What changed in this filing

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Item 1. Business

2022-03-30 compared with 2021-03-30 · 789 added, 1899 removed, 71 unchanged (97% of the section changed)

We are a blank check company

incorporated in Delaware on July 20, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition,

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

We are not limited to a particular industry or sector for purposes of consummating a Business Combination, but we intend to focus

on identifying and acquiring transformative technology businesses that are shaping the digital future and creating a new paradigm

of communications and computing.

Our registration statements for

our initial public offering (the “Initial Public Offering”) became effective on December 14, 2020.

On December 17,

2020 the Company consummated the Initial Public Offering of 27,600,000 units (the “Units”

and, with respect to the

Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter

of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000.

Simultaneously with the closing

of the Initial Public Offering, we consummated the sale of 10,280,000 warrants (the “Private Placement Warrants”) at

a price of $1.00 per Private Placement Warrant in a private placement (the “Private Placement”) to KINS Capital LLC

(the “Sponsor”) and certain funds and accounts managed by BlackRock, Inc.

(the “Direct Anchor Investors”

and which the Direct Anchor Investors, together with the Sponsor, are the “initial stockholders”), generating gross

proceeds of $10,280,000.

Following the closing of the

Initial Public Offering on December 17, 2020, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of

the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust

Account”), located in the United States and invested only in U.S.

government securities, within the meaning set forth in

Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity

of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company

meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

Our management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,

although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

We are a blank check company incorporated in Delaware on July 20, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

We are not limited to a particular industry or sector for purposes of consummating a Business Combination, but we intend to focus on identifying and acquiring transformative technology businesses that are shaping the digital future and creating a new paradigm of communications and computing.

Our registration statements for our initial public offering (the “Initial Public Offering”) became effective on December 14, 2020.

On December 17, 2020, we consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 10,280,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement (the “Private Placement”) to KINS Capital LLC (the “Sponsor”) and certain funds and accounts managed by BlackRock, Inc.

(the “Direct Anchor Investors” and which the Direct Anchor Investors, together with the Sponsor, are the “initial stockholders”), generating gross proceeds of $10,280,000.

Following the closing of the Initial Public Offering on December 17, 2020, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that we will be able to complete a Business Combination successfully.

We must complete one or more initial

Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net

assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the

Trust Account).

We will only complete a 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 business sufficient for

it not to be required to register as an investment company under the Investment Company Act.

We intend to effectuate a Business

Combination using the proceeds from the Initial Public Offering and Private Placement, and from additional issuances of, if any,

our capital stock and our debt, or a combination of cash, stock and debt.

We have not engaged in, and we will not engage in, any

operations until we complete a Business Combination, and we have not generated any operating revenue to date.

We will not generate

any operating revenues until after completion of our initial Business Combination, at the earliest.

Our entire activity since July

20, 2020 (inception) through December 31, 2020 related to our formation, the preparation for the Initial Public Offering, and following

the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

Based on our business activities,

we are a “shell company”

as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because

we have no operations and nominal assets consisting almost entirely of cash.

We will provide the holders of

the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their

Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve

the Business Combination or (ii) by means of a tender offer.

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

Business Combination or conduct a tender offer will be made by us.

The Public Stockholders will be entitled to redeem their Public

Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, plus any pro rata interest

then in the Trust Account, net of taxes payable).

There will be no redemption rights upon the completion of a Business Combination

with respect to our warrants.

If we have not completed a Business Combination

by June 17, 2022 or during any extended time that we have to consummate a Business Combination beyond June 17, 2022 as a result

of a stockholder vote to amend its certificate of incorporation (the “Combination 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 pay 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), 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 each case to our obligations under Delaware law to provide for claims of

creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect

to the warrants, which will expire worthless if we fail to complete a Business Combination within the Combination Period.

We must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account).

We will only complete a 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act.

We intend to effectuate a Business Combination using the proceeds from the Initial Public Offering and Private Placement, and from additional issuances of, if any, our capital stock and our debt, or a combination of cash, stock, and debt.

We have not engaged in, and we will not engage in, any operations until we complete a Business Combination, and we have not generated any operating revenue to date.

We will not generate any operating revenues until after completion of our initial Business Combination, at the earliest.

Our entire activity from July 20, 2020 (inception) through December 31, 2021, related to our formation, the preparation for the Initial Public Offering, and following the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

our business activities, we are a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and our assets consist almost entirely of cash and cash equivalents, with nominal other assets.

We will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a Business Combination or conduct a tender offer will be made by us.

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There will be no redemption rights upon the completion of a Business Combination with respect to our warrants.

If we have not completed a Business Combination by June 17, 2022 or during any extended time that we have to consummate a Business Combination beyond June 17, 2022 as a result of a stockholder vote to amend our amended and restated certificate of incorporation (the “Combination 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 pay 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), 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 each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

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

Effecting a Business Combination

Our Business Strategy

We have identified the following general

criteria and guidelines to evaluate prospective target businesses.

We may, however, decide to enter into our initial business combination

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

We intend to seek to acquire one or more businesses that

have differentiated, transformational technology with a focus on next generation network and communications

technologies;

We have identified the following general criteria and guidelines to evaluate prospective target businesses.

We may, however, decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

We intend to seek to acquire one or more businesses that we believe:

● have differentiated, transformational technology with a focus on next generation network and communications technologies;

● operate within a significant and growing addressable market with runway for further growth;

have a validated business model, ability to scale, and have already gained a foothold in their

● have a validated business model, ability to scale, and have already gained a foothold in their markets;

● have a rapid growth and sustainable profit margin profile;

are ready to operate in the scrutiny of public markets, with strong management, corporate governance

and reporting policies in place;

will likely be well received by public investors and are expected to have continued access to the

public capital markets;

have a proven and sophisticated management team with a track record and ability to create long-term

shareholder value;

will provide attractive return for shareholders with reasonable and appropriate valuation expectations

and significant remaining upside.

These criteria and guidelines are not intended

to be exhaustive.

Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent

relevant, on these general criteria and guidelines as well as other considerations, factors, criteria, and guidelines that our

management may deem relevant.

In the event that we decide to enter into our initial Business Combination with a target business

that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria

and guidelines in our stockholder communications related to our initial Business Combination, which would be in the form of proxy

materials or tender offer documents, as applicable, that we would file with the SEC.

● are ready to operate in the scrutiny of public markets, with strong management, corporate governance and reporting policies in place;

● will likely be well received by public investors and are expected to have continued access to the public capital markets;

● have a proven and sophisticated management team with a track record and ability to create long-term stockholder value;

● will provide attractive return for stockholders with reasonable and appropriate valuation expectations and significant remaining upside.

These criteria and guidelines are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria, and guidelines that our management may deem relevant.

In the event that we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does

not meet the above criteria and guidelines in our stockholder communications related to our initial Business Combination, which would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC.

Additional Disclosures

Our Acquisition Process

In evaluating a prospective target business,

we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management

and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be

made available to us.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us.

We will also utilize our operational and capital allocation experience.

We are not prohibited from pursuing an

initial Business Combination with a business that is affiliated with our initial stockholders, officers or directors, or any of

their respective affiliates.

In the event we seek to complete our initial Business Combination with a business that is affiliated

with our initial stockholders, officers or directors, or any of their affiliates, we, or a committee of independent directors,

will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation

opinions that our initial Business Combination is fair to us from a financial point of view.

Members of our management team will directly

or indirectly own founder shares and/or Private Placement Warrants following the Initial Public Offering and, accordingly, may

have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate

our initial Business Combination.

Further, each of our officers and directors may have a conflict of interest with respect to evaluating

a particular Business Combination if the retention or resignation of any such officers and directors is included by a target business

as a condition to our initial Business Combination.

Our officers and directors are from time

to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a Business Combination,

but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal

or otherwise, with respect to a Business Combination transaction with us.

Each of our officers and directors presently

has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other

entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such

Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable

for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these

obligations and duties to present such Business Combination opportunity to such entities first, and only present it to us if such

entities reject the opportunity and he or she determines to present the opportunity to us.

For more information, see the section

entitled “Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”

We do not believe, however, that the fiduciary

duties or contractual obligations of our officers or directors will materially affect our ability complete our Business Combination.

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

or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of

our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

for us to pursue.

We are not prohibited from pursuing an initial Business Combination with a business that is affiliated with our initial stockholders, officers or directors, or any of their respective affiliates.

In the event we seek to complete our initial Business Combination with a business that is affiliated with our initial stockholders, officers or directors, or any of their affiliates, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial Business Combination is fair to us from a financial point of view.

Members of our management team directly or indirectly own Founder Shares and/or Private Placement Warrants following the Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination.

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors is included by a target business as a condition to our initial Business Combination.

Our officers and directors are from time to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a Business Combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a Business Combination transaction with us.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entities.

Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such Business Combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us.

For more information, see the section entitled “Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability complete our Business Combination.

Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Initial Business Combination

Nasdaq listing rules require that our initial

Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of

the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on

the Trust Account).

The Nasdaq Capital Market (“Nasdaq”) listing rules require that our initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

We refer to this as the 80% fair market value test.

If our board of directors is not able to independently

determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment

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

We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial Business Combination,

although there is no assurance that will be the case.

We anticipate structuring our initial Business

Combination so that the post-transaction company in which our public stockholders will own or acquire shares own or acquire 100%

of the outstanding equity interests or assets of the target business or businesses.

We may, however, structure our initial Business

Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business

in order to meet certain objectives of the target management team or stockholders or for other reasons.

However, 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 business sufficient for it not to be required to register

as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial

Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed

to the target and us in our initial Business Combination transaction.

For example, we could pursue a transaction in which we issue

a substantial number of new shares in exchange for all of the outstanding capital stock of a target or issue a substantial number

of new shares to third parties in connection with financing our initial Business Combination.

In such cases, we would acquire a

100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our stockholders

immediately prior to our initial Business Combination could own less than a majority of our outstanding shares subsequent to our

initial Business Combination.

If less than 100% of the outstanding equity interests or assets of a target business or businesses

are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by

us is what will be valued for purposes of the 80% of net assets test.

If our initial Business Combination involves more than one

target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat

the target businesses together as the initial Business Combination for purposes of a tender offer or for seeking stockholder approval,

as applicable.

In addition, we have agreed not to enter into a definitive agreement regarding an initial Business Combination without

the prior consent of our Sponsor.

In identifying, evaluating and selecting

a target business for our Business Combination, we may encounter intense competition from other entities having a business objective

similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses

seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and effecting

Business Combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical,

human and other resources than we do.

Our ability to acquire larger target businesses will be limited by our available financial

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

We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial Business Combination, although there is no assurance that will be the case.

We anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Stockholders will own or acquire shares own or acquire 100% of the outstanding equity interests or assets of the target business or businesses.

We may, however, structure our initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or

stockholders or for other reasons.

However, 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial Business Combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target or issue a substantial number of new shares to third parties in connection with financing our initial Business Combination.

In such cases, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial Business Combination could own less than a majority of our outstanding shares subsequent to our initial Business Combination.

If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what will be valued for purposes of the 80% of net assets test.

If our initial Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial Business Combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

In addition, we have agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of our Sponsor.

In identifying, evaluating and selecting a target business for our Business Combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and effecting Business Combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human, and other resources than we do.

Our ability to acquire larger target businesses will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our

obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources

available to us for our initial Business Combination and our outstanding warrants, and the future dilution they potentially represent,

may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in

successfully negotiating an initial Business Combination.

Additionally, the number of blank check companies looking for Business Combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing Business Combinations.

Furthermore, our obligation to pay cash in connection with our Public Stockholders who exercise their redemption rights may reduce the resources available to us for our initial Business Combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.

Human Capital

We currently have two officers.

These individuals

are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they

deem necessary to our affairs until we have completed our initial Business Combination.

The amount of time they will devote in

any time period will vary based on whether a target business has been selected for our initial Business Combination and the stage

of the initial Business Combination process we are in.

We do not intend to have any full time employees prior to the completion

of our initial Business Combination.

These individuals are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination.

The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial Business Combination and the stage of the initial Business Combination process we are in.

We do not intend to have any full time employees prior to the completion of our initial Business Combination.

Risk Factors.

Risks Relating to our Search for, Consummation

of or Inability to Consummate, a Business Combination

Our 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.

We may not hold a stockholder

vote to approve our initial Business Combination unless the 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 reasons.

required by applicable law, the decision as to whether we will seek stockholder approval of a proposed Business Combination or

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

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

us to seek stockholder approval under stock exchange listing requirements.

Accordingly, we may complete our initial Business Combination

even if holders of a majority of our public shares do not approve of the Business Combination we complete.

If we seek stockholder approval of

our initial Business Combination, our Sponsor, officers and directors have agreed to vote their shares in favor of such initial

Business Combination, regardless of how our public stockholders vote.

Our Sponsor, officers

and directors have agreed to vote any founder shares and any public shares held by them in favor of our initial Business Combination.

As a result, in addition to their founder shares, we would need only 10,350,001, or approximately 37.5% (assuming all outstanding

shares are voted), of the 27,600,000 public shares sold in the Initial Public Offering to be voted in favor of a transaction in

order to have our initial Business Combination approved.

However, because we generally only need a majority of the outstanding

shares to be voted in favor of a proposed Business Combination to have such transaction approved, the number of public shares needed

to be voted in favor of any transaction decreases as the overall number of public shares voted decreases.

Accordingly, we would

need only 1,725,001, or approximately 6.25%, of the 27,600,000 public shares sold in the Initial Public Offering to be voted in

favor of a transaction if only the minimum number of shares representing a quorum are voted in order to have our initial Business

Combination approved.

In addition, as a result of the founder shares and Private Placement Warrants that our Direct Anchor Investors

may hold (directly or indirectly), they may have different interests with respect to a vote on an initial Business Combination

than other public stockholders.

Our initial stockholders own shares representing at least 20.0% of our outstanding shares of common

stock immediately following the completion of the Initial Public Offering.

Accordingly, if we seek stockholder approval of our

initial Business Combination, it is more likely that the necessary stockholder approval will be received than would be the case

if our Sponsor, officers and directors agreed to vote their founder shares in accordance with the majority of the votes cast by

our public stockholders.

Your only opportunity to affect the

investment decision regarding a potential Business Combination will be limited to the exercise of your right to redeem your shares

from us for cash, unless we seek stockholder approval of the Business Combination.

Since our board of

directors may complete a Business Combination without seeking stockholder approval, public stockholders may not have the right

or opportunity to vote on the Business Combination.

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

in connection with the consummation of an initial Business Combination.

The ability of our public stockholders

to redeem their shares for cash may make our financial condition unattractive to potential target businesses, which may make it

difficult for us to enter into a Business Combination with a target.

We may seek to enter

into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a

minimum net worth or a certain amount of cash.

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

able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination.

we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either

immediately prior to or upon consummation of our initial Business Combination and after payment of underwriters’

commissions (so that we do not then become subject to the SEC’s “penny stock”

rules) or any greater net tangible

asset or cash requirement which may be contained in the agreement relating to our initial Business Combination.

Consequently, if

accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 immediately

prior to or upon completion of our initial Business Combination or such greater amount necessary to satisfy a closing condition,

each as described above, we would not proceed with such redemption and the related Business Combination and may instead search

for an alternate Business Combination.

Prospective targets will be aware of these risks and, thus, may be reluctant to enter into

a Business Combination transaction with us.

The 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, if at all, or optimize our capital structure.

At 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

is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion

of the cash in the Trust Account or arrange for third-party financing.

Raising additional third-party financing may involve dilutive

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

The above considerations may limit our ability

to complete the most desirable Business Combination available to us or optimize our capital structure.

The amount of the deferred

underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a

Business Combination.

The per-share amount we will distribute to stockholders who properly exercise their redemption rights will

not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming

stockholders will reflect our obligation to pay the deferred underwriting commissions.

The 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.

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, 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.

Risks Relating to our Search for, Consummation of or Inability to Consummate, a Business Combination

Our Public Stockholders may not be afforded an opportunity to vote on our 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.

We may not hold a stockholder vote to approve our initial Business Combination unless the 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 reasons.

Except as required by applicable law, the decision as to whether we will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval under stock exchange listing requirements.

Accordingly, we may complete our initial Business Combination even if holders of a majority of our Public Shares do not approve of the Business Combination we complete.

If we seek stockholder approval of our initial Business Combination, our Sponsor, officers and directors have agreed to vote their shares in favor of such initial Business Combination, regardless of how our Public Stockholders vote.

Our Sponsor, officers and directors have agreed to vote any Founder Shares and any Public Shares held by them in favor of our initial Business Combination.

As a result, in addition to their Founder Shares, we would need only 10,350,001, or approximately 37.5% (assuming all outstanding shares are voted), of the 27,600,000 Public Shares sold in the Initial Public Offering to be voted in favor of a transaction in order to have our initial Business Combination approved.

However, because we generally only need a majority of the outstanding shares to be voted in favor of a proposed Business Combination to have such transaction approved, the number of Public Shares needed to be voted in favor of any transaction decreases as the overall number of Public Shares voted decreases.

Accordingly, we would need only 1,725,001, or approximately 6.25%, of the 27,600,000 Public Shares sold in the Initial Public Offering to be voted in favor of a transaction if only the minimum number of shares representing a quorum are voted in order to have our initial Business Combination approved.

In addition, as a result of the Founder Shares and Private Placement Warrants that our Direct Anchor Investors may hold (directly or indirectly), they may have different interests with respect to a vote on an initial Business Combination than other Public Stockholders.

Our initial stockholders own shares representing at least 20.0% of our outstanding shares of common stock immediately following the completion of the Initial Public Offering.

Accordingly, if we seek stockholder approval of our initial Business Combination, it is more likely that the necessary stockholder approval will be received than would be the case if our Sponsor, officers and directors agreed to vote their Founder Shares in accordance with the majority of the votes cast by our Public Stockholders.

Your only opportunity to affect the investment decision regarding a potential Business Combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the Business Combination.

Since our board of directors may complete a Business Combination without seeking stockholder approval, Public Stockholders may not have the right or opportunity to vote on the Business Combination.

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 in connection with the consummation of an initial Business Combination.

The ability of our Public Stockholders to redeem their shares for cash may make our financial condition unattractive to potential target businesses, which may make it difficult for us to enter into a Business Combination with a target.

We may seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

If too many Public Stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination.

Furthermore, we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial Business Combination and after payment of underwriters’ fees and commissions (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial Business Combination.

Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 immediately prior to or upon completion of our initial Business Combination or such greater amount necessary to satisfy a closing condition, each as described above, we would not proceed with such redemption and the related Business Combination and may instead search for an alternate Business Combination.

Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.

The 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, if at all, or optimize our capital structure.

At 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 is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing.

Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

The above considerations may limit our ability to complete the most desirable Business Combination available to us or optimize our capital structure.

The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a Business Combination.

The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred

underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.

The 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.

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, 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;

however, 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.

The requirement that we complete

our initial Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating

a Business Combination and may limit the time we have in which to conduct due diligence on potential target businesses, in particular

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.

Any potential target

business with which we enter into negotiations concerning a Business Combination will be aware that we must complete our initial

Business Combination within 18 months from the closing of the Initial Public Offering.

Consequently, such target business

may obtain leverage over us in negotiating a 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.

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

In addition, we may have limited time to conduct

due diligence.

As a result, we may be forced to enter into an agreement for an initial Business Combination on terms that we would

have rejected had we had more time to complete a transaction.

We may not be able to complete our

initial Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose

of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.10

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

Our certificate of

incorporation provides that we must complete our initial Business Combination within 18 months from the closing of the Initial

Public Offering.

We may not be able to find a suitable target business and complete our initial Business Combination within such

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.

If we have not completed our initial Business

Combination within such time period or during any Extension 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);

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 in each case to our obligations under Delaware law to provide for claims of creditors

and the requirements of other applicable law.

In such case, our public stockholders may only receive $10.10 per share, and our

warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.10 per share on the

redemption of their shares.

See “—If third parties bring claims against us, the proceeds held in the Trust Account

could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share”

risk factors in this section.

If we are unable to

complete an initial Business Combination within the 18-month period, we may seek an amendment to our certificate of incorporation

to extend the period of time we have to complete an initial Business Combination beyond 18 months.

Our certificate of incorporation

will require that such an amendment be approved by holders of at least 65% of our outstanding common stock.

Our search for a Business Combination,

and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the

recent coronavirus (COVID-19) outbreak and other events, and the status of debt and equity markets.

In December 2019,

a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout the world, including

the United States.

On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19)

a “Public Health Emergency of International Concern.”

On January 31, 2020, the U.S.

Health and Human Services

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

healthcare community in responding to COVID-19,

and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.”

The COVID-19 outbreak

has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious

diseases) could adversely affect, 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 concerns relating to COVID-19 continue to 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

events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive

period of time, our ability to consummate a Business Combination, or the operations of a target business with which we ultimately

consummate a Business Combination, may be materially adversely affected.

In addition, our ability

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

and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including

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

to us or at all.

If we seek stockholder approval of

our initial Business Combination, our initial stockholders, directors, officers, advisors or their affiliates may enter into certain

transactions, including purchasing shares or warrants from the public, which may influence the outcome of a proposed Business Combination

and reduce the public “float”

of our securities.

If we seek stockholder

approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination

pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors 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.

Such a purchase may

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

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

In the event that our initial stockholders, directors,

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

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

their shares.

Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws

(including with respect to material nonpublic information), our initial stockholders, directors, officers, advisors or their affiliates

may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public

shares in favor of our initial Business Combination or not redeem their public shares.

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.

purpose of any such transaction could be to (1) vote such shares in favor of the initial Business Combination and thereby

increase the likelihood of obtaining stockholder approval of the initial Business Combination, (2) 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 or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum

net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement

would otherwise not be met.

This may result in the completion of our initial Business Combination that may not otherwise have been

In addition, if such

purchases are made, the public “float”

of our Class A common stock or 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.

If 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.

We will comply with

the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination.

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, the tender offer documents or proxy

materials, as applicable, that we will furnish to holders of our public shares in connection with our initial Business Combination

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

if we hold a stockholder meeting to approve a transaction, we may require our public stockholders seeking to exercise their redemption

rights, whether they are record holders or hold their shares in “street name,”

to either tender their certificates

to our transfer agent up to two business days prior to the vote on the proposal to approve the Business Combination 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,

its shares may not be redeemed.

You are not entitled to protections

normally afforded to investors of many other blank check companies.

Because we had net

tangible assets in excess of $5,000,000 upon the successful completion of the Initial Public Offering and the Private Placement

and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated

by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors are not afforded the benefits

or protections of those rules.

Among other things, this means we will have a longer period of time to complete our initial Business

Combination than do companies subject to Rule 419.

Moreover, if the Initial Public Offering were subject to Rule 419,

that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds

in the Trust Account were released to us in connection with our completion of an initial Business Combination.

If we seek stockholder approval of

our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”

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

shares in excess of 15% of our Class A common stock.

If we seek stockholder

approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination

pursuant to the tender offer rules, our certificate of incorporation will provide that a public stockholder, together with any

affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate

of 15% of the shares sold in the Initial Public Offering, without our prior consent.

However, our certificate of incorporation

does not restrict our stockholders’

ability to vote all of their shares (including Excess Shares) for or against our initial

Business Combination.

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

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

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

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

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

Because 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

$10.10 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will

expire worthless.

We expect to encounter

intense competition from other entities having a business objective similar to ours, including private investors (which may be

individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing

for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive

experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to

various industries.

Many of these competitors possess greater technical, human and other resources or more local industry knowledge

than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering

and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses

that are sizable will be limited by our available financial resources.

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.

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

favorably by target businesses.

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

Business Combination.

If we are unable to complete our initial Business Combination, our public stockholders may receive only approximately

$10.10 per share on the liquidation of our Trust Account and our warrants will expire worthless.

In certain circumstances, our

public stockholders may receive less than $10.10 per share upon our liquidation.

See “—If third parties bring claims

against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders

may be less than $10.10 per share”

and other risk factors in this section.

As the number of special purpose

acquisition companies increases, there may be more competition to find an attractive target for an initial Business Combination.

This could increase the costs associated with completing our initial Business Combination and may result in our inability to find

a suitable target for our initial Business Combination.

In recent years, the

number of special purpose acquisition companies that have been formed has increased substantially.

Many companies have entered

into Business Combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies

seeking targets for their initial Business Combination, as well as many additional special purpose acquisition companies currently

in registration.

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

to identify a suitable target for an initial Business Combination.

In 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 a suitable target for and/or complete our initial Business Combination.

Changes 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

In recent months, the

market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to

us and our management team.

Fewer 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.

may continue into the future.

The increased cost

and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us

to negotiate and complete 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

and/or accept less favorable terms.

Furthermore, 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.

In addition, after

completion of any initial Business Combination, our directors and officers could be subject to potential liability from claims

arising from conduct alleged to have occurred prior to such 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

If third parties bring claims against

us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be

less than $10.10 per share.

Our placing of funds

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

Although we will seek to have all vendors,

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

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

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

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

claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an 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.

Making such a request of potential

target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse

to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

Our independent registered

public accounting firm will not execute agreements with us waiving such claims to the monies held in the Trust Account, nor will

the underwriters of the Initial Public Offering.

Examples of possible

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

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

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

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

or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any

Upon redemption of our public shares, if we have not completed 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 $10.10 per share initially

held in the Trust Account, due to claims of such creditors.

Our Sponsor has agreed 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 by a prospective target business with which we have

discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per public

share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust

Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights

to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the Initial Public Offering

against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is

deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such

third-party claims.

We have not independently verified whether our Sponsor, which is a newly formed entity, has sufficient funds

to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company.

asked our Sponsor to reserve for such indemnification obligations.

Therefore, we believe it is unlikely our Sponsor would be able

to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available

for our initial Business Combination and redemptions could be reduced to less than $10.10 per public share.

In such event, we may

not be able to complete our initial Business Combination, and you would receive such lesser amount per public share in connection

with any redemption of your public shares.

None of our officers will indemnify us for claims by third parties including, without

limitation, claims by vendors and prospective target businesses.

Our independent 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.

In the event that the

proceeds in the Trust Account are reduced below the lesser of (i) $10.10 per public share or (ii) such lesser amount

per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value

of the trust assets, in each case net of the amount of 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.

While we currently

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

obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so

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 likely.

If our independent directors choose not to enforce

these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders

may be reduced below $10.10 per share.

The securities in which we invest

the proceeds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available

for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by public

stockholders may be less than $10.10 per share.

The proceeds held in

the Trust Account may only be invested in direct U.S.

government securities with a maturity of 185 days or less, or in certain

money market funds which invest only in direct U.S.

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.

The requirement that we complete our initial Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential target businesses, in particular 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.

Any potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete our initial Business Combination by June 17, 2022.

Consequently, such target business may obtain leverage over us in negotiating a 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 end of the timeframe described above.

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

As a result, we may be forced to enter into an agreement for an initial Business Combination on terms that we would have rejected had we had more time to complete a transaction.

In July 2021, the SEC charged a Special Purpose Acquisition Company (a “SPAC”) for misleading disclosures, which could have been corrected with more adequate due diligence and obtained substantial relief against the SPAC and its sponsor.

Although we will invest in due diligence efforts and commit management time and resources to such efforts, there can be no assurance that our due diligence will unveil all potential issues with a target business and that we or our Sponsor will not become subject to regulatory actions related to such efforts.

We may not be able to complete our initial Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our amended and restated certificate of incorporation provides that we must complete our initial Business Combination by June 17, 2022.

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 equity and debt markets and the other risks described herein.

If we have not completed our initial Business Combination within such time period or during any extended time that we have to consummate a Business Combination beyond 18 months as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an “Extension 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);

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

In such case, our Public Stockholders may only receive $10.10 per share, and our warrants will expire worthless.

In certain circumstances, our Public Stockholders may receive less than $10.10 per share on the redemption of their shares.

See “—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share” and other risk factors in this section.

If we are unable to complete an initial Business Combination within the 18-month period, we may seek an amendment to our certificate of incorporation to extend the period of time we have to complete an initial Business Combination beyond 18 months.

Our amended and restated certificate of incorporation will require that such an amendment be approved by holders of at least 65% of our outstanding common stock.

Our search for a Business Combination, and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the COVID-19 pandemic and other events, and the status of debt and equity markets.

The COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters, global hostilities, or a significant outbreak of other infectious diseases) could adversely affect, 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 concerns relating to COVID-19 or other events 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 and perceptions to COVID-19 and its variants and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters, or a significant outbreak of other infectious diseases) continue for a prolonged period of time, our ability to consummate a Business Combination, or the operations of a target business with which we ultimately consummate a Business Combination, may be materially adversely affected.

In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

Finally, the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.

If we seek stockholder approval of our initial Business Combination, our initial stockholders, directors, officers, advisors or their affiliates may enter into certain transactions, including purchasing shares or warrants from Public Stockholders and warrant holders, which may influence the outcome of a proposed Business Combination and reduce the public “float” of our securities.

If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors 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.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our initial stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our initial stockholders, directors, officers, advisors, or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public Shares.

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.

The purpose of any such transaction could be to (1) vote such shares in favor of the initial Business Combination and thereby increase the likelihood of obtaining stockholder approval of the initial Business Combination, (2) 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 or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met.

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

In addition, if such purchases are made, the public “float” of our Class A common stock or 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.

If 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.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination.

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, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will describe the various procedures that must be complied with in order to validly tender or redeem Public Shares.

For example, if we hold a stockholder meeting to approve a transaction, we may require our Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent up to two business days prior to the vote on the proposal to approve the Business Combination 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, its shares may not be redeemed.

You are not entitled to protections normally afforded to investors of many other blank check companies.

We are exempt from certain rules promulgated by the SEC related to certain blank check companies, such as Rule 419.

Accordingly, investors are not afforded the benefits or protections of those rules.

Among other things, this means we will have a longer period of time to complete our initial Business Combination than do companies subject to Rule 419.

Moreover, if the Initial Public Offering was subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial Business Combination.

If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.

If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, without our prior consent.

However, our amended and restated certificate of incorporation does not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial Business Combination.

Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

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

And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.

Because 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 $10.10 per share on our redemption of our Public Shares, or less than such amount in certain circumstances, and our warrants will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess greater technical, human, and other resources or more local 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 the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.

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.

Additionally, our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by target businesses.

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

If we are unable to complete our initial Business Combination, our Public Stockholders may receive only approximately $10.10 per share on the liquidation of our Trust Account and our warrants will expire worthless.

In certain circumstances, our Public Stockholders may receive less than $10.10 per share upon our liquidation.

As the number of SPACs increases, there may be more competition to find an attractive target for an initial Business Combination.

This could increase the costs associated with completing our initial Business Combination and may result in our inability to find a suitable target for our initial Business Combination and/or complete our initial Business Combination.

In recent years, the number of SPACs that have been formed has increased substantially.

Many companies have entered into Business Combinations with SPACs, and there are still many SPACs seeking targets for their initial Business Combination, as well as many additional special purpose acquisition companies currently in registration.

As a result, at times, fewer attractive targets may be available, and it may require more time, effort, and resources to identify a suitable target for an initial Business Combination and/or complete our initial Business Combination.

In 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 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 a suitable target for and/or complete our initial Business Combination.

If the funds not being held in the Trust Account are insufficient to allow us to operate for at least the 18 months following the closing of the Initial Public Offering, we may be unable to complete our initial Business Combination.

The funds available to us outside of the Trust Account may not be sufficient to allow us to operate for at least the 18 months following the closing of the Initial Public Offering, assuming that our initial Business Combination is not completed during that time.

We have incurred, and expect to continue to incur, significant costs in pursuit of our acquisition plans.

Management’s plans to address this need for capital through potential loans from certain of our affiliates are discussed in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses.

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

Of the funds available to us, we could use a portion of the funds 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 Business Combination, although we do not have any current intention to do so.

If we enter into a letter of intent or merger agreements 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 have not completed our initial Business Combination within the required time period, our Public Stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

Changes 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.

Recently, the market for directors and officers’ liability insurance for SPACs has changed in ways adverse to us and our management team.

Fewer 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.

These trends may continue into the future.

The increased cost and decreased availability of directors and officers’ liability insurance could make it more difficult and more expensive for us to negotiate and complete 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 and/or accept less favorable terms.

Furthermore, 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.

In addition, after completion of any initial Business Combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to such 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.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share.

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

Although we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an 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.

Making such a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

Our independent registered public accounting firm will not execute agreements with us waiving such claims to the monies held in the Trust Account, nor will the underwriters of the Initial Public Offering.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

Upon redemption of our Public Shares, if we have not completed 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 $10.10 per share initially held in the Trust Account, due to claims of such creditors.

Our Sponsor has agreed 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 by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such third-party claims.

We have not independently verified whether our Sponsor, which is a newly formed entity, has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company.

We have not asked our Sponsor to reserve for such indemnification obligations.

Therefore, we believe it is unlikely our Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available for our

initial Business Combination and redemptions could be reduced to less than $10.10 per public share.

In such event, we may not be able to complete our initial Business Combination, and you would receive such lesser amount per public share in connection with any redemption of your Public Shares.

None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our independent 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.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of 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.

While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so 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 likely.

If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Stockholders may be reduced below $10.10 per share.

The securities in which we invest the proceeds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by Public Stockholders may be less than $10.10 per share.

The proceeds held in the Trust Account may only be invested in direct U.S.

government securities with a maturity of 185 days or less, or in certain money market funds which invest only in direct U.S.

Treasury obligations.

While short-term U.S.

government treasury obligations

currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years.

Central banks

in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve

has not ruled out the possibility that it may in the future adopt similar policies in the United States.

In the event of very low

or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced.

event that we are unable to complete our initial Business Combination, our public stockholders are entitled to receive their share

of the proceeds held in the Trust Account, plus any interest income.

If the balance of the Trust Account is reduced below $242,400,000

as a result of negative interest rates, the amount of funds in the Trust Account available for distribution to our public stockholders

may be reduced below $10.10 per share.

If, after we distribute the proceeds

in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of

punitive damages.

If, after we distribute

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

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

and/or bankruptcy laws as either a “preferential transfer”

or a “fraudulent conveyance.”

As a result, a

bankruptcy court could seek to recover 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, by paying public stockholders

from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

If, before distributing the proceeds

in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, the 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 reduced.

If, before distributing

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

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

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

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

in connection with our liquidation may be reduced.

If we are deemed to be an investment

company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities

may be restricted, which may make it difficult for us to complete our initial Business Combination.

If we are deemed to

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

government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States.

In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced.

In the event that we are unable to complete our initial Business Combination, our Public Stockholders are entitled to receive their share of the proceeds held in the Trust Account, plus any interest income.

If the balance of the Trust Account is reduced below $242,400,000 as a result of negative interest rates, the amount of funds in the Trust Account available for distribution to our Public Stockholders may be reduced below $10.10 per share.

Negative interest rates could also reduce the amount of funds we have available to complete our initial Business Combination.

If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or 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.

If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or 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 liquidator 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, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or 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 reduced.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties

with priority over the claims of our stockholders.

To the extent any liquidation 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.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.

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

● restrictions on the nature of our investments;

restrictions on the issuance of securities, each of which may make it difficult for us to complete

our initial Business Combination.

In addition, we may have imposed upon us

burdensome requirements, including:

● restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination.

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

● registration as an investment company with the SEC;

● adoption of a specific form of corporate structure;

reporting, record keeping, voting, proxy and disclosure requirements and compliance with other

rules and regulations that we are currently not subject to.

In 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 of 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.

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

In 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 of 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 a Business Combination and thereafter to operate the post-transaction business or assets for the long term.

not 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.

We do not believe that our anticipated principal activities will subject us to the Investment

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

Our business will be to identify and complete a Business Combination and thereafter to operate the post-transaction business or assets for the long term.

We do not 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.

We 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

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

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.

The Trust Account is intended as a holding place for funds pending the earliest to occur of:

(i) the completion of an

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 to redeem 100% of our public shares if we do not complete our initial Business

Combination within 18 months from the closing of the Initial Public Offering or (B) with respect to any other provisions

relating to stockholders’

rights or pre-initial Business Combination activity;

and (iii) absent a Business Combination,

our return of the funds held in the Trust Account to our public stockholders as part of our redemption of the public shares.

who do not exercise their rights to the funds in connection with an amendment to our certificate of incorporation would still have

rights to the funds in connection with a subsequent Business Combination.

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 a Business Combination.

If we are unable to complete our initial Business Combination, our public stockholders

may receive only approximately $10.10 per share on the liquidation of our Trust Account and our warrants will expire worthless.

(i) the completion of an initial Business Combination;

(ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within 18 months from the closing of the Initial Public Offering (June 17, 2022) or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity;

and (iii) absent a Business Combination, 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 a Business Combination.

In certain circumstances, our Public Stockholders may receive less than $10.10 per share on the redemption of their shares.

“—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share

redemption amount received by stockholders may be less than $10.10 per share”

and other risk factors in this section.

Changes in laws or regulations, or

a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws

and regulations enacted by national, regional and local governments.

In particular, we are required to comply with certain SEC

and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming

Those laws and regulations and their interpretation and application may also change from time to time and those changes

could have a material adverse effect on our business, investments and results of operations.

In addition, a failure to comply with

applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our

ability to negotiate and complete our initial Business Combination, and results of operations.

Our 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.

Under the DGCL, stockholders

may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

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

in the event we do not complete our initial Business Combination within the required time period may be considered a liquidating

distribution under Delaware law.

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

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

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

an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders

with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim

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

of the dissolution.

However, it is our intention to redeem our public shares as soon as reasonably possible following the 18th month

from the closing of the Initial Public Offering (or the end of any Extension Period) in the event we do not complete our initial

Business Combination and, therefore, we do not intend to comply with the foregoing procedures.

Because we 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 the required time

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

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

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

We may not hold an annual meeting

of stockholders until after the consummation of our initial Business Combination, which could delay the opportunity for our stockholders

to elect directors.

In 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 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) of the DGCL.

Until we hold an annual meeting of stockholders, public stockholders

may not be afforded the opportunity to discuss company affairs with management.

In addition, prior to our Business Combination

(a) as holders of our Class A common stock, our public stockholders will not have the right to vote on the appointment

of our directors and (b) holders of a majority of the outstanding shares of our Class B common stock may remove a member

of our board of directors for any reason.

The 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.

At or after the time

of our initial Business Combination, our initial stockholders and their permitted transferees can demand that we register the resale

of their founder shares, after those shares convert to shares of our Class A common stock.

In addition, holders of our Private

Placement Warrants and their permitted transferees can demand that we register the resale of the Private Placement Warrants and

the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, and holders of warrants that

may be issued upon conversion of working capital loans may demand that we register the resale of such warrants or the Class A

common stock issuable upon exercise of such warrants.

Changes in laws or regulations, or how such laws or regulations are interpreted or applied or a failure to comply with any laws or regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments.

In particular, we are required to comply with certain SEC and other legal requirements, our Business Combination may be contingent on our ability to comply with certain laws and regulations and any post-Business Combination company may be subject to additional laws and regulations.

Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time, including as a result of changes in economic, political, social and government policies and those changes could have a material adverse effect on our business, investments and results of operations.

In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.

Our 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.

Under the Delaware General Corporation Law, or the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

The pro rata portion of our Trust Account distributed to our Public Stockholders upon the redemption of our Public Shares in the event we do not complete our initial Business Combination within the required time period may be considered a liquidating distribution under Delaware law.

If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

However, it is our intention to redeem our Public Shares as soon as reasonably possible following the 18th month from the closing of the Initial Public Offering (or the end of any Extension Period) in the event we do not complete our initial Business Combination and, therefore, we do not intend to comply with the foregoing procedures.

Because we 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 the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

If we have not completed our initial Business Combination within the allotted time period, our Public Stockholders may be forced to wait beyond such allotted time period before redemption from our Trust Account.

If we have not completed our initial Business Combination by June 17, 2022 or during any Extension Period, we will distribute 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 fund our working capital requirements, subject to an annual limit of $165,000, and/or to pay our taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our Public Stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein.

Any redemption of Public Stockholders from the Trust Account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up.

If we are required to windup, liquidate the Trust Account, and distribute such amount therein, pro rata, to our Public Stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the DGCL.

In that case, investors may be forced to wait

beyond the allotted time period before the redemption proceeds of our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account.

We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial Business Combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where investors have properly sought to redeem their shares of Class A common stock.

Only upon our redemption or any liquidation will public stockholders be entitled to distributions if we have not completed our initial Business Combination within the required time period and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto.

We 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.

In 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 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) of the DGCL.

Until we hold an annual meeting of stockholders, Public Stockholders may not be afforded the opportunity to discuss company affairs with management.

In addition, prior to our Business Combination (a) as holders of our Class A common stock, our Public Stockholders will not have the right to vote on the appointment of our directors and (b) holders of a majority of the outstanding shares of our Class B common stock may remove a member of our board of directors for any reason.

The 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.

Pursuant to a registration rights agreement entered into in connection with the Initial Public Offering, at or after the time of our initial Business Combination, our initial stockholders and their permitted transferees can demand that we register the resale of their Founder Shares, after those shares convert to shares of our Class A common stock.

In addition, holders of our Private Placement Warrants and their permitted transferees can demand that we register the resale of the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, and holders of warrants that may be issued upon conversion of Working Capital Loans may demand that we register the resale of such 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 to conclude.

This is because the shareholders 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 common stock owned by our initial stockholders, holders of our Private Placement Warrants

or holders of our working capital loans or their respective permitted transferees are registered for resale.

Because we are not limited to a particular

industry, sector or geographic area nor have we selected any specific target businesses with which to pursue our initial Business

Combination, you will be unable to ascertain the merits or risks of any particular target business’

We may seek to complete

our initial Business Combination with a target business in any industry, sector or geographic area.

However, we will not, under

our certificate of incorporation, be permitted to complete our initial Business Combination solely with another blank check company

or similar company with nominal operations.

Because we have not yet selected or approached any specific target business with respect

to a Business Combination, there is no basis to evaluate the possible merits or risks of any particular target business’s

operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we complete our initial

Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine.

if we combine with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be

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

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

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

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

those risks will adversely impact a target business.

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 to conclude.

This is because the stockholders of the target business may increase the equity stake, they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the common stock owned by our initial stockholders, holders of our Private Placement Warrants or holders of our Working Capital Loans or their respective permitted transferees are registered for resale.

Because we are not limited to a particular industry, sector or geographic area nor have we selected any specific target businesses with which to pursue our initial Business Combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.

We may seek to complete our initial Business Combination with a target business in any industry, sector or geographic area.

However, we will not, under our amended and restated certificate of incorporation, be permitted to complete our initial Business Combination solely with another blank check company or similar company with nominal operations.

Because we have not yet selected or approached any specific target business with respect to a Business Combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

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

For example, if we combine with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity.

Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all the significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We also cannot assure you that an investment in our securities will ultimately

prove to be more favorable to investors than a direct investment, if such opportunity were available, in a target business.

any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial Business Combination

could suffer a reduction in the value of their securities.

Such security holders are unlikely to have a remedy for such reduction

We may seek acquisition opportunities

in industries or sectors which may or may not be outside of our management’s area of expertise.

We will consider a

Business Combination outside of our management’s area of expertise if a Business Combination candidate is presented to us

and we determine that such candidate offers an attractive acquisition opportunity for our company.

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 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 the Initial Public Offering than a direct investment, if an opportunity were available,

in a Business Combination candidate.

In the event we elect to pursue an acquisition outside of the areas of our management’s

expertise, our management’s expertise may not be directly applicable to its evaluation or operation and 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 the significant risk factors.

Accordingly, any stockholders or warrant holders who

choose to remain a stockholder or warrant holder following our initial Business Combination could suffer a reduction in the value

of their securities.

Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial Business Combination could suffer a reduction in the value of their securities.

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

Although we have identified general

criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our 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.

Although we have identified

general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which

we enter into our 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 criteria and 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 listing requirements, or we decide to obtain stockholder approval for business or

other 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 guidelines.

If we are unable to complete our initial Business Combination, our

public stockholders may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation of our

Trust Account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.10

per share on the redemption of their shares.

See “—If third parties bring claims against us, the proceeds held in the

Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share”

and other risk factors in this section.

We may seek acquisition opportunities

with an early stage company, a private company, a financially unstable business or an entity lacking an established record of revenue

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

To the extent we complete

our initial Business Combination with an early stage company, 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.

These risks include investing in a business without a proven business model and with limited historical financial data, 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 the significant

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

Furthermore, some of these risks may be outside of our

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

We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.

We will consider a Business Combination outside of our management’s area of expertise if a Business Combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company.

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 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 the Initial Public Offering than a direct investment, if an opportunity were available, in a Business Combination candidate.

In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation and 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 the significant risk factors.

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

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our 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.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our 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 criteria and 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 listing requirements, or we decide to obtain stockholder approval for business or other 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 guidelines.

If we are unable to complete our initial Business Combination, our Public Stockholders may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

In certain circumstances, our Public Stockholders may receive less than $10.10 per share on the redemption of their shares.

We may seek acquisition opportunities with an early stage company, a private company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.

To the extent we complete our initial Business Combination with an early stage company, 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.

These risks include investing in a business without a proven business model and with limited historical financial data, 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 the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We may also seek to complete our initial Business Combination with a privately held company.

Very little public information generally

exists about private companies, and we could be required to make our decision on whether to pursue a potential initial Business

Combination on the basis of limited information, which may result in a Business Combination with a company that is not as profitable

as we suspected, if at all.

We may not obtain an opinion from

an independent valuation provider, and consequently, you may have no assurance from an independent source that our initial Business

Combination is fair to our company from a financial point of view.

Unless we complete

our Business Combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking

firm or from another independent entity that commonly renders valuation opinions that our initial Business Combination 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.

standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial Business

We may issue additional common stock

or preferred stock to complete our initial Business Combination or under an employee incentive plan after completion of our initial

Business Combination.

We may also issue shares of Class A common stock upon the conversion of the Class B common stock

at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions

contained in our certificate of incorporation.

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

Our certificate of

incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000

shares of Class B common stock, par value $0.0001 per share, and 2,000,000 shares of preferred stock, par value $0.0001 per

As of December 31, 2020, there were 172,400,000 and 13,100,000 authorized but unissued shares of Class A common stock

and Class B common stock, respectively, available for issuance, which amount does not take into account the shares of Class A

common stock reserved for issuance upon exercise of any outstanding warrants or the shares of Class A common stock issuable

upon conversion of Class B common stock.

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

We may engage the underwriters from our Initial Public Offering or any of their affiliates to provide additional services to us.

The underwriters are entitled to receive deferred commissions that will be released from the Trust Account only on a completion of an initial Business Combination.

These financial incentives may cause the underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering.

We may engage the underwriters from our Initial Public Offering or any of their affiliates to provide additional services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing.

We may pay the underwriters or any of their affiliate’s fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation.

The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial Business Combination.

The fact that the underwriters or any of their affiliates’ financial interests are tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial Business Combination.

We may not obtain an opinion from an independent valuation provider, and consequently, you may have no assurance from an independent source that our initial Business Combination is fair to our company from a financial point of view.

Unless we complete our Business Combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions that our initial Business Combination 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 solicitation or tender offer materials, as applicable, related to our initial Business Combination.

Any due diligence in connection with an initial Business Combination may not reveal all relevant considerations or liabilities of a target business, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

The due diligence undertaken with respect to a potential initial Business Combination may not reveal all relevant facts that may be necessary to evaluate such transaction or to formulate a business strategy.

Furthermore, the information provided during due diligence may not be adequate or accurate.

As part of the due diligence process, we will also make subjective judgments regarding the results of operations, financial condition and prospects of a potential initial Business Combination, and these judgments may be inaccurate.

Due diligence conducted in connection with an initial Business Combination may not result in the initial Business Combination being successful.

If the due diligence investigation fails to identify material information regarding an opportunity, or if we consider such material risks to be commercially acceptable relative to the opportunity, and we proceed with an initial Business Combination, our company may subsequently incur substantial impairment charges or other losses.

In addition, following an initial Business Combination, we may be subject to significant, previously undisclosed liabilities of the acquired business that were not identified during due diligence and which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may issue additional common stock or preferred stock to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination.

We may also issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation.

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

Our amended and restated certificate of incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 2,000,000 shares of preferred stock, par value $0.0001 per share.

As of December 31, 2021, there were 100,000,000 and 10,000,000 authorized but unissued shares of Class A common stock and Class B common stock, respectively, available for issuance, which amount does not take into account the shares of Class A common stock reserved for issuance upon exercise of any outstanding warrants or the shares of Class A common stock issuable upon conversion of Class B common stock.

As of December 31, 2021, there were no shares of preferred stock issued and outstanding.

Shares of Class B common stock are convertible into shares of our Class A common stock initially at a one-for-one ratio

but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A common stock or

equity-linked securities related to our initial Business Combination.

We may issue a substantial

number of additional shares of common or preferred stock to complete our initial Business Combination (including pursuant to a

specified future issuance) or under an employee incentive plan after completion of our initial Business Combination.

issue shares of Class A common stock to redeem the warrants or upon conversion of the Class B common stock at a ratio

greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in

our certificate of incorporation.

Shares of Class B common stock are convertible into shares of our Class A common stock initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A common stock or equity-linked securities related to our initial Business Combination.

We may issue a substantial number of additional shares of common or preferred stock to complete our initial Business Combination (including pursuant to a specified future issuance) or under an employee incentive plan after completion of our initial Business Combination.

We may also issue shares of Class A common stock to redeem the warrants or upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation.

Our Class B common stock shall only be convertible at the time of our initial Business Combination.

However, our certificate of incorporation will provide, among other things, that prior to our initial Business Combination, we

may not issue additional securities that would entitle the holders thereof, to (1) receive funds from the Trust Account or

(2) vote as a class with our public shares (a) on any initial Business Combination or (b) to approve an amendment

to our certificate of incorporation.

The restriction on issuing additional shares of capital stock described in the prior sentence

will expire upon consummation of our initial Business Combination.

However, our amended and restated certificate of incorporation will provide, among other things, that prior to our initial Business Combination, we may not issue additional securities that would entitle the holders thereof, to (1) receive funds from the Trust Account or (2) vote as a class with our Public Shares (a) on any initial Business Combination or (b) to approve an amendment to our amended and restated certificate of incorporation.

The restriction on issuing additional shares of capital stock described in the prior sentence will expire upon consummation of our initial Business Combination.

The issuance of additional shares of common or preferred stock:

may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution

would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares

on a greater than one-to-one basis upon conversion of the Class B common stock;

may subordinate the rights of holders of our common stock if preferred stock is issued with rights

senior to those afforded our common stock;

could cause a change of control if a substantial number of shares of our common stock is issued, which

may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation

or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the stock ownership

or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our Units, Class A common stock and/or

● may significantly dilute the equity interest of public investors, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock;

● may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;

● could cause a change of control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

● may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;

● may adversely affect prevailing market prices for our Units, Class A common stock and/or warrants;

● may not result in adjustment to the exercise price of our warrants.

Our initial Business Combination

or reincorporation may result in taxes imposed on stockholders or warrant holders.

We may, subject to

requisite stockholder approval by special resolution under the DGCL, effect a Business Combination with a target company in another

jurisdiction, reincorporate in the jurisdiction in which the target company or business is located, or reincorporate in another

jurisdiction.

Such transactions may result in tax liability for a stockholder or warrant holder in the jurisdiction in which the

stockholder or warrant holder is a tax resident (or in which its members are resident if it is a tax transparent entity), in which

the target company is located, or in which we reincorporate.

In the event of a reincorporation pursuant to our initial Business

Combination, such tax liability may attach prior to any consummation of redemptions.

We do not intend to make any cash distributions

to pay such taxes.

Resources could be wasted in researching

acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge

with another business.

If we are unable to complete our initial Business Combination, our public stockholders may receive only

approximately $10.10 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and

our warrants will expire worthless.

We anticipate that

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

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

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.

Any such event

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

and acquire or merge with another business.

If we are unable to complete our initial Business Combination, our public stockholders

may receive only approximately $10.10 per share on the liquidation of our Trust Account and our warrants will expire worthless.

Our initial Business Combination or reincorporation may result in taxes imposed on stockholders or warrant holders.

We may, subject to requisite stockholder approval by special resolution under the DGCL, effect a Business Combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which the target company or business is located, or reincorporate in another jurisdiction.

Such transactions may result in tax liability for a stockholder or warrant holder in the jurisdiction in which the stockholder or warrant holder is a tax resident (or in which its members are resident if it is a tax transparent entity), in which the target company is located, or in which we reincorporate.

In the event of a reincorporation pursuant to our initial Business Combination, such tax liability may attach prior to any consummation of redemptions.

We do not intend to make any cash distributions to pay such taxes.

Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

If we are unable to complete our initial Business Combination, our Public Stockholders may receive only approximately $10.10 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, and others.

If we decide not to complete a specific 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.

Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

In certain circumstances, our Public Stockholders may receive less than $10.10 per share on the redemption of their shares.

“—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share

redemption amount received by stockholders may be less than $10.10 per share”

and other risk factors in this section.

Since our Sponsor, officers and directors

will lose their entire investment in us if our Business Combination is not completed, a conflict of interest may arise in determining

whether a particular target business is appropriate for our initial Business Combination.

Our initial stockholders

hold 6,900,000 founder shares as of the date of this Annual Report, including 6,150,000 held by our Sponsor.

The founder shares

will be worthless if we do not complete an initial Business Combination.

In addition, our Sponsor and Direct Anchor Investors purchased

an aggregate of 10,280,000 Private Placement Warrants, each exercisable for one share of our Class A common stock at $11.50

per share, subject to adjustment, for a purchase price in the aggregate of approximately $10,280,000, or $1.00 per warrant, that

will also be worthless if we do not complete our initial Business Combination within the allocated time period.

In addition, we may

obtain loans from our initial stockholders, officers, directors, or their affiliates.

The personal and financial interests of our

officers and directors may influence their motivation in identifying and selecting a target Business Combination, completing an

initial Business Combination and influencing the operation of the business following the initial Business Combination.

may become more acute as the deadline for completing our initial Business Combination nears.

We may issue notes or other debt

securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and

financial condition and thus negatively impact the value of our stockholders’

investment in us.

We may choose to incur

substantial debt to complete our initial Business Combination.

We have agreed that we will not incur any indebtedness unless we

have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust

See “—If third

parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share” and other risk factors in this section.

We may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, directors or officers which may raise potential conflicts of interest.

In light of the involvement of our Sponsor, directors and officers with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, directors and officers.

Certain of our directors and officers also serve as officers and board members for other entities, including those described under “Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of Interest.” Such entities, including the Other Existing Reinvent SPACs, may compete with us for Business Combination opportunities.

Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a Business Combination and such transaction was approved by a majority of our independent and disinterested directors.

Despite our agreement that we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business we are seeking to acquire, regarding the fairness to our company from a financial point of view of a Business Combination with one or more businesses affiliated with our Sponsor, directors or officers, potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous to our Public Stockholders as they would be absent any conflicts of interest.

Since our Sponsor, officers and directors will lose their entire investment in us if our Business Combination is not completed, a conflict of interest may arise in determining whether a particular target business is appropriate for our initial Business Combination.

Our initial stockholders hold 6,900,000 Founder Shares as of the date of this Annual Report, including 6,150,000 held by our Sponsor.

The Founder Shares will be worthless if we do not complete an initial Business Combination.

In addition, our Sponsor and Direct Anchor Investors purchased an aggregate of 10,280,000 Private Placement Warrants, each exercisable for one share of our Class A common stock at $11.50 per share, subject to adjustment, for a purchase price in the aggregate of approximately $10,280,000, or $1.00 per warrant, that will also be worthless if we do not complete our initial Business Combination within the allocated time period.

In addition, we may obtain loans from our initial stockholders, officers, directors, or their affiliates.

The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target Business Combination, completing an initial Business Combination and influencing the operation of the business following the initial Business Combination.

This risk may become more acute as the deadline for completing our initial Business Combination nears.

The value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our shares of common stock at such time is substantially less than $10.00 per share.

Our Sponsor has invested in us an aggregate of $10,305,000, comprised of the $25,000 purchase price for the Founder Shares and the $10,280,000 purchase price for the Private Placement Warrants.

Assuming a trading price of $10.00 per share upon consummation of our initial Business Combination, the 6,900,000 Founder Shares would have an aggregate implied value of $69,000,000.

Even if the trading price of our shares of common stock were as low as $1.50 per share, and the Private Placement Warrants were worthless, the value of the Founder Shares would be equal to the Sponsor’s initial investment in us.

As a result, our Sponsor is likely to be able to make a substantial profit on its investment in us at a time when our Public Shares have lost significant value and our warrants are worthless.

Accordingly, our management team, some of whom own interests in our Sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our Sponsor had paid the same per share price for the Founder Shares as our Public Stockholders paid for their Public Shares.

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

We may choose to incur substantial debt to complete our initial Business Combination.

We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account.

As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account.

Nevertheless,

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

default and foreclosure on our assets if our operating revenues after an initial Business Combination

are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest

payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a

waiver or renegotiation of that covenant;

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

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

our ability to obtain such financing while the debt is outstanding;

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

● default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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

● our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

● our inability to pay dividends on our common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will

reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures

and acquisitions, and fund other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the

industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions

and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, and execution of our strategy;

● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

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

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

● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;

● other purposes and other disadvantages compared to our competitors who have less debt.

We may only be able to complete one

Business Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will

cause us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification

may negatively impact our operations and profitability.

We may complete our

initial Business Combination with a single target business or multiple target businesses simultaneously or within a short period

However, we may not be able to complete

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 initially intend to focus our search for an initial Business Combination in a single

We may only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification may negatively impact our operations and profitability.

We may complete 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 complete 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 financial, 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 initially intend to focus our search for an initial Business Combination in a single industry.

Accordingly, the prospects for our success may be:

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

dependent upon the development or market acceptance of a single or limited number of products,

processes or services.

This lack of diversification

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

We 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.

If we determine to

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

our purchase of its business is contingent on the simultaneous closings of the other Business Combinations, which may make it more

difficult for us, and delay our ability, to complete our 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.

We may attempt to complete our initial

Business Combination with a private company about which little information is available, which may result in a Business Combination

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

In pursuing our acquisition

strategy, we may seek to complete our initial Business Combination with a privately held company.

Very little public information

generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial

Business Combination on the basis of limited information, which may result in a Business Combination with a company that is not

as profitable as we suspected, if at all.

We do not have a specified maximum

redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete our initial Business Combination

with which a substantial majority of our stockholders do not agree.

Our certificate of

incorporation will not provide a specified maximum redemption threshold, except that we will only redeem our public shares so long

as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation

of our initial Business Combination and after payment of underwriters’

fees and commissions (such that we do not then become

subject to the SEC’s “penny stock”

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 Business

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

stockholders, officers, directors, advisors or their affiliates.

In the event the aggregate cash consideration we would be required

to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy

cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us,

we will not complete the Business Combination or redeem any shares, all shares of Class A common stock submitted for redemption

will be returned to the holders thereof, and we instead may search for an alternate Business Combination.

In order to complete our initial

Business Combination, we may seek to amend our certificate of incorporation or other governing instruments, including our warrant

agreement, in a manner that will make it easier for us to complete our initial Business Combination but that our stockholders or

warrant holders may not support.

In order to complete

a Business Combination, blank check companies have, in the recent past, amended various provisions of their charters and governing

instruments, including their warrant agreements.

For example, blank check companies have amended the definition of Business Combination,

increased redemption thresholds, extended the time to consummate an initial Business Combination and, with respect to their warrants,

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

We cannot assure you

that we will not seek to amend our certificate of incorporation or other governing instruments, including to extend the time we

have to consummate an initial Business Combination in order to complete our initial Business Combination.

The 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) may be amended with the approval of holders of at least 65% of our outstanding 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.

Some other blank check

companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate

to a company’s pre-Business Combination activity, without approval by holders of a certain percentage of the company’s

stockholders.

In those companies, amendment of these provisions typically requires approval by holders holding between 90% and

100% of the company’s public shares.

Our certificate of incorporation will provide that any of its provisions related to

pre-Business Combination activity (including the requirement to deposit proceeds of the Initial Public Offering and the sale of

the Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide

redemption rights to public stockholders as described herein) may be amended if approved by holders of at least 65% of our outstanding

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 outstanding common stock entitled to vote thereon;

provided that amendments relating to the appointment or removal of directors prior to our initial Business Combination require

a resolution passed by the holders of a majority of shares of our Class B common stock.

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 would entitle the holders

thereof, prior to our initial Business Combination, to (1) receive funds from the Trust Account or (2) vote as a class

with our public shares (a) on any initial Business Combination or (b) to approve an amendment to our certificate of incorporation.

The restriction on issuing additional securities described in the prior sentence will expire upon consummation of our initial Business

Our initial stockholders, who collectively beneficially own at least 20.0% of our common stock, may 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

As a result, we may be able to amend the provisions of our certificate of incorporation which will govern our pre-Business

Combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial

Business Combination with which you do not agree.

Our stockholders may pursue remedies against us for any breach of our certificate

of incorporation.

Our Sponsor, officers,

and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our certificate

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

Business Combination or to redeem 100% of our public shares if we do not complete our initial Business Combination within 18 months

from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’

rights or pre-initial Business Combination activity, unless we provide our public stockholders with the opportunity to redeem their

public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding

public shares.

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.

in the event of a breach, our public stockholders would need to pursue a stockholder derivative action, subject to applicable law.

We may be unable to obtain additional

financing to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel

us to restructure or abandon a particular Business Combination.

If the net proceeds

of the Initial Public Offering and the sale of the Private Placement Warrants available to us prove to be insufficient, either

because of the size of our initial Business Combination, 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 or the terms of negotiated transactions to purchase shares in connection with our initial Business

Combination, we may be required to seek additional financing or to abandon the proposed Business Combination.

We cannot assure

you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing proves to be

unavailable when needed to complete our 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.

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 $10.10 per share on the liquidation

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

In certain circumstances, our public stockholders may receive less

than $10.10 per share on the redemption of their shares.

See “—If third parties bring claims against us, the proceeds

held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10

per share”

and other risk factors in this section.

Our initial stockholders will control

the election of our board of directors until consummation of our initial Business Combination and will exert a substantial influence

on actions requiring a stockholder vote, potentially in a manner that you do not support.

Our initial stockholders

own shares representing 20.0% of our issued and outstanding shares of common stock.

In addition, prior to our initial Business

Combination, holders of our Class B common stock will have the right to appoint all of our directors and may remove members

of our board of directors for any reason.

Holders of our public shares will have no right to vote on the election of directors

during such time.

These provisions of our certificate of incorporation may only be amended by a resolution passed by the holders

of a majority of shares of our Class B common stock.

As a result, you will not have any influence over the election of directors

prior to our initial Business Combination.

In addition, prior

to the completion of our initial Business Combination, only holders of the Class B common stock have the right to vote on

the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members

of our board of directors for any reason.

In addition, our board of directors, whose members were elected by certain of our initial

stockholders, is and will be divided into three classes, each of which will generally serve for a term of three years with

only one class of directors being elected in each year.

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

prior to the completion of our Business Combination, in which case all of the current directors will continue in office until at

least the completion of the Business Combination.

If there is an annual meeting, as a consequence of our “staggered”

board of directors, only a minority of the board of directors will be considered for election and our Sponsor, because of its ownership

position, will have considerable influence regarding the outcome.

Accordingly, our initial stockholders will continue to exert

control at least until the completion of our Business Combination.

A provision of our warrant agreement

may make it more difficult for use to consummate an initial Business Combination.

we issue additional shares or equity-linked securities for capital raising purposes in connection

with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share, with

such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such

issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates,

as applicable, prior to such issuance) (the “Newly Issued Price”), and

the volume weighted average trading price of our Class A ordinary shares during the 20 trading

day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the

“Market Value”) is below $9.20 per share,

then the exercise price of each warrant

will be adjusted such that the effective exercise price per full share will be equal to 115% of the higher of the Market Value

and the Newly Issued Price, and the $18.00 per-share redemption trigger price applicable to our warrants will be adjusted (to the

nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per-share redemption

trigger price applicable to our warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and

the Newly Issued Price.

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

This lack of diversification may subject us to numerous financial, economic, competitive, and regulatory developments, 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.

We 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.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other Business Combinations, which may make it more difficult for us, and delay our ability, to complete our 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.

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

In pursuing our acquisition strategy, we may seek to complete our initial Business Combination with a privately held company.

We do not have a specified maximum redemption threshold.

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

Our amended and restated certificate of incorporation will not provide a specified maximum redemption threshold, except that we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial Business Combination and after payment of underwriters’ fees and commissions (such that we do not then become subject to the SEC’s “penny stock” rules).

As a result, we may be able to complete our initial Business Combination even though a substantial majority of our Public Stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial Business Combination and do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our initial stockholders, officers, directors, advisors or their affiliates.

In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination.

In order to complete our initial Business Combination, we may seek to amend our amended and restated certificate of incorporation or other governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete our initial Business Combination but that our stockholders or warrant holders may not support.

In order to complete a Business Combination, blank check companies have, in the past, amended various provisions of their charters and governing instruments, including their warrant agreements.

For example, blank check companies have amended the definition of Business Combination, increased redemption thresholds, extended the time to consummate an initial Business Combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities.

We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or other governing instruments, including to extend the time we have to consummate an initial Business Combination in order to complete our initial Business Combination.

The provisions of our amended and restated certificate of incorporation that relate to our pre-Business Combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of at least 65% of our outstanding 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 amended and restated certificate of incorporation and the trust agreement to facilitate the completion of an initial Business Combination that some of our stockholders may not support.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-Business Combination activity, without approval by holders of a certain percentage of

the Company’s stockholders.

In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s Public Shares.

Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-Business Combination activity (including the requirement to deposit proceeds of the Initial Public Offering and the sale of the Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to Public Stockholders as described herein) may be amended if approved by holders of at least 65% of our outstanding 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 outstanding common stock entitled to vote thereon;

provided that amendments relating to the appointment or removal of directors prior to our initial Business Combination require a resolution passed by the holders of a majority of shares of our Class B common stock.

In all other instances, our amended and restated 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 would entitle the holders thereof, prior to our initial Business Combination, to (1) receive funds from the Trust Account or (2) vote as a class with our Public Shares (a) on any initial Business Combination or (b) to approve an amendment to our amended and restated certificate of incorporation.

The restriction on issuing additional securities described in the prior sentence will expire upon consummation of our initial Business Combination.

Our initial stockholders, who collectively beneficially own at least 20.0% of our common stock, may participate in any vote to amend our amended and restated 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 amended and restated certificate of incorporation which will govern our pre-Business Combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial Business Combination with which you do not agree.

Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

Our Sponsor, officers, and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within 18 months from the closing of the Initial Public Offering (June 17, 2022) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless we provide our Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares.

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 Public Stockholders would need to pursue a stockholder derivative action, subject to applicable law.

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

If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants available to us prove to be insufficient, either because of the size of our initial Business Combination, 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 or the terms of negotiated transactions to purchase shares in connection with our initial Business Combination, we may be required to seek additional financing or to abandon the proposed Business Combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing proves to be unavailable when needed to complete our 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.

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 $10.10 per share on the liquidation of our Trust Account, and our warrants will expire worthless.

In certain circumstances, our Public Stockholders may receive less than $10.10 per share on the redemption of their shares.

Our initial stockholders will control the election of our board of directors until consummation of our initial Business Combination and will exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

Our initial stockholders’ own shares representing 20.0% of our issued and outstanding shares of common stock.

In addition, prior to our initial Business Combination, holders of our Class B common stock will have the right to appoint all of our directors and may remove members of our board of directors for any reason.

Holders of our Public Shares will have no right to vote on the election of directors during such time.

These provisions of our amended and restated certificate of incorporation may only be amended by a resolution passed by the holders of a majority of shares of our Class B common stock.

As a result, you will not have any influence over the election of directors prior to our initial Business Combination.

In addition, prior to the completion of our initial Business Combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of our board of directors for any reason.

In addition, our board of directors, whose members were elected by certain of our initial stockholders, is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year.

We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our Business Combination, in which case all of the current directors will continue in office until at least the completion of the Business Combination.

If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our Sponsor, because of its ownership position, will have considerable influence regarding the outcome.

Accordingly, our initial stockholders will continue to exert control at least until the completion of our Business Combination.

A provision of our warrant agreement may make it more difficult for use to consummate an initial Business Combination.

● we issue additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),

● the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the completion of our initial Busi ness Combination (net of redemptions), and

● the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share,

then the exercise price of each warrant will be adjusted such that the effective exercise price per full share will be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per-share redemption trigger price applicable to our warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per-share redemption trigger price applicable to our warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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

Our warrants and founder shares may

have an adverse effect on the market price of our Class A common stock and make it more difficult to complete our initial

Business Combination.

We have issued warrants

to purchase 13,800,000 shares of Class A common stock, as part of the Units and, simultaneously with the closing of the

Initial Public Offering, we issued in the Private Placement an aggregate of 10,280,000 Private Placement Warrants.

stockholders currently own an aggregate of 6,900,000 founder shares.

The founder shares are convertible into shares of Class A

common stock on a one-for-one basis, subject to adjustment as set forth herein.

In addition, if our initial stockholders, officers,

directors or their affiliates makes any working capital loans, up to $1,500,000 of such loans may be convertible into warrants,

at a price of $1.00 per warrant at the option of the lender.

Our warrants and Founder Shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to complete our initial Business Combination.

We have issued warrants to purchase 13,800,000 shares of Class A common stock, as part of the Units and, simultaneously with the closing of the Initial Public Offering, we issued in the Private Placement an aggregate of 10,280,000 Private Placement Warrants.

Our initial stockholders currently own an aggregate of 6,900,000 Founder Shares.

The Founder Shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment as set forth herein.

In addition, if our initial stockholders, officers, directors or their affiliates makes any Working Capital Loans, up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

To the extent we issue

shares of Class A common stock to complete a Business Combination, the potential for the issuance of a substantial number

of additional shares of Class A common stock upon exercise of these warrants and conversion rights could make us a less attractive

acquisition vehicle to a target business.

Any such issuance will increase the number of issued and outstanding shares of our Class A

common stock and reduce the value of the shares of Class A common stock issued to complete the Business Combination.

our warrants and founder shares may make it more difficult to complete a Business Combination or increase the cost of acquiring

the target business.

The Private Placement

Warrants are identical to the warrants sold as part of the units in the Initial Public Offering except that, so long as they

are held by our Sponsor, the Direct Anchor Investors or their permitted transferees, (i) they will not be redeemable by us,

(ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited

exceptions, be transferred, assigned or sold until 30 days after the completion of our initial Business Combination, (iii) they

may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to the shares of

common stock issuable upon exercise of these warrants) are entitled to registration rights.

The Private Placement Warrants will

not vote on any amendments to the warrant agreement.

Because 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.

The federal proxy rules

require that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include

target historical and/or pro forma financial statement disclosure.

We will include the same financial statement disclosure

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

These financial statements

may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United

States of America, or 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 financial statements in accordance with federal proxy rules and complete our initial Business Combination

within the prescribed time frame.

Compliance obligations under the

Sarbanes-Oxley Act may make it more difficult for us to complete our initial Business Combination, require substantial financial

and management resources, and increase the time and costs of completing an acquisition.

Section 404 of

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

on Form 10-K for the year ending December 31, 2021.

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.

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 business 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

If we complete our initial Business

Combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional

risks that may negatively impact our operations.

If we complete our initial Business Combination

with a company with operations or opportunities outside of the United States, we would be subject to any special considerations

or risks associated with companies operating in an international setting, including any of the following:

higher costs and difficulties inherent in managing cross-border business operations and complying

with different commercial and legal requirements of overseas markets;

To the extent we issue shares of Class A common stock to complete a Business Combination, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business.

Any such issuance will increase the number of issued and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock issued to complete the Business Combination.

Therefore, our warrants and Founder Shares may make it more difficult to complete a Business Combination or increase the cost of acquiring the target business.

The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by our Sponsor, the Direct Anchor Investors or their permitted transferees, (i) they will not be redeemable by us (except under certain limited exceptions), (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to the shares of common stock issuable upon exercise of these warrants) are entitled to registration rights.

The Private Placement Warrants will not vote on any amendments to the warrant agreement.

Because 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.

The federal proxy rules require that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include target historical and/or pro forma financial statement disclosure.

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

These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or 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 financial statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our initial Business Combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2021.

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.

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 business 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 acquisition.

If we complete our initial Business Combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.

If we complete our initial Business Combination with a company with operations or opportunities outside of the United States, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

● higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

● rules and regulations regarding currency redemption;

4 unchanged sentences

● longer payment cycles and challenges in collecting accounts receivable;

● changes in local regulations as part of a response to the COVID-19 pandemic;

● tax issues, such as tax law changes and variations in tax laws as compared to the United States;

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● government appropriations of assets.

We may not be able

to adequately address these additional risks.

If we were unable to do so, our operations might suffer, which may adversely impact

our results of operations and financial condition.

Risks Relating to the Post-Business

Combination Company

We may face risks related to businesses

in the proprietary network communications technology.

Business combinations with businesses with

proprietary network communications technology entail special considerations and risks.

If we are successful in completing a Business

Combination with such a target business, we may be subject to, and possibly adversely affected by, the following risks:

We may not be able to adequately address these additional risks.

If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.

Risks Relating to the Post-Business Combination Company

We may face risks related to businesses in the proprietary network communications technology.

Business combinations with businesses with proprietary network communications technology entail special considerations and risks.

If we are successful in completing a Business Combination with such a target business, we may be subject to, and possibly adversely affected by, the following risks:

● if we do not develop successful new products or improve existing ones, our business will suffer;

● we may invest in new lines of business that could fail to attract or retain users or generate revenue;

we will face significant competition and if we are not able to maintain or improve our market share,

our business could suffer;

the loss of one or more members of our management team, or our failure to attract and retain other

highly qualified personnel in the future, could seriously harm our business;

if our security is compromised or if our platform is subjected to attacks that frustrate or thwart

our users’

ability to access our products and services, our users, advertisers, and partners may cut back on or stop using

our products and services altogether, which could seriously harm our business;

mobile malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of

our products could seriously harm our business and reputation;

if we are unable to successfully grow our user base and further monetize our products, our business

if we are unable to protect our intellectual property, the value of our brand and other intangible

assets may be diminished, and our business may be seriously harmed;

we may be subject to regulatory investigations and proceedings in the future, which could cause

us to incur substantial costs or require us to change our business practices in a way that could seriously harm our business;

components used in our products may fail as a result of a manufacturing, design, or other defect

over which we have no control, and render our devices inoperable;

● we will face significant competition and if we are not able to maintain or improve our market share, our business could suffer;

● the loss of one or more members of our management team, or our failure to attract and retain other highly qualified personnel in the future, could seriously harm our business;

● if our security is compromised or if our platform is subjected to attacks that frustrate or thwart our users’ ability to access our products and services, our users, advertisers, and partners may cut back on or stop using our products and services altogether, which could seriously harm our business;

● mobile malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of our products could seriously harm our business and reputation;

● if we are unable to successfully grow our user base and further monetize our products, our business will suffer;

● if we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be seriously harmed;

● we may be subject to regulatory investigations and proceedings in the future, which could cause us to incur substantial costs or require us to change our business practices in a way that could seriously harm our business;

● components used in our products may fail as a result of a manufacturing, design, or other defect over which we have no control, and render our devices inoperable;

● an inability to manage rapid change, increasing consumer expectations and growth;

an inability to build strong brand identity and improve subscriber or customer satisfaction and

an inability to deal with our subscribers’

or customers’

privacy concerns;

● an inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty;

● an inability to deal with our subscribers’ or customers’ privacy concerns;

● an inability to license or enforce intellectual property rights on which our business may depend;

● an inability by us, or a refusal by third parties, to license content to us upon acceptable terms;

potential liability for negligence, copyright, or trademark infringement

or other claims based on the nature and content of materials that we may distribute;

competition for the leisure and entertainment time and discretionary spending of subscribers or

customers, which may intensify in part due to advances in technology and changes in consumer expectations and behavior;

disruption or failure of our networks, systems or technology as a result of computer viruses, “cyber-attacks,”

misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of

information or similar events.

Subsequent 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 the price of our securities,

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

Even 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 with 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 arise.

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.

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

this nature could contribute to negative market perceptions about us or our 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 post-combination debt financing.

Accordingly, any stockholders or warrant holders

who choose to remain a stockholder or warrant holder following our initial Business Combination could suffer a reduction in the

value of their securities.

● potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may distribute;

● competition for the leisure and entertainment time and discretionary spending of subscribers or customers, which may intensify in part due to advances in technology and changes in consumer expectations and behavior;

● disruption or failure of our networks, systems or technology as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events.

Subsequent 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 the price of our securities, which could cause you to lose some or all of your investment.

Even 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 with 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 arise.

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.

Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our 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 post-combination debt financing.

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

After our initial Business Combination,

our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government

policies, developments and conditions in the country in which we operate.

The economic, political

and social conditions, as well as government policies, of the country in which our operations are located could affect our business.

Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained

in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there

may be less demand for spending in certain industries.

A decrease in demand for spending in certain industries could materially

and adversely affect our ability to find an attractive target business with which to consummate our initial Business Combination

and if we effect our initial Business Combination, the ability of that target business to become profitable.

Our management

may not be able to maintain control of a target business after our initial Business Combination.

We cannot 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.

We may structure our

initial Business Combination so that the post-transaction company in which our public stockholders own or acquire shares will own

less than 100% of the outstanding 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 business sufficient for the post-transaction company not to be required to register as an

investment company under the Investment Company Act.

Even if the post-transaction company owns or acquires 50% or more of the outstanding

voting securities of the target, our stockholders prior to our initial Business Combination may collectively own a minority interest

in the post Business Combination company, depending on valuations ascribed to the target and us in our initial Business Combination.

For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for

all of the outstanding capital stock of a target, or issue a substantial number of new shares to third-parties in connection with

financing our initial Business Combination.

After our initial Business Combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate.

The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business.

Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate

than expected, there may be less demand for spending in certain industries.

A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial Business Combination and if we effect our initial Business Combination, the ability of that target business to become profitable.

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

We cannot 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.

We may structure our initial Business Combination so that the post-transaction company in which our Public Stockholders own or acquire shares will own less than 100% of the outstanding 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 business sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act.

Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial Business Combination may collectively own a minority interest in the post Business Combination company, depending on valuations ascribed to the target and us in our initial Business Combination.

For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the outstanding capital stock of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial Business Combination.

In such cases, we would acquire a 100% interest in the target.

However, as a result

of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could

own less than a majority of our outstanding shares of common stock subsequent to such transaction.

In addition, other minority

stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s

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.

We cannot 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.

We may have a limited ability to

assess the management of a prospective target business and, as a result, may complete our initial Business Combination with a target

business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn,

negatively impact the value of our stockholders’

investment in us.

When evaluating the

desirability of effecting our initial Business Combination with a prospective target business, our ability to assess the target

business’s management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities

of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications

or abilities we suspected.

Should the target’s management not possess the skills, qualifications or abilities necessary to

manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial Business Combination

could suffer a reduction in the value of their securities.

Such security holders are unlikely to have a remedy for such reduction

The officers and directors of an acquisition

candidate may resign upon completion of our initial Business Combination.

The departure of a target business’s key personnel

could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s

key personnel upon the completion of our initial Business Combination cannot be ascertained at this time.

Although we contemplate

that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate

following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not

wish to remain in place.

Relating to Our Management Team

We are dependent upon our directors

and officers and their departure could adversely affect our ability to operate.

Our operations are

dependent upon a relatively small group of individuals.

We believe that our success depends on the continued service of our directors

and officers, at least until we have completed our initial Business Combination.

We do not have an employment agreement with, or

key-man insurance on the life of, any of our directors or officers.

As a result, our directors and officers may resign before a Business

Combination is completed.

The unexpected loss of the services of one or more of

our directors or officers could have a detrimental effect on us.

Our ability to successfully complete

our initial Business Combination and to be successful thereafter will be totally dependent upon the efforts of members of our management

team, some of whom may join us following our initial Business Combination.

The loss of such people could negatively impact the

operations and profitability of our post-combination business.

Our ability to successfully

complete our Business Combination is dependent upon the efforts of members of our management team.

The role of members of our management

team in the target business, however, cannot presently be ascertained.

Although some members of our management team may remain

with the target business in senior management or advisory positions following our initial Business Combination, it is likely that

some or all of the management of the target business will remain in place.

While we intend to closely scrutinize any individuals

we engage after our initial Business Combination, we cannot assure you that our assessment of these individuals will prove to be

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause

us to have to expend time and resources helping them become familiar with such requirements.

In addition, the officers

and directors of an acquisition candidate may resign upon completion of our initial Business Combination.

The departure of a target

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

of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an

acquisition candidate will not wish to remain in place.

The loss of key personnel could negatively impact the operations and profitability

of our post-combination business.

Members of our management team may

negotiate employment or consulting agreements with a target business in connection with a particular Business Combination.

agreements may provide for them to receive compensation following our Business Combination and as a result, may cause them to have

conflicts of interest in determining whether a particular Business Combination is the most advantageous.

Members of our management

team may be able to remain with the company after the completion of our initial Business Combination only if they are able to negotiate

employment or consulting agreements in connection with the Business Combination.

Such negotiations would take place simultaneously

with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of

cash payments and/or our securities for services they would render to us after the completion of the Business Combination.

personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business.

However, we believe the ability of such individuals to remain with us after the completion of our initial Business Combination

will not be the determining factor in our decision as to whether or not we will proceed with any potential Business Combination.

There is no certainty, however, that any members of our management team will remain with us after the completion of our initial

Business Combination.

We cannot assure you that any members of our management team will remain in senior management or advisory

positions with us.

The determination as to whether any members of our management team will remain with us will be made at the time

of our initial Business Combination.

Our officers and directors may allocate

their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our

However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction.

In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the Company’s 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.

We cannot 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.

We may have limited ability to assess the management of a prospective target business and, as a result, may complete our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders’ investment in us.

When evaluating the desirability of effecting our initial Business Combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

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

The officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination.

The departure of a target business’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Risks Relating to Our Management Team

We are dependent upon our directors and officers and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals.

We believe that our success depends on the continued service of our directors and officers, at least until we have completed our initial Business Combination.

We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers.

As a result, our directors and officers may resign before a Business Combination is completed.

The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

Our ability to successfully complete our initial Business Combination and to be successful thereafter will be totally dependent upon the efforts of members of our management team, some of whom may join us following our initial Business Combination.

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

Our ability to successfully complete our Business Combination is dependent upon the efforts of members of our management team.

The role of members of our management team in the target business, however, cannot presently be ascertained.

Although some members of our management team may remain with the target business in senior management or advisory positions following our initial Business Combination, it is likely that some or all of the management of the target business will remain in place.

While we intend to closely scrutinize any individuals we engage after our initial Business Combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

In addition, the officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination.

The departure of a target business’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time.

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

Members of our management team may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination.

These agreements may provide for them to receive compensation following our Business Combination and as a result, may cause them to have conflicts of interest in determining whether a particular Business Combination is the most advantageous.

Members of our management team may be able to remain with the Company after the completion of our initial Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination.

Such negotiations would take place simultaneously with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the Business Combination.

The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business.

However, we believe the ability of such individuals to remain with us after the completion of our initial Business Combination will not be the determining factor in our decision as to whether or not we will proceed with any potential Business Combination.

There is no certainty, however, that any members of our management team will remain with us after the completion of our initial Business Combination.

We cannot assure you that any members of our management team will remain in senior management or advisory positions with us.

The determination as to whether any members of our management team will remain with us will be made at the time of our initial Business Combination.

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

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

None of our officers

or directors is required to commit his or her full time to our affairs, which may result in a conflict of interest in allocating

their time between our operations and our search for a Business Combination and their other businesses, including other business

endeavors for which he or she may be entitled to substantial compensation.

We do not intend to have any full-time employees prior

to the completion of our initial Business Combination.

Our independent directors also serve as officers or board members for other

If our officers’

and directors’

other business affairs require them to devote substantial amounts of time

to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which

may have a negative impact on our ability to complete our initial Business Combination.

For a complete discussion of our officers’

and directors’

other business affairs, please see “Item 10.

Directors, Executive Officers and Corporate Governance.”

Certain of our officers and directors

are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended

to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity

a particular business opportunity should be presented.

Until we consummate

our initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses

Certain of our officers and directors are, and may in the future become, affiliated with entities (such as operating

companies or investment vehicles) that are engaged in a similar business, although our officers and directors (excluding independent

directors) may not participate in the formation of, or become an officer or director of any other special purpose acquisition company

with a class of securities registered under the Exchange Act which has publicly filed a registration statement with the SEC until

we have entered into a definitive agreement regarding our initial Business Combination or we have failed to complete our initial

Business Combination within 18 months after the closing of the Initial Public Offering or during any Extension Period.

Our officers and directors

also may become aware of business opportunities which may be appropriate for presentation to us and the other entities in the future

to which they owe certain fiduciary or contractual duties or otherwise have an interest in any other special purpose acquisition

company in which they may become involved with.

Accordingly, they may have conflicts of interest in determining to which entity

a particular business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential target

business may be presented to another entity prior to its presentation to us.

For a complete discussion

of our officers’

and directors’

business affiliations and the potential conflicts of interest that you should be aware

of, please see “Item 10.

Directors, Executive Officers and Corporate Governance,”

“Item 10.

Directors, Executive

Officers and Corporate Governance—Conflicts of Interest”

and “Item 13.—Certain Relationships and Related

Party Transactions—Administrative Services Agreement.”

Our officers, directors, security

holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted

a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary

or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have

In fact we may enter into a Business Combination with a target business that is affiliated with our initial stockholders,

directors or officers, or any of their affiliates.

We do not have a policy that expressly prohibits any such persons from engaging

for their own account in business activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict

between their interests and ours.

Despite our agreement

that, in the event we seek to complete our initial Business Combination with a company business that is affiliated with our initial

stockholders, officers or directors, or any of their affiliates, we, or a committee of independent directors, will obtain an opinion

from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial

Business Combination is fair to us from a financial point of view, potential conflicts of interest still may exist.

the terms of the Business Combination may not be as advantageous to our company and our public stockholders as they would be absent

any conflicts of interest.

None of our officers or directors is required to commit his or her full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a Business Combination and their other businesses, including other business endeavors for which he or she may be entitled to substantial compensation.

We do not intend to have any full-time employees prior to the completion of our initial Business Combination.

Our independent directors also serve as officers or board members for other entities.

If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial Business Combination.

For a complete discussion of our officers’ and directors’ other business affairs, please see “Item 10.

Directors, Executive Officers and Corporate Governance.”

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Until we consummate our initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses or entities.

Certain of our officers and directors are, and may in the future become, affiliated with entities (such

as operating companies or investment vehicles) that are engaged in a similar business, although our officers and directors (excluding independent directors) may not participate in the formation of, or become an officer or director of any other special purpose acquisition company with a class of securities registered under the Exchange Act which has publicly filed a registration statement with the SEC until we have entered into a definitive agreement regarding our initial Business Combination or we have failed to complete our initial Business Combination by June 17, 2022 or during any Extension Period.

Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities in the future to which they owe certain fiduciary or contractual duties or otherwise have an interest in any other special purpose acquisition company in which they may become involved with.

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

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

For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item 10.

Directors, Executive Officers, and Corporate Governance,” “Item 10.

Directors, Executive Officers, and Corporate Governance—Conflicts of Interest” and “Item 13.

Certain Relationships and Related Party Transactions—Administrative Services Agreement.”

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

In fact we may enter into a Business Combination with a target business that is affiliated with our initial stockholders, directors or officers, or any of their affiliates.

We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and ours.

Despite our agreement that, in the event we seek to complete our initial Business Combination with a company business that is affiliated with our initial stockholders, officers or directors, or any of their affiliates, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial Business Combination is fair to us from a financial point of view, potential conflicts of interest still may exist.

As a result, the terms of the Business Combination may not be as advantageous to our company and our Public Stockholders as they would be absent any conflicts of interest.

Our letter agreements with our initial stockholders, officers and directors may be amended without stockholder approval.

Our letter agreements with our Sponsor, officers and directors contains provisions relating to, among other things, restrictions on transfer of our Founder Shares and Private Placement Warrants, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account.

The letter agreement may be amended without stockholder approval.

While we do not expect our board of directors to approve any amendment to the letter agreement prior to our initial Business Combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreements.

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.

Risks Relating to Our Securities

You will not have any rights or interests

in funds from the Trust Account, except under certain limited circumstances.

To liquidate your investment, therefore, you may be

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

Our public stockholders

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

(a) the completion of our initial

Business Combination, and then only in connection with those shares of Class A common stock that such stockholder properly

elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly submitted

in connection with a stockholder vote to amend 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 to redeem 100% of our public shares if we

do not complete our initial Business Combination within 18 months from the closing of the Initial Public Offering or (ii) with

respect to any other provisions relating to stockholders’

rights or pre-initial Business Combination activity and (c) the

redemption of our public shares if we have not completed our initial Business Combination within 18 months from the closing

of the Initial Public Offering, subject to applicable law.

Stockholders who do not exercise their rights to the funds in connection

with an amendment to our certificate of incorporation would still have rights to the funds in connection with a subsequent Business

Combination within the allocated time period for any reason, compliance with Delaware law may require that we submit a plan of

dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our Trust Account.

In that case, public stockholders may be forced to wait beyond the end of such period before they receive funds from our Trust

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

To liquidate your investment, therefore, you may be forced to sell your Public Shares or warrants, potentially at a loss.

Our Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of:

(a) the completion of our initial Business Combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within 18 months from the closing of the Initial Public Offering (June 17, 2022) or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity

and (c) the redemption of our Public Shares if we have not completed our initial Business Combination within 18 months from the closing of the Initial Public Offering, subject to applicable law.

Stockholders who do not exercise their rights to the funds in connection with an amendment to our amended and restated certificate of incorporation would still have rights to the funds in connection with a subsequent Business Combination within the allocated time period for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our Trust Account.

In that case, Public Stockholders may be forced to wait beyond the end of such period before they receive funds from our Trust Account.

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

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

Accordingly, to liquidate

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

Nasdaq may delist our securities

from trading on its exchange, which could limit investors’

ability to make transactions in our securities and subject us

to additional trading restrictions.

We cannot assure you

that our securities will continue to be listed on Nasdaq prior to our initial Business Combination.

In order to continue listing

our securities on the NYSE prior to our initial Business Combination, we must maintain certain financial, distribution and stock

price levels.

In general, we must maintain a minimum amount in stockholders’

equity (generally $2,500,000) and a minimum

of 300 public holders.

Additionally, in connection with our initial Business Combination, we will be required to demonstrate compliance

with the applicable exchange’s initial listing requirements, which are more rigorous than continued listing requirements,

in order to continue to maintain the listing of our securities.

We cannot assure you that we will be able to meet those initial

listing requirements at that time.

If any of our securities

are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we

expect such securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material

adverse consequences, including:

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

Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We cannot assure you that our securities will continue to be listed on Nasdaq.

In order to continue listing our securities on the Nasdaq, we must maintain certain financial, distribution and stock price levels.

In general, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum of 300 public holders.

Additionally, in connection with our initial Business Combination, we will be required to demonstrate compliance with applicable exchange’s initial listing requirements, which are more rigorous than continued listing requirements, in order to continue to maintain the listing of our securities.

We cannot assure you that we will be able to meet those initial listing requirements at that time.

If any of our securities are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

a determination that our Class A common stock is a “penny stock”

which will require

brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading

activity in the secondary trading market for our securities;

● a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

● a limited amount of news and analyst coverage;

a decreased ability to issue additional securities or obtain additional

financing in the future.

The National Securities

Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain

securities, which are referred to as “covered securities.”

Our Units, Class A common stock and warrants currently

qualify as covered securities under such statute.

Although the states are pre-empted from regulating the sale of covered securities,

the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding

of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

While we are not

aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other

than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers,

or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were

no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to

regulation in each state in which we offer our securities.

You will not be permitted to exercise

your warrants unless we register and qualify the issuance of the underlying shares of Class A common stock or certain exemptions

are available.

Pursuant to terms of

the warrant agreement, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing

of our initial Business Combination, we will use our commercially reasonable efforts to file, and within 60 business days following

our initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A

common stock issuable upon exercise of the warrants.

We will use our commercially reasonable efforts to maintain the effectiveness

of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants

expire or are redeemed.

We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent

a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained

or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order.

If the shares issuable

upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their

warrants on a cashless basis.

However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated

to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered

or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

Notwithstanding

the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange

such that it satisfies the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, we

may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”

accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain

in effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify the

shares under applicable blue sky laws to the extent an exemption is not available.

In no event will we be required to net cash

settle any warrant.

If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from

registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have

no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of units will have

paid the full unit purchase price solely for the shares of Class A common stock included in the Units.

There may be a

circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants

while a corresponding exemption does not exist for holders of the public warrants that were included as part of the Units.

In such an instance, the initial purchasers and their permitted transferees (which may include our directors and officers) would

be able to exercise their warrants and sell the common stock underlying their warrants while holders of our public warrants would

not be able to exercise their warrants and sell the underlying common stock.

If and when the warrants become redeemable by us,

we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A common

stock for sale under all applicable state securities laws.

As a result, we may redeem the warrants as set forth above even if the

holders are otherwise unable to exercise their warrants.

We may amend the terms of the warrants

in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding

public warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and

the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your

Our warrants will be

issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any

ambiguity or correct any mistake or defective provision, but requires the approval by the holders of at least 50% of the then outstanding

public warrants to make any change that adversely affects the interests of the registered holders of public warrants and, solely

with respect to any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect

to the Private Placement Warrants, 50% of the number of the then-outstanding Private Placement Warrants.

Accordingly, we may amend

the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants

approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at least 50% of the

then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase

the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number

of shares of our Class A common stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants

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

We have the ability

to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per

warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per share for any

20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send the notice of

redemption to the warrant holders (the “Reference Value”) and provided certain other conditions are met.

the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying

securities for sale under all applicable state securities laws.

As a result, we may redeem the public warrants as set forth above

even if the holders are otherwise unable to exercise the warrants.

Redemption of the outstanding warrants could force you (i) to

exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to

sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept

the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially

less than the market value of your warrants.

In addition, unlike

many other similarly structured blank check companies, we have the ability to redeem outstanding warrants 90 days after they

become exercisable for $0.10 per warrant upon a minimum of 30 days’

prior written notice of redemption provided that

holders will be able to exercise their warrants prior to redemption for a number of Class A common stock determined based

on the redemption date and the fair market value of our Class A common stock and provided certain other conditions are met.

We would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove

the warrants and pay fair market value to the warrant holders.

We can also redeem the warrants for common stock when the Class A

common stock is trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty

with respect to our capital structure and cash position while providing warrant holders with fair market value in the form of shares

of Class A common stock.

If we choose to redeem the warrants when the Class A common stock is trading at a price below

the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of Class A common stock

than they would have received if they had chosen to wait to exercise their warrants for shares of Class A common stock if

and when the Class A common stock trades at a price higher than the exercise price of $11.50.

Any such redemption may have

similar consequences to the redemption described in the above paragraph.

In addition, such redemption may occur at a time when

the warrants are “out-of-the-money,”

in which case you would lose any potential embedded value from a subsequent increase

in the value of the Class A common stock had your warrants remained outstanding.

Finally, this redemption feature provides

a ceiling to the value of your warrants since it locks in the redemption price in the number of Class A common stock to be

received if we choose to redeem the warrants for common stock.

Because each Unit contains one-half

of one redeemable warrant and only a whole warrant may be exercised, the Units may be worth less than Units of other

blank check companies.

Each Unit contains

one-half of one warrant.

Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares,

only a whole warrant may be exercised at any given time.

This is different from other offerings similar to ours whose units

include one share of common stock and one whole warrant or a greater fraction of one whole warrant to purchase one whole share.

We have established the components of the Units in this way in order to reduce the dilutive effect of the warrants upon completion

of a Business Combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared

to Units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive Business Combination

partner for target businesses.

Nevertheless, this Unit structure may cause our Units to be worth less than if they included

one whole warrant or a greater fraction of one whole warrant to purchase one whole share.

Our warrant agreement designates

the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive

forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability

of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement

provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any

way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New

York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such

jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

We will waive any objection

to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the

foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by

the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive

Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice

of and to have consented to the forum provisions in our warrant agreement.

If any action, the subject matter of which is within

the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or

the United States District Court for the Southern District of New York (a “NY foreign action”) in the name of any holder

of our warrants, such holder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal

courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions

(a “NY enforcement action”), and (y) having service of process made upon such warrant holder in any such NY enforcement

action by service upon such warrant holder’s counsel in the NY foreign action as agent for such warrant holder.

This choice-of-forum

provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes

with our company, which may discourage such lawsuits.

Alternatively, if a court were to find this of our warrant agreement inapplicable

or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated

with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition

and results of operations and result in a diversion of the time and resources of our management and board of directors.

Our certificate of incorporation

requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers,

other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery

in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented

to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors,

officers, other employees or stockholders.

Our certificate of

incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our

directors, officers and employees for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery

in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that

there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not

consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is

vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery

does not have subject matter jurisdiction.

Any person or entity purchasing or otherwise acquiring any interest in shares of our

capital stock shall be deemed to have notice of and consented to the forum provisions in our certificate of incorporation.

This choice of forum

provision may make it more costly, or limit a stockholder’s ability, to bring a claim in a judicial forum that it finds favorable

for disputes with us or any of our directors, officers or employees, which may discourage lawsuits with respect to such claims.

We cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a court were to find

the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we

may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating

results and financial condition.

Our certificate of

incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law,

subject to certain exceptions.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought

to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

As a result, the exclusive

forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim

for which the federal courts have exclusive jurisdiction.

In addition, the exclusive forum provision will not apply to actions

brought under the Securities Act, or the rules and regulations thereunder.

By purchasing or otherwise

acquiring any interest in shares of our capital stock and thereby consenting to the forum provisions in our certificate of incorporation,

investors will not be deemed to have waived the Company’s compliance with the federal securities law and the rules and regulations

Any of the foregoing

could have an adverse impact on our operations following a business combination.

However, our efforts in identifying prospective

target businesses will not be limited to businesses with proprietary network communications technology.

Accordingly, if we acquire

a target business in another industry, these risks we will be subject to risks attendant with the specific industry in which we

operate or target business which we acquire, which may or may not be different than those risks listed above.

Provisions in our certificate of

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

future for our Class A common stock and could entrench management.

Our certificate of

incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their

best interests.

These provisions include a staggered board of directors and the ability of the board of directors to designate

the terms of and issue new series of preferred shares and the fact that prior to the completion of our initial Business Combination

only holders of our shares of Class B common stock, which are held by our initial stockholders, are entitled to vote on the

election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of

our board of directors for any reason, each of which may make the removal of management more difficult and may discourage transactions

that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject

to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Together these provisions may

make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium

over prevailing market prices for our securities.

● a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Units, Class A common stock and warrants currently qualify as covered securities under such statute.

Although the states are pre-empted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial Business Combination, which may negatively impact our ability to consummate our initial Business Combination.

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

Pursuant to terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial Business Combination, we will use our commercially reasonable efforts to file, and within 60 business days following our initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants.

We will use our commercially reasonable efforts to

maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.

We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete, or correct or the SEC issues a stop order.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In no event will we be required to net cash settle any warrant.

If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common stock included in the Units.

There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants that were included as part of the Units.

In such an instance, the initial purchasers and their permitted transferees (which may include our directors and officers) would be able to exercise their warrants and sell the common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying common stock.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities laws.

As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake or defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants, 50% of the number of the then-outstanding Private Placement Warrants.

Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

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

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) and provided certain other conditions are met.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

As a result, we may redeem the public warrants as set forth above even if the holders are otherwise unable to exercise the warrants.

Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.

In addition, unlike many other similarly structured blank check companies, we have the ability to redeem outstanding warrants 90 days after they become exercisable for $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption for a number of Class A common stock determined based on the redemption date and the fair market value of our Class A common stock and provided certain other conditions are met.

We would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay fair market value to the warrant holders.

We can also redeem the warrants for common stock when the Class A common stock is trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with fair market value in the form of shares of Class A common stock.

If we choose to redeem the warrants when the Class A common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their warrants for shares of Class A common stock if and when the Class A common stock trades at a price higher than the exercise price of $11.50.

Any such redemption may have similar consequences to the redemption described in the above paragraph.

In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock had your warrants remained outstanding.

Finally, this redemption feature provides a ceiling to the value of your warrants since it locks in the redemption price in the number of Class A common stock to be received if we choose to redeem the warrants for common stock.

Because each Unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the Units may be worth less than Units of other blank check companies.

Each Unit contains one-half of one warrant.

Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole warrant may be exercised at any given time.

This is different from other offerings similar to ours whose Units include one share of common stock and one whole warrant or a greater fraction of one whole warrant to purchase one whole share.

We have established the components of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to Units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive Business Combination partner for target businesses.

Nevertheless, this Unit structure may cause our Units to be worth less than if they included one whole warrant or a greater fraction of one whole warrant to purchase one whole share.

Our management’s ability to require holders of our public warrants to exercise such public warrants on a cashless basis will cause holders to receive fewer shares of Class A common stock upon their exercise of the public warrants than they would have received had they been able to exercise their public warrants for cash.

If we call our public warrants for redemption after the redemption criteria described elsewhere in this Annual Report have been satisfied, our management will have the option to require any holder that wishes to exercise its warrant (including any warrants held by our sponsor, officers, directors or their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number of shares of Class A common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his, her or its warrant for cash.

This will have the effect of reducing the potential “upside” of the holder’s investment in our Company.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement.

If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “NY foreign action”) in the name of any holder of our warrants, such

holder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (a “NY enforcement action”), and (y) having service of process made upon such warrant holder in any such NY enforcement action by service upon such warrant holder’s counsel in the NY foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits.

Alternatively, if a court were to find this of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders.

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers and employees for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter jurisdiction.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

This choice of forum provision may make it more costly, or limit a stockholder’s ability, to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or employees, which may discourage lawsuits with respect to such claims.

We cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.

Our amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

In addition, the exclusive forum provision will not apply to actions brought under the Securities Act, or the rules and regulations thereunder.

By purchasing or otherwise acquiring any interest in shares of our capital stock and thereby consenting to the forum provisions in our amended and restated certificate of incorporation, investors will not be deemed to have waived the Company’s compliance with the federal securities law and the rules and regulations thereunder.

Any of the foregoing could have an adverse impact on our operations following a business combination.

However, our efforts in identifying prospective target businesses will not be limited to businesses with proprietary network communications technology.

Accordingly, if we acquire a target business in another industry, these risks we will be subject to risks attendant with the specific industry in which we operate or target business which we acquire, which may or may not be different than those risks listed above.

Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management.

Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.

These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares and the fact that prior to the completion of our initial Business Combination only holders of our shares of Class B common stock, which are held by our initial stockholders, are entitled to

vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of our board of directors for any reason, each of which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

General Risk Factors

We are a newly formed company with

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

We are a newly formed

company with no operating results.

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

achieve our business objective of completing our initial Business Combination with one or more target businesses.

We have no plans,

arrangements or understandings with any prospective target business concerning a Business Combination with our company and may

be unable to complete our initial Business Combination.

If we fail to complete our Business Combination, we will never generate

any operating revenues.

Past performance by our management

team and their respective affiliates may not be indicative of future performance of an investment in us.

Information regarding

performance by, or businesses associated with, our management team and their respective affiliates is presented for informational

purposes only.

Past performance by our management team and their respective affiliates is not a guarantee either (i) that

we will be able to locate a suitable candidate for our initial Business Combination or (ii) of success with respect to any

Business Combination we may consummate.

Our officers and directors have not had management experience with special purpose acquisition

corporations in the past.

You should not rely on the historical performance of our management team and their respective affiliates

as an indication of the future performance of an investment in our company or the returns we will, or are likely to, generate going

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of December 31, 2021, we had approximately $406,126 in our operating bank accounts and working capital deficit of approximately $234,460.

Further, we have incurred, and expect to continue to incur, significant costs in pursuit of our acquisition plans.

Management’s plans to address this need are discussed under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial Business Combination may not be successful.

The initial deadline for us to complete our initial business combination is June 17, 2022.

It is uncertain that the Company will be able to consummate a Business Combination by this time.

If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

These factors, among others, raise substantial doubt about our ability to continue as a going concern through the liquidation date of June 17, 2022.

The financial statements contained elsewhere in this Annual Report do not include any adjustments that might result from our inability to continue as a going concern.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”).

Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants.

As a result of the SEC Statement, we recorded the 13,800,000 public warrants and 10,280,000 Private Placement Warrants in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”).

As a result, included on our balance sheet as of December 31, 2021 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within our warrants.

Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations.

As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control.

Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

We have identified a material weakness in our internal control over financial reporting.

This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

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

Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed, we have identified a material weakness in our internal control over financial reporting related to the Company’s application of ASC 480-10-S99-3A to its accounting classification of the Public Shares and its presentation of earnings per share.

As a result of this material weakness, our management has concluded that our internal control over financial reporting was not

effective as of December 31, 2021.

Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Charter.

Pursuant to the Company’s re-evaluation of the Company’s application of ASC 480-10-S99-3A to its accounting classification of the Public Shares, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter.

As described in “Part II, Item 9A.

Controls and Procedures,” we have concluded that our internal control over financial reporting was ineffective as of December 31, 2021 because material weaknesses existed in our internal control over financial reporting.

We have taken a number of measures to remediate the material weaknesses described therein;

however, if we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information.

Likewise, if our financial statements are not filed on a timely basis, we could be subject to regulatory action, legal proceedings, or investigations by Nasdaq, the SEC or other regulatory authorities.

Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition.

In either case, there could result a material adverse effect on our business.

The existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our stock.

In addition, we will incur additional costs to remediate material weaknesses in our internal control over financial reporting, as described in “Part II, Item 9A.

Controls and Procedures.”

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls.

In addition, even if we are successful in strengthening our controls and procedures, in the future those controls, and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of such material weaknesses, described herein, certain restatements of our prior financials and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements.

As of the date of this Annual Report, we have no knowledge of any such litigation or dispute.

However, we can provide no assurance that such litigation or dispute will not arise in the future.

Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.

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

We are a newly formed company with no operating results.

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial Business Combination with one or more target businesses.

We have no plans, arrangements or understandings with any prospective target business concerning a Business Combination with our company and may be unable to complete our initial Business Combination.

If we fail to complete our Business Combination, we will never generate any operating revenues.

Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses associated with, our management team and their respective affiliates is presented for informational purposes only.

Past performance by our management team and their respective affiliates is not a guarantee either (i) that we will be able to locate a suitable candidate for our initial Business Combination or (ii) of success with respect to any Business Combination we may consummate.

Our officers and directors have not had management experience with special purpose acquisition corporations in the past.

You should not rely on the historical performance of our management team and their respective affiliates as an indication of the future performance of an investment in our company or the returns we will, or are likely to, generate going forward.

In addition, an investment in our company is not an investment in any other entities affiliated with our management team.

Furthermore, our Sponsor is a newly formed entity formed for the sole purpose of holding securities of our company with no operational

or historical record.

We are an emerging growth company

and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure

requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive

to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging

growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies

including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of

any golden parachute payments not previously approved.

As a result, our stockholders may not have access to certain information

they may deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us

to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million

as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the

end of such fiscal year.

We cannot predict whether investors will find our securities less attractive because we will rely on these

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading

prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities

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

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out

of such extended transition period, which means that when a standard is issued or revised and it has different application dates

for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

Additionally, we are

a “smaller reporting company”

as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies

may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited

financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market

value of our common stock held by non-affiliates equals to or exceeds $250 million as of the end of that year’s second

fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the

market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s

second fiscal quarter.

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our

financial statements with other public companies difficult or impossible.

Furthermore, our Sponsor is a newly formed entity formed for the sole purpose of holding securities of our company with no operational or historical record.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

As a result, our stockholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year.

We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals to or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

Unresolved Staff Comments.

Our executive offices are located at Four Palo Alto Square, Suite 200, 3000 El Camino Real, Palo Alto, CA 94306 and our telephone number is 650-575-4456.

The cost for this space is included in the $20,000 per month fee that we pay our Sponsor for office space, administrative and support services.

We consider our current office space adequate for our current operations.

Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

Mine Safety Disclosures.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business