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Item 1A. Risk Factors

2023-03-28 compared with 2022-03-29 · 337 added, 396 removed, 1433 unchanged (34% of the section changed)

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described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.

For the complete list of risks relating to the Conduit Business Combination, see the section titled “Risk Factors” contained

in the Form S-4 which the Company intends to file after the filing of this annual report.

Relating to our Search for, Consummation of, or Inability to Consummate,

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favor of our initial business combination.

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).

Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders

to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval

for such initial business combination.

As a result, in addition to the Class A shares held by our initial stockholders, we would

need 716,864, or approximately 33%, of the 2,187,728 public shares 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).

if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders to vote in favor of our

initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business

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

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be able to meet such closing condition and, as a result, would not be able to proceed with the initial business combination.

in no event will we 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) or any greater net tangible asset or cash requirement which may be contained in the

agreement relating to our initial 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 initial business combination and after payment of underwriters’

fees and commissions or such greater amount necessary to satisfy a closing condition, each 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 an initial business combination with us.

targets will be aware of these risks and, thus, may be reluctant to enter into an initial business combination with us.

ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete

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potential target business with which we enter into negotiations concerning an initial business combination will be aware that we must

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).

Consequently, such target business may obtain

leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination

with that particular target business, we may be unable to complete our initial business combination with any target business.

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

In addition, we may have limited time to conduct due diligence and may

enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

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) .

Consequently, such target business may obtain leverage

over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with that

particular target business, we may be unable to complete our initial business combination with any target business.

This risk will increase

as we get closer to the timeframe described above.

In addition, we may have limited time to conduct due diligence and may enter into

our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

may not be able to complete our initial 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 stockholders may only

receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

certificate of incorporation will provide that we must 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).

We may not be able to find a suitable target business and complete our initial business combination within such time period.

to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt

markets and the other risks described herein.

For example, the conflict between Russia and Ukraine could lead to disruption, instability

and volatility in global markets and industries.

Further, if the outbreak of COVID-19 continues to grow both in the U.S.

and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete

our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing

being unavailable on terms acceptable to us or at all.

Additionally, the outbreak of COVID-19 may negatively impact businesses we may

seek to acquire.

receive approximately $11.05 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

certificate of incorporation provides that we must complete our initial business combination on or prior to February 7, 2024 at the election

of the Company subject to certain conditions.

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

combination within such time period.

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

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

For example, the conflict between Russia

and Ukraine could lead to disruption, instability and volatility in global markets and industries.

Further, if the outbreak of COVID-19

continues to grow both in the U.S.

and globally and, while the extent of the impact of the outbreak on us will depend on future developments,

it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased

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

Additionally, the outbreak of COVID-19

may negatively impact businesses we may seek to acquire.

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

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for claims of creditors and the requirements of other applicable law.

In such case, our public stockholders may only receive $10.20 per

share, and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.20 per share

on the redemption of their shares.

See “— 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 $10.20 per share” and other risk

factors below.

In such case, our public stockholders may only receive approximately

$11.05 per share, assuming our sponsor makes the Maximum Contribution and less any tax obligations, and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than approximately $11.05 per share on the redemption of their shares.

See “— 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 approximately $11.05 per share” and other risk factors below.

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

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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 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) or (B) with respect to any other

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 our public

shares if we are unable to complete an initial business combination within 12 months from the closing of this (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), subject to applicable law and as further described

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

Holders of warrants

will not have any right to the proceeds held in the Trust Account with respect to the warrants.

Accordingly, to liquidate your investment,

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

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

the net proceeds of our initial public offering and the sale of the placement units are intended to be used to complete an initial 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 will have net tangible assets in excess of $5,000,000 upon the successful completion

of our initial public offering and the sale of the placement units and will file 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

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 will have a longer period of time to complete our business combination than do companies subject

Moreover, if our initial public offering 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 initial business combination.

shares if we are unable to complete an 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), subject to applicable law and

as further described herein.

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

Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants.

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

representative may have a conflict of interest if they render services to us in connection with our initial business combination.

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such services to us.

has been engaged by Conduit as its financial advisor for the Conduit Business Combination.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete

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This may place us at a competitive disadvantage in successfully negotiating and completing an initial business combination.

unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share on the liquidation

of our Trust Account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than

$10.20 per share upon our liquidation.

See “— 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 $10.20 per share” and other risk

factors herein.

the net proceeds of our initial public offering and the sale of the placement units not being held in the Trust Account are insufficient

to allow us to operate for at least the 12 months following 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), we may be unable to complete our initial business combination, in

which case our public stockholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants

unable to complete our initial business combination, our public stockholders may receive only approximately $11.05 per share, assuming

our sponsor makes the Maximum Contribution and less any tax obligations, on the liquidation of our Trust Account and our warrants will

expire worthless.

In certain circumstances, our public stockholders may receive less than $11.05 per share upon our liquidation.

“— 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 $11.05 per share” and other risk factors herein.

the net proceeds of our initial public offering and the sale of the placement units not being held in the Trust Account are

insufficient to allow us to operate, we may be unable to complete our initial business combination, in which case our public

stockholders may only receive approximately $11.05 per share, or less than such amount in certain circumstances, and our warrants

will expire worthless.

funds available to us outside of the Trust Account to fund our working capital requirements may not be sufficient to allow us to operate

for at least the 12 months following 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), assuming that our initial business combination is not completed during that time.

We believe that, upon the closing of our initial public offering, the funds available to us outside of the Trust Account will be sufficient

to allow us to operate for at least the 12 months following such closing (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);

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.

also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger

agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on

terms more favorable to such target businesses) with respect to a particular proposed initial business combination, although we do not

have any current intention to do so.

If we entered into a letter of intent or merger agreement where we paid for the right to receive

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

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

unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share on the liquidation

until February 7, 2024, assuming that our initial business combination is not completed during that time.

We believe that the funds available

to us outside of the Trust Account will be sufficient to allow us to operate until February 7, 2024;

however, we cannot assure you that

our estimate is accurate.

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

to assist us with our search for a target business.

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

provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around

for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed

initial business combination, although we do not have any current intention to do so.

If we entered into a letter of intent or merger

agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds

(whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence

with respect to, a target business.

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

only approximately $11.05 per share, assuming our sponsor makes the Maximum Contribution and less any tax obligations, on the liquidation

of our Trust Account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than

$10.20 per share upon our liquidation.

approximately $11.05 per share upon our liquidation.

See “— 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 approximately $11.05

per share” and other risk factors herein.

depend on loans from our sponsor or management team to fund our search for an initial business combination, to pay our taxes and to complete

our initial business combination.

If we are unable to obtain these loans, we may be unable to complete our initial business combination.

connection with the extension of our business combination termination date and related payments into the trust account and continued

operating expenses, we have borrowed $300,000 from our sponsor and may borrow up to $1,500,000 in total.

None of our sponsor, members of our management team nor any of

their affiliates is under any obligation to advance funds to us in such circumstances.

Any such advances would be repaid only from

funds held outside the Trust Account or from funds released to us upon completion of our initial business combination.

$1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation

of our initial business combination.

The units would be identical to the placement units.

Prior to the completion of our initial

business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not

believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in

our Trust Account.

If we are unable to obtain these loans, we may be unable to complete our initial business combination.

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

cease operations and liquidate the Trust Account.

Consequently, our public stockholders may only receive approximately $11.05 per

share, assuming our sponsor makes the Maximum Contribution and less any tax obligations, on our redemption of our public shares, and

our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $11.05 per share on the

redemption of their shares.

See “— 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 $10.20 per share” and other risk

factors herein.

the net proceeds of our initial public offering and the sale of the placement units 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 initial business combination

and we will depend on loans from our sponsor or management team to fund our search for an initial business combination, to pay our taxes

and to complete our initial business combination.

If we are unable to obtain these loans, we may be unable to complete our initial business

the net proceeds of our initial public offering and the sale of the placement units, only approximately $1,565,000 will be 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 $1,565,000, we may fund such excess with 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.

The amount held in the Trust Account will not be

impacted as a result of such increase or decrease.

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.

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.

None of our sponsor, members of our management team nor any of their affiliates is under any obligation to advance

funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the Trust Account or from funds released

to us upon completion of our initial business combination.

Up to $1,150,000 of such loans may be convertible into units, at a

price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.

The units would be identical

to the placement units.

Prior to the completion of our initial business combination, we do not expect to seek loans from parties other

than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver

against any and all rights to seek access to funds in our Trust Account.

If we are unable to obtain these loans, we may be unable to

complete our initial business combination.

If we are unable to complete our initial business combination because we do not have sufficient

funds available to us, we will be forced to cease operations and liquidate the Trust Account.

Consequently, our public stockholders may

only receive approximately $10.20 per share on our redemption of our public shares, and our warrants will expire worthless.

circumstances, our public stockholders may receive less than $10.20 per share on the redemption of their shares.

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 $10.20 per share” and other risk factors below.

could be reduced and the per-share redemption amount received by stockholders may be less than $11.05 per share” and other

risk factors below.

to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment

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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 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) or (B) with

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 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;

or (iii) absent an

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), our return of the funds held in the Trust Account to our public stockholders

as part of our redemption of the public shares.

If we do not invest the proceeds as discussed above, we may be deemed to be subject to

the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory

burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business

combination or may result in our liquidation.

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), our return of the funds held in the Trust Account to our public

stockholders as part of our redemption of the public shares.

If we do not invest the proceeds as discussed above, we may be deemed to

be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance with these additional

regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial

business combination or may result in our liquidation.

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

may receive only approximately $10.20 per share on the liquidation of our Trust Account and our warrants will expire worthless.

may receive only approximately $11.05 per share, assuming our sponsor makes the Maximum Contribution and less any tax obligations, on

the liquidation of our Trust Account and our warrants will expire worthless.

stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

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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 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) may be considered

a liquidating distribution under Delaware law.

If a corporation complies with certain procedures set forth in Section 280 of the DGCL

intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party

claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional

150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a

liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to

the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

However, it is

our intention to redeem our public shares as soon as reasonably possible following the 18 th month from the closing of our

initial public offering in the event we do not complete our initial business combination and, therefore, we do not intend to comply with

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) in accordance with

our certificate of incorporation) may be considered a liquidating distribution under Delaware law.

If a corporation complies with certain

procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including

a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation

may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders,

any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata

share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third

anniversary of the dissolution.

However, it is our intention to redeem our public shares as soon as reasonably possible following 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) in the event we do not complete our initial business combination and, therefore, we do not intend to comply with

the foregoing procedures.

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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 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) 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.

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.

may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the

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may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c)

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

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

founder shares will automatically convert into shares of Class A common stock upon the consummation of our initial business combination

on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and

subject to further adjustment as provided herein.

In the case that additional shares of Class A common stock or equity-linked securities

are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable

upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class

A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued

or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection

with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked

securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the

initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working

capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis.

This is different than

some other similarly structured special purpose acquisition companies in which the initial stockholders will only be issued an aggregate

of 20% of the total number of shares to be outstanding prior to our initial business combination.

Additionally, the aforementioned adjustment

will not take into account any shares of Class A common stock redeemed in connection with the business combination.

Accordingly, the

holders of the founder shares could receive additional shares of Class A common stock even if the additional shares of Class A common

stock, or equity-linked securities convertible or exercisable for Class A common stock, are issued or deemed issued solely to replace

those shares that were redeemed in connection with the business combination.

The foregoing may make it more difficult and expensive for

us to consummate an initial business combination

grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and

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If we are unable to complete our initial business combination, our public stockholders may receive only approximately $11.05

per share on the liquidation of our Trust Account and our warrants will expire worthless.

In certain circumstances, our public stockholders

may receive less than $10.20 per share on the redemption of their shares.

See “— 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

$10.20 per share” and other risk factors herein.

per share, assuming our sponsor makes the Maximum Contribution and less any tax obligations, on the liquidation of our Trust Account

and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than approximately $11.05

per share on the redemption of their shares.

See “— 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 approximately $11.05 per share”

and other risk factors herein.

may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue,

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

receive only approximately $10.20 per share on the liquidation of our Trust Account and our warrants will expire worthless.

circumstances, our public stockholders may receive less than $10.20 per share on the redemption of their shares.

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 $10.20 per share” and other risk factors herein.

receive only approximately $11.05 per share, assuming our sponsor makes the Maximum Contribution and less any tax obligations, on the

liquidation of our Trust Account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive

less than approximately $11.05 per share on the redemption of their shares.

See “— 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 approximately $11.05 per share” and other risk factors herein.

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

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This lack of diversification may negatively impact our operating results and profitability.

the net proceeds from our initial public offering and the sale of the placement units, $136,460,000 will be available to complete our

initial business combination and pay related fees and expenses.

the net proceeds from our initial public offering and the sale of the placement units, and after redemptions in February 2023, approximately

$23 million will be available to complete our initial business combination and pay related fees and expenses.

may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within

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an initial business combination with which a substantial majority of our stockholders do not agree.

certificate of incorporation will not provide a specified maximum redemption threshold, except that in no event will we 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 (such 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.

As a result, we may be able to complete our initial business combination even though a substantial majority of

our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial

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

rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors or their 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 initial business combination exceed

the aggregate amount of cash available to us, we will not complete the initial 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

certificate of incorporation will not provide a specified maximum redemption threshold.

As a result, we may be able to complete our initial

business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed

their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with

our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their

shares to our sponsor, officers, directors or their 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 initial business combination exceed the aggregate amount of cash available to us, we will not complete the

initial 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.

order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their

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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 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) or (B) with respect to any other provision relating to stockholders’ rights

or pre-initial business combination activity.

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.

the extent any such amendments would be deemed to fundamentally change the nature of any securities offered through this registration

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facilitate the completion of an initial business combination that some of our stockholders may not support.

certificate of incorporation will provide that any of its provisions related to pre-initial business combination activity (including

the requirement to deposit proceeds of our initial public offering and the sale of the placement units into the Trust Account and not

release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein and

including 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 if approved by holders of at least 65% of our common stock entitled

to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended

if approved by holders of at least 65% of our common stock entitled to vote thereon.

In all other instances, our certificate of incorporation

may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of

the DGCL or applicable stock exchange rules.

We may not issue additional securities that can vote on amendments to our certificate of

incorporation.

Our sponsor, which owns 23.39% of our common stock, will participate in any vote to amend our certificate of incorporation

certificate of incorporation provides that any of its provisions related to pre-initial business combination activity (including the

requirement to deposit proceeds of our initial public offering and the sale of the placement units into the Trust Account and not release

such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein and including

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 if approved by holders of at least 65% of our common stock entitled to vote thereon,

and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved

by holders of at least 65% of our common stock entitled to vote thereon.

In all other instances, our certificate of incorporation may

be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the

DGCL or applicable stock exchange rules.

We may not issue additional securities that can vote on amendments to our certificate of incorporation.

Our sponsor, which owns approximately 65% of our common stock, will participate in any vote to amend our certificate of incorporation

and/or trust agreement and will have the discretion to vote in any manner they choose.

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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 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) or (ii) with respect to any other provision relating to stockholders’

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

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combination and/or the terms of negotiated transactions to purchase shares in connection with our initial business combination.

are unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share plus

any pro rata interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes on the liquidation

of our Trust Account and our warrants will expire worthless.

In addition, even if we do not need additional financing to complete our

initial business combination, we may require such financing to fund the operations or growth of the target business.

The failure to secure

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

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

If we are unable to complete our initial business combination, our public stockholders may only receive approximately $10.20 per share

on the liquidation of our Trust Account, and our warrants will expire worthless.

Furthermore, as described in the risk factor entitled

“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 $10.20 per share,” under certain circumstances our public stockholders may receive

less than $10.20 per share upon the liquidation of the Trust Account.

are unable to complete our initial business combination, our public stockholders may receive only approximately $11.05 per share, assuming

the sponsor makes the Maximum Contribution and less any tax obligations, plus any pro rata interest earned on the funds held in the Trust

Account and not previously released to us to pay our taxes on the liquidation of our Trust Account and our warrants will expire worthless.

In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing

to fund the operations or growth of the target business.

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 initial business combination.

If we are unable to complete our initial business combination,

our public stockholders may only receive approximately $11.05 per share on the liquidation of our Trust Account, assuming the sponsor

makes the Maximum Contribution and less any tax obligations, and our warrants will expire worthless.

Furthermore, as described in the

risk factor entitled “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 approximately $11.05 per share,” under certain circumstances

our public stockholders may receive less than approximately $11.05 per share upon the liquidation of the Trust Account.

initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not

the closing of our initial public offering, our sponsor will own shares representing 20% of our issued and outstanding shares of common

stock (assuming they do not purchase any units in our initial public offering).

Accordingly, they may exert a substantial influence on

actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our certificate of incorporation

and approval of major corporate transactions.

If our initial stockholders purchase any units in our initial public offering or if our

initial stockholders purchase any additional shares of common stock in the aftermarket or in privately negotiated transactions, this

would increase their control.

Factors that would be considered in making such additional purchases would include consideration of the

current trading price of our common stock.

Additionally, we may not hold an annual meeting of stockholders to elect new directors prior

to the completion of our initial business combination, in which case all of the current directors will continue in office until at least

the completion of the initial business combination.

Accordingly, our initial stockholders will continue to exert control at least until

the completion of our initial business combination.

sponsor owns shares representing approximately 23% of our issued and outstanding shares of common stock.

Accordingly, it may exert a

substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments

to our certificate of incorporation and approval of major corporate transactions.

If our sponsor purchases any additional shares of common

stock in the open market or in privately negotiated transactions, this would increase its control.

Factors that would be considered in

making such additional purchases would include consideration of the current trading price of our common stock.

Additionally, we may not

hold an annual meeting of stockholders to elect new directors prior to the completion of our initial business combination, in which case

all of the current directors will continue in office until at least the completion of the initial business combination.

our sponsor will continue to exert control at least until the completion of our initial business combination.

sponsor paid an aggregate of $25,000 for the founder shares, or approximately $0.008 per founder share.

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except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only

receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

certificate of incorporation will provide that we must 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).

receive approximately $11.05 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

certificate of incorporation provides that we must 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 may not be able to find a suitable target business and complete our initial business combination within such time period.

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for claims of creditors and the requirements of other applicable law.

In such case, our public stockholders may only receive $10.20 per

share, and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.20 per share

on the redemption of their shares.

See “— 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 $10.20 per share” and other risk

factors below.

In such case, our public stockholders may only receive approximately

$11.05 per share, assuming our sponsor makes the Maximum Contribution and less any tax obligations, and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than approximately $11.05 per share on the redemption of their shares.

See “— 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 approximately $11.05 per share” and other risk factors below.

we seek stockholder approval of our initial business combination, our sponsor, directors, officers and their affiliates may elect to

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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 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) or (B) with respect to any other

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 our public

shares if we are unable to complete an 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), subject to applicable

law and as further described herein.

In no other circumstances will a public stockholder have any right or interest of any kind in the

Trust Account.

shares if we are unable to complete an 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), subject to applicable law and

as further described herein.

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

Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants.

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business opportunities or capital.

may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in the event of a liquidation or in connection with

redemptions of our common stock after December 31, 2022.

the Inflation Reduction Act of 2022 (the “IRA”), adding Section 4501 to the Internal Revenue Code, a domestic corporation

whose stock is traded on an established securities market (a “covered corporation” under the IRA) is subject to an excise

tax of 1% on repurchases (redemptions) of its stock after December 31, 2022 (the “Excise Tax”).

Because we are a Delaware

corporation and our securities trade on the Nasdaq, we are a “covered corporation” within the meaning of the IRA.

IRA became law on August 16, 2022.

On December 27, 2022, the Internal Revenue Service published Notice 2023-2, providing “Initial

Guidance” regarding the application of the Excise Tax on repurchases of corporate stock under Section 4501.

Under these authorities

we expect the Excise Tax to be imposed on the fair market value of stock repurchased by us.

Under a “netting rule”, the fair

market value of stock repurchased by us may be reduced by the fair market value of securities issued by us in the same taxable year,

with the 1% Excise Tax then imposed on the excess, if any, of the value of redemptions over the value of issuances.

Therefore, issuances

of stock by us in connection with our initial business combination transaction (including any PIPE transaction at the time of our initial

business combination) will reduce the amount of the Excise Tax in connection with redemptions occurring in the same taxable year.

a business combination may not be completed during 2023 and, even if a business combination is completed, the fair market value of the

securities redeemed may exceed the fair market value of the securities issued in such a combination or otherwise.

(The fair market value

of securities that are redeemed is determined by the market price of the stock on the day of redemption, regardless of the actual redemption

amount.) Consequently, the Excise Tax may make a transaction with us less appealing to potential business combination targets.

while the authorities indicate that as a general rule the Excise Tax does not apply in the event of a complete liquidation of a covered

corporation, the availability of this exemption under circumstances that might surround the liquidation of a SPAC is not entirely clear.

excise tax returns are generally filed on a quarterly basis, the Internal Revenue Service expects to issue regulations providing that

reports of Excise Tax liability are due with the first quarterly excise tax return filed after the close of the taxable year.

for franchise taxes and income taxes, the proceeds placed in the trust account and the interest earned thereon shall not be used to pay

for possible excise tax or any other fees or taxes that may be levied on the Company pursuant to any current, pending or future rules

or laws, including without limitation any excise tax due under the IRA on any redemptions or stock buybacks by the Company (except in

the case of proceeds that are delivered to the Company following a business combination).

may be tax consequences to our business combinations that may adversely affect us.

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taxes on holders of our securities.

Conduit Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at

completion of the Conduit Business Combination is subject to a number of conditions.

The completion of the Conduit Business Combination

is not assured and is subject to risks, including the risk that approval of the Conduit Business Combination by our stockholders is not

obtained or that other closing conditions are not satisfied.

If we does not complete the Conduit Business Combination, we could be subject

to several risks, including:

reactions from the financial markets, including declines in the price of our Class A common stock due to the fact that current prices

may reflect a market assumption that the Conduit Business Combination will be completed;

attention of our management will have been diverted to the Conduit Business Combination rather than the pursuit of other opportunities

in respect of an initial business combination.

Relating to our Sponsor and Management Team

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may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

Our certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer

Our 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

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warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share.

Our Sponsor has agreed to transfer,

but has not yet transferred, an aggregate of 45,000 placement units (15,000 each) to each of our three independent directors.

securities will also be worthless if we do not complete an initial business combination.

Holders of founder shares have agreed (A) to

vote any shares owned by them in favor of any proposed initial business combination and (B) not to redeem any founder shares held by

them in connection with a stockholder vote to approve a proposed initial business combination.

In addition, we may obtain loans from

our sponsor, affiliates of our sponsor or an officer or director.

Our Sponsor has agreed to transfer, but

has not yet transferred, an aggregate of 45,000 placement units (15,000 each) to each of our three independent directors.

These securities

will also be worthless if we do not complete an initial business combination.

Holders of founder shares have agreed (A) to vote any shares

owned by them in favor of any proposed initial business combination and (B) not to redeem any founder shares held by them in connection

with a stockholder vote to approve a proposed initial business combination.

In addition, we have obtained loans from our sponsor and

may in the future obtain additional loans from our sponsor, affiliates of our sponsor or an officer or director.

We may not be able to

repay our sponsor unless we complete an initial business combination.

The personal and financial interests of our officers and directors

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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 $10.20 per share.

of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than approximately

$11.05 per share.

proceeds held in the Trust Account will be invested only in U.S.

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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 $10.20 per share.

redemption amount received by public stockholders may be less than approximately $11.05 per share, assuming our sponsor makes the Maximum

Contribution.

may delist our securities from trading on its exchange which could limit investors’ ability to make transactions in our securities

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cannot assure you that our securities will continue to be listed on Nasdaq in the future prior to an initial business combination.

Nasdaq’s requirements for continued listing include a public float

of 1,100,000, a market value of public float of $15,000,000, a market value of listed securities of $50,000,000 and 400 shareholders.

We believe that we currently fail to satisfy Nasdaq’s market value of listed securities and number of shareholders requirements

as a result of the redemptions made in connection with our January 2023 vote

to extend the deadline for us to complete our initial business combination .

As of the date of this Form 10-K, we have not received

any correspondence from Nasdaq related to such deficiencies but we cannot guarantee that Nasdaq will not issue a Staff Delisting Letter

(which would allow us to seek review of the decision by an independent listing hearings panel), require us to submit a plan of compliance,

or halt trading in our securities.

Additionally,

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Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

inability to consummate our initial business combination;

limited availability of market quotations for our securities;

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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 certificate of incorporation will provide 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 initial public offering without our prior consent, 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 initial business combination.

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

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

transactions.

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

business combination.

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

shares, would be required to sell your stock in open market transactions, potentially at a loss.

combination pursuant to the tender offer rules, our 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 initial public offering without our prior consent, 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

initial business combination.

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

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

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

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

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

have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities

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Any such issuances would dilute the interest of our stockholders and likely present

certificate of incorporation authorizes the issuance of up to 110,000,000 shares of common stock, consisting of (i) 100,000,000

shares of Class A common stock, $0.0001 par value, (ii) 10,000,000 shares of Class B common stock, $0.0001 par value, and (iii) 1,000,000

shares of undesignated preferred stock, $0.0001 par value per share.

Immediately after our initial public offering and the sale of the

placement units, there was 86,021,000 authorized but unissued shares of Class A common stock, which amount does not take into account

the shares of common stock reserved for issuance upon exercise of outstanding warrants.

certificate of incorporation authorizes the issuance of up to 110,000,000 shares of common stock, consisting of (i) 100,000,000 shares

of Class A common stock, $0.0001 par value, (ii) 10,000,000 shares of Class B common stock, $0.0001 par value, and (iii) 1,000,000 shares

of undesignated preferred stock, $0.0001 par value per share.

Immediately after our initial public offering and the sale of the placement

units, there was 86,021,000 authorized but unissued shares of Class A common stock, which amount does not take into account the shares

of common stock reserved for issuance upon exercise of outstanding warrants.

may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination or under

an employee incentive plan after completion of our initial business combination (although our certificate of incorporation will provide

that we may not issue securities that can vote with common stockholders on matters related to our pre-initial business combination activity).

However, our certificate of incorporation will provide, among other things, that prior to our initial business combination, we may not

issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote

on any initial business combination.

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

incorporation, may be amended with the approval of our stockholders.

However, our executive officers, directors and director nominees

have agreed, pursuant to a written agreement with us, that they will not propose any amendment to 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 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) or (B) 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 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

an employee incentive plan after completion of our initial business combination (although our certificate of incorporation provides that

we may not issue securities that can vote with common stockholders on matters related to our pre-initial business combination activity).

However, our certificate of incorporation provides, among other things, that prior to our initial business combination, we may not issue

additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on

any initial business combination.

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

may be amended with the approval of our stockholders.

However, our executive officers, directors and director nominees have agreed, pursuant

to a written agreement with us, that they will not propose any amendment to 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 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,

unless we provide our public stockholders with the opportunity to redeem their shares of 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 (which

interest shall be net of taxes payable), divided by the number of then outstanding public shares.

issuance of additional shares of common or preferred stock:

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be decreased, all without your approval.

warrants will be issued in registered form under a warrant agreement between Vstock Transfer, LLC, as warrant agent, and us.

warrants were issued in registered form under a warrant agreement between Vstock Transfer, LLC, as warrant agent, and us.

agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any

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

warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating

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

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In addition, if our sponsor makes any

working capital loans, up to $1,150,000 of such loans may be converted into units, at a price of $10.00 per unit at the option

of the lender, upon consummation of our initial business combination.

working capital loans, up to $1,500,000 of such loans may be converted into units, at a price of $10.00 per unit at the option of the

lender, upon consummation of our initial business combination.

The units would be identical to the placement units.

To the extent

we issue shares of common stock to effectuate an initial business combination, the potential for the issuance of a substantial number

of additional shares of common stock upon exercise of these warrants could make us a less attractive business combination vehicle to

a target business.

Any such issuance will increase the number of issued and outstanding shares of our common stock and reduce the value

of the shares of common stock issued to complete the initial business combination.

Therefore, our warrants and founder shares may make

it more difficult to effectuate an initial business combination or increase the cost of acquiring the target business.

To the extent we

issue shares of common stock to effectuate an initial business combination, the potential for the issuance of a substantial number of

additional shares of common stock upon exercise of these warrants could make us a less attractive business combination vehicle to a target

Any such issuance will increase the number of issued and outstanding shares of our common stock and reduce the value of the

shares of common stock issued to complete the initial business combination.

Therefore, our warrants and founder shares may make it more

difficult to effectuate an initial business combination or increase the cost of acquiring the target business.

placement units are identical to the units sold as part of the units in our initial public offering except that that the placement units

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This may make it more difficult for us to consummate an initial business combination with a target

determination of the offering price of our units, the size of our initial public offering and the terms of the units is more arbitrary

than the pricing of securities and size of an offering of an operating company in a particular industry.

You may have less assurance,

therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of

an operating company.

to our initial public offering there has been no public market for any of our securities.

The public offering price of the units and

the terms of the warrants were negotiated between us and the underwriters.

In determining the size of our initial public offering, management

held customary organizational meetings with the representative of the underwriters, both prior to our inception and thereafter, with

respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf.

Factors considered in determining the size of our initial public offering, prices and terms of the units, including the Class A common

stock and warrants underlying the units, include:

history and prospects of companies whose principal business is the acquisition of other companies;

offerings of those companies;

prospects for acquiring an operating business;

review of debt to equity ratios in leveraged transactions;

capital structure;

assessment of our management and their experience in identifying operating companies;

conditions of the securities markets at the time of our initial public offering;

factors as were deemed relevant.

these factors were considered, the determination of our offering price, size and terms of the units is more arbitrary than the pricing

of securities of an operating company in a particular industry since we have no historical operations or financial results.

is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity

and price of our securities.

is currently no market for our securities.

Stockholders therefore have no access to information about prior market history on which to

base their investment decision.

Following our initial public offering, the price of our securities may vary significantly due to one

or more potential business combinations and general market or economic conditions.

Furthermore, an active trading market for our securities

may never develop or, if developed, it may not be sustained.

You may be unable to sell your securities unless a market can be established

and sustained.

in our certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing

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which could harm our business, operating results and financial condition.

certificate of incorporation will provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable

certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable

law, subject to certain exceptions.

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our business objective.

are a newly formed company with no operating results, and we will not commence operations until obtaining funding through our initial

public offering.

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective

of completing our initial business combination with one or more target businesses.

We have no plans, arrangements or understandings with

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

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

are a newly formed company with very limited operating results to date.

Since we do not have a substantial operating history, you will

have a very limited basis upon which to evaluate our ability to achieve our business objective, which is to acquire an operating business.

We will not generate any revenues until, at the earliest, after the consummation of a business combination.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability

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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 1A. Risk Factors