time to consummate a business combination in accordance with our

Certificate of Incorporation (“Business Combination Period”).

On January 26, 2023, at a special meeting of our stockholders, our stockholders approved a proposal

to amend our certificate of incorporation to allow us to extend, at our election, the date by which we have to consummate a business

combination up to 12 times, each such extension for an additional one month period, from February 7, 2023, to February 7, 2024.

stockholders also approved a related proposal to amend the trust agreement allowing us to deposit into the Trust Account, for each

one-month extension, one-third of 1% of the funds remaining in the Trust Account following the redemptions made in connection with

the approval of the extension proposal at the special meeting.

At the special meeting our stockholders also approved a proposal to

amend our certificate of incorporation to expand the methods that we may employ to not become subject to the “penny

stock” rules of the SEC.

connection with such proposals, our public stockholders had the right to redeem their shares for cash equal to their pro rata share of

the aggregate amount on deposit in the Trust Account as of two days prior to such stockholder vote.

Our public stockholders holding 11,037,272

shares of Class A common stock (out of a total of 13,979,000 shares of Class A common stock) exercised their right to redeem such shares

at a redemption price of approximately $10.33 per share.

Approximately $114 million in cash was removed from the Trust Account to pay

such stockholders and, accordingly, after giving effect to such redemptions, the balance in the Trust Account was approximately $23 million.

a result of the approval of such proposals, we agreed to deposit into the trust account one-third of 1% of the funds then on deposit

in the trust account for each month of the extension period, resulting in a monthly contribution of approximately $0.035 per share that

was not redeemed in connection with the Special Meeting (approximately $77,000 in the aggregate per month), or an aggregate of $924,000

(the “Maximum Contribution”) if the date we have to consummate a business combination is extended 12 times, each assuming

no interest is earned on the funds in the trust account.

Thesis and Strategy

date, our efforts have been limited to organizational activities, as well as activities related to our initial public offering and investigating

potential business combinations.

As of the date of this report, we anticipate that we will consummate the Merger Agreement.

have entered into the Merger Agreement with Conduit, in the event we are unable to consummate the Conduit Business Combination, we will

continue to pursue another business combination.

While we may pursue an initial business combination target in any stage of our corporate

evolution or in any industry or sector, we intend to focus our search on identifying businesses in the real estate industry, including

construction, homebuilding, real estate owners and operators, arrangers of financing, insurance, and other services for real estate,

and adjacent businesses and technologies targeting the real estate space, which we may refer to as “Proptech” businesses.

We define Proptech businesses broadly as those applying innovative digital technologies and technology-enhanced services and solutions

to the identification, design, development, construction, operation, underwriting, acquisition, leasing, financing, management and disposition

of real estate properties.

Leveraging our sponsor’s management team and directors’ deep and global real estate expertise

and extensive network of relationships, we intend to identify innovative companies that have the potential to disrupt different aspects

of the real estate industry or related industries and to transform how stakeholders relate to real estate in the future.

These stakeholders

include brokers, investors, lenders, operators, municipalities, service providers, owners, residents and tenants.

Our sponsor and management

team have a proven track record in identifying opportunities in the real estate industry that have generated attractive risk-adjusted

business strategy is to identify and complete our initial business combination with a company that complements the experience of our

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related to our initial business combination, which would be in the form of tender offer documents or proxy solicitation materials that

we would file with the Securities and Exchange Commission (the “SEC”).

intend to capitalize on the following competitive advantages in our pursuit of a target company or companies:

we would file with the SEC.

the event the Conduit Business Combination is not consummated, we intend to capitalize on the following competitive advantages in our

pursuit of a target company or companies:

of an Experienced Management Team .

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and capital markets expertise.

management team is led Jack K.

Heilbron, who has over 40 years of experience in real estate due diligence, mergers and acquisitions,

and real estate management.

He has previously served as a director of an investment company registered under the Investment Company Act

We believe that his business acumen and experience, which demonstrate his ability to identify opportunities and enhance value,

will help facilitate our business acquisition strategy.

Chief Financial Officer, Adam Sragovicz, has over 25 years of experience in treasury and investment analysis, equity and debt management,

strategic risk and reward analysis as well as portfolio management.

management team is led by our Chief Executive Officer (“CEO”) Jack K.

Heilbron, who has over 40 years of experience in real

estate due diligence, mergers and acquisitions, and real estate management.

He has previously served as a director of an investment company

registered under the Investment Company Act of 1940.

We believe that his business acumen and experience, which demonstrate his ability

to identify opportunities and enhance value, will help facilitate our business acquisition strategy.

Chief Financial Officer (“CFO”), Adam Sragovicz, has over 25 years of experience in treasury and investment analysis, equity

and debt management, strategic risk and reward analysis as well as portfolio management.

We believe that Mr.

Sragovicz brings a unique background to oversee

the Company’s accounting and financial reporting matters through a wealth of experience in SEC reporting, finance, accounting,

and building and integrating internal control structures in high growth environments which will provide accurate and reliable financial

and operations reporting and internal control structures for successfully acquired domestic and international acquisition targets.

Bentzen, our Chief Accounting Officer, brings over 17 years of professional experience in accounting and finance for both public and

private companies, including seven years of experience in SEC reporting, control processing experience at publicly traded companies].

Sragovicz brings a unique

background to oversee the Company’s accounting and financial reporting matters through a wealth of experience in SEC reporting,

finance, accounting, and building and integrating internal control structures in high growth environments which will provide accurate

and reliable financial and operations reporting and internal control structures for successfully acquired domestic and international

acquisition targets.

Bentzen, our Chief Accounting Officer (“CAO”), brings over 18 years of professional experience in accounting and finance

for both public and private companies, including seven years of experience in SEC reporting, control processing experience at publicly

traded companies].

We believe that Mr.

Bentzen’s expertise in financial reporting will prove invaluable in evaluating acquisition targets and ensuring

a smooth business combination process.

Bentzen’s expertise in financial reporting will prove invaluable in evaluating acquisition

targets and ensuring a smooth business combination process.

to established and proven solution .

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being public, as well as to support their executives in the process of going public.

we may acquire a business or businesses in any industry, our focus will be on companies in the real estate industry, including construction,

homebuilding, real estate owners and operators, arrangers of financing, insurance, and other services for real estate, and adjacent businesses

and technologies targeting the real estate space, which we may refer to as “Proptech” businesses.

We believe that our target

industry is attractive for a number of reasons, including the following:

we may acquire a business or businesses in any industry, in the event the Conduit Business Combination is not consummated, our focus

will be on companies in the real estate industry, including construction, homebuilding, real estate owners and operators, arrangers of

financing, insurance, and other services for real estate, and adjacent businesses and technologies targeting the real estate space, which

we may refer to as “Proptech” businesses.

We believe that our target industry is attractive for a number of reasons, including

the following:

Addressable Market .

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target businesses.

We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into

our initial business combination with a target business that does not meet these criteria and guidelines.

We intend to focus on companies

that provide value-added services that we believe:

In the event that the Conduit Business Combination is not consummated, we will use these criteria and guidelines in

evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does

not meet these criteria and guidelines.

We intend to focus on companies that provide value-added services that we believe:

market leadership positions in their respective products and services;

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other related sectors, as discussed elsewhere in this annual report) to us before any other person or company until we have entered into

a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within

12 months from the closing of our initial public offering (or up to 18 months from the closing of our initial public offering at the

election of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders in accordance

with our certificate of incorporation).

a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination by February

of our officers are employed by our sponsor’s corporate parent, Presidio Property Trust, Inc.

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network has provided our management team with a flow of referrals that have resulted in numerous transactions.

We believe that the network

of contacts and relationships of our management team will provide us with an important source of acquisition opportunities.

we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment

market participants, private equity groups, investment banks, consultants, accounting firms and large business enterprises.

In the event that the

Conduit Business Combination is not consummated, we believe that the network of contacts and relationships of our management team will

provide us with an important source of acquisition opportunities.

In addition, we anticipate that target business candidates will be

brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment

banks, consultants, accounting firms and large business enterprises.

of our management team and our independent directors directly or indirectly own founder shares and/or placement units following our initial

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approval of any proposed initial business combination, negatively.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not “emerging growth companies” including, but not limited to, not being required to comply with the independent

registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory

vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

If some investors find

our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities

may be more volatile.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities

Act”, as modified by the JOBS Act.

As such, we are eligible to take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not

being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from

the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments

not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market

for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

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during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior

funds available for an initial business combination initially in the amount of $135,160,250 after payment of $4,628,750 of deferred

underwriting fees, before fees and expenses associated with our initial business combination (other than deferred underwriting fees),

we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential

growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.

Because we are able

to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the

flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to

fit its needs and desires.

However, we have not taken any steps to secure third party financing and there can be no assurance it will

be available to us.

funds available for an initial business combination in the amount of approximately $23 million after payment of $4,628,750 of deferred

underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital

for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.

we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing,

we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target

business to fit its needs and desires.

However, we have not taken any steps to secure third party financing and there can be no assurance

it will be available to us.

Our Initial Business Combination

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in completing our initial business combination, to fund the purchase of other companies or for working capital.

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial

business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the

amounts held in the Trust Account.

In addition, we intend to target businesses larger than we could acquire with the net proceeds of

our initial public offering and the sale of the placement units, and may as a result be required to seek additional financing to complete

such proposed initial business combination.

Subject to compliance with applicable securities laws, we would expect to complete such financing

only simultaneously with the completion of our initial business combination.

In the case of an initial business combination funded with

assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing the initial business combination

would disclose the terms of the financing and, only if required by applicable law or stock exchange requirements, we would seek stockholder

approval of such financing.

There are no prohibitions on our ability to raise funds privately, or through loans in connection with our

initial business combination.

At this time, we are not a party to any arrangement or understanding with any third party with respect

to raising any additional funds through the sale of securities or otherwise.

in the case of the Conduit Business Combination, we may seek to raise additional funds through a private offering of debt or equity securities

in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the

proceeds of such offering rather than using the amounts held in the Trust Account.

In addition, we intend to target businesses larger

than we could acquire with the net proceeds of our initial public offering and the sale of the placement units, and may as a result be

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

Subject to compliance with applicable securities

laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination.

case of an initial business combination funded with assets other than the Trust Account assets, our proxy materials or tender offer documents

disclosing the initial business combination would disclose the terms of the financing and, only if required by applicable law or stock

exchange requirements, we would seek stockholder approval of such financing.

There are no prohibitions on our ability to raise funds

privately, or through loans in connection with our initial business combination.

At this time, we are not a party to any arrangement

or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

of a Target Business and Structuring of our Initial Business Combination

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However, we will seek stockholder approval

if it is required by applicable law or applicable stock exchange listing requirements, or we may decide to seek stockholder approval

for business or other legal reasons.

Presented in the table below is a graphic explanation of the types of initial business combinations

we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

of the Conduit Business Combination and, if the Conduit Business Combination is not consummated, of any future proposed initial business

combination if it is required by applicable law or applicable stock exchange listing requirements, or we may decide to seek stockholder

approval for business or other legal reasons.

Presented in the table below is a graphic explanation of the types of initial business

combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

of Transaction

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Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:

issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then

outstanding (other than in a public offering);

of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively

have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present

or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more;

issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock

then outstanding (other than in a public offering);

of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons

collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise

and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of

issuance or potential issuance of common stock will result in our undergoing a change of control.

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will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the

completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in

the Trust Account as of two business days prior to the consummation of the initial business combination including interest earned on

the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding public

shares, subject to the limitations described herein.

The amount in the Trust Account is initially anticipated to be approximately $10.20

per public share.

Our sponsor, officers and directors will enter into a letter agreement with us, pursuant to which they have agreed

to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion

of our initial business combination.

completion of our initial business combination, including the Conduit Business Combination, at a per-share price, payable in cash, equal

to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial business

combination including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided

by the number of then outstanding public shares, subject to the limitations described herein.

The amount in the Trust Account is anticipated

to be approximately $11.05 per public share, assuming our sponsor makes the Maximum Contribution, less any tax obligations.

otherwise set forth herein, all references to the approximately $11.05 per share redemption amount assume that our sponsor will have

made the Maximum Contribution and do not include any interest generated on the amounts in the trust account.

Our sponsor, officers and

directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect

to any founder shares and any public shares held by them in connection with the completion of our initial business combination.

of Conducting Redemptions

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the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial

business combination or (ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a proposed initial

business combination or conduct 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 require us to seek stockholder approval under the

law or stock exchange listing requirement.

Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder

approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding

common stock or seek to amend our certificate of incorporation would require stockholder approval.

If we structure an initial business

combination with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a

stockholder vote to approve the proposed initial business combination.

We may conduct redemptions without a stockholder vote pursuant

to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose

to seek stockholder approval for business or other legal reasons.

So long as we obtain and maintain a listing for our securities on the

Nasdaq we will be required to comply with such rules.

business combination, as in the case of the Conduit Business Combination, or (ii) by means of a tender offer.

The decision as to whether

we will seek stockholder approval of a proposed initial business combination or conduct 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 require us to seek stockholder approval under the law or stock exchange listing requirement.

Under Nasdaq rules, asset acquisitions

and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and

any transactions where we issue more than 20% of our outstanding common stock or seek to amend our certificate of incorporation would

require stockholder approval.

If we structure an initial business combination with a target company in a manner that requires stockholder

approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed initial business combination.

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required

by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons.

as we obtain and maintain a listing for our securities on the Nasdaq we will be required to comply with such rules.

stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder

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approval of our initial business combination once a quorum is obtained.

As a result, in addition to our initial stockholders’ founder

shares, we would need 261,063, or approximately 2%, of the 13,225,000 public shares sold in our initial public offering to be voted in

favor of an initial business combination in order to have our initial business combination approved (assuming only the minimum number

of shares representing a quorum are voted).

We intend to give approximately 30 days (but not less than 10 days nor more than 60 days)

prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination.

quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate

our initial business combination.

Each public stockholder may elect to redeem its public shares irrespective of whether they vote for

or against the proposed transaction.

In order to have our initial business combination approved (assuming

only the minimum number of shares representing a quorum are voted), we would need 716,864, or approximately 33% of the 2,187,728 Class

A common Stock public shares, to be voted in favor of an initial business combination, in addition to our initial stockholders’

founder shares.

We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any

such meeting, if required, at which a vote shall be taken to approve our initial business combination.

These quorums and voting thresholds,

and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination.

Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant

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tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial

and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the

Exchange Act, which regulates the solicitation of proxies.

the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with

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the expiration of the tender offer period.

In addition, we will not redeem any public shares unless our net tangible assets will be at

least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’

fees and commissions (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 initial business combination.

If public stockholders tender

more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

certificate of incorporation provides that we may not redeem our public shares unless our net tangible assets are at least $5,000,001

In addition, so that we are not subject to the SEC’s “penny stock” rules,

we will not redeem any public shares unless (i) our net tangible assets will be at least $5,000,001 either immediately prior to or upon

consummation of our initial business combination and after payment of underwriters’ fees and commissions or (ii) we are otherwise

exempt from the provisions of Rule 419 promulgated under the Securities Act .

If public stockholders tender more shares than we have

offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

certificate of incorporation provides that we may not redeem our public shares unless (i) we are exempt from the provisions of Rule 419

promulgated under the Securities Act other than through our net tangible assets or (ii) our net tangible assets are at least $5,000,001

either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and

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our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination

with a different target until 12 months from the closing of our initial public offering (or up to 18 months from the closing of our initial

public offering at the election of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders

in accordance with our certificate of incorporation).

with a different target at the election of the Company until February 7, 2024.

of Public Shares and Liquidation if no Initial Business Combination

certificate of incorporation provides that we will have only 12 months from the closing of the our initial public offering to complete

our initial business combination (or up to 18 months from the closing of our initial public offering at the election of the Company subject

to satisfaction of certain conditions or as extended by the Company’s stockholders in accordance with our certificate of incorporation)

to complete our initial business combination.

If we are unable to complete our initial business combination within such 18-month period,

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

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

in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes

(less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption

will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to

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

There will be no

redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial

business combination within the 18-month time period.

certificate of incorporation provides that we will have up to February 7, 2024 if we extend the period of time to consummate a business

combination, at our election by separate one month extensions, subject to satisfaction of certain conditions, including the deposit of

up to $77,000 for each one month extension, into the Trust Account, to complete our initial business combination.

If we are unable to

complete our initial business combination within such period, we will:

(i) cease all operations except for the purpose of winding up,

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the

Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided

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

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

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

subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the

requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which

will expire worthless if we fail to complete our initial business combination within such period.

sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating

distributions from the Trust Account with respect to any founder shares held by them if we fail to complete our initial business combination

within 12 months from the closing of our initial public offering (or up to 18 months from the closing of the offering at the election

of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders in accordance with our

certificate of incorporation).

However, if our sponsor, officers or directors acquire public shares after our initial public offering,

they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our

initial business combination within 12 months from the closing of the offering (or up to 18 months from the closing of the offering at

the election of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders in accordance

with our certificate of incorporation).

within 12 months from the consummation of our initial public offering (or up to February 7,

2024 at the election of the Company subject to satisfaction of certain conditions) .

if our sponsor, officers or directors acquire public shares after our initial public offering, they will be entitled to liquidating distributions

from the Trust Account with respect to such public shares if we fail to complete our initial business combination within

12 months from the consummation of our initial public offering (or up to February 7, 2024 at the election of the Company subject

to satisfaction of certain conditions).

sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our

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business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete

our initial business combination within 12 months from the closing of our initial public offering (or up to 18 months from the closing

of the offering at the election of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders

in accordance with our certificate of incorporation) or (ii) with respect to any other provision relating to stockholders’ rights

or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of

Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay

our taxes divided by the number of then outstanding public shares.

However, we may not redeem our public shares unless our net tangible

assets are at least $5,000,001, either immediately prior to or upon consummation of our initial business combination, and after payment

of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules).

optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible

asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time.

our initial business combination within 12 months from the consummation of our initial public offering

(or up to February 7, 2024 at the election of the Company subject to satisfaction of certain conditions) or (ii) with respect

to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public

stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the

Trust Account and not previously released to us to pay our taxes divided by the number of then outstanding public shares.

If this optional

redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset

requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time.

expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be

funded from amounts remaining out of the approximately $1,565,000 of proceeds held outside the Trust Account, although we cannot assure

you that there will be sufficient funds for such purpose.

We will depend on sufficient interest being earned on the proceeds held in

the Trust Account to pay any tax obligations we may owe.

However, if those funds are not sufficient to cover the costs and expenses associated

with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay

taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs

and expenses.

funded from amounts remaining out of the funds held outside the Trust Account, although we cannot assure you that there will be sufficient

funds for such purpose.

As of December 31, 2022, we had approximately $346,000 in cash remaining.

We will depend on sufficient interest

being earned on the proceeds held in the Trust Account to pay any tax obligations we may owe.

However, if those funds are not sufficient

to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued

in the Trust Account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of

such accrued interest to pay those costs and expenses.

we were to expend all of the net proceeds of our initial public offering and the sale of the placement units, other than the proceeds

deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption

amount received by stockholders upon our dissolution would be approximately $10.20.

The proceeds deposited in the Trust Account could,

however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.

cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.20.

Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments

to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or provided for before we make any distribution

of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds

sufficient to pay or provide for all creditors’ claims.

amount received by stockholders upon our dissolution would be approximately $11.05, assuming our sponsor makes the Maximum Contribution

and net of any taxes paid or payable.

The proceeds deposited in the Trust Account could, however, become subject to the claims of our

creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share

redemption amount received by stockholders will not be substantially less than approximately $11.05.

Under Section 281(b) of the DGCL,

our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full,

as applicable, if there are sufficient assets.

These claims must be paid or provided for before we make any distribution of our remaining

assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay

or provide for all creditors’ claims.

we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute

52 unchanged sentences

liabilities under the Securities Act.

We will have access to up to approximately $1,565,000 from the proceeds of the offering and the

sale of the placement units with which to pay any such potential claims (including costs and expenses incurred in connection with our

liquidation, currently estimated to be no more than approximately $100,000).

In the event that we liquidate and it is subsequently determined

that the reserve for claims and liabilities is insufficient, stockholders who received funds from our Trust Account could be liable for

claims made by creditors.

In the event that our offering expenses exceed our estimate of $1,565,000, we may fund such excess with funds

from the funds not to be held in the Trust Account.

In such case, the amount of funds we intend to be held outside the Trust Account

would decrease by a corresponding amount.

Conversely, in the event that the offering expenses are less than our estimate of $1,565,000,

the amount of funds we intend to be held outside the Trust Account would increase by a corresponding amount.

We will have access to up to approximately $1,500,000 from loans from our sponsor with which to

pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no

more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities

is insufficient, stockholders who received funds from our Trust Account could be liable for claims made by creditors.

the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by

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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 12 months from the closing of our initial public offering

(or up to 18 months from the closing of the offering at the election of the Company subject to satisfaction of certain conditions or

as extended by the Company’s stockholders in accordance with our certificate of incorporation) may be considered a liquidating

distribution under Delaware law.

If the 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.

shares in the event we do not complete our initial business combination within 12 months from the

consummation of our initial public offering (or up to February 7, 2024 at the election of the Company subject to satisfaction

of certain conditions) , may be considered a liquidating distribution under Delaware law.

the 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.

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 12 months from the closing of our initial public offering (or up to 18 months

from the closing of the offering at the election of the Company subject to satisfaction of certain conditions or as extended by the Company’s

stockholders in accordance with our certificate of incorporation), is not considered a liquidating distribution under Delaware law and

such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring

or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims

of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating

distribution.

If we are unable to complete our initial business combination within 12 months from the closing of the offering (or up

to 18 months from the closing of the offering at the election of the Company subject to satisfaction of certain conditions or as extended

by the Company’s stockholders in accordance with our certificate of incorporation), 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

we do not complete our initial business combination within 12 months from the consummation of our

initial public offering (or up to February 7, 2024 at the election of the Company subject to satisfaction of certain conditions),

is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially

due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant

to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption

distribution, instead of three years, as in the case of a liquidating distribution.

If we are unable to complete our initial business

combination within 12 months from the consummation of our initial public offering (or up to

February 7, 2024 at the election of the Company subject to satisfaction of certain conditions), 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

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Accordingly, it is our intention to redeem our public

shares as soon as reasonably possible following our 12 th month (or up to 18 th month from the closing of our initial

public offering at the election of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders

in accordance with our certificate of incorporation) and, therefore, we do not intend to comply with those procedures.

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 well beyond the third anniversary of such date.

shares as soon as reasonably possible up to the 24th month from the closing of our initial public offering at the election of the Company

subject to satisfaction of certain conditions or as extended by the Company’s stockholders in accordance with our certificate of

incorporation) and, therefore, we do not intend to comply with those procedures.

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 well beyond

the third anniversary of such date.

we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such

34 unchanged sentences

in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public

shares if we do not complete our initial business combination within 12 months from the closing of our initial public offering (or up

to 18 months from the closing of the offering at the election of the Company subject to satisfaction of certain conditions or as extended

by the Company’s stockholders in accordance with our certificate of incorporation) or (B) with respect to any other provision relating

to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of all of our public shares if we

are unable to complete our business combination within 12 months from the closing of the offering (or up to 18 months from the closing

of the offering at the election of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders

in accordance with our certificate of incorporation), subject to applicable law.

In no other circumstances will a stockholder have any

right or interest of any kind to or in the Trust Account.

In the event we seek stockholder approval in connection with our initial business

combination, a stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s

redeeming its shares to us for an applicable pro rata share of the Trust Account.

Such stockholder must have also exercised its redemption

rights as described above.

These provisions of our certificate of incorporation, like all provisions of our certificate of incorporation,

may be amended with a stockholder vote.

shares if we do not complete our initial business combination within 12 months from the consummation

of our initial public offering (or up to February 7, 2024 at the election of the Company subject to satisfaction of certain conditions)

or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (iii)

the redemption of all of our public shares if we are unable to complete our business combination within 12 months from the consummation

of our initial public offering (or up to February 7, 2024 at the election of the Company subject to satisfaction of certain conditions)

, subject to applicable law.

In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account.

In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection

with the initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro

rata share of the Trust Account.

Such stockholder must have also exercised its redemption rights as described above.

These provisions

of our certificate of incorporation, like all provisions of our certificate of incorporation, may be amended with a stockholder vote.

identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from

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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 1. Business