What changed in this filing

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Item 1A. Risk Factors

2024-04-08 compared with 2023-04-06 · 564 added, 530 removed, 737 unchanged (60% of the section changed)

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obligations could negatively impact the performance of an investment in us.

There are potential conflicts of interest that could impact our company and our search for, and pursuit of, potential business combination opportunities, including potential conflicts

associated with the interests and activities of Auldbrass Partners.

These potential conflicts are discussed in more detail elsewhere in this Report and are not, and are not intended to be, a complete enumeration or explanation of all of the

potential conflicts of interest that may arise.

There are potential conflicts of interest that could impact our company and our search for, and pursuit of, potential business combination opportunities, including potential conflicts associated

with the interests and activities of Auldbrass Partners.

These potential conflicts are discussed in more detail elsewhere in this Report and are not, and are not intended to be, a complete enumeration or explanation of all of the potential

conflicts of interest that may arise.

Auldbrass Partners is an indirect investor in our sponsor.

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our initial business combination.

In particular, Mr.

Moore is a member of the board of directors of Longview Acquisition Corp.

II, a special purpose acquisition company that completed its initial public offering in March 2021, which may pursue

initial business combination targets in a range of businesses or industries similar to ours.

Any such special purpose acquisition companies, including Longview Acquisition Corp.

II, may present additional conflicts of interest in pursuing an

acquisition target.

In addition, our officers and directors (including our advisory board members), in their other endeavors (including any affiliation or relationship they may have with Auldbrass Partners), may choose or be required to present

potential business combinations to Auldbrass Partners or to third parties, before they present such opportunities to us.

As a result, if any of our officers, directors or members of our advisory board becomes aware of a business combination

opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to

such entity, before we can pursue such opportunity.

If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.

However, we do not expect these duties to materially affect our ability to complete

our initial business combination.

Our amended and restated certificate of incorporation provides that we renounce our interest in any business combination 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 it is an opportunity that we are able to complete on a reasonable basis.

Our directors and officers are not required to commit any specified amount

of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

In particular, Messrs.

Stanton, Lyles, Thorn and Carter and Ms.

Simms are officers and/or members of the board of directors of Focus Impact BH3 Acquisition Company, a special purpose acquisition company that

completed its initial public offering in October 2021, which may pursue initial business combination targets in a range of businesses or industries similar to ours.

Any such special purpose acquisition companies, including Focus Impact BH3

Acquisition Company, may present additional conflicts of interest in pursuing an acquisition target.

In addition, our officers and directors (including our advisory board members), in their other endeavors (including any affiliation or

relationship they may have with Auldbrass Partners), may choose or be required to present potential business combinations to Auldbrass Partners or to third parties, before they present such opportunities to us.

As a result, if any of our

officers, directors or members of our advisory board becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will need to honor such

fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity.

If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the

However, we do not expect these duties to materially affect our ability to complete our initial business combination.

Our amended and restated certificate of incorporation provides that we renounce our interest in any business combination

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 it is an opportunity that we are able to complete on a reasonable

Our directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying

potential business combinations and monitoring the related due diligence.

Similarly, if Auldbrass Partners becomes aware of a potential business combination opportunity that could be an attractive opportunity for our company, Auldbrass Partners is not under any

obligation to source any potential opportunities for our initial business combination or refer any such opportunities to our company or provide any other services to our company, other than certain advisory and administrative services.

Auldbrass Partners may have fiduciary and/or contractual duties to other entities and, as a result, may have a duty to offer business combination opportunities to those entities before other parties, including our company.

Additionally, certain

companies with which Auldbrass Partners has a relationship may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination.

of these types may present a conflict of interest if Auldbrass Partners may directly or indirectly receive a financial benefit as a result of such transaction.

We believe that any such potential conflicts of interest of Auldbrass Partners and

any of our officers or directors that are affiliated with Auldbrass Partners will be naturally mitigated by the differing nature of services that Auldbrass Partners typically provides to its clients, as compared to our activities related to

pursuing an initial business combination.

Partners may have fiduciary and/or contractual duties to other entities and, as a result, may have a duty to offer business combination opportunities to those entities before other parties, including our company.

Additionally, certain companies

with which Auldbrass Partners has a relationship may enter into transactions with, provide goods or services to, or receive goods or services from an entity with which we seek to complete our initial business combination.

Transactions of these

types may present a conflict of interest if Auldbrass Partners may directly or indirectly receive a financial benefit as a result of such transaction.

We believe that any such potential conflicts of interest of Auldbrass Partners and any of our

officers or directors that are affiliated with Auldbrass Partners will be naturally mitigated by the differing nature of services that Auldbrass Partners typically provides to its clients, as compared to our activities related to pursuing an

initial business combination.

In addition, each of our sponsor, directors and officers does, directly or indirectly, own, founder shares and/or private placement warrants following our initial public offering and,

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

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations

and our search for a business combination and their other businesses.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and

our search for a business combination and their other businesses.

We do not intend to have any full-time employees prior to the completion of our initial business combination.

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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 sponsor, our directors or officers,

although we do not intend to do so.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to

be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although

we do not intend to do so.

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.

Accordingly, such persons or entities may have a conflict

between their interests and ours.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors

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majority of our disinterested directors.

Despite our agreement to obtain an opinion from an independent investment banking firm or from an independent accounting firm, regarding the fairness to our company from a financial point of

view of a business combination with one or more domestic or international businesses affiliated with our officers, directors or existing holders, 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.

Despite our agreement to obtain an opinion from an independent investment banking firm or from an independent accounting firm, regarding the fairness to our company from a financial point of view

of a business combination with one or more domestic or international businesses affiliated with our officers, directors or existing holders, 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.

We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.

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Our ability to successfully effect our business combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the target business, however, cannot presently

be ascertained.

Although some of our key personnel may remain with the target business in senior management or advisory positions following our business combination, it is likely that some or all of the management of the target business will

remain in place.

The role of our key personnel in the target business, however, cannot presently be

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.

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 business combination target’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

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 departure of a business combination target’s key personnel

could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time.

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.

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for them to receive compensation following our business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with the company after the completion of our business combination only if they are able to negotiate employment or consulting agreements in connection

with the business combination.

Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities

for services they would render to us after the completion of the business combination.

Our key personnel may be able to remain with the company after the completion of our business combination only if they are able to negotiate employment or consulting agreements in connection with

the business combination.

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 business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination.

However, we believe the

ability of such individuals to remain with us after the completion of our business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination.

certainty, however, that any of our key personnel will remain with us after the completion of our business combination.

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informational purposes only.

Past experience or performance of our management team, Auldbrass Partners, members of our advisory board or their respective affiliates or related entities is not a guarantee of either (1) our ability to

successfully identify and execute a transaction or (2) success with respect to any business combination that we may consummate.

You should not rely on the historical record of our management team, Auldbrass Partners, members of our advisory

board or their respective affiliates or related entities or any investment’s performance as indicative of the future performance of any investment in us or the returns we will, or are likely to, generate going forward.

An investment in us is

not an investment in Auldbrass Partners.

identify and execute a transaction or (2) success with respect to any business combination that we may consummate.

You should not rely on the historical record of our management team, Auldbrass Partners, members of our advisory board or their

respective affiliates or related entities or any investment’s performance as indicative of the future performance of any investment in us or the returns we will, or are likely to, generate going forward.

An investment in us is not an investment

in Auldbrass Partners.

Members of our management team and board of directors have significant experience as founders, board members, officers or executives of other companies.

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our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.

There is substantial doubt about our ability to continue as a “going concern.”

As of December 31, 2023, we had $224,394 in cash held outside of the trust account.

Further, we have incurred and expect to continue to incur

significant costs in pursuit of our business combination plans.

If we are unable to raise sufficient capital when needed, our business, financial condition and results of operations will be materially and adversely affected, and we will need to

significantly modify our operational plans to continue as a going concern.

These factors, among others, raise substantial doubt about our ability to continue as a going concern.

The financial statements contained elsewhere in this prospectus do

not include any adjustments that might result from our inability to continue as a going concern.

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

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

a majority of our public stockholders do not support such a combination.

Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even if 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 legal reasons.

Except as required by 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.

Except as required by 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.

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.

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Our initial stockholders have agreed to vote their founder shares, as well as any public shares purchased during or after our initial public offering, in favor of our initial business

As a result, in addition to our initial stockholders’ founder shares, we would need 8,625,001, or 37.5%, of the 23,000,000 public shares outstanding to be voted in favor of a transaction (assuming all outstanding shares are voted)

in order to have our initial business combination approved.

Our initial stockholders will own shares representing 20% of our outstanding shares of common stock.

Accordingly, if we seek stockholder approval of our initial business combination,

after approval of our board, it is more likely that the necessary stockholder approval will be received than would be the case if our initial stockholders 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.

At the time of your investment in us, you were not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses.

Following redemptions in connection with the Second Extension Meeting, the sponsor holds approximately 77% of the outstanding shares of the company.

As a result, in addition to our initial stockholders’ founder shares, no additional

public shares would need to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved.

Accordingly, if we seek stockholder approval of our initial business

combination, after approval of our board, it is more likely that the necessary stockholder approval will be received than would be the case if our initial stockholders 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.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses.

Since our board of directors may

complete a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business combination, unless we seek such stockholder vote.

Accordingly, if we do not seek

stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set

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

The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may

make it difficult for us to enter into a business combination with a target.

Accordingly, if we do not seek stockholder

approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our

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

The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make

it difficult for us to enter into 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

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

Furthermore, in no event will we redeem

our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

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

consummation of our initial business combination or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an

alternate business combination.

Consequently, if accepting all properly

submitted redemption requests would cause our net tangible assets to be less than any amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may

instead search for an alternate business combination.

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

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combination 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 business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or

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

In addition, if a larger number of shares are submitted

for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing.

Raising additional third party financing may involve

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

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 business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us

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

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

redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing.

Raising additional third party financing may involve dilutive

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

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

The 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.

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

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

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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 our initial public offering.

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 the Termination Date.

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

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

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 the status of debt and equity markets.

On March 11, 2020, the World Health Organization characterized the coronavirus (COVID-19) outbreak as a “pandemic.” The COVID-19 outbreak has resulted in, and a significant outbreak of other

infectious diseases could result in, a widespread health crisis adversely affecting the economies and financial markets worldwide, potentially including the business of any potential target business with which we intend to consummate a business

Furthermore, we may be unable to complete a business combination at all if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or make it impossible or impractical

to negotiate and consummate a transaction with the target company’s personnel, vendors and service providers in a timely manner, if at all.

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

While vaccines for COVID-19 are being, and have been developed, there is no guarantee that any such vaccine

will be durable and effective consistent with current expectations and we expect it will take significant time before the vaccines are available and accepted on a significant scale The disruptions posed by COVID-19 or other public health

emergencies, diseases or matters of global concern could materially adversely affect our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination.

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

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

Our sponsor, officers and directors have agreed that we must complete our initial business combination within 18 months from the closing of our initial public offering.

We may not be able to

find a suitable target business and complete our initial business combination within such time period.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by major public

health crises like the COVID-19 pandemic and the status of U.S.

and global economy, including the debt and equity markets.

A major public health crisis could impact the U.S.

and global economy.

Disruptions to commercial activity (such as the imposition of quarantines or travel restrictions) or, more

generally, a failure to contain or effectively manage a public health crisis may adversely impact our search for a business combination and the business of any potential target business with which we consummate a business combination.

Additionally, while restrictions have generally been lifted globally, and the World Health Organization has declared the end of the COVID-19 global health emergency,

the COVID-19 pandemic contributed, and any future public health crisis could contribute, to adverse impacts on global commercial activity and supply chain operations and significant volatility in the

equity and debt markets.

Such volatility could impact our ability to consummate a transaction that may be dependent on the ability to raise equity and debt financing.

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

Our sponsor, officers and directors have agreed that we must complete our initial business combination by the Termination Date.

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

our initial business combination within such time period.

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

(i) cease all operations except for the purpose

of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including

interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public

shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law;

and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in 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 $10.20 per share, and our warrants will expire worthless.

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

the redemption of their shares.

See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and other

risk factors below.

If we are unable to complete an initial business combination within the 18-month period, we may seek an amendment to our amended and restated certificate of incorporation to extend the period

of time we have to complete an initial business combination beyond 18 months.

(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 franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish

public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law;

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

our remaining stockholders and our board of directors, dissolve and liquidate, subject in 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 $10.20 per share, and our warrants will expire worthless.

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

See “—If third parties bring

claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and other risk factors below.

If we are unable to complete an initial business combination by the Termination Date, we may seek an amendment to our amended and restated certificate of incorporation to extend the period of

time we have to complete an initial business combination beyond the Termination Date.

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

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industry knowledge than we do and our financial resources are relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire with the net proceeds

of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable is limited by our available financial resources.

While we believe there are numerous target businesses we could potentially acquire with the net proceeds of

our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable is limited by our available financial resources.

This inherent

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stockholders, which may influence a vote on a proposed business combination and reduce the public “float” 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 business combination pursuant to the tender offer rules, our

sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under

no obligation to do so.

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

redemption rights.

In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such

selling stockholders would be required to revoke their prior elections to redeem their shares.

The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining

stockholder approval of the business combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it

appears that such requirement would otherwise not be met.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our sponsor,

directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no

obligation to do so.

stockholders would be required to revoke their prior elections to redeem their shares.

The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder

approval of the business combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it appears that such

requirement would otherwise not be met.

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

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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 proxy solicitation or tender offer materials, as applicable, that

we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares.

For example, we may require

our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender

offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer

agent electronically.

In addition, the proxy solicitation or tender offer materials, as applicable, that we

will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares.

For example, we may require our

public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer

documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent

electronically.

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

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

Since the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business,

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

However, because we will have net tangible assets in excess of $5,000,000, we are exempt from rules promulgated by the SEC to protect investors in blank

check companies, such as Rule 419.

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

Among other things, this means that we will have a longer period of time to complete our business combination than do

companies subject to Rule 419.

Moreover, if our initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust

account were released to us in connection with our completion of an initial business combination.

Since the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business, we

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

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

Accordingly, investors will not be

afforded the benefits or protections of those rules.

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

Moreover, if our initial public offering

were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial

business combination.

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

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If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate

until May 1, 2023, we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire

The funds available to us outside of the trust account may not be sufficient to allow us to operate until May 1, 2023, assuming that our initial business combination is not completed during

We believe that the funds available to us outside of the trust account are sufficient to allow us to operate until May 1, 2023;

until November 1, 2024 (if extended), we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will

expire worthless.

The funds available to us outside of the trust account may not be sufficient to allow us to operate until November 1, 2024 (if extended), assuming that our initial business combination is not

completed during that time.

We believe that the funds available to us outside of the trust account are sufficient to allow us to operate until November 1, 2024;

however, we cannot assure you that our estimate is accurate.

Of the funds available to us, we could use a

portion of the funds available to us to pay fees to consultants to assist us with our search for a target business.

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

designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current

intention to do so.

If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might

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

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

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

Of the funds available

to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business.

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

letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not

have any current intention to do so.

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

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

approximately $10.20 per share on the liquidation of our trust account and our warrants will expire worthless.

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

See “- If third parties bring claims against

us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and other risk factors below.

See “—If third parties

bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and other risk factors below.

If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the

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

Of the net proceeds of our initial public offering and the sale of the private placement warrants, only approximately $1,900,000 (as of December 31, 2022) will be available to us outside the

trust account to fund our working capital requirements.

Of the net proceeds of our initial public offering, the sale of the private placement warrants and borrowings from related parties, only $224,394 (as of December 31, 2023) are available to us outside the trust

account to fund our working capital requirements.

If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate.

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

Any such advances would be repaid only from funds held outside the trust account or from funds released to

us upon completion of our initial business combination.

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

against any and all rights to seek access to funds in our trust account.

Any such advances would be repaid only from funds held outside the trust account or from funds released

to us upon completion of our initial business combination.

We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a

waiver against any and all rights to seek access to funds in our trust account.

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

If we are unable to complete our initial business combination

because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

Consequently, our public stockholders may only receive approximately $10.20 per share on our redemption of our

public shares, and our warrants will expire worthless.

If we are unable to complete our initial business

combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

Consequently, our public stockholders may only receive approximately $10.20 per share on our redemption

of our public shares, and our warrants will expire worthless.

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

See “- If third parties bring claims against us, the proceeds

held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and other risk factors below.

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

than $10.20 per share.

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

proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and other risk factors below.

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

$10.20 per share.

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 (other than our

independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust

account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to,

fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the

funds held in the trust 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.

The underwriters of our initial public offering

will not execute an agreement with us waiving such claims to the monies in the trust account.

Although we will seek to have all vendors, service providers (other than our independent

registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the

benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent

inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held

in the trust account.

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.

The underwriters of our initial public offering will not

execute an agreement with us waiving such claims to the monies in the trust account.

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

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for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.20 per

share initially held in the trust account, due to claims of such creditors.

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or 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) $10.20 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 interest that may be withdrawn to pay our franchise and income 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 our initial public offering against certain liabilities, including

liabilities under the Securities Act.

Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.20 per share

initially held in the trust account, due to claims of such creditors.

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or 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) $10.20 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 interest that may be withdrawn to pay our franchise and income 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 our 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.

have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company.

We have not asked our sponsor to reserve for such

indemnification obligations.

independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company.

We have not asked our sponsor to reserve for such indemnification

Therefore, our sponsor may not 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 $10.20 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 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.

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 $10.20 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 share in connection with any redemption of your public shares.

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

We may not have sufficient funds to satisfy indemnification claims of our directors and officers, and our obligation to indemnify our directors and officers may have certain

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reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares).

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

funds outside of the trust account or (ii) we consummate an initial business combination and the post-combination business has sufficient funds to provide such indemnification.

Our obligation to indemnify our officers and directors may

discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

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

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

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our

officers and directors pursuant to these indemnification provisions.

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

outside of the trust account or (ii) we consummate an initial business combination and the post-combination business has sufficient funds to provide such indemnification.

Our obligation to indemnify our officers and directors may discourage

stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

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

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

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and

directors pursuant to these indemnification provisions.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for

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be reduced below $10.20 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 stockholders may be less than $10.20 per share.

The net proceeds of our initial public offering and certain proceeds from the sale of the private placement warrants, in the amount of $234,600,000, may only be invested in direct U.S.

obligations having 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.

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 pro-rata share of the proceeds held in the trust account, plus any interest income.

If the balance of the trust account is reduced below $204,000,000 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 $10.20 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

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If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not

dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to

recover all amounts received by our stockholders.

In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive

damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

all amounts received by our stockholders.

In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by

paying public stockholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us

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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.

Act which invest only in direct U.S.

government treasury obligations.

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

By restricting the investment of the proceeds to these

instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an

“investment company” within the meaning of the Investment Company Act.

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:

(a) the completion of our initial business combination, (b) the redemption of

any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation to (i) modify the substance or timing of our obligation to provide holders of our Class A common stock the

right to have their shares redeemed 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 our initial public

offering or (ii) with respect to any other provisions relating to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we have not consummated our business combination by May 1, 2023, subject to

applicable law.

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 $10.20 per share on the liquidation of our trust account and our warrants will expire worthless.

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.

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

Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and

results of operations.

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

The SEC has recently issued proposed rules to regulate special purpose acquisition companies.

Certain of the procedures that we, a potential business combination target, or others may determine

to undertake in connection with such proposals may increase our costs and the time needed to complete an initial business combination and may constrain the circumstances under which we could complete an initial business combination.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Proposed Rules”) that would, among other items, impose additional disclosure requirements in initial public offerings by special purpose acquisition

companies and business combination transactions involving special purpose acquisition companies and private operating companies;

amend the financial statement requirements applicable to business combination transactions involving such

update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions;

increase the potential liability of certain

participants in proposed business combination transactions;

and impact the extent to which special purpose acquisition companies could become subject to regulation under the Investment Company Act.

These rules, if adopted, whether in the form

proposed or in revised form, may materially adversely affect our business, including our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

(a) the completion of our initial business combination, (b) the redemption of any public

shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation to (i) modify the substance or timing of our obligation to provide holders of our Class A common stock the right to have

their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by the Termination Date or (ii) with respect to any other provisions relating

to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we have not consummated our business combination by the Termination Date, subject to applicable law.

If we do not invest the proceeds as

discussed above, we may be deemed to be subject to the Investment Company Act.

The funds in the trust account have, since our initial public offering, been held only in U.S.

government treasury obligations with a maturity of 185 days or less or in money

market funds investing solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

However, to mitigate the risk of us being deemed to be an unregistered investment company

(including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, on October 31, 2023, FIAC instructed Continental Stock Transfer & Trust Company, the

trustee with respect to the trust account, to liquidate the U.S.

government treasury obligations or money market funds held in the trust account and thereafter to maintain the funds in the trust account in cash in an interest-bearing demand

deposit account at a bank until the earlier of the consummation of a business combination and the liquidation of FIAC.

Interest on such deposit account is currently 4.5% per annum, but such deposit account carries a variable rate and FIAC cannot

assure you that such rate will not decrease or increase significantly.

Following such liquidation, we would likely receive minimal interest on the funds held in the trust account.

However, interest previously earned on the funds held in the trust

account still may be released to us to pay our taxes, if any.

As a result, any decision to liquidate the investments held in the trust account and thereafter to hold all funds in the trust account in cash in an interest-bearing demand deposit

account would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of FIAC.

In the adopting release for the SPAC Rules (as defined below), the SEC provided guidance that a SPAC’s potential status as an “investment company” depends on a variety of factors,

such as a SPAC’s duration, asset composition, business purpose and activities and “is a question of facts and circumstances” requiring individualized analysis.

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.

Additionally, if we were deemed to be an investment company, and we are unable to

modify our activities so that we would not be deemed an investment company, we would either register as an investment company or abandon our efforts to complete an initial business combination and instead liquidate the Trust Account.

our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders, would be unable to realize the potential benefits of an initial business combination,

including the possible appreciation of the combined company’s securities and our warrants may expire worthless.

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 FIAC’s

business, including its ability to negotiate and complete its initial business combination, and results of operations.

We are and will be subject to laws and regulations enacted by national, regional and local governments and, potentially, foreign jurisdictions.

In particular, we will be required

to comply with certain SEC and other legal requirements, its business combination may be contingent on its ability to comply with certain laws and regulations and any post-business combination company may be subject to additional laws and

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, including its ability to negotiate and complete its initial business combination, and results of

In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on its business, including its ability to negotiate and complete its initial business combination,

and results of operations.

On January 24, 2024, the SEC adopted the previously proposed rules (the “ SPAC Rules ”), relating to, among other things, circumstances in which SPACs could potentially be

subject to the Investment Company Act and the regulations thereunder.

Specifically, the SPAC Rules mandate additional disclosure in business combinations involving SPACs and private operating companies;

condensed financial statement requirements

applicable to transactions involving shell companies, the use of projections by SPACs in SEC filing in connection with proposed business combination transactions, the potential liability of certain participants in proposed business combination

transactions.

Compliance with the SPAC Rules may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

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.

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The pro rata portion of our

trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by May 1, 2023 may be considered a liquidating distribution under Delaware law.

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

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 by the Termination Date may be considered a liquidating distribution under Delaware

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 May 1, 2023 in the event we do not complete our business combination and, therefore, we do not intend to comply with the

foregoing procedures.

However, it is our intention to redeem our public shares as soon as reasonably possible following the Termination Date in the event we do not complete our 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

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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 by May 1, 2023 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

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 by the Termination Date 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.

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Prior to consummation of our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.

As a result, Nasdaq will consider us to

be a “controlled company” within the meaning of the Nasdaq corporate governance standards.

As a result, Nasdaq will consider us to be

a “controlled company” within the meaning of the Nasdaq corporate governance standards.

Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a

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may adversely affect the market price of our Class A common stock.

Pursuant to an agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial stockholders and their permitted transferees can

demand that we register the private placement warrants and the shares of Class A common stock issuable upon exercise of the founder shares and the private placement warrants held by them and holders of warrants that may be issued upon

conversion of working capital loans may demand that we register such warrants or the Class A common stock issuable upon exercise of such warrants.

Pursuant to an agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial stockholders and their permitted transferees can demand

that we register the private placement warrants and the shares of Class A common stock issuable upon exercise of the founder shares and the private placement warrants held by them and holders of warrants that may be issued upon conversion of

working capital loans may demand that we register 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 stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our

Class A common stock that is expected when the securities owned by our initial stockholders or holders of working capital loans or their respective permitted transferees are registered.

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.

common stock that is expected when the securities owned by our initial stockholders or holders of working capital loans or their respective permitted transferees are registered.

Because we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business combination, you will be unable to

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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 the

information contained in this Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able to adequately ascertain or

assess all of the significant risk factors.

contained in this Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able to adequately ascertain or assess all of

the significant risk factors.

Accordingly, any stockholders who choose to remain stockholders following our business combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a

remedy for such reduction in value.

A slowdown in economic growth in the markets that our business target operates in may materially and adversely affect our business, financial condition, liquidity and

results of operations, the value of our securities and the trading price of our shares following our business combination.

Such stockholders are unlikely to have a remedy for such

reduction in value.

A slowdown in economic growth in the markets that our business target operates in may materially and adversely affect our business, financial condition, liquidity and results

of operations, the value of our securities and the trading price of our shares following our business combination.

Following the business combination, our results of operations, liquidity and financial condition may be dependent on, and may be adversely affected by, conditions in financial markets in the

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The specific economy could be adversely affected by various factors, such as political or regulatory action, including pandemics, social disturbances, terrorist

attacks and other acts of violence or war, natural calamities, interest rates, inflation, commodity and energy prices and various other factors which may materially and adversely affect our business, financial condition, liquidity and results

of operations, the value of our securities and the trading price of our shares following the business combination.

operations, the value of our securities and the trading price of our shares following the business combination.

Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial business combination.

Recent increases in inflation and interest rates in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, and may lead to other national, regional

and international economic disruptions, any of which could make it more difficult for us to consummate an initial business combination.

Although the U.S.

inflation rate has decreased in the fourth quarter, it remains well above the historic levels over the past several decades.

Such increased inflation and interest rates in the

United States and elsewhere may lead to (i) increased price volatility for publicly traded securities, including ours, (ii) increased borrowing costs and higher risk-free rates, (iii) other national, regional and international economic

disruptions, and (iv) uncertainty regarding the valuation of target businesses, any of which could make it more difficult for us to consummate an initial business combination.

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

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meet our general criteria and guidelines.

If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share on the liquidation of our trust account and our warrants will

expire worthless.

If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share on the liquidation of our trust account and our warrants will expire

We may seek acquisition opportunities with 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 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.

To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous

risks inherent in the operations of the business with which we combine.

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

Although our officers and directors will endeavor to

evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks

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

Although our officers and directors will endeavor to evaluate

the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence.

Furthermore, some of these risks may be

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

We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from

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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.

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 500,000,000 shares of Class A common stock, par value $0.0001 per share, 50,000,000 shares of Class B

common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share.

Our amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of Class A common stock, par value $0.0001 per share, 50,000,000 shares of Class B common

stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share.

There are currently 493,282,422 and 49,250,000 authorized but unissued shares of Class A common stock and Class B common stock,

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presented to stockholders prior to or in connection with the completion of an initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a

business combination after May 1, 2023 or (y) amend the foregoing provisions.

These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be

amended with a stockholder vote.

business combination after the Termination Date or (y) amend the foregoing provisions.

These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may

be amended with a stockholder vote.

The issuance of additional shares of common or preferred stock:

may significantly dilute the equity interest of investors in our initial public offering;

may significantly dilute the equity interest of investors in our securities;

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

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stockholders may receive only approximately $10.20 per share on the liquidation of our trust account and our warrants will expire worthless.

Since our sponsor (including our officers and directors that directly or indirectly own founder shares) will lose their entire investment in us if our business combination

is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

Since our sponsor (including our officers and directors that directly or indirectly own founder shares) will lose their entire investment in us if our business combination is

not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

In addition, as a result of the low price paid for the founder shares, our

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business combination and influencing the operation of the business following the initial business combination.

In addition, as a result of the low acquisition cost of our founder shares, the holders of our founder shares (including our officers and directors that directly or indirectly own founder

shares) could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public stockholders.

Thus, such parties may have

more of an economic incentive for us to enter into an initial business combination with a riskier, weaker performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if

such parties had paid the full offering price for their founder shares.

In addition, as a result of the low acquisition cost of our founder shares, the holders of our founder shares (including our officers and directors that directly or indirectly own founder shares)

could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public stockholders.

Thus, such parties may have more of

an economic incentive for us to enter into an initial business combination with a riskier, weaker performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such

parties had paid the full offering price for their founder shares.

We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after our initial public offering, which may include

acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction.

Our underwriters are entitled to receive deferred commissions that will be released from

the trust only upon the completion of an initial business combination.

These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after our initial public offering,

including, for example, in connection with the sourcing and consummation of an initial business combination.

Our underwriters are entitled to receive deferred commissions that will be released from the

trust only upon the completion of an initial business combination.

These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after our initial public offering, including,

for example, in connection with the sourcing and consummation of an initial business combination.

We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after our initial public offering, including, for example, identifying

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The underwriters’ or their respective affiliates’ financial interests 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.

initial business combination.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial

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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;

or renegotiation of that covenant;

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

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This lack of diversification may negatively impact our operations and profitability.

Of the net proceeds from our initial public offering and the sale of the private placement warrants, $234,600,000 will be available to complete our business combination and pay related fees and

expenses (which includes $8,650,000 for the payment of deferred underwriting commissions).

We may effectuate our business combination with a single target business or multiple target businesses simultaneously or within a short period of time.

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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 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.

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 effectuate our initial business combination with a privately held company.

By definition, very little public information 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.

By definition, very little public information 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.

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a substantial majority of our stockholders do not agree.

Our amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would

cause our net tangible assets to be less than $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.

As a result, we may be able to complete our

business combination even if 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 sponsor, officers, directors, 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.

Our amended and restated certificate of incorporation does not provide a specified maximum redemption threshold.

As a result, we may be able to complete our business combination even if 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 sponsor, officers, directors, 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

In order to effectuate our initial business combination, we may seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that

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DGCL or Nasdaq rules.

Our initial stockholders, who collectively beneficially own up to 20% of our common stock, will 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 govern our pre-business combination behavior more easily than some other blank

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

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 govern our pre-business combination behavior more easily than some other blank check

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

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 written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that

would modify the substance or timing of our obligation to provide holders of our Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do

not complete our initial business combination by May 1, 2023 or with respect to any other provision relating to the rights of holders of our Class A common stock unless we provide our public stockholders with the opportunity to redeem their

shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and

not previously released to the Company to pay franchise and income taxes, if any, divided by the number of the then outstanding public shares.

These agreements are contained in a letter agreement that we have entered into with our sponsor,

officers and directors.

Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these

complete our initial business combination by the Termination Date or with respect to any other provision relating to the rights of holders of our Class A common stock unless we provide our public stockholders with the opportunity to redeem their

previously released to the Company to pay franchise and income taxes, if any, divided by the number of the then outstanding public shares.

These agreements are contained in a letter agreement that we have entered into with our sponsor, officers

and directors.

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

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Any amendment entered into in connection with the consummation of our initial business

combination will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to such initial business combination, and any other material amendment to any of our material agreements will be disclosed in a filing

with the SEC.

Any such amendments would not require approval from our stockholders, may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an

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combination, because we have not yet entered into a definitive agreement with any prospective target business we cannot ascertain the capital requirements for any particular transaction.

If the net proceeds of our initial public offering and

the sale of the private placement warrants 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.

If the net proceeds of our initial public offering and the

sale of the private placement warrants 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.

unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our

franchise and income taxes on the liquidation of our trust account and our warrants will expire worthless.

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

operations or growth of the target business.

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.

If we are unable to complete

our initial business combination, our public stockholders may receive only approximately $10.20 per share plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income

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

In addition, even if we do not need additional financing to complete our 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 $10.20 per share on the

liquidation of our trust account, and our warrants will expire worthless.

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 $10.20 per share on the liquidation of our trust

account, and our warrants will expire worthless.

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

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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 initial stockholders,

because of their ownership position, will have considerable influence regarding the outcome.

In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board

of directors for any reason.

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 initial stockholders, because of

their ownership position, will have considerable influence regarding the outcome.

In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors

for any reason.

In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

Accordingly, our initial stockholders will continue to exert

control at least until the completion of our business combination.

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 us to consummate an initial business combination.

Unlike most blank check companies, if (i) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our

initial business combination at a Newly Issued Price of less than $9.20 per shares of common stock, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for

the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be

adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described in Exhibit 4.2 of this Report 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 described Exhibit 4.2 of this Report will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly

Issued Price.

Unlike most blank check companies, if (i) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial

business combination at a Newly Issued Price of less than $9.20 per shares of common stock, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the

funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to

be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described in Exhibit 4.2 of this Report 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 described Exhibit 4.2 of this Report 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.

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October 2021, our sponsor surrendered 1,437,500 founder shares resulting in our sponsor holding 5,750,000 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.

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 sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant at the option of the lender.

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assigned or sold by our sponsor until 30 days after the completion of our initial business combination and (iii) they may be exercised by the holders on a cashless basis.

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.

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 the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure.

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incorporation.

If any action the subject matter of which is within the scope the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder

shall be deemed to have consented to:

If any action the subject matter of which is within the scope the forum provisions is filed in a court other than a court located within the State of Delaware (a “ foreign action ”) in the name of any stockholder, such

stockholder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “ enforcement

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employees, which may discourage such lawsuits.

Alternatively, if a court were to find this provision of our amended and restated certificate of incorporation 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.

Alternatively, if a court were to find this provision of our amended and restated certificate of incorporation 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.

If we effect 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

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already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration.

As a result, at times,

fewer attractive targets may be available to consummate 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 targets companies to demand improved financial terms.

As a result, at times, fewer

attractive targets may be available to consummate 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 targets companies to demand improved financial terms.

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

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

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.

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.

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

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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

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.

insurance ”).

Risks Relating to the Post-Business Combination Company

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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.

Although 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.

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.

Although 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 who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have

a remedy for such reduction in value.

Such stockholders are unlikely to have a

remedy for such reduction in value.

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

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management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

Accordingly, any stockholders who choose to

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

Accordingly, any stockholders who choose to remain

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

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

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Our public stockholders are entitled to receive funds from the trust account only upon the earliest to occur of:

(a) the completion of our initial business combination, (b) the redemption of

any public shares properly tendered 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 provide holders of our Class A common stock the

right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by May 1, 2023 or (ii) with respect to any other provisions

relating to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we have not consummated our business combination by May 1, 2023, subject to applicable law and as further described herein.

addition, if we are unable to complete an initial business combination within 18 months from the closing of our initial public offering 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 May 1, 2023 before they receive funds from our trust account.

other circumstances will a public stockholder have any right or interest of any kind in the trust account.

(a) the completion of our initial business combination, (b) the redemption of any

public shares properly tendered 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 provide holders of our Class A common stock the right

to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by the Termination Date or (ii) with respect to any other provisions

relating to the rights of holders of our Class A common stock, and (c) the redemption of our public shares if we have not consummated our business combination by the Termination Date, subject to applicable law and as further described herein.

addition, if we are unable to complete an initial business combination by the Termination Date 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 Termination Date 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.

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.

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.

Our securities are currently listed on Nasdaq, however, we cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination.

In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels.

In general, we must maintain a minimum number 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 Nasdaq’s initial listing requirements, which are more rigorous

than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.

For instance, our stock price would generally be required to be at least $4 per share, our stockholders’ equity would

generally be required to be at least $5 million and we would be required to have a minimum of 300 round lot holders of our unrestricted securities (with at least 50% of such round lot holders holding unrestricted securities with a market value

of at least $2,500).

In general, we must maintain a minimum bid price of $1.00 per share, a

minimum market value of our listed securities of $50 million and a minimum of 400 public holders of our securities.

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s

initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.

For instance, our minimum bid price would generally be required to be

at least $4.00 per share, the minimum market value of our listed securities must be at least $75 million and we would be required to have a minimum of 400 round lot holders of our unrestricted securities (with at least 50% of such round lot

holders holding unrestricted securities with a market value of at least $2,500).

We cannot assure you that we will be able to meet those initial listing requirements at that time.

If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be

quoted on an over-the-counter market.

On October 16, 2023, we received a written notice from the Listing Qualifications Department of Nasdaq that we were no longer in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a

minimum of 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Public Holders Rule”).

Based on the plan of compliance we submitted to Nasdaq on November 17, 2023, Nasdaq granted us an extension until April 15, 2024

to regain compliance with the Minimum Public Holders Rule.

In the event we do not regain compliance with the Minimum Public Holders Rule, Nasdaq will provide written notification that our securities will be delisted.

At that time, we may appeal

Nasdaq’s determination to a Listing Qualifications Panel.

If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such 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:

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Although the states are preempted from

regulating the sale of our 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.

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.

We are not registering the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such

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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 residence of the exercising holder, or an exemption from registration or qualification is available.

of the state of residence of the exercising holder, or an exemption from registration or qualification is available.

However, we will use our commercially reasonable efforts to register or qualify the Class A common stock issuable upon the

exercise of the public warrants under applicable state securities laws to the extent an exemption from such registration or qualification is not available (including, without limitation, the exemption available so long as the Class A common

stock is a “covered security” under Section 18(b)(1) of the Securities Act or if such warrant is being exercised pursuant and in accordance with Section 3(a)(9) of the Securities Act).

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 of Class A common stock issuable upon exercise of the warrants under applicable blue sky laws to the extent an exemption is not available.

will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state

securities laws and there is no exemption available.

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 included as part of units sold in our initial public offering.

In such an instance, our sponsor and its permitted transferees (which may include our directors and officers) would be able to exercise their warrants and sell the

shares of common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying shares of Class A 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 applicable state securities laws and even if an exemption from such registration or qualification is not

As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

If you exercise your public warrants on a “cashless basis,” you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such

warrants for cash.

is a “covered security” under Section 18(b)(1) of the Securities Act or if such warrant is being exercised pursuant and in accordance with Section 3(a)(9) of the Securities Act).

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 of Class A common stock issuable upon exercise of the warrants 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, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws

and there is no exemption available.

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.

included as part of units sold in our initial public offering.

In such an instance, our sponsor and its permitted transferees (which may include our directors and officers) would be able to exercise their warrants and sell the shares of common

stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying shares of Class A 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 applicable state securities laws and even if an exemption from such registration or qualification is not available.

result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

If you exercise your public warrants on a “cashless basis,” you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants

There are circumstances in which the exercise of the public warrants may be required or permitted to be made on a cashless basis.

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that such exemption is available;

if that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis, in which case the number of shares of Class A common stock that you will

receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 shares per warrant (subject to adjustment).

For example, if the holder is exercising 875 warrants at $11.50 per share through a

cashless exercise when the shares of our Class A common stock have a fair market value of $17.50 per share when there is no effective registration statement, then, upon the cashless exercise, the holder will receive 300 shares of our Class A

common stock.

upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 shares per warrant (subject to adjustment).

For example, if the holder is exercising 875 warrants at $11.50 per share through a cashless

exercise when the shares of our Class A common stock have a fair market value of $17.50 per share when there is no effective registration statement, then, upon the cashless exercise, the holder will receive 300 shares of our Class A common

The holder would have received 875 shares of our Class A common stock if the exercise price was paid in cash.

This will have the effect of reducing the potential “upside” of the holder’s investment in our company because the

warrant holder will hold a smaller number of shares of our Class A common stock upon a cashless exercise of the warrants they hold.

This will have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant

holder will hold a smaller number of shares of our Class A common stock upon a cashless exercise of the warrants they hold.

Third, if we call the warrants for redemption in the circumstances described in Exhibit 4.2 of this Report, holders who wish to exercise their warrants may do so on a cashless basis.

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We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 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

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 are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

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warrants and the warrant agreement set forth in our final prospectus, or defective provision, (ii) amending the provisions relating to cash dividends on shares of common stock as contemplated by and in accordance with the warrant agreement or

(iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the

rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of

public 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 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.

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, shorten the

exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public

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.

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, 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 give proper notice of such redemption and provided

certain other conditions are met.

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 give proper notice of such redemption 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.

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We have established the components of the units in this way in order to reduce the

dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a warrant to purchase one whole share,

thus making us, we believe, a more attractive merger partner for target businesses.

making us, we believe, a more attractive merger partner for target businesses.

Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

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

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.

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 will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for

which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have

consented to the forum provisions in our warrant agreement.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which

the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in 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 “ 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 (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by

service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

(x) the personal jurisdiction of the state and federal courts

located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “ enforcement action ”), and (y) having service of process made upon such warrant holder in any such enforcement

action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such

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requirements available to emerging growth companies or 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 internal controls attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of

any golden parachute payments not previously approved.

We 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 internal controls 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 Class A common stock held by non-affiliates exceeds $700 million as of the end of a prior fiscal year’s second fiscal quarter before that time, in which case we would no

longer be an emerging growth company as of the following December 31.

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 Class A common stock held by non-affiliates exceeds $700 million as of the end of a prior fiscal year’s second fiscal quarter before that time, in which case we would no longer

be an emerging growth company as of the following December 31.

We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive

as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more

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

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,

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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.

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.

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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 shares of Class A common stock held

by non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our shares of Class A common stock held by

non-affiliates equals or exceeds $700 million as of the prior June 30.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of Class A common stock held by

non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our shares of Class A common stock held by non-affiliates

equals or exceeds $700 million as of the prior June 30.

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.

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.

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

We have identified a material weakness in our internal control over financial reporting relating to our inadequate control

for the withdrawal of funds from the Trust Account as of December 31, 2023.

If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results

in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

As described elsewhere in this Report, we have identified a material weakness in our internal controls over financial reporting relating to our

inadequate control for the timing of withdrawals of funds from the Trust Account.

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 and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

To respond to the material weakness we

identified, we plan to incorporate enhanced communication and documentation procedures between our operations team and the individuals responsible for preparation of financial statements, as described in Part II, Item 9A:

Procedures included in this Report.

We continue to evaluate steps to remediate the material weakness.

These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or

detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements.

In such case, we may be unable to maintain compliance with securities law requirements regarding

timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result.

We cannot assure you that the measures we

have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We, and following our initial business combination, the post-business combination company, may face litigation and other

risks as a result of the material weakness in our internal control over financial reporting.

We identified a material weakness in our internal controls over financial reporting.

As a result of such material weakness and other matters

raised or that may in the future be raised by the SEC, we face the 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 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors