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Item 1A. Risk Factors

2024-04-16 compared with 2023-03-28 · 1334 added, 1765 removed, 5 unchanged (100% of the section changed)

investment in our securities involves a high degree of risk.

You should consider carefully all of the risks described below, together

with the other information contained in this report, including the financial statements, before making a decision to invest in our units.

If any of the following events occur, our business, financial condition and operating results may be materially and adversely affected.

In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

The risk factors

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

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,

Business Combination and Post-Business Combination Risks

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

adversely affected by the recent coronavirus (COVID-19) pandemic.

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

and the business of any potential target business with which we consummate a business combination could be materially and adversely affected.

Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the

ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable

to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combination

will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning

the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19

or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the

operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete

our initial business combination even though a majority of our public stockholders do not support such a combination.

may choose not to hold a stockholder vote to approve our initial business combination unless the initial business combination would require

stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business

or other legal reasons.

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

stockholder approval of a proposed initial business combination or will allow stockholders to sell their shares to us in a tender offer

will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether

the terms of the transaction would otherwise require us to seek stockholder approval.

Accordingly, we may complete our initial business

combination even if holders of a majority of our public shares do not approve of the initial business combination we complete.

we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial

business combination, regardless of how our public stockholders vote.

to the letter agreement, our sponsor, officers and directors will agree to vote any founder shares held by them, as well as any public

shares they may have acquired after our initial public offering (including in open market and privately negotiated transactions), in

favor of our 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

right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination.

the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial

business combination.

Since our board of directors may complete an initial business combination without seeking stockholder approval,

public stockholders may not have the right or opportunity to vote on the initial business combination, unless we seek such stockholder

Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential

business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business

days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.

ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business

combination targets, which may make it difficult for us to enter into an initial business combination with a target.

may seek to enter into an initial business combination agreement with a prospective target that requires as a closing condition that

we have a minimum net worth or a certain amount of cash.

If too many public stockholders exercise their redemption rights, we would not

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

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

the most desirable business combination or optimize our capital structure.

the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption

rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted

for redemption.

If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the

purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust

Account to meet such requirements, or arrange for third party financing.

In addition, if a larger number of shares are submitted for

redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust

Account or arrange for third party financing.

Raising additional third-party financing may involve dilutive equity issuances or the incurrence

of indebtedness at higher than desirable levels.

The above considerations may limit our ability to complete the most desirable business

combination available to us or optimize our capital structure.

ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability

that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or

requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful

is increased.

If our initial business combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until

we liquidate the Trust Account.

If you are in need of immediate liquidity, you could attempt to sell your stock in the open market;

at such time our stock may trade at a discount to the pro rata amount per share in the Trust Account.

In either situation, you may suffer

a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you

are able to sell your stock in the open market.

requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage

over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential business combination

targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms

that would produce value for our stockholders.

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 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 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:

(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.

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

be more competition for attractive targets.

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

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

recent years and especially in the last several months, the number of SPACs that have been formed has increased substantially.

Many potential

targets for SPACs have already entered into an initial business combination, and there are still many SPACs seeking targets for their

initial business combination, as well as many such companies currently in registration.

As a result, at times, fewer attractive targets

may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial

business combination.

addition, because there are more SPACs seeking to enter into an initial business combination with available targets, the competition

for available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved

financial terms.

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

tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination.

This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination,

and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

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

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

the public “float” of our common stock.

we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our sponsor, directors, officers or their affiliates may purchase public shares or public

warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion

of our initial business combination, although they are under no obligation to do so.

However, they have no current commitments, plans

or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds

in the Trust Account will be used to purchase shares or public warrants in such transactions.

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

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

In the event that our sponsor, directors, officers

or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise

their redemption rights or submitted a proxy to vote against our initial business combination, such selling stockholders would be required

to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination.

The price per

share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem

its shares in connection with our initial business combination.

The purpose of such purchases could be to vote such shares in favor of

the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination,

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

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

The purpose of

any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters

submitted to the warrant holders for approval in connection with our initial business combination.

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

We expect that any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers

are subject to such reporting requirements.

addition, if such purchases are made, the public “float” of our common stock or public warrants and the number of beneficial

holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our

securities on a national securities exchange.

a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or

fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

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

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

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

In addition, proxy materials or tender offer documents,

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

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

For example, we may require our

public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street

name,” to either deliver their stock certificates to our transfer agent prior to the date set forth in the tender offer documents

mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the

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

In the event that a stockholder

fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not

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

To liquidate your

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

public stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of:

(i) our completion of

an initial business combination, and then only in connection with those shares of common stock that such stockholder properly elected

to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly 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 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 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.

may elect to engage A.G.P.

(who was the representative of the underwriters of our initial public offering) to assist us in connection

with our initial business combination.

A portion (3.5%) of the representatives’ discounts and commissions is not payable unless

the Company completes its initial business combination.

Therefore, if the representative provides services to us in connection with our

initial business combination, these financial interests may result in the representative having a conflict of interest when providing

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

our initial business combination.

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

only approximately $11.05 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our

warrants will expire worthless.

expect to encounter intense competition from other entities having a business objective similar to ours, including private investors

(which may be individuals or investment partnerships), other blank check companies and other entities competing for the types of businesses

we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience in identifying and effecting,

directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Many of these competitors

possess greater technical, human and other resources or more industry knowledge than we do, and our financial resources will be relatively

limited when contrasted with those of many of these competitors.

While we believe there are numerous target businesses we could potentially

acquire with the net proceeds of our initial public offering and the sale of the placement units, our ability to compete with respect

to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.

This inherent

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

Furthermore, because we are

obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection with our initial business

combination, target companies will be aware that this may reduce the resources available to us for our initial business combination.

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 $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

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

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 $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

or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price,

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

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

all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues

through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later

As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment

or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected

risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature

could contribute to negative market perceptions about us or our securities.

In addition, charges of this nature may cause us to violate

net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue

of our obtaining debt financing to partially finance the initial business combination.

Accordingly, any stockholders who choose to remain

stockholders following the initial business combination could suffer a reduction in the value of their shares.

Such stockholders are

unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach

by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private

claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination

constituted an actionable material misstatement or omission.

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.

placing of funds in the Trust Account may not protect those funds from third-party claims against us.

Although we will seek to have all

vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving

any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders,

such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims

against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar

claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim

against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement waiving such claims

to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter

into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would

be significantly more beneficial to us than any alternative.

Marcum LLP, our independent registered public accounting firm, and the underwriters

of our initial public offering, will not execute agreements with us waiving such claims to the monies held in the Trust Account.

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant

whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would

agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,

any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

Upon redemption

of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise

of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors

that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount

received by public stockholders could be less than the $10.20 per share initially held in the Trust Account, due to claims of such creditors.

Pursuant to the letter agreement, our sponsor will agree that it will be liable to us if and to the extent any claims by a third party

for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent,

confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the

lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation

of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided

that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all

rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our

indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities

However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether

our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities

of our company.

Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.

None of our officers or

directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in

the Trust Account available for distribution to our public stockholders.

the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per

share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per share due to reductions

in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that

it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent

directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification

obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary

duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent

directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not

If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account

available for distribution to our public stockholders may be reduced below $10.20 per share.

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

have agreed to indemnify our officers and directors to the fullest extent permitted by law.

However, our officers and directors have

agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against

the Trust Account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only if (i)

we have sufficient funds outside of the Trust Account or (i) we consummate an initial business combination.

Our obligation to indemnify

our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their

fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and

directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s

investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors

pursuant to these indemnification provisions.

after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be

exposed to claims of punitive damages.

after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor

and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy

court could seek to recover some or all amounts received by our stockholders.

In addition, our board of directors may be viewed as having

breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages,

by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our

stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be

before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy

law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders

in connection with our liquidation may be reduced.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

on the nature of our investments;

on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

addition, we may have imposed upon us burdensome requirements, including:

as an investment company with the SEC;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must

ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities

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

total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business will be to identify and

complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term.

plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets

or to be a passive investor.

do not believe that our anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds held

in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16)

of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the trust

agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these

instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and

selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”

within the meaning of the Investment Company Act.

Our initial public offering is not intended for persons who are seeking a return on

investments in government securities or investment securities.

The Trust Account is intended as a holding place for funds pending the

earliest to occur of:

(i) the completion of our initial business combination;

(ii) 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 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 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 $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

of their shares.

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

them in a dissolution.

The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public

shares in the event we do not complete our initial business combination within 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.

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

time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within

the 10 years following our dissolution.

However, because we are a blank check company, rather than an operating company, and our operations

will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors

(such as lawyers, investment bankers, etc.) or prospective target businesses.

If our plan of distribution complies with Section 281(b)

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

pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred

after the third anniversary of the dissolution.

We cannot assure you that we will properly assess all claims that may be potentially

brought against us.

As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them

(but no more) and any liability of our stockholders may extend beyond the third anniversary of such date.

Furthermore, if the pro rata

portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete

our initial business combination within 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

opportunity for our stockholders to elect directors.

accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year

after our first fiscal year end following our listing on the Nasdaq.

Under Section 211(b) of the DGCL, we are, however, required to hold

an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by

written consent in lieu of such a meeting.

We may not hold an annual meeting of stockholders to elect new directors prior to the consummation

of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.

Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they

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

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

the future exercise of such rights may adversely affect the market price of our Class A common stock.

to an agreement to be entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial

stockholders, and their permitted transferees can demand that we register the resale of the founder shares, the placement units, the

shares of Class A common stock issuable upon exercise of the placement units and holders of warrants that may be issued upon conversion

of working capital loans may demand that we register the resale of such shares of Class A common stock, warrants or the Class A common

stock issuable upon exercise of such warrants.

We will bear the cost of registering these securities.

The registration and availability

of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class

A common stock.

In addition, the existence of the registration rights may make our initial business combination more costly or difficult

This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or

ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the

securities owned by our initial stockholders or holders of working capital loans or their respective permitted transferees are registered.

we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses

with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s

will seek to complete an initial business combination with companies in the Proptecch industry but may also pursue other business combination

opportunities, except that we will not, under our certificate of incorporation, be permitted to effectuate our initial business combination

with another blank check company or similar company with nominal operations.

Because we have not yet selected or approached any specific

target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular

target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we

complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine.

For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may

be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity.

officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will

properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence.

some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will

adversely impact a target business.

We also cannot assure you that an investment in our units will ultimately prove to be more favorable

to investors than a direct investment, if such opportunity were available, in a business combination target.

Accordingly, any stockholders

who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their securities.

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction

was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully

bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business

combination contained an actionable material misstatement or material omission.

may seek business combination opportunities in industries or sectors which may or may not be outside of our management’s area of

we intend to focus on identifying 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 will consider an initial business combination outside

of our management’s area of expertise if an initial business combination candidate is presented to us and we determine that such

candidate offers an attractive business combination opportunity for our company or we are unable to identify a suitable candidate in

this sector after having expanded a reasonable amount of time and effort in an attempt to do so.

Although our management will endeavor

to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain

or assess all of the significant risk factors.

We also cannot assure you that an investment in our units will not ultimately prove to

be less favorable to investors in our initial public offering than a direct investment, if an opportunity were available, in an initial

business combination candidate.

In the event we elect to pursue a business combination outside of the areas of our management’s

expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained

in this annual report regarding the areas of our management’s expertise would not be relevant to an understanding of the business

that we elect to acquire.

As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors.

Accordingly, any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in

the value of their shares.

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

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may

enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target

business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria

and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business

with which we enter into our initial business combination will not have all of these positive attributes.

If we complete our initial

business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a

combination with a business that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business

combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their

redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a

minimum net worth or a certain amount of cash.

In addition, if stockholder approval of the transaction is required by applicable law

or stock exchange requirements, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult

for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and

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 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,

cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record

of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine.

risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel.

Although our officers and directors

will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all

of the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be

outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target

are not required to obtain a fairness opinion and consequently, you may have no assurance from an independent source that the price we

are paying for the business is fair to our company from a financial point of view.

we complete our initial business combination with an entity affiliated with the representative, our sponsor, directors or officers, or

our board cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an

opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price

we are paying is fair to our company from a financial point of view.

If no opinion is obtained, our stockholders will be relying on the

judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community.

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

conflict of interest may arise if we seek an initial business combination with an entity that is also an acquisition target of our sponsor’s

corporate parent, Presidio Property Trust, Inc.

sponsor’s corporate parent, Presidio Property Trust, Inc., is also engaged in the real estate business, and is not formally constrained

in any way from pursuing acquisitions or business combinations that could be suitable transactions for the Company.

We do not believe

it is likely that Presidio Property Trust, Inc.

will compete against the Company for suitable acquisition targets based upon our management’s

understanding of Presidio Property Trust, Inc.

current business model.

Nevertheless, it is possible that a potential business combination

could arise that would be suitable for both the Company and Presidio Property Trust, Inc., giving rise to a conflict of interest.

such a circumstance were to occur, we anticipate that the board of directors would recuse any conflicted members of our management from

taking any role in the consideration of such a transaction and, to the extent necessary, retain appropriately qualified, non-conflicted

personnel to advise us in accordance with the provisions of our certificate of incorporation relating to transactions with affiliates

and our conflict of interest policy.

could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts

to locate and acquire or merge with another business.

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

may receive only approximately $11.05 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account

and our warrants will expire worthless.

anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys, consultants and others.

If we decide not to complete a specific initial business combination, the costs incurred up to that

point for the proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target

business, we may fail to complete our initial business combination for any number of reasons including those beyond our control.

such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate

and acquire or merge with another business.

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

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

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

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

debt following our initial public offering, we may choose to incur substantial debt to complete our initial business combination.

have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or

claim of any kind in or to the monies held in the Trust Account.

As such, no issuance of debt will affect the per-share amount available

for redemption from the Trust Account.

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

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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

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

financing while the debt security is outstanding;

inability to pay dividends on our Class A common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our Class A common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other

general corporate purposes;

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution

of our strategy;

disadvantages compared to our competitors who have less debt.

may only be able to complete one business combination with the proceeds of our initial public offering, the sale of the placement units,

which will cause us to be solely dependent on a single business which may have a limited number of services and limited operating activities.

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, 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

a short period of time.

However, we may not be able to effectuate our initial business combination with more than one target business

because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma

financial statements with the SEC that present operating results and the financial condition of several target businesses as if they

had been operated on a combined basis.

By completing our initial business combination with only a single entity, our lack of diversification

may subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our operations

or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete

several business combinations in different industries or different areas of a single industry.

In addition, we intend to focus our search

for an initial business combination in a single industry.

Accordingly, the prospects for our success may be:

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

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

lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial

adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete

our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers

to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make

it more difficult for us, and delay our ability, to complete our initial business combination.

We do not, however, intend to purchase

multiple businesses in unrelated industries in conjunction with our initial business combination.

With multiple business combinations,

we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence

investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations

and services or products of the acquired companies in a single operating business.

If we are unable to adequately address these risks,

it could negatively impact our profitability and results of operations.

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

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

pursuing our initial business combination strategy, we may seek to effectuate our initial business combination with a privately held

Very little public information generally exists about private companies, and we could be required to make our decision on whether

to pursue a potential initial business combination on the basis of limited information, which may result in an initial business combination

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

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

may structure an initial business combination so that the post-transaction company in which our public stockholders own shares will own

less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest

in the target sufficient for us not to be required to register as an investment company under the Investment Company Act.

consider any transaction that does not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting securities

of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post business

combination company, depending on valuations ascribed to the target and us in the initial business combination.

For example, we could

pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding

capital stock of a target.

In this case, we would acquire a 100% interest in the target.

However, as a result of the issuance of a substantial

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

our outstanding shares of common stock subsequent to such transaction.

In addition, other minority stockholders may subsequently combine

their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired.

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

provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities

necessary to profitably operate such business.

do not have a specified maximum redemption threshold.

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

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.

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

charters and other governing instruments, including their warrant agreements.

We cannot assure you that we will not seek to amend our

certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination

that our stockholders may not support.

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

charters and modified governing instruments, including their warrant agreements.

For example, blank check companies have amended the

definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination

and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities.

Amending our certificate of incorporation will require the approval of holders of 65% of our common stock, and amending our warrant agreement

will require a vote of holders of at least a majority of the public warrants (which may include public warrants acquired by our sponsor

or its affiliates in our initial public offering or thereafter in the open market).

In addition, our certificate of incorporation requires

us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our 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.

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

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

We cannot assure you that we will

not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate

our initial business combination.

provisions of our certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of

the agreement governing the release of funds from our Trust Account), including an amendment to permit us to withdraw funds from the

Trust Account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated,

may be amended with the approval of holders of at least 65% of our common stock, which is a lower amendment threshold than that of some

other blank check companies.

It may be easier for us, therefore, to amend our certificate of incorporation and the trust agreement to

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

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.

As a result, we may be able to amend the provisions

of our certificate of incorporation which govern our pre-initial business combination behavior more easily than some other blank check

companies, and this may increase our ability to complete an initial business combination with which you do not agree.

Our stockholders

may pursue remedies against us for any breach of our certificate of incorporation.

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

certificate of incorporation (i) 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 (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 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, divided by the number of then outstanding public shares.

These agreements are contained in a letter agreement that

we will enter into with our sponsor, officers and directors.

Our stockholders are not parties to, or third-party beneficiaries of, these

agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of

these agreements.

As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject

to applicable law.

letter agreement with our sponsor, directors, director nominees and officers may be amended without stockholder approval.

letter agreement with our sponsor, directors, director nominees and officers contains provisions relating to transfer restrictions of

our founder shares and placement units, indemnification of the Trust Account, waiver of redemption rights and participation in liquidation

distributions from the Trust Account.

This letter agreement may be amended without stockholder approval (although releasing the parties

from the restriction not to transfer our founder shares for a period of six months following the date we complete our initial business

combination except in certain circumstances will require the prior written consent of the underwriters).

While we do not expect our board

to approve an amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising

its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to this agreement.

Any such amendments

to the letter agreement would not require approval from our stockholders and may have an adverse effect on the value of an investment

in our securities.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target

business, which could compel us to restructure or abandon a particular business combination.

have not selected any specific business combination target, but intend to target businesses larger than we could acquire with the net

proceeds of our initial public offering and the sale of the placement units.

As a result, we may be required to seek additional financing

to complete such proposed initial business combination.

We cannot assure you that such financing will be available on acceptable terms,

To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,

we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target

business candidate.

Further, the amount of additional financing we may be required to obtain could increase as a result of future growth

capital needs for any particular transaction, the depletion of the available net proceeds in search of a target business, the obligation

to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our initial business

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 $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

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.

As a result of this low initial

price, our sponsor and our management team stand to make a substantial profit even if an initial business combination subsequently declines

in value or is unprofitable for our public stockholders.

a result of the low acquisition cost of our founder shares, our sponsor, its affiliates and our management team could make a substantial

profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in value

or is unprofitable for our public stockholders.

Thus, such parties may have more of an economic incentive for us to enter into an initial

business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of

revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares.

we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial business combination with some prospective target businesses.

federal proxy rules require that a proxy statement with respect to a vote on an initial business combination meeting certain financial

significance tests include historical and/or pro forma financial statement disclosure in periodic reports.

We will include the same financial

statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules.

financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted

in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards

Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with

the standards of the Public Company Accounting Oversight Board (United States), or PCAOB.

These financial statement requirements may

limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements

in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within

the prescribed time frame.

in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and

complete an initial business combination.

recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed.

insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally

increased and the terms of such policies have generally become less favorable.

There can be no assurance that these trends will not continue.

increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive

for us to negotiate an initial business combination.

In order to obtain directors and officers liability insurance or modify its coverage

as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable

terms or both.

However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the

post-business combination’s ability to attract and retain qualified officers and directors.

addition, even after we complete an initial business combination, our directors and officers could still be subject to potential liability

from claims arising from conduct alleged to have occurred prior to the initial business combination.

As a result, in order to protect

our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims

(“run-off insurance”).

The need for run-off insurance would be an added expense for the post-business combination entity,

and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

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

be more competition for attractive targets.

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

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

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

Many potential targets

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

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

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

a suitable target and to consummate an initial business combination.

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

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

companies to demand improved financial terms.

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

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

targets post-business combination.

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

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

to our investors altogether.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial

financial and management resources, and increase the time and costs of completing an initial business combination.

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

on Form 10-K for the year ending December 31, 2022.

Only in the event we are deemed to be a large accelerated filer or an accelerated

filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting

firm attestation requirement on our internal control over financial reporting.

Further, for as long as we remain an emerging growth company,

we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control

over financial reporting.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act

particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our initial

business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and

costs necessary to complete any such business combination.