What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-04-08 compared with 2023-04-06 · 9 added, 1615 removed, 25 unchanged (98% of the section changed)

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in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions subsequent to completion of an initial business combination.

The payment of any cash dividends subsequent to an

initial business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable

The payment of any cash dividends subsequent to an initial

business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

9 unchanged sentences

The registration statements became effective on October 27, 2021.

Simultaneously with the closing of IPO, the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement

Warrant to the Sponsor, generating gross proceeds to the Company of $11,200,000.

Simultaneously with the closing of initial public offering, the Company completed the private sale of 11,200,000 warrants (the “ Private Placement Warrants ”) at a purchase price of $1.00

per Private Placement Warrant to the sponsor, generating gross proceeds to the Company of $11,200,000.

Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

1 unchanged sentence

assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering including the over-allotment option, and the sale of the Private Placement Warrants, $234,600,000 was placed in the Trust

We paid a total of $4,000,000 of underwriting commissions and $807,525 for other offering costs related to the IPO.

In addition, the underwriters are entitled to deferred underwriting

commissions of $8,650,000, which will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting

agreement for the offering.

Of the gross proceeds received from the initial public offering including the over-allotment option, and the sale of the Private Placement Warrants, $234,600,000 was placed in the trust account.

We paid a total of $4,000,000 of underwriting commissions and $807,525 for other offering costs related to the initial public offering.

The underwriters have waived any right to receive the

deferred underwriting commissions of $8,650,000, and therefore will receive no additional underwriting fee in the event that the Company completes an initial business combination.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

SELECTED FINANCIAL DATA

Not applicable.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in

Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially

from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere in this Annual Report on Form

We are a newly organized blank check company incorporated on February 23, 2021 as a Delaware corporation and formed for the purpose of effect a merger, capital stock exchange, asset acquisition, stock purchase,

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

Our sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for our initial public offering was declared effective on October 27, 2021.

1, 2021, we consummated our initial public offering (the “Initial Public Offering”) of 23,000,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 3,000,000 units, at a purchase price of $10.00 per Unit.

Offering costs amounted to $13,457,525 consisting of $4,000,000 of underwriting commissions, $8,650,000 of deferred underwriting commissions, and $807,525 of other offering costs.

Of the offering costs, $509,712 is included within the statement

of operations and $12,947,813 is included in temporary equity.

Simultaneously with the closing of IPO, we completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor,

generating gross proceeds to us of $11,200,000.

Upon the closing of the IPO, $10.20 per Unit sold in the IPO (including the full exercise of the underwriters’ over-allotment option) and the proceeds of the sale of the Private Placement Warrants, are held in a

trust account (“Trust Account”) and will be invested only in U.S.

government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only

in direct U.S.

government treasury obligations.

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

(a) the completion of the 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 the initial Business Combination or to redeem 100% of our public shares if we do not complete the initial Business Combination within 18 months from the closing of this 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 the initial Business Combination within 18 months from the closing of this offering,

subject to applicable law.

We amended and restated certificate of incorporation provides that we will have only 18 months from the closing of the Proposed Public Offering (the “Combination Period”) to complete the initial Business

If we are unable to complete the initial Business Combination within such 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.

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

If we do not complete the initial Business

Combination within 18 months from the closing of this offering (or such extended period to complete an initial Business Combination), 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.

Liquidity, Capital Resources and Going Concern

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going

Concern,” management believes that the funds which we have available following the completion of the IPO may not enable it to sustain operations for a period of at least one-year from the issuance date of this financial statement.

foregoing, management believes that we may not have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will be using

these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target

business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to

Continue as a Going Concern,” management has determined that the mandatory liquidation, working capital deficiency and subsequent dissolution, should we be unable to complete a Business Combination, raises substantial doubt about our ability to

continue as a going concern.

We have until May 1, 2023 to consummate a Business Combination.

It is uncertain that we will be able to consummate a Business Combination by this time.

If a Business Combination is not consummated by this date,

there will be a mandatory liquidation and subsequent dissolution.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 1, 2023.

Extension of Combination Period

On April 5, 2023, we filed a definitive proxy statement with the SEC (the “Proxy Statement”) relating to an extraordinary meeting of shareholders (the “Extension Meeting”) at which we will propose to extend to amend our amended and restated memorandum and articles of association (the “Articles Amendment”) to extend the date (the “Termination Date”) by which we have to consummate a business combination from May 1, 2023 (the “Original

Termination Date”) to August 1, 2023 (the “Articles Extension Date”) and to allow us, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by

an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until May 1,

2024, or a total of up to twelve months after the Original Termination Date, unless the closing of our initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”).

As disclosed in the Proxy Statement, relating to the

extraordinary general meeting of shareholders (the “Extension Meeting”), the Sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will

contribute to us as a loan, within five (5) business days of the date of the Extension Meeting, of the lesser of (a) an aggregate of $487,500 or (b) $0.0975 per share that is not redeemed in connection with the Extension Meeting, to be

deposited into the trust account established in connection with our initial public offering.

In addition, in the event we do not consummate an initial business combination by the Articles Extension Date, the Lender will contribute to us as

a loan up to the lesser of (a) $1,462,500 or (b) $0.2925 per each share that is not redeemed in connection with the Extension Meeting in nine equal installments to be deposited into the Trust Account for each of nine one-month extensions following the Articles Extension Date.

The Extension Meeting will be held on April 24, 2023.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our

operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of this

Our results of operations and ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many

of which are beyond our control.

Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions,

declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine.

We cannot at this

time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination.

Inflation Reduction Act of 2022 (the “IR Act”)

On August 16, 2022, the IR Act was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the

fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

The Treasury has been given authority to provide

regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the

Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the

Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection

with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not

by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to

complete a Business Combination.

Results of Operations

As of December 31, 2022, we have not commenced any operations.

All activity for the period from February 23, 2021 (inception) through December 31, 2022 relates to our formation and the Initial Public Offering,

and since the closing of the IPO, the search for a prospective initial Business Combination.

We have neither engaged in any operations nor generated any revenues to date.

We will not generate any operating revenues until after the completion of

our initial Business Combination, at the earliest.

We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

We expect to incur increased

expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2022, we had net income of $11,635,200 resulting from the change in fair value of warrants of $10,669,000, interest income from operating account of $7,413 and trust earnings of

$3,433,975, partially offset by provision for income taxes of $645,442 and operating costs of $1,829,746.

For the period from February 23, 2021 (inception) through December 31, 2021, we had net income of $3,829,169 resulting from the change in fair value of warrants of $4,767,000 and trust earnings of $3,156,

partially offset by warrant transaction costs of $509,712 and operating costs of $431,275.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

Administrative Services Agreement

Commencing on the date that our securities are first listed on the Nasdaq, we agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support provided

Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees.

Registration and Stockholder Rights

The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the

Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights and stockholder agreement

to be signed prior to the consummation of the IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock).

The holders of the majority of these securities are

entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the

completion of the initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

Underwriter Agreement

On November 1, 2021, we paid a cash underwriting commission of $4,000,000 or approximately $0.17 per Unit, including the over-allotment option.

The underwriters are entitled to deferred underwriting commissions of approximately $0.376 per unit, or $8,650,000 in the aggregate (including the commission related to the underwriters’ exercise of the

over-allotment option).

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an Initial Business Combination, subject to the terms of the underwriting agreement

for the offering.

Critical Accounting Policies

Offering Costs associated with the Initial Public Offering

We comply with the requirements of the ASC 340-10-S99-1.

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO.

costs will be allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with warrant liabilities were expensed and presented as

non-operating expenses in the statement of operations and offering costs associated with the Class A common stock were charged to temporary equity.

Offering costs amounted to $13,457,525 consisting of $4,000,000 of underwriting commissions,

$8,650,000 of deferred underwriting commissions, and $807,525 of other offering costs.

Of the offering costs, $509,712 was included within the statement of operations and $12,947,813 was included in temporary equity.

Common Stock Subject to Possible Redemption

All of the 23,000,000 common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a

stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to our amended and restated certificate of incorporation.

In accordance with SEC and its staff’s guidance on redeemable

equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control require common stock subject to redemption to be classified outside of permanent equity.

Therefore, all shares of Class A common

stock have been classified outside of permanent equity.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Net Income Per Common Stock

We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per common stock is computed by dividing net income by the weighted average number of shares of

common stock outstanding during the period, excluding common stock subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 750,000 shares of common stock that are subject to forfeiture if the over-allotment

option is not exercised by the underwriter.

At December 31, 2022 and 2021, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of us.

a result, diluted income per common stock is the same as basic income per common stock for the period presented.

We account for the warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do

not meet the criteria for equity treatment and must be recorded as a liability.

Accordingly, we classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period.

This liability

will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in our statement of operations.

The fair value of warrants was estimated using an internal valuation

Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled.

Such warrant classification is also subject to

re-evaluation at each reporting period.

Off-Balance Sheet Arrangements

As of December 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it 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 independent registered public accounting firm attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its 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.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not

had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a

company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

This information appears following Item 15 of this Annual Report and is included herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods

specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as

appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of

the end of the fiscal year ended December 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer concluded that during

the period covered by this report, our disclosure controls and procedures were effective.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with

authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our

internal control over financial reporting at December 31, 2022.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2022.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS.

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Officers and Directors

Our officers and directors are as follows:

Chief Executive Officer

Chief Financial Officer

Chief Investment Officer

Howard Sanders

Lead Director

Dawanna Williams

Troy Carter, Independent Director.

Troy Carter is the founder and CEO of Q&A, a music technology company focused on building software solutions for

recording artists via distribution and analytics.

He also serves as an advisor to the NBA Players Association and The Prince Estate.

Prior to founding Q&A, Troy was Global Head of Creator Services at Spotify from 2016 to 2018 and then

served in a consulting role for CEO Daniel Ek until 2019.

Troy serves on the boards of WeTransfer and SoundCloud, and served as an advisor to Lyft.

He is also an active early stage investor, including in companies such as Uber, Lyft, Dropbox,

Spotify, Slack, Warby Parker, Gimlet Media, and Thrive Market.

Troy previously founded the entertainment company, Atom Factory, in 2008, where he worked with Lady Gaga, John Legend and Meghan Trainor.

Troy is an executive member on the boards of trustees at The Aspen Institute and the Los Angeles County Museum of Art as well as a Henry Crown Fellow.

In addition, he is a member of the United

Nations Foundation Global Entrepreneurs Council.

Troy also has served on the boards of directors of the Los Angeles Mayor’s Council for Technology & Innovation and CalArts.

Troy has previously been included on Fast Company’s list of most

creative people and on Billboard’s Power 100 list, an annual ranking the music industry’s top influencers.

Lyles II, CFO.

Ernest Lyles is the CEO of The HiGro Group, a mission driven private equity firm focused on buyout investing in the lower middle

market, which he founded in 2016.

As CEO, Ernest oversees all aspects of the firm including investment activities, growth initiatives and talent management.

Additionally, he serves as a board observer of EMSAR and lead director of DRS Imaging

Services, two HiGro portfolio companies.

Prior to founding The HiGro Group, Ernest spent a decade as an investment banker with UBS Investment Bank where his tenure included advising the world’s most notable corporations and private equity

As the head of technology and business services at UBS Investment Bank, Ernest became the most senior African-American investment banker within the firm’s industry coverage groups.

Ernest serves as a director on the boards of the Citizens Committee for New York, Scan / Harbor and Manhattan Country School.

Ernest also is a member of the New York Economic Club and Founder

of the UTULIVU Group, a mission driven non-profit focused on the continuity of holistic achievement by high performing Black men.

Ernest attended The Howard University School of Law in Washington DC and Shepherd University in West Virginia.

Sanders, Lead Director.

Howard Sanders is the managing member of Auldbrass Partners, a growth-focused private equity firm investing primarily

in secondaries transactions, which he founded in 2011.

Howard heads Auldbrass Partners’ transactional sourcing, deal execution, investment strategy and business development.

He has led successful Auldbrass Partners investments in SaaS (Software

as a Service), PaaS (Platform as a Service), Tech-enabled manufacturing and services, Healthcare and EdTech companies.

Before founding Auldbrass Partners, Howard was a managing director at Citigroup where he was responsible for managing and

directing Citi Holdings’ proprietary investments in private equity, hedge funds and real estate.

Prior to Citi, Howard was a vice president in mergers and acquisitions for Deutsche Bank (a successor to James D.

Wolfensohn and Co.).

previously served as an adjunct professor at Columbia Business School.

Howard is currently a board member of the Partnership for New York City Foundation, the Riverside Church in the City of New York and the Undergraduate Executive Board of the Wharton School at

the University of Pennsylvania.

He holds an MBA from Harvard University and a BS from the Wharton School at the University of Pennsylvania.

Stanton, CEO.

Carl brings nearly three decades of experience in leading companies across transformative Private Equity/Alternative Asset

management with a proven track record in creating shareholder value.

Carl has unique knowledge and skills across all facets of Asset Management.

He is a team builder and has managed and co-led two Alternative Asset Management firms totaling

over $4.5 billion AUM, and has delivered best-in-class investment performance results along with colleagues over multiple funds.

He has advised CEOs, CFOs, and Boards of Directors of multiple companies and spread managerial, financial, and

strategic best practices with demonstrated expertise in value creation strategies including revenue growth strategies, industry transformation, cost control, supply chain management, and technology best practices.

Carl has also served as Board

Member to more than 15 portfolio companies across Industrial Products & Services, Transportation & Logistics and Consumer industries.

Carl is former Managing Partner and Head of Private Equity for Invesco Private Capital, a division of Invesco, Ltd.

IVZ), which managed private investment vehicles across private equity,

venture capital, and real estate.

At Invesco Private Capital, Carl was responsible for overseeing multiple alternative asset investment Funds and served as Chair of Investment Committee for domestic PE efforts.

Prior to Invesco, Carl served as

Managing Partner and co-owner at Wellspring Capital Management LLC, a private equity investment firm focused on control investments in growing companies in the industrial products & services, healthcare and consumer industries.

and approved all investments as a member of the Investment Committee.

At the time of his retirement in 2015, the firm had invested more than $2.5 billion in 35 platform companies and achieved top-tier investment results.

Currently, Carl serves as the Founder of cbGrowth Partners, which focuses on sustainable investments, and serves as Advisor to Auldbrass Partners.

Previously, Carl worked at Dimeling, Schreiber

& Park, Peter J Solomon & Co, Associates, and Ernst & Young Corporate Finance LLC.

Stanton holds a BS degree in Accounting from the University of Alabama and an MBA degree from Harvard Business School.

He resides in New York

with his family and serves as Trustee, Treasurer and Head of Finance and Endowment Committee of Christ Church United Methodist, a nonprofit organization.

He also serves as Board of Visitors at the University of Alabama, College of Commerce.

Wray is the Founder and Chief Executive of Clear Heights Capital, a private investment firm committed to helping companies realize

their growth and development objectives.

Wray is deeply involved in building and leading businesses to source, structure, finance and make private investments as well as helping companies, organizations and executives realize their growth and

development objectives.

With over two decades of experience as a Chief Investment Officer, investment leader and lead director, Wray has firsthand knowledge of investment firm leadership, private investing and company value creation.

also been at the forefront of proactive ESG principals, putting people first in private investing as well as applying data and technology to innovate private investing.

Prior to founding Clear Heights Capital, Wray was Managing Director and Chief Investment Officer - Private Investments at Two Sigma Investments.

Wray architected and led the firm’s private

equity (Sightway Capital), venture capital (Two Sigma Ventures) and impact (Two Sigma Impact) investment businesses as Chief Executive and Chief Investment Officer of TSPI, LP and Chair & Venture Partner of TSV.

During his 9-year tenure,

Wray grew the private investment businesses to nearly $4 billion in AUM and 90 team members, with the dual objectives of building differentiated direct private investment businesses that capitalized on Two Sigma’s capabilities in data science

and technology through which a portion of the firm’s proprietary capital could be invested alongside external investor capital.

Before Two Sigma, Wray was a Senior Managing Director with Marathon Asset Management, where he was a senior member of the investment team, developed the firm’s private equity investment

activities and played a role in many new business opportunities and capital formation initiatives for the firm.

Prior to joining Marathon, Wray evaluated and executed management buyout transactions as a Director with Fox Paine & Co.

a Principal at Dubilier & Co.

Wray began his career in the financial analyst program at Chemical Bank (today, J.P.

Morgan) as an Associate in the Acquisition Finance Group.

Wray has been involved in approximately 290 transactions, add-on acquisitions, realizations, corporate financings, fundraisings and other principal transactions with aggregate consideration in

excess of $32 billion, including direct private equity, venture and third-party managed fund investments representing more than $2.8 billion in invested capital.

Wray has been a part of driving shareholder value creation and corporate growth as

member of boards and committees of more than 30 companies and investment funds, across industries including technology, financial services, education, consumer services and real assets.

Wray is committed to giving back to the community, serving as Co-Chair of the Board of Youth, INC, as a grant monitor and event committee chair for Hour Children, as an Associate of the Harvard

College Fund and previously as the founding President of the Saint Stephen of Hungary School Foundation.

In his 15+ years working with Youth, INC, a venture philanthropy organization in New York City, Wray has engaged in many aspects of the

organization’s growth and development including recruiting senior leadership, leading strategic planning initiatives, chairing the governance and compensation committees and being a part of raising more than $100 million to transform the lives

of NYC youth by empowering more than 175 grass-roots non-profits that serve them.

Wray earned an A.B.

from Harvard University.

Dawanna Williams, Independent Director.

Dawanna serves as the managing principal at Dabar Development Partners, which she founded over 15 years ago.

Dabar has developed over 3,000 apartments units covering more than 2 million square feet of mixed-use developments and has had principal involvement in development projects awarded by NYC’S Department of

Housing Preservation and Development (HPD), NYC’s Economic Development Corporation (EDC), and New York City’s Housing Authority (NYCHA).

As managing principal, she is involved in all executive aspects of business operations, from developing

strategic priorities to executing development projects to risk management to establishing firm values and standards.

Prior to Dabar, Dawanna served as General Counsel at Victory Education Partners and as a senior associate in the commercial

real estate group at Sidley Austin LLP.

Dawanna serves on the board of directors of the Apollo Theater, Compass Inc.

and ACRES Commercial Realty Corp.

Dawanna earned an A.B.

from Smith College in economics and government, a master of

public administration from Harvard University Kennedy School of Government, and a doctor of jurisprudence from the University of Maryland School of Law.

Dia Simms, Independent Director .

Dia is the Chief Executive Officer of Lobos 1707 Tequila & Mezcal, where she has served since August

Dia leads Lobos 1707 alongside Founder and Chief Creative Officer Diego Osorio with early backing by sports and cultural icon, LeBron James.

Dia is also a member of the board of directors of Tilt Holdings Inc.

TILT), where she has

served since August 2020.

Dia spent almost fifteen years working alongside Sean “Diddy” Combs at Combs Enterprises.

In 2017, Dia was named President of Combs Enterprises, making her the first president in the company’s thirty-year history other

than Sean Combs himself.

In her role as President, she oversaw multi-billion-dollar brands under the Combs empire, including CÎROC Ultra-Premium Vodka, Blue Flame Agency, AQUAhydrate, Bad Boy Entertainment, Sean John and Revolt TV.

led the transformation of CÎROC Ultra-Premium Vodka taking the previously unprofitable brand to a $2 billion retail value.

Dia holds a B.S.

degree in Psychology from Morgan State University and a Master’s degree in Management from the Florida Institute of Technology.

Number and Terms of Office of Officers and Directors

We have four directors at the time of this Report.

Our board of directors are divided into three classes with only one class of directors being elected in each year and each class (except for

those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

The term of office of the first class of directors, consisting of Troy Carter, will expire at our first annual meeting of stockholders.

term of office of the second class of directors, consisting of Howard Sanders, will expire at the second annual meeting of stockholders.

The term of office of the third class of directors, consisting of Dawanna Williams and Dia Simms, will

expire at the third annual meeting of stockholders.

We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares.

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.

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

combination will be entitled to nominate three individuals for election to our board of directors.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to

appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents,

Secretary, Treasurer and such other offices as may be determined by the board of directors.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person that, in the opinion of the company’s board

of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company).

Our board of directors has determined that Troy Carter and

Dawanna Williams are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Pursuant to Nasdaq’s phase-in rules for newly listed companies, we have one year from the date on which we are first listed on

Nasdaq to for a majority of our board of directors be independent.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

None of our officers or directors has received any cash compensation for services rendered to us.

Commencing on the date that the Company’s securities were first listed on Nasdaq the Company

began to reimburse an affiliate of the sponsor for office space, administrative and support services provided to the Company in the amount of $10,000 per month.

Upon completion of our initial business combination or our liquidation, we will

cease paying these monthly fees.

No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection

with the completion of our initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and

performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or their affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.

established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination,

because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors for

determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is

possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to

retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business

combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Committees of the Board of Directors

Our board of directors has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the

Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the nominating and compensation committees of a listed company be comprised solely of

independent directors.

Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established an audit committee of the board of directors.

Troy Carter, Dia Simms and Dawanna Williams serve as members of our audit committee, and Dawanna Williams serves as chairman of

the audit committee.

Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

Our board of directors has determined that each of Troy Carter, Dia Simms and Dawanna Williams are

Each member of the audit committee is financially literate and our board of directors has determined that Dawanna Williams qualifies as an “audit committee financial expert” as defined in

applicable SEC rules, and chairs the audit committee.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and

reviewing and discussing with the independent registered public accounting firm all relationships they have with us in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

Compensation Committee

We have established a compensation committee of the board of directors.

The members of our compensation committee are Troy Carter, Dia Simms and Dawanna Williams, and Troy Carter serves as

chairman of the compensation committee.

Under Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors.

Our board of directors has determined that each of Troy Carter, Dia Simms and

Dawanna Williams are independent.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Executive Officers’ compensation, evaluating our Executive Officers’ performance in light of such goals and objectives and determining and

approving the remuneration (if any) of our Executive Officers based on such evaluation;

reviewing and approving on an annual basis the compensation of all of our other officers;

reviewing on an annual basis our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

Notwithstanding the foregoing, as indicated above, other than the $10,000 per month administrative fee payable to an affiliate of our sponsor and reimbursement of expenses, no compensation of

any kind, including finders, consulting or other similar fees, will be paid to any of our initial stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the

consummation of a business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any

compensation arrangements to be entered into in connection with such initial business combination.

The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other advisor and will be

directly responsible for the appointment, compensation and oversight of the work of any such advisor.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other advisor, the compensation

committee will consider the independence of each such advisor, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee.

In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by

the board of directors.

The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a

standing nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the

next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).

Our shareholders that wish to nominate a director for election to the board of directors should follow the procedures set forth in our amended and

restated certificate of incorporation and bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees

for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of

our stockholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our

board of directors.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees.

A copy of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose

any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or

director is or will be required to present business combination opportunities to such entity.

Accordingly, in the future, if any of our officers or directors 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 honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

We do not believe, however, that any fiduciary duties or

contractual obligations of our officers arising in the future would materially undermine our ability to complete our business combination.

Potential investors should also be aware of the following other potential conflicts of interest:

None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are

Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our initial stockholders have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination and a stockholder vote

to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of 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 (B) with

respect to any other provision relating to the rights of holders of our Class A commons stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to

consummate an initial business combination within 18 months from the closing of our initial public offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold

if we fail to complete our initial business combination within the prescribed time frame).

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement

warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless.

With certain limited exceptions, the founder shares will not be transferable,

assignable by our sponsor until the earlier of:

(A) one year after the completion of our initial business combination;

or (B) subsequent to our initial business combination, (x) if the closing price of our Class A common stock equals or

exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business

combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common

stock for cash, securities or other property.

With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its

permitted transferees until 30 days after the completion of our initial business combination.

Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following our initial public offering,

our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a

condition to any agreement with respect to our initial business combination.

Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our

officers or directors to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

The conflicts described above may not be resolved in our favor.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business;

it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed

criteria to multiple entities.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

Entity’s Business

Westwood Estate Wines

Food and Beverage

Managing Partner

cbGrowth Partners

The HiGro Group

Private Equity

Founder and Managing Partner

Clear Heights Capital

Private Equity and Venture Capital

Founder and Chief Executive Officer

Nonprofit Organization

Co-Chair of Board of Directors

Sailfish Productions

Entertainment and Media

General Manager

Howard Sanders

Auldbrass Partners L.P.

Private Equity

Founder and Managing Member

Technology and Multimedia

Founder and Chief Executive Officer

The Aspen Institute

Nonprofit Organization

Executive Member on the Board of Trustees

Los Angeles County Museum of Art

Executive Member on the Board of Trustees

Dawanna Williams

Dabar Development Partners

Managing Principal

Lobos 1707 Tequila & Mezcal

Food and Beverages

Chief Executive Officer

Tilt Holdings Inc.

Cannabis-Focused Holding Company

Accordingly, if any of the above executive officers or directors becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has

current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the

We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our business combination.

Our amended and restated certificate of incorporation

provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such

opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with or related to Auldbrass Partners, our sponsor, officers, directors or members of our

advisory board.

In the event we seek to complete our initial business combination with a company that is affiliated with or related to any of Auldbrass Partners, our sponsor, officers, directors or members of our advisory board, we, or a

committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to

our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

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

In the event that we submit our initial business

combination to our public stockholders for a vote, our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after the offering in favor of our initial business combination and our

officers and directors have also agreed to vote any public shares purchased during or after the offering in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or

may in the future be amended.

In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as

directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or

derived an improper personal benefit from their actions as directors.

We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of

incorporation.

Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to

indemnify our officers and directors.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the

likelihood of derivative litigation against 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 officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

EXECUTIVE COMPENSATION

The following disclosure concerns the compensation of our executive officers and directors for the fiscal year ended December 31, 2022.

None of our officers or directors received any cash compensation for services rendered to us.

Commencing on the date that the Company’s securities were first listed on Nasdaq the Company began

to reimburse an affiliate of the sponsor for office space, administrative and support services provided to the Company in the amount of $10,000 per month.

Upon completion of our initial business combination or our liquidation, we will cease

paying these monthly fees.

completion of our initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due

diligence on suitable business combinations.

Our audit committee has and will continue to review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or their affiliates.