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Item 1A. Risk Factors

2025-11-06 compared with 2024-04-08 · 1065 added, 1299 removed, 2 unchanged (100% of the section changed)

You should consider carefully all of the risks described below, together with the other information contained in this Report, including the financial statements.

If any of the following risks

occur, our business, financial condition and operating results may be materially adversely affected.

The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and

RISK FACTORS.

An investment in our common stock involves a high degree of risk.

You should carefully consider the risks described below before making an investment decision in our

These risk factors are effective as of the date of this Form 10-K and shall be deemed to be modified or superseded to the extent that a statement contained in our future filings modifies or replaces such statement.

risks may impair our business operations.

The forward-looking statements in this Form 10-K involve risks and uncertainties and actual results may differ materially from the results we discuss in the forward-looking statements.

If any of the

following risks actually occur, our business, financial condition or results of operations could be materially adversely affected.

In that case, the trading price of our stock could decline, and you may lose all or part of your investment.

Risk Factor Summary

The below summary of risk factors provides an overview of many of the risks we are exposed to in the normal course of our business activities.

As a result, the below

summary risks do not contain all of the information that may be important to you, and you should read the summary risks together with the more detailed discussion of risks set forth following this section as well as elsewhere in this Annual

Additional risks, beyond those summarized below or discussed elsewhere in this Annual Report, may apply to our activities or operations as currently conducted or as we may conduct them in the future or in the markets in which we

operate or may in the future operate.

Consistent with the foregoing, we are exposed to a variety of risks, including risks associated with the following:

Investing in our common shares involves significant risks.

The following summarizes what we believe to be the most important factors that could materially affect our business, financial condition, results of operations, and the

market price of our securities.

You should read this summary together with the full discussion of risk factors in Item 1A – Risk Factors of this Annual Report.

Limited operating history, recurring losses, and going concern uncertainty.

We have not yet generated revenue and have incurred substantial losses since inception.

Our ability to continue as a going concern depends on achieving

profitability and securing additional financing.

Cash flow constraints and dependence on external financing.

We have experienced negative cash flow from operations and rely on external capital sources—including convertible notes and equity-line financing—to fund operations.

cannot access such financing, we may be unable to execute our business plan or maintain operations.

Potential dilution from financing arrangements.

Future issuances of equity under the Helena Note Purchase Agreement or other financing structures could significantly dilute existing shareholders and adversely affect the market

price of our common shares.

Volatility in carbon credit markets.

The carbon credit and I-REC markets remain nascent and are influenced by evolving policy, pricing mechanisms, and social demand for decarbonization.

Fluctuations in demand or pricing could

materially reduce our expected revenues.

Exposure to political, regulatory, and emerging-market risks.

Many of our projects and counterparties operate in emerging markets subject to political instability, regulatory changes, and currency volatility, any of which could

adversely affect our results of operations and asset values.

Uncertain digital asset and tokenization strategy.

Our digital asset treasury and tokenization initiatives expose us to risks associated with market volatility, regulatory uncertainty, accounting changes, and evolving custody

Declines in digital asset values could materially impact our financial position.

Crypto market volatility.

Bitcoin, Solana, and other digital assets we may hold or acquire have experienced extreme price swings, and further declines in their value could negatively affect our balance sheet and market perception.

Legal, compliance, and regulatory costs.

As a dual-listed company operating across jurisdictions, we face substantial and increasing compliance costs and evolving environmental and digital-asset regulations that could increase our

operating expenses and limit strategic flexibility.

Small staff and operational scale.

We operate with a relatively small team, which increases key-person dependency and may constrain execution as we scale our project pipeline and reporting obligations as a U.S.-listed company.

Continued Nasdaq listing compliance.

If we fail to meet Nasdaq’s continued listing requirements, including minimum bid price and corporate governance standards, our common shares could be delisted, reducing liquidity and investor

Macroeconomic and geopolitical volatility.

Broader economic downturns, inflationary pressures, or geopolitical instability could reduce demand for carbon credits and increase financing costs, adversely affecting our financial

condition and growth prospects.

Risks Related to Our Business and Industry

We may be unable to enforce or recover under certain carbon credit purchase agreements.

Our ability to recognize value from carbon credit purchase agreements depends on counterparties delivering contracted credits.

In certain cases, including our Paytech Ipixuna transaction,

delivery has been delayed or disputed.

Failure to resolve such issues or enforce our contractual rights could adversely affect our results and asset values.

We have limited operating history and financial results, which make our future results, prospects and the risks we may encounter difficult to predict.

generated any revenue to date.

We have a limited operating history upon which you can evaluate our business and prospects.

We have never generated any revenue and are subject to business risks and uncertainties associated

with starting a new business, including the risk that we will not achieve our financial objectives as estimated by our management.

Since our formation in 2021, our operations to date have been limited primarily to organizing and staffing our

company, business planning, raising capital, making carbon credits streaming project investments and signing contracts for the generation and sale of carbon credits.

In addition, we have limited experience and have not yet demonstrated an

ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the renewable energy industry.

The nature of our operations is highly speculative and there is a consequent risk of loss of investment.

The success of our activities will depend on management’s ability to implement its

strategy and on the availability of opportunities related to carbon credit trading, stream agreements for carbon credits, and greenhouse gas emission avoidance, reduction, and sequestration programs;

government regulations;

commitments to

reduce greenhouse gas emissions by corporations, organizations, and individuals;

and general economic conditions.

There is no certainty that anticipated outcomes and sustainable revenue streams will be achieved and there is no certainty that

we will continue to successfully make acquisitions of carbon credits, streams, or other interests, or that current or future carbon credits, streams, or other interests acquired by us will be profitable.

In particular, our future growth and

prospects will depend on our ability to expand our portfolio of investments while at the same time maintaining effective cost controls.

Any failure to expand would have a material adverse effect on our business, financial condition, and

results of operations.

Because of the uncertainties and risks associated with these activities, we are unable to accurately and precisely predict the timing and amount of revenues, the extent of any further losses or if or when we might

achieve profitability.

Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

Our failure to become and remain profitable may depress the market price of our common shares and could impair our ability to raise capital, expand our business, or continue our operations.

If we continue to suffer losses as we have in the past, investors may not receive any return on their investment and may lose their entire investment.

We have incurred significant losses and expect to incur additional expenses and continuing losses for the foreseeable future, and we may not achieve or maintain

profitability.

We have incurred significant operating losses.

Our operating losses were $12,067,231 and $9,871,748 for the years ended July 31, 2025 and 2024, respectively.

We may continue to incur

operating losses in the future as we expect to incur additional costs as we develop our business and expand our portfolio of investments, which may be more costly than we expect and may not result in increased revenue, profits or growth in

our business.

Risks Relating to the Company and our Management Team

Potential conflicts of interest with other businesses of Auldbrass Partners or other businesses with which our officers or directors may have fiduciary or contractual

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.

Auldbrass Partners is an indirect investor in our sponsor.

In addition, Howard Sanders, our lead director, is currently affiliated with Auldbrass Partners as a Founding Partner and a Managing

Director in its advisory business.

Auldbrass Partners manages or advises (and intends to manage and advise in the future) several investment programs.

Funds managed by Auldbrass Partners may compete with us for acquisition

opportunities.

If these funds decide to pursue any such opportunity, we may be precluded from procuring such opportunities.

In addition, investment ideas generated within Auldbrass Partners may be suitable for both us and for a current or

future Auldbrass Partners fund or investee company and may be directed to such entity rather than to us.

Auldbrass Partners, our management team and members of our advisory board do not have any obligation to present us with any opportunity for

a potential business combination of which they become aware.

“Risk Factors”, including Item 1A.

“Risk Factors—Potential conflicts of interest with other businesses of Auldbrass Partners or other businesses with which our officers,

directors or members of the advisory board may have fiduciary or contractual obligations could negatively impact the performance of an investment in us.”

Our sponsor, investors in our sponsor, our directors and officers and members of our advisory board are, or may in the future become, affiliated with entities that are engaged in a similar

Our sponsor, investors in our sponsor, our directors and officers and members of our advisory board are also not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to us completing

our initial business combination.

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.

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,

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

Further, such directors and officers 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

Our sponsor may offer incentives, including an indirect interest in our sponsor to Auldbrass Partners employees or others who materially contribute to the identification or execution of our initial business combination.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our

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.

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

Each of our officers is engaged in other business endeavors for

which he may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs.

Our directors also serve as officers or board members for other entities.

officers’ or directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative

impact on our ability to complete our initial business combination.

For a complete discussion of our officers’ and directors’ other business affairs, please see Item 10.

“Directors, Executive Officers and Corporate Governance” and Item 13.

“Certain Relationships and Related Transactions, and Director Independence.”

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to

be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Until we consummate our initial business combination, we will continue to engage in the business of identifying and combining with one or more businesses.

Our sponsor and officers and directors

are, and may in the future become, affiliated with entities that are engaged in a similar business.

Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or

contractual duties.

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential target business may be

presented to another entity prior to its presentation to us.

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.

For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see Item 13.

“Certain Relationships

and Related Transactions, and Director Independence.”

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 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.

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

or existing holders which may raise potential conflicts of interest.

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

directors also serve as officers and board members for other entities, including, without limitation, those described under Item 13.

“Certain Relationships and Related Transactions, and Director Independence.” Such entities may compete with us

for business combination opportunities.

Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our business combination with any entities with which they are affiliated, and there have been

no preliminary discussions concerning a business combination with any such entity or entities.

Although we are not specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we

determined that such affiliated entity met our criteria for a business combination as set forth in Item 1.

“Business—Selection of a Target Business and Structuring of Our Initial Business Combination” and such transaction was approved by a

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.

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

Our operations are dependent upon a relatively small group of individuals.

We believe that our success depends on the continued service of our officers and directors, at least until we have

completed our initial business combination.

We do not have an employment agreement with, or key-man insurance on the life of any of our other directors or officers.

The unexpected loss of the services of one or more of our directors or officers

could have a detrimental effect on us.

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of

whom may join us following our initial business combination.

The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

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

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

While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with

the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

In addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a 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.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide

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

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.

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.

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

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us.

determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

In addition, pursuant to an agreement 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.

Past performance by our management team, Auldbrass Partners, members of our advisory board and their respective affiliates may not be indicative of future performance of an

investment in us.

Information regarding performance by, or business associated with, our management team, Auldbrass Partners, members of our advisory board and their respective affiliates is presented for

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.

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

As a result, certain

of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated.

This may have an adverse

effect on us, which may impede our ability to consummate an initial business combination.

During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers or executives of other companies.

As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies or

transactions entered into by such companies.

Any such litigation, investigations or other proceedings may divert our management team’s and board’s attention and resources away from identifying and selecting a target business or businesses for

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.

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.

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

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

business combination, regardless of how our public stockholders vote.

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

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.

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.

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.

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

combination 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.

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

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

combination would not be consummated and that you would have to wait for liquidation in order to redeem your stock.

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, the

probability that our initial business combination would not be consummated is increased.

If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account.

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

however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account.

In either situation, you may

suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a

business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that

would produce value for our stockholders.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by 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

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

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

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

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

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 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.

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

If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share on our redemption of our public shares, or less than such amount in certain circumstances, and

our warrants will expire worthless.

We have encountered and expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or

investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.

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

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

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

industry knowledge than we do and our financial resources 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.

This inherent

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

Furthermore, because we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in

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

This may place us at a competitive disadvantage in successfully negotiating 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.

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

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 seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public

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

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.

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

In addition, if such purchases are made, the public “float” of our Class A common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to

maintain the quotation, listing or trading of our securities on a national securities exchange.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for

tendering its shares, such shares may not be redeemed.

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

Despite our compliance with these rules, if a

stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares.

In addition, the 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, 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

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

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

amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13

of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “ Excess Shares ,” without our prior consent.

However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.

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

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

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

And as a result, you will continue to hold that number of

shares exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.

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 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.

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.

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

amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search for a business combination, to pay our

franchise and income taxes and to complete our initial business combination.

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

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.

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.

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.

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.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are

believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no

guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

Upon redemption of our public shares, if we are unable to complete our business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide

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

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

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

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.

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.

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

adverse consequences.

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

However, our officers and directors have agreed to waive (and any other persons who may become an

officer or director prior to the initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the trust account and not to seek recourse against the trust account for any

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.

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

distribution to our public stockholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.20 per public share or (ii) such lesser amount per 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 which may be withdrawn to pay our franchise and income taxes, and our sponsor asserts that it is unable to satisfy its

obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our

independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent

directors determine that a favorable outcome is not likely.

If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may

be reduced below $10.20 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

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

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

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

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

that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be

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

dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

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

restricted, which may make it difficult for us to complete our business combination.

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

restrictions on the nature of our investments;

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

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

registration as an investment company;

adoption of a specific form of corporate structure;

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other

than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S.

securities and cash items) on an unconsolidated basis.

Our business is to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term.

We do not plan to buy businesses or

assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets or to be a passive investor.

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

To this end, the proceeds held in the trust account may only be invested in United

States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company

Act which invest only in direct U.S.

government treasury obligations.

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

By restricting the investment of the proceeds to these instruments, and

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

company” within the meaning of the Investment Company Act.

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

(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.

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

The pro rata portion of our

trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination 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 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

existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution.

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

to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

If our plan of distribution complies with Section

281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the

stockholder would likely be barred after the third anniversary of the dissolution.

We cannot assure you that we will properly assess all claims that may be potentially brought against us.

As such, our stockholders could potentially be liable

for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date.

Furthermore, if the pro rata portion of our trust account distributed to our

public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination 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.

We may not hold an annual meeting of stockholders until after we consummate of our initial business combination, and you will not be entitled to any of the corporate

protections provided by such a meeting.

We may not hold an annual meeting of stockholders until after we consummate our initial business combination (unless required by Nasdaq) and thus may not be in compliance with Section 211(b) of

the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors in accordance with a company’s bylaws unless such election is made by written consent in lieu of such a meeting.

Therefore, if our

stockholders want us to hold an annual meeting prior to our consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section

211(c) of the DGCL.

Holders of Class A common stock will not be entitled to vote on any election of directors we hold prior to our initial business combination.

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

Holders of our public shares will not be entitled to vote

on the election of directors during such time.

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.

Accordingly, you

may not have any say in the management of our company prior to the consummation of an initial business combination.

Since only holders of our founder shares will have the right to vote on the election of directors prior to consummation of our initial business combination, Nasdaq may

consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

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.

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

“controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;

we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

director nominations be made, or recommended to the full board, by our independent directors or by a nominating committee of our board that is composed entirely of independent directors with a written charter or resolution addressing

the committee’s purpose and responsibilities.

We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules.

However, if we determine in the

future to utilize some or all of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq corporate governance requirements.

The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights

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

Pursuant to 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.

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

ascertain the merits or risks of any particular target business’ operations.

Although we expect to focus our search for a target business in the industrial sector, we may seek to complete a business combination with an operating company in any industry or sector.

However, we are not, under our amended and restated certificate of incorporation, permitted to effectuate our business combination with another blank check company or similar company with nominal operations.

Because we have not yet entered into

a definitive agreement with any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’ operations, results of operations, cash flows,

liquidity, financial condition or prospects.

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

For example, if we combine with a financially

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

Although our officers and

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

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

We also cannot assure you that an investment in

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

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.

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

We may consider a business combination outside of our management’s area of expertise if a business combination candidate is presented to us and we determine that such candidate offers an

attractive acquisition opportunity for our company.

Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of

the significant risk factors.

We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors in our initial public offering than a direct investment, if an opportunity were available,

in 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.

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.

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

global economy, and, particularly in the markets where the business operates.

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.

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.

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

combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business

combination will not have all of these positive attributes.

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

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

In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may

exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash.

In addition, if stockholder approval of the

transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not

meet our general criteria and 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

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.

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.

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

an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our business combination with an affiliated entity or our board cannot independently determine the fair market value of the target business or businesses, we are not required

to obtain an opinion from an independent investment banking firm or from an independent accounting firm that the price we are paying is fair to our company from a financial point of view.

If no opinion is obtained, our stockholders will be

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

Such standards used will be disclosed in our tender offer documents or proxy solicitation

materials, as applicable, related to our initial business combination.

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

business combination.

We may also issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions

contained in our amended and restated certificate of incorporation.

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

Our amended and restated certificate of incorporation authorizes the issuance of up to 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,

respectively, available for issuance, excluding shares of Class A common stock reserved for issuance upon exercise of outstanding warrants and currently issuable upon conversion of Class B common stock.

There are no shares of preferred stock

issued and outstanding.

Shares of Class B common stock are convertible into shares of our Class A common stock initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue

Class A common stock or equity-linked securities related to our initial business combination.

Shares of Class B common stock are also convertible at the option of the holder at any time.

We may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our

initial business combination.

We may also issue shares of Class A common stock to redeem the warrants or upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result

of the anti-dilution provisions contained in our amended and restated certificate of incorporation.

However, our amended and restated certificate of incorporation provides, among other things, that prior to our initial business combination, we

may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or on any other proposal

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 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 securities;

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

could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the

resignation or removal of our present officers and directors;

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

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

another business.

If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share, or less than such amount in certain circumstances, on the liquidation of our trust account

and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require

substantial management time and attention and substantial costs for accountants, attorneys and others.

If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely

would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control.

Any such event will

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

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.

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

sponsor (including our officers and directors that directly or indirectly own founder shares) stands to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public

stockholders.

In March 2021, our sponsor purchased 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share.

The number of founder shares issued was determined

based on the expectation that such founder shares would represent 20% of the outstanding shares after our initial public offering.

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

founder shares.

The founder shares will be worthless if we do not complete an initial business combination.

In addition, our sponsor purchased 11,200,000 private placement warrants, each exercisable to purchase one share of our Class A common

stock at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant ($11,200,000 in the aggregate), that will also be worthless if we do not complete a business combination.

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

shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial business combination.

In addition, we may obtain loans from our

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

The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial

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

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.

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

potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing.

We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be

determined at that time in an arm’s length negotiation;

provided that no agreement will be entered into with any of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any of the

underwriters or their respective affiliates prior to the date that is 60 days from the date of our initial public offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with our initial

public offering.

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

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.

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

condition and thus negatively impact the value of our stockholders’ investment in us.

Although we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to

complete our business combination.

We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account.

such, no issuance of debt will affect the per-share amount available for redemption from the trust account.

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

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

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver

or renegotiation of that covenant;

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

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

our inability to pay dividends on our common stock;

other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us

to be solely dependent on a single business which may have a limited number of products or services.

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

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

However, we may not be able to effectuate

our business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present

operating results and the financial condition of several target businesses as if they had been operated on a combined basis.

By completing our initial business combination with only a single business, our lack of diversification may subject us

to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources

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

Accordingly, the prospects for our success may be:

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

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

This lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry

in which we may operate subsequent to our business combination.

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

rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on

the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination.

With multiple business combinations, we could also face additional risks,

including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and

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

If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

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

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

In pursuing our acquisition strategy, we may seek to 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.

We do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete a business combination with which

a substantial majority of our stockholders do not agree.

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

will make it easier for us to complete our initial business combination but that our stockholders may not support.

In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their

warrant agreements.

For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants,

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

We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial

business combination in order to effectuate our initial business combination.

The provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement

governing the release of funds from our trust account) may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies.

It may be easier for us,

therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate the completion of an initial business combination that some of our stockholders may not support.

Our amended and restated certificate of incorporation provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of our

initial public offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if

approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock

entitled to vote thereon.

In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the

DGCL or 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.

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 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

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 agreements.

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

Certain agreements related to our initial public offering may be amended without stockholder approval.

Each of the agreements related to our initial public offering to which we are a party, other than the warrant agreement and the investment management trust agreement, may be amended without

stockholder approval.

Such agreements are:

the underwriting agreement;

the letter agreement among us and our initial stockholders, sponsor, officers and directors;

the registration and stockholder rights agreement among us and our initial

stockholders;

the private placement warrants purchase agreement between us and our sponsor;

and the administrative services agreement among us, our sponsor and an affiliate of our sponsor.

These agreements contain various provisions that our

public stockholders might deem to be material.

For example, our letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private placement warrants and other securities held by our

initial stockholders, sponsor, officers and directors.

Amendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons,

including to facilitate our initial business combination.

While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of

directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement.

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

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

investment in our securities.

For example, amendments to the lock-up provision discussed above may result in our initial stockholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on

the price of our securities.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us

to restructure or abandon a particular business combination.

Although we believe that the net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business

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.

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.

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.

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

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

Accordingly, they may exert a substantial influence on actions requiring a stockholder

vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions.

If our initial stockholders purchase any additional shares of

common stock in the aftermarket or in privately negotiated transactions, this would increase their control.

Factors that would be considered in making such additional purchases would include consideration of the current trading price of our

Class A common stock.

In addition, our board of directors, whose members were elected by our initial stockholders, is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of

directors being elected in each year.

We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our business combination, in which case all of the current directors will continue in office until at least

the completion of the business combination.

If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our 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.

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.

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

Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our business combination.

We issued warrants to purchase 11,500,000 shares of our Class A common stock as part of the units sold in our initial public offering and, simultaneously with the closing of our initial public

offering, we issued in a private placement warrants to purchase 11,200,000 shares of Class A common stock at $11.50 per share.

Prior to our initial public offering, our sponsor purchased 7,187,500 founder shares in a private placement.

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.

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.

Such warrants would be identical to the

private placement warrants, including as to exercise price, exercisability and exercise period.

Our public warrants are also redeemable by us for Class A common stock as described in Exhibit 4.2 of this Report.

To the extent we issue shares of Class A common stock to effectuate a business combination, the potential for the issuance of a substantial number of additional shares of Class A common stock

upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business.

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

the value of the shares of Class A common stock issued to complete the business combination.

Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target

The private placement warrants are identical to the warrants sold as part of the units in our initial public offering except that, so long as they are held by our sponsor or its permitted

transferees, (i) they will not be redeemable by us, except as otherwise set forth herein, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred,

assigned or sold 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.

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.

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

These financial statements may be required to be prepared in accordance with, or be

reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards, or IFRS, depending on the circumstances and the historical financial statements may be required to

be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB.

These financial statements may also be required to be prepared in accordance with GAAP in connection with our current report

on Form 8-K announcing the closing our initial business combination within four business days following such closing.

These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets

may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

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

management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls over financial reporting beginning with our Annual Report on Form 10-K for the year

ending December 31, 2022.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public

accounting firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to

other public companies because a target company with which we seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the

internal control over financial reporting of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions

and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with our company or our company’s directors, officers or other employees.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall,

to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer,

employee or agent of our company to our company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting a claim against our company or any director, or officer or employee of our company arising

pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action asserting a claim against us or any director, or officer or employee of our company governed by the internal affairs

doctrine except for, as to each of (1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does

not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (c) arising under the

federal securities laws, including the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums.

Notwithstanding the foregoing, the

provisions of this paragraph 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 shall be the sole and exclusive

Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our amended and restated certificate of

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:

(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

and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company or its directors, officers or other

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.

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

risks that may negatively impact our operations.

If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to any special considerations or risks associated

with companies operating in an international setting, including any of the following:

higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

rules and regulations regarding currency redemption;

complex corporate withholding taxes on individuals;

laws governing the manner in which future business combinations may be effected;

tariffs and trade barriers;

regulations related to customs and import/export matters;

longer payment cycles and challenges in collecting accounts receivable;

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

currency fluctuations and exchange controls;

rates of inflation;

cultural and language differences;

employment regulations;

crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

deterioration of political relations with the United States;

government appropriations of assets.

We may not be able to adequately address these additional risks.

If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial

As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive

This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

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

Many potential targets for special purpose acquisition companies have

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

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

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

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

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

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business

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

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.

The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination.

In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both.

However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to

have occurred prior to the initial business combination.

As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“ run-off

insurance ”).

The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our

Risks Relating to the Post-Business Combination Company

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

could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may be present inside a

particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.

As a result of

these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks,

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

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.

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

We may structure a business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target

business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

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

We will not consider any transaction that does not meet such criteria.

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

securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination

For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100%

interest in the target.

However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock

subsequent to such transaction.

In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired.

Accordingly, this

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

We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or

abilities necessary to profitably operate such business.

We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business

whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders’ investment in us.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’ management may be limited due to a

lack of time, resources or information.

Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target’s

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

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.

Risks Relating to our Securities

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

To liquidate your investment, therefore, you may be

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

Our public stockholders 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 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.

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 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.

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:

a limited availability of market quotations for our securities;

reduced liquidity for our securities;

a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the

secondary trading market for our securities;

a limited amount of news and analyst coverage;

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as

“covered securities.” Because our units, Class A common stock and warrants are currently listed on Nasdaq, our units, Class A common stock and warrants qualify as covered securities under such statute.

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.

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

registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

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.

However, under the terms of

the warrant agreement, we have agreed that, as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a

registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain

the effectiveness of such registration statement and a current prospectus relating to those shares until the warrants expire or are redeemed.

We cannot assure you that we will be able to do so if, for example, any facts or events arise which

represent a fundamental change in the information set forth in the registration statement or Report, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order.

the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders 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).

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.

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.

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.

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 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.

First, if a registration statement covering the sale of the

shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day following the consummation of our initial business combination, warrant holders may, until such time as there is an effective

registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided

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

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.

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.

event of an exercise on a cashless basis under those circumstances, a holder would receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock (See

Exhibit 4.2 of this Report).

In any of these cases, this will have the effect of reducing the potential “upside” of the holder’s investment in the shares of Class A common stock received on warrant exercise because the

warrant holder will receive a smaller number of shares of our Class A common stock upon a cashless exercise than upon an exercise for cash.

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.

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.

The warrant agreement provides that the

terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the

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

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.

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.

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.

Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when

you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

In addition, we may redeem your warrants after they become exercisable for $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to

exercise their warrants prior to redemption for a number of Class A common stock determined based on the redemption date and the fair market value of our Class A common stock.

Please see Exhibit 4.2 of this Report The value received upon

exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the

warrants, including because the number of shares of common stock received is capped at 0.361 shares of Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

None of the private placement warrants will be redeemable by us as (except as set forth under Exhibit 4.2 of this Report) so long as they are held by our sponsor or its permitted transferees.

Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one-half of one warrant.

Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole warrant may be exercised at

any given time.

This is different from other offerings similar to ours whose units include one share of common stock and one whole warrant to purchase one share.

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

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

making us, we believe, a more attractive 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.

A market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions.

Furthermore, an active trading market for our

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

Such costs include increased overhead costs, marketing and promotion costs, general and administrative expenses and costs associated with operating as a public company.

Other unanticipated costs may also arise.

Our ability to

continue as a going concern will depend on the completion of the Business Combination Agreement or our ability to obtain sufficient funding from other sources.

Our financial statements for the years ended July 31, 2025 and 2024 do not include

any adjustments that might result from the outcome of this uncertainty and have been prepared on a basis that assumes we will continue as a going concern, as described in the notes to our financial statements included elsewhere in this Annual

We have not yet started delivering carbon credits to any current or potential partners, making it difficult to predict our future operating results, and we believe that we will continue to

incur operating losses until at least the time we begin delivering carbon credits.

As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to

maintain or increase profitability.

We expect our operating expenses to increase as we further develop our business.

We expect the rate at which we incur losses will be higher as we engage in the following activities:

researching potential carbon credit screening impact investments and project management opportunities, including conducting third-party feasibility studies as part of the project due diligence process;

providing project management services, including initial program development, validation, registry listing, any ongoing data collection, and fees charged by registries for credit issuance, transfer or retirement;

purchasing carbon credits generated by ongoing carbon credit streams (in cases where we have not purchased such carbon credits outright, without the need for additional consideration);

attracting and retaining buyers to purchase the carbon credits, through direct sales or on carbon credit marketplaces;

increasing its general and administrative functions to support its growing operations and its responsibilities as a U.S.-listed public company.

Because we will continue to incur the costs and expenses from these efforts before we receive any associated revenue, our losses in future periods could be significant.

In addition, we may

find that these efforts are more expensive than we currently anticipate or that these efforts may not result in the revenue we anticipate, which would further increase our losses.

Furthermore, if our future growth and operating performance

fails to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business,

financial condition and results of operations.

We may lack sufficient funds to achieve our planned business objectives and may seek to raise further funds through equity or debt financing or other means.

to access the capital or financial markets may limit our ability to fund our ongoing operations and execute our business plan to pursue investments that we may rely on for future growth.

We have had negative cash flow from operations since our inception on August 27, 2021.

We will operate at a loss until we are able to realize cash flow from our investments or carbon

management contracts.

We may require additional financing to fund the business, business expansion, and/or negative cash flow.

Our ability to arrange such financing in the future will depend, in part, upon prevailing capital market

conditions, as well as business success.

There can be no assurance that we will be successful in our efforts to arrange additional financing on satisfactory terms, or at all.

We cannot predict with certainty the timing or amount of any such

capital requirements.

If additional financing is raised by the issuance of shares from treasury, control of our company may change, and the shareholders may suffer additional dilution.

If adequate funds are not available, or are not available

on acceptable terms, we may not be able to operate our business at maximum potential, to expand, to take advantage of other opportunities, or

For further information regarding the risks related to the Devvio Agreement, see “ Risks Related to Our Information Technology and Intellectual Property — Our

inability to retain licenses to intellectual property owned by third parties may materially adversely affect our financial results and operations .” For information regarding the Devvio Platform see “ Information

About Devvio Platform .”

The terms of the Helena Note Purchase Agreement create significant risks that may adversely affect our financial condition, operations, and the value of our common stock.

We entered into the Helena Note Purchase Agreement under which we may sell to Helena up to an aggregate of $300 million in newly issued senior secured convertible notes, to be sold in

multiple tranches.

The Helena Purchase Agreement provides for an initial closing of $10 million of Helena Convertible Notes.

Thereafter, subsequent closings may occur, in increments of $5 million, provided that the outstanding Aggregate

Principal Amount of all Helena Convertible Notes issued under prior tranches is less than $2 million and certain other conditions stipulated by the Purchase Agreement are satisfied, of which there can be no assurances.

The Helena Note

Purchase Agreement contains terms that may expose us and purchasers of our common stock to risks, including:

• Dependence on Investor funding conditions .

We are not assured of receiving the proceeds of any future tranche.

Each subsequent tranche is

subject to closing conditions outside our control, including (1) that for each Trading Day in the 30-calendar day period immediately preceding such Closing Date the daily traded volume of the Common Shares on the Trading Market shall be in

excess of $500,000.00, (2) our shareholders have approved the issuance to Common Shares to Helena in excess of 19.99% of our outstanding shares at the time we closed the Helena Purchase Agreement, and (3) the Common Shares issuable upon the

conversion of the Helena Convertible Notes may be resold without a legend pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act.

We may not be able to satisfy all such conditions, in which event we

may not be able to sell any further Helena Convertible Notes to Helena, which could materially harm our liquidity.

If we are unable to meet these or other conditions, we may be denied access to future tranche proceeds, which could materially

harm our liquidity.

Unpredictability of future note closings and conversions .

It is not possible to predict the amount or the timing of the future sales of Helena Convertible Notes to Helena.

Additionally, even

if we do sell additional Helena Convertible Notes to Helena, we cannot predict if and when Helena will elect to convert the Helena Convertible Notes into Common Shares or if and when Helena will elect to resell those Common Shares.

Helena may resell all, some or none of such shares at any time or from time to time in its sole discretion and at different prices.

Mandatory investment in digital assets .

We are required to use 70%–75% of the net proceeds from the notes to purchase bitcoin, Ethereum, Solana, or other digital assets.

Our obligation to

maintain specified collateral levels in a segregated account subjects us to the volatility and liquidity risks inherent in digital assets.

Under certain circumstances, a decline in digital asset values could trigger additional

collateral contribution obligations by us or restrict our ability to access collateral, which could strain our liquidity.

Restrictions on capital raising .

Until the notes are repaid or converted, we may not engage in “at the market” equity offerings or certain other financing transactions without the consent of

These restrictions may limit our ability to raise capital on favorable terms, or at all, during periods when we may need additional funding.

Indemnification obligations .

We are required to indemnify Helena and its affiliates against a broad range of potential liabilities, including claims relating to our disclosures and

contractual performance.

These indemnification obligations could result in substantial costs to us.

Investor participation rights in future offerings .

For a specified period, Helena maintains rights of first offer to purchase up to 25% of certain future securities issuances.

may make it more difficult or costly for us to raise additional capital from new investors.

Issuances of notes in subsequent tranches may be highly dilutive to existing shareholders .

The number of our Common Shares ultimately offered for sale by Helena is dependent upon the number

of our Helena Convertible Notes we ultimately sell to Helena under the Helana Note Purchase Agreement.

If we elect to issue additional notes in subsequent tranches and Helena elects to convert those notes into common shares, the

resulting share issuances could substantially dilute the ownership interests of existing shareholders and exert downward pressure on the market price of our common stock.

The dilutive effect could be greater if our stock price

declines, because the conversion features of the notes may result in the issuance of an increasing number of shares as our share price decreases.

Until we achieve the Digital Assets Threshold Amount , Helena has a broad security interest in our assets.

Pursuant to Section 5.8 of the Helena Note Purchase Agreement, until we acquire and

maintain digital assets in a segregated account having an aggregate fair market value of at least $20 million (the “Digital Assets Threshold Amount”) and the Security Agreement is amended accordingly to limit Helena’s security

interest exclusively to the digital assets held in the designated collateral account, substantially all of our operating and financial assets remain subject to a lien in favor of Helena.

This could materially restrict our ability to

incur additional secured debt, dispose of assets, or otherwise conduct our operations with the flexibility necessary to respond to business opportunities or adverse developments.

In addition, if we default under the notes before

achieving the Digital Assets Threshold Amount, Helena would have broad remedies against nearly all of our assets, which could materially harm our business, financial condition, and results of operations, and could significantly impair

the value of our common stock.

If any of the foregoing risks materialize, our financial condition could be materially harmed, our ability to operate and grow our business could be constrained, and the market price of our

common stock could decline.

If the assumptions used to determine our market opportunity are inaccurate, our future growth rate may be affected and the potential growth of our business may be limited.

Market opportunity estimates and growth strategies are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, and as such the

estimates of growth included in this annual report may prove to be inaccurate and may not be indicative of future growth.

As the royalty and stream financing model is relatively new in the carbon credit industry, it may not gain acceptance or

experience widespread growth.

The majority of our current investment opportunity pipeline represents an estimate by management based on potential transactions which remain under various states of non-binding proposals and negotiations.

date, we have entered into seven definitive agreements and one offtake agreement.

There can be no assurance that we will be able to enter into further definitive agreements for or complete the acquisition of, all or any other investments

identified in our opportunity pipeline, or successfully monetize any carbon credits we may acquire.

Further, our estimate of the total addressable market may not prove to be accurate and, even if the estimate of market opportunity and growth

strategy does prove to be accurate, we could fail to capture a significant portion, or any portion, of the available market.

If demand for carbon credits does not grow as expected or develops more slowly than expected, our revenues may stagnate or decline and our business may be adversely

The demand for, and the market price of, carbon credits can be adversely affected by any number of factors, including the implementation of lower emission infrastructure, an increase in the

number of projects generating carbon credits, invention of new technology that assists in the avoidance, reduction or sequestration of emissions, increased use of alternative fuels, a decrease in the price of conventional fossil fuels,

increased use of renewable energy, and the implementation and operation of carbon pricing initiatives such as carbon taxes and emissions trading systems (“ ETSs ”).

There can be no assurance that carbon

pricing initiatives or compliance or voluntary carbon markets will continue to exist.

Carbon pricing initiatives may be subject to policy and political changes and may otherwise be diminished, terminated or not renewed upon their expiration.

In addition, the demand for carbon credits is driven by the social and political demand to reduce greenhouse gas emissions globally.

Any decrease in such social and political demand could limit opportunities in the marketplace for carbon

credits and decrease the price of carbon, which would have a material adverse effect on our business, financial condition, and results of operations.

The carbon credit market is competitive, and we expect to face increasing competition in many aspects of our business, which could cause operating results to suffer.

There are many organizations, companies, non-profits, governments, asset managers and individuals that are buyers of carbon credits, or rights to or interest in carbon credits, and there is

currently a limited supply of carbon credits, projects to generate future carbon credits and investment opportunities in carbon credits.

We expect competitors to enter the carbon credit streaming space, and that many of these competitors will

be larger, more established companies with substantial financial resources, operational capabilities, and long track-records in carbon markets.

In the future, we may be at a competitive disadvantage in investing in carbon projects, acquiring

carbon credits or interests in carbon credits, whether by way of purchases in carbon markets, streams, or other forms of investment, as our future competitors may have greater financial resources and technical staff.

Accordingly, there can be

no assurance that we will be able to compete successfully against other companies in building a portfolio of carbon credits and carbon credit-related investments.

Our inability to acquire carbon credits and streams may result in a material

and adverse effect on our profitability, results of operation and financial condition.

The carbon market is an emerging market and its growth is dependent on the development of a commercialized market for carbon credits.

From a global perspective, the market for carbon credits continues to be at a nascent stage.

However, there can be no guarantee that the development of carbon markets will continue to occur

at the expected rate or at all.

Any such delay or failure to further develop a commercialized market could reduce demand for carbon credits or streams, which would significantly harm our expected revenues.

Further, we may be unable to recover

any losses or expenses incurred, or which we expect to continue to incur, in our investments in or related to carbon credits.

Because our business is significantly concentrated in carbon credits and the carbon market, we are susceptible to adverse economic or regulatory occurrences materially and

adversely affecting our performance.

Our business is to invest in carbon credits, and businesses or investments related to carbon credits, and we have only invested in carbon credits streaming projects to date.

Adverse events

affecting the development and operation of our carbon credits streaming projects may have a material adverse effect on our profitability, financial condition and results of operations.

While we intend to continue entering into stream

arrangements and investments in a large number of carbon credits with exposure to a wide variety of projects and attributes, we can provide no assurances that we can achieve such diversification.

We expect that, at the very least in the

near-term, we will continue to have a significant portion of our assets dedicated to a small number of carbon credit projects, businesses and investments related to carbon credits.

Even if we achieve diversification with respect to our carbon credit investments, our investment portfolio will be more at risk to adverse economic or regulatory occurrences affecting carbon

credits generally than an investment fund that holds a diversified portfolio of securities, given our concentration in the carbon credit and carbon market space.

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

If we are unable to remediate this material weakness, or if we identify additional

material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may

adversely affect investor confidence in us and the market price of our common shares.

While we and our independent registered public accounting firm did not and were not required to perform an audit of our internal control over financial reporting, in connection with the audit

of our 2023 consolidated financial statements, we identified control deficiencies in the design and operation of our internal control over financial reporting that constituted a material weakness.

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 in a timely

We did not design or maintain an effective control environment commensurate with financial reporting requirements.

Specifically, we did not consistently have documented evidence of review

procedures and, due to resource limitations, did not always maintain segregation of duties between preparing and reviewing analyses, and reconciliations.

These control deficiencies could result in a misstatement of our accounts or disclosures

that would result in a material misstatement of our financial results that would not be prevented or detected, and accordingly, we determined that these control deficiencies constitute a material weakness.

We are working to remediate the material weakness and are taking steps to strengthen our internal control over financial reporting through the hiring of additional appropriately skilled

finance and accounting personnel with the requisite technical knowledge and skills, which may be costly and time consuming.

With additional skilled personnel, we are taking appropriate and reasonable steps to remediate this material weakness

through the implementation of appropriate segregation of duties, formalization of accounting policies and controls and retention of appropriate expertise for complex accounting transactions.

We will not be able to fully remediate these

control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time.

We cannot assure you that the measures we have taken to date and those we expect to take in the future will be sufficient to remediate the material weakness we identified or avoid the

identification of additional material weaknesses in the future.

If the steps we take do not remediate the material weakness in a timely manner, there could continue to be a reasonable possibility that this material weakness or other control

deficiencies could result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis, which could in turn cause the market price of our common shares to decline

significantly and make raising capital more difficult.

If we fail to remediate our material weakness, identify future material weaknesses in our internal control over financial reporting or fail to meet the demands that will be placed upon us

as a public company, including the requirements of the Sarbanes-Oxley Act of 2002 (“SOX”), we may be unable to accurately report our financial results or report them within the timeframes required by law or stock exchange regulations.

to comply with Section 404 of SOX could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities.

If additional material weaknesses exist or are discovered in the future, and we are unable to

remediate any such material weakness, our reputation, results of operations and financial condition could suffer.

If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our

business could suffer.

We are dependent upon the continued availability and commitment of our key management, including Sunny Trinh, Chris Merkel, and David Goertz.

The loss of any such members could negatively

impact business operations.

From time to time, we will also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate the business.

The number of persons experienced in carbon markets

and the origination, registration, selling and trading of carbon credits is limited, and competition for such persons can be intense.

In addition, the number of persons skilled in structuring streams is limited.

Recruiting and retaining

qualified personnel is critical to our success and there can be no assurance of such success.

If we are not successful in attracting and training qualified personnel, our ability to execute our business model and growth strategy could be

affected, which could have a material adverse impact on our profitability, results of operations and financial condition.

Increased scrutiny of ESG matters, including our completion of certain ESG initiatives, could have an adverse effect on our business, financial condition and results of

operations, result in reputational harm and negatively impact the assessments made by ESG-focused investors when evaluating us.

We are increasingly facing more stringent ESG standards, policies and expectations, and expect to continue to do so as a listed company following the Closing with growing operations.

Companies across all industries are facing increasing scrutiny from a variety of stakeholders, including investor advocacy groups, proxy advisory firms, certain institutional investors and lenders, investment funds and other influential

investors and rating agencies, related to their ESG and sustainability practices.

We generally experience a strong ESG emphasis among our customers, partners and competitors.

Some of these stakeholders maintain standards, policies and

expectations regarding environmental matters (e.g., climate change and sustainability), social matters (e.g., diversity and human rights) and corporate governance matters (e.g., taking into account employee relations when making business and

investment decisions, ethical matters and the composition of the board of directors and various committees).

There is no guarantee that we will be able to comply with applicable ESG standards, policies and expectations, or that we will, from

the perspective of other stakeholders and the public, appear to be complying with such ESG standards, policies and expectations.

If we do not adapt to or comply with investor or other stakeholder standards, policies, or expectations on ESG

matters as they continue to evolve, or if we are perceived to have not responded appropriately or quickly enough to growing concern for ESG and sustainability issues, regardless of whether there is a regulatory or legal requirement to do so,

we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely affected.

While we may at times engage in or prepare voluntary ESG initiatives and disclosures to respond to stakeholder expectations or to improve our ESG profile, such initiatives and disclosures may

be costly and may not have the desired effect.

Expectations regarding our management of ESG matters continue to evolve rapidly, in many instances due to factors that are beyond our control.

For example, we may ultimately be unable to complete

certain initiatives or targets, either on the timelines initially announced or at all, due to technological, cost, or other constraints, which may be within or outside of our control.

Moreover, our ESG actions or statements may be based on

expectations, assumptions, or third-party information that we currently believe to be reasonable, but which may subsequently be determined to be erroneous or be subject to misinterpretation.

If we fail to, or are perceived to fail to,

implement certain ESG initiatives or achieve certain ESG objectives, we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently

Certain market participants, including major institutional investors and capital providers, use third-party benchmarks and scores to assess companies’ ESG profiles in making investment or voting decisions.

Unfavorable ESG ratings

could lead to increased negative investor sentiment towards us or our industry and to the diversion of investment to other industries, which could negatively impact our share price as well as our access to and cost of capital.

Moreover, because of the industry we are in, any of our operational or strategic efforts may be viewed as relating to our ESG initiatives and, even if those initiatives are undertaken

voluntarily, they may still be viewed as relating to our operational and strategic efforts.

This means that if we fail, or are perceived to fail, to implement certain ESG initiatives or achieve certain ESG objectives it could have a

disproportionately negative impact on our business.

Actual or perceived failure to comply with ESG standards may detrimentally affect our business in a variety of ways.

Among others, we could face challenges with procuring investments and

financing, whether for general business purposes or for specific projects, and we could have difficulty attracting or retaining employees.

Accordingly, failure to establish a sufficiently strong ESG profile relative to our peers could limit

our ability to generate and successfully utilize business opportunities.

We also note that divergent views regarding ESG principles are emerging in the U.S., and in particular, in U.S.

state-level regulation and enforcement efforts.

future, various U.S.

regulators, state actors and other stakeholders may have views on ESG matters, the renewable energy industry, the energy transition or our business that are unfavorable to our business or operations, or such stakeholders

may seek to impose additional regulation and restrictions on us or our business.

Any such events could have material adverse effects on our business, financial condition, results of operations, cash flow and prospects.

We also expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters.

We may be subject to ESG or sustainability-related

regulation in multiple jurisdictions, including the U.S., and complying with these regulations in multiple jurisdictions may increase the complexity and cost of our compliance efforts.

Moreover, increased regulation and increased stakeholder

expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor.

Additionally, many of our customers and suppliers may be subject to similar expectations, which may

augment or create additional risks, including risks that may not be known to us.

Our ability to realize projects could be impaired if we fail to adhere to common ESG standards in our industry.

Moreover, such failure could result in reputational damage for us among both

potential customers and investors.

Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.

The market price of our common shares is subject to the price of carbon credits and may decline regardless of our operating performance.

The principal factors anticipated to affect the price of our common shares are factors that may affect the price of carbon credits and are thus beyond our control.

The price at which the

shares are traded will be influenced by a number of factors, some specific to us and some which may affect listed companies generally.

These factors could include our performance, legislative and regulatory changes and general economic,

political or regulatory conditions, including the level of commitment to the goals of the United Nations-sponsored Paris Agreement by both governments and corporations and other private and public initiatives aimed at reducing greenhouse gas

Changes in government priorities as a result of government deficits or as a result of changes in the prevailing views concerning the impact of greenhouse gases on climate change could adversely affect the demand for carbon credits

and thereby their price.

Interpretation and enforcement of environmental legislation will vary by country and is subject to sudden change.

Carbon credit prices will also be influenced by infrastructure and technological advances in reducing

and sequestering greenhouse gas emissions, and the economics associated with those activities.

There can be no assurance that continual fluctuations in the price of carbon credits will not occur.

In addition, carbon credits are traded in both

the compliance and voluntary markets and the price for a carbon credit varies according to not only the market on which it is traded, but also according to its type, location, vintage, accreditation, and additional social and environmental

It is likely that the market price for our carbon credits will be subject to market trends generally.

Our due diligence process in connection with acquisitions, investments or streaming arrangements that we undertake may not reveal all relevant facts in connection with an

acquisition, investment or streaming arrangement.

Before making any decision, we will conduct, or have independent consultants conduct, due diligence investigations that we deem reasonable and appropriate based on the facts and circumstances

applicable to each acquisition, investment, or streaming arrangement.

When conducting due diligence investigations, we may be required to evaluate important and complex business, environmental, financial, tax, accounting, regulatory,

technical, and legal issues.

Outside consultants, legal advisors, accountants, and investment banks may be involved in the due diligence process in varying degrees depending on the type of investment.

Nevertheless, when conducting due

diligence investigations and making an assessment regarding an acquisition, investment or streaming arrangement, we rely on resources available, including information provided by the target of the acquisition or investment, the parties to the

streaming arrangement and, in some circumstances, third party investigations.

The due diligence investigations that are carried out with respect to any opportunity may not reveal or highlight all relevant facts that may be necessary.

We may not realize the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business.

As part of our business strategy, we may seek to grow by acquiring companies and/or assets or establishing joint ventures that we believe will complement our current or future business.

Acquisition transactions involve inherent risks, including but not limited to:

accurately assessing the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates;

ability to achieve

identified and anticipated operating and financial synergies;

unanticipated costs;

diversion of management attention;

potential loss of our key employees or key employees of any business acquired;

unanticipated changes in business, industry

or general economic conditions that affect the assumptions underlying the acquisition;

and decline in the value of acquired assets, companies or securities.

Any one or more of these factors or other risks could cause us not to realize the

anticipated benefits of an acquisition of assets or companies and could have a material adverse effect on our financial condition.

We may not effectively select acquisition candidates or negotiate or finance acquisitions or integrate the

acquired businesses and their personnel or acquire assets for our business.

We cannot guarantee that we can complete any acquisition we pursue on favorable terms, or that any acquisitions completed will ultimately benefit our business.

Our long-term success depends, in part, on properties and assets developed and managed by third-party project developers, owners and operators.

Carbon credits we receive are derived from projects that are operated by third parties.

These third parties will be responsible for determining the manner in which the relevant properties are

developed, operated and managed, including decisions that could expand, continue or reduce the number of carbon credits generated from a property or an asset.

As a holder of streams or other interests, we may have little or no input on such

Our interests and those of third parties on the relevant properties or assets may not always be aligned.

For example, in some cases, it may be in our best interest to advance development as rapidly as possible to maximize the receipt

of near-term carbon credits, while third-party project developers, owners and operators may, in many cases, take a more cautious approach to development as they assume risk on the cost of development and operations.

Our inability to control

the operations of the properties or assets in which we have a stream or other interest may have a material adverse effect on our profitability, results of operation and financial condition.

We may have limited access to data and disclosure regarding the operations or projects for which we are not developer, owner or operator.

This limited access may restrict

our ability to assess the value and performance of our operations.

As a holder of streams and other non-operator interests, we do not serve as the project developer, owner or operator, and in almost all cases, we have no input into how the project is

developed or the operations are conducted.

As a result, we have limited access to data in the operations or to the actual projects themselves.

This could affect our ability to assess the value of our streams or enhance their performance.

could also result in delays in the receipt of carbon credits we anticipate based on the stage of development of the applicable properties or assets covered by our streams.

In addition, some streams may be subject to confidentiality

arrangements which govern the disclosure of information regarding streams, and as such, we may not be in a position to publicly disclose non-public information with respect thereto.

The limited access to data and disclosure regarding the

operations of the properties or assets in which we have an interest may restrict our ability to assess the value or enhance our performance, which may have a material adverse effect on our profitability, results of operation and financial

Our streams are largely contract-based and the terms of such contracts may not be honored by developers or operators of a project.

Streams are largely contract-based, and the terms of which may be subject to interpretation or technical defects.

To the extent grantors of streams and other interests do not abide by their

contractual obligations, we may be forced to take legal action to enforce our contractual rights.

Further, not all project developers, owners or operators are credit worthy.

Such litigation may be time consuming and costly, and there is no

guarantee we will succeed.

If such litigation leads to an adverse decision to us, our profitability, results of operations and financial condition could be materially adversely affected.

We may acquire future streams in which we have limited control and our interests in such streams may be subject to transfer or other related restrictions.

Future streams may be subject to:

(i) buy-down right provisions pursuant to which an operator, developer, or property owner may buy back all or a portion of the stream;

(ii) pre-emptive

rights pursuant to which parties have the right of first refusal or first offer with respect to a proposed sale or assignment of the stream;

or (iii) claw back rights pursuant to which the seller of a stream has the right to re-acquire the

Holders of these rights may exercise them such that certain streams may not be available for acquisition by us or that streams held by us may be subject to buy-back rights or first refusal rights upon a sale.

Physical and transition risks arising from climate change, including risks posed by the increased frequency or severity of natural and catastrophic events and regulations

or policies related to climate change, may materially adversely affect our business and operations.

A natural disaster, or severe weather conditions, including in connection with climate change, or an accident that damages or otherwise adversely affects any of our current or future

operations, assets, or third-party infrastructure could materially and adversely affect our business, financial condition and results of operations.

Severe floods, droughts, lightning strikes, earthquakes, extreme wind conditions, severe

storms, heatwaves, wildfires, monsoons and other unfavorable weather conditions or natural disasters (including those related to climate change) could disrupt the operation of our projects and may require us to make additional expenditures to

mitigate the impact of such events.

The projects we enter into streaming agreements in connection with and/or otherwise invest in to generate carbon credits are subject to risks associated with natural disasters, which could

result in temporary or permanent damage to, or destruction of, projects that generate carbon credits.

Any such natural disasters could impact the ability of our counterparties to deliver carbon credits to us and therefore adversely affect the

viability of any of our investments in such products and may result in a material and adverse effect on our profitability, results of operations and financial conditions.

Various actions to mitigate our business risks associated with climate

change and other natural and catastrophic events may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate

For example, to the extent natural and catastrophic events or severe weather conditions become more frequent and intense, the availability or cost of materials may be adversely impacted and insurance and other operating costs may

increase, which may increase the costs of our products and materially adversely affect our profitability, results of operations and financial condition.

The threat of global economic, capital markets and credit disruptions pose risks to our business.

In recent years, global economies have suffered dramatic downturns as a result of the COVID-19 pandemic, a deterioration in the credit markets and related financial crisis, and a variety of

other factors including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, inflation, ratings downgrades of certain investments and declining valuations of others.

Governments in

the United States and elsewhere have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets.

Our performance will depend on the financial health and strength of carbon credit markets and businesses or investments related to carbon credits, which in turn will be dependent on the

economic conditions of the markets in which we and our customers operate.

A decline in the global economy, difficulties in the financial services sector and credit markets, continuing geopolitical uncertainties and other macroeconomic factors

all affect the spending behavior of potential customers.

The economic uncertainty in Europe, the United States, India, China and elsewhere arising out of increased monetary inflation may adversely impact our profitability and financial

Additionally, a global credit and liquidity crisis could adversely impact the cost and availability of financing and our overall liquidity.

Volatility of carbon credit prices could materially and adversely impact our revenues,

profits, losses, cash flow and the value of our carbon credit holdings, and continued recessionary pressures could adversely impact demand for carbon credits and our related investments.

Inflation could materially and adversely affect our business and results of operations.

The renewable energy industry has seen long periods of declining equipment costs, which may not continue, or may reverse.

Inflation or the absence of cost decreases could adversely affect us

by increasing the actual or expected costs of land, raw materials and labor, and other goods and services needed for our projects and investments, which may reduce project profitability.

Future increases in actual or expected costs may have

an adverse impact on our business, financial condition and results of operations.

Carbon markets, particularly the voluntary markets, are still evolving and there are no assurances that the carbon credits we purchase or generate through our investments

will find a market.

The carbon credit market, particularly the voluntary markets, have experienced a high level of price and volume volatility.

There is, or there may be in the future, a lack of liquidity for

the purchase or sale of carbon credits.

We may not be able to purchase or sell the volume of carbon credits as desired in a timely manner, at an attractive price, or at all.

The pool of potential purchasers and sellers is limited, and each

transaction may require the negotiation of specific provisions.

Accordingly, a purchase or sale may take several months or longer to complete.

In addition, as the supply of carbon credits is limited, we may experience difficulties purchasing

carbon credits.

The inability to purchase and sell on a timely basis in sufficient quantities could have a material adverse effect on our business, financial condition and results of operations.

We are subject to economic, political and other risks of doing business globally and in emerging markets.

Our investments may be focused in a particular country, countries, or region and therefore may be susceptible to adverse market, political, regulatory and geographic events affecting that

country, countries or region.

A significant proportion of our short-term and medium-term opportunities are located outside of North America.

Such geographic focus may also subject us and our investments to a higher degree of volatility.

There is no guarantee that future political, or economic instability will not occur in countries in which we operate.

The risks we may face with respect to any country where our current or

future streams or investments may be located, include unforeseen government actions, acts of god, terrorism, hostage taking, military repression, extreme fluctuations in currency exchange rates, high rates of inflation, labor unrest, the

risks of war or civil unrest, expropriation and nationalization, renegotiation or nullification of existing concessions, licenses, permits and contracts, changes in taxation policies, restrictions on foreign exchange and repatriation, and

changing political conditions, currency controls, export controls, and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies

from, a particular jurisdiction or other events.

Further, emerging markets are subject to different risks as compared to more developed markets.

Operating a business in an emerging market can involve a greater degree of risk than operating

a business in more developed markets, including, in some cases, increased political, economic and legal risks.

Emerging market governments and judiciaries often exercise broad, unchecked discretion and are susceptible to abuse and corruption.

Moreover, financial turmoil in any emerging market country tends to adversely affect the value of investments in all emerging market countries as investors move their money to more stable, developed markets.

Financial problems or an increase

in the perceived risks associated with investing in companies in emerging economies could dampen foreign investment and adversely affect local economies in which we operate.

Generally, investment in emerging markets is only suitable for

sophisticated investors who fully appreciate the significance of the risks involved in, and are familiar with, investing in emerging markets.

Any or all of these factors, limitations or the perception thereof could impede our activities, result in the impairment or loss of part or all of our interest in a stream or an investment,

or otherwise have a material adverse effect on our valuation and the trading price of our securities.

Our insurance policies may be inadequate, may not cover all of our potential liabilities and may potentially expose us to uncoverable risks.

We cannot give any assurances that insurance coverage for some or all of the risks of loss in the carbon credit industry will be available on commercially reasonable terms, or at all, given

the novelty of the industry.

To the extent such insurance coverage is available, we cannot give any assurances that it will continue to be available on commercially reasonable terms, that all events that could give rise to a loss or liability

are insured, reasonably insurable or that our insurers would be capable of honoring their commitments if an unusually high number of claims are made against their policies.

Certain losses, including certain environmental liabilities and

business interruption losses, are not ordinarily covered by insurance.

Fluctuations in foreign exchange rates may materially adversely affect our business.

Carbon credits are typically purchased in U.S.

Although we currently maintain, report our financial position and results and pay certain operating expenses in the U.S.

currency, our

functional currency is the Canadian currency.

Fluctuation in the U.S.

currency exchange rate relative to the Canadian currency could negatively impact the value of our securities.

Investment in carbon credits and/or equity securities

denominated in a currency other than Canadian currency will be affected by the changes in the value of the Canadian dollar in relation to the value of the currency in which the carbon credit or security is denominated.

Because exchange rate

fluctuations are beyond our control, there can be no assurance that such fluctuations will not have an adverse effect on our operations or on the trading value of our securities.

We need to improve our operational and financial systems to support our expected growth, increasingly complex business arrangements, and rules governing revenue and

expense recognition and any inability to do so will materially adversely affect its business and results of operations.

To manage the expected growth of our operations and increasing complexity, we will need to improve its operational and financial systems, procedures, and controls and continue to increase

systems automation to reduce reliance on manual operations.

Any inability to do so will affect our business and results of operations.

Our systems, procedures and controls may not be adequate to support our complex arrangements and the rules

governing revenue and expense recognition for our operations and expected growth.

Delays or problems associated with any improvement or expansion of our operational and financial systems and controls could adversely affect its relationships

with its customers, cause harm to its reputation and brand and could also result in errors in its financial and other reporting.

We expect that complying with these rules and regulations will substantially increase its legal and financial

compliance costs and will make some activities more time-consuming and costly.

These increased costs will increase our net loss and it cannot predict or estimate the amount or timing of additional costs it may incur to respond to these

requirements.

and Canadian investors may find it difficult or impossible to effect service of process and enforce judgments against us, our directors, and our executive officers.

We are incorporated under the laws of Alberta, Canada.

As a result, it may be difficult for U.S.

investors to realize in the United States upon judgments of courts of the United States

predicated upon the civil liability provisions of the United States federal securities laws.

Similarly, certain directors of our reside outside of Canada.

Consequently, it may not be possible for Canadian investors to enforce judgments obtained in Canada against any person who

resides outside of Canada, even if the party has appointed an agent for service of process.

Furthermore, it may be difficult to realize upon or enforce in Canada any judgment of a court of Canada against the directors of the Company who

reside outside of Canada since a substantial portion of the assets of such person may be located outside of Canada.

The Company Charter, together with the Company Bylaws, and Canadian laws and regulations applicable to the Company may adversely affect the Company’s ability to take

actions that could be deemed beneficial to shareholders of the Company.

As a Canadian company, we are subject to different corporate requirements than a corporation organized under the laws of the United States.

Our Charter, our Bylaws and the Alberta Business

Corporations Act (“ABCA”) set forth various rights and obligations that are unique to us as a Canadian company.

These requirements may limit or otherwise adversely affect our ability to take actions that could be beneficial to Company

shareholders.

Risks Related to Our Digital Asset Strategy

Regulatory uncertainty surrounding digital assets, including potential classification as securities and the risk of investment company status, could adversely affect our

business, financial condition, and results of operations.

Digital assets, such as Bitcoin and other blockchain-based tokens and protocols, are relatively novel, and the application of U.S.

federal and state securities laws, the Investment Company

Act of 1940, as amended (the “1940 Act”), and other legal and regulatory frameworks to such assets remains unsettled.

While proposed legislation—such as the Digital Asset Market Clarity Act of 2025—seeks to establish a more definitive

framework for distinguishing between digital commodities and digital securities and to clarify the jurisdictional boundaries between the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC), such

legislation has not yet been enacted and remains subject to change.

As a result, the regulatory treatment of digital assets continues to involve significant uncertainty.

Regulators in the United States or in foreign jurisdictions may interpret or enforce existing laws and regulations in ways that adversely affect the classification, transferability, or value

of digital assets, or may adopt new laws or pursue enforcement or judicial actions that materially impact digital asset markets.

If any digital assets we hold or acquire are later determined to constitute securities under applicable law, we

could become subject to additional regulatory obligations or restrictions, including under the federal securities laws and the 1940 Act.

In particular, adopting or expanding a digital asset treasury strategy could increase the risk that we may be deemed an “investment company” under the 1940 Act.

Under Sections 3(a)(1)(A) and

(C) of the 1940 Act, a company generally is deemed to be an investment company if it is engaged primarily in the business of investing, reinvesting, or trading in securities, or if more than 40% of the value of its total assets (exclusive of

government securities and cash items) on an unconsolidated basis consists of investment securities.

We do not believe that we are an investment company under the 1940 Act and are not currently registered as such.

However, if digital

assets we hold are deemed to be securities and comprise a significant portion of our total assets, we could fall within the scope of the 1940 Act and be required to register as an investment company, unless an exemption or exclusion is

To avoid classification as an investment company, we monitor our asset composition and income and may be required to take responsive actions, including disposing of digital assets that we

might otherwise hold for the long term, deploying capital into non-investment assets, incurring additional debt, issuing equity, or entering into other financing arrangements that may not be favorable to our business.

These measures could be

costly, disruptive, or executed under unfavorable market conditions, and there is no assurance that they would be successful in enabling us to remain outside the scope of the 1940 Act.

If we are ultimately required to register as an

investment company, the resulting regulatory burdens could materially and adversely affect our business model, operations, and the market value of our Common Stock.

In addition, the evolving regulatory environment surrounding digital assets has introduced complications related to insurance coverage and market perception.

For example, our engagement in

digital asset activities may result in increased costs for director and officer liability insurance or limit our ability to obtain such coverage on acceptable terms.

Further regulatory developments—whether through legislation, rulemaking,

enforcement, or judicial decisions—could continue to impose operational, legal, and financial risks that adversely impact our digital asset strategy and broader business performance.

Our financial results and the market price of our Common Shares may be affected by the prices of the assets held in our digital asset portfolio, and evolving accounting

standards may increase earnings volatility and reporting complexity.

As part of our capital allocation strategy for assets not required for working capital, we intend to invest in digital assets, including Bitcoin, Solana, and other utility-oriented crypto

The prices of these digital assets have historically experienced significant volatility and fluctuations, which could materially impact the fair value of our portfolio and cause substantial variability in our reported earnings.

generally accepted accounting principles (“GAAP”) and the recently adopted Accounting Standards Update No.

2023-08, certain crypto assets must be measured at fair value with changes in fair value recognized in net income.

accounting treatment may cause significant volatility in our financial results from period to period, even if we do not sell any digital assets.

Additionally, certain crypto assets we hold may not qualify for fair value measurement and instead are accounted for as indefinite-lived intangible assets, subject only to impairment losses

with no recognition of subsequent increases in fair value until sold.

The application of GAAP to crypto assets is evolving and remains subject to interpretation and possible changes, which could require retrospective adjustments or impact our

financial statements in the future.

The valuation of digital assets requires significant judgment and the use of third-party pricing sources, which may be subject to error or dispute.

If investors view the value of our Common Stock as linked to our digital asset holdings, fluctuations in the value of these assets may significantly influence the market price of our Common

A decline in our digital asset portfolio value could adversely affect the market price of our Common Stock and our financial results, which in turn could impact the conversion of the Notes issued in this offering.

If the market price

of our Common Stock declines and conversion does not occur, we may be required to repay the Notes in cash.

Furthermore, to the extent the value of the Notes exceeds the value of the digital assets held as collateral, we may need to obtain

additional financing, which may not be available on acceptable terms or at all.

There can be no assurance that our investment strategy involving digital assets will achieve its intended financial or risk management objectives.

We may incur unexpected losses, increased

volatility in reported earnings, or adverse regulatory or accounting consequences as a result of this strategy.

We face risks relating to the custody of our tokens, including the loss or destruction of private keys required to access our tokens and cyberattacks or other data loss

relating thereto, including smart contract related losses and vulnerabilities.

We currently custody our digital tokens with BitGo, a South Dakota-chartered trust company and registered money services business.

BitGo has represented that it safeguards client assets

through segregated wallets, Multi-Signature and Threshold Signature technology, offline key storage, multi-party transaction approvals, and SOC 1 Type 2 and SOC 2 Type 2 audited processes.

BitGo further maintains an insurance policy with

limits of up to $250 million covering theft, loss, and insider misconduct, underwritten by a syndicate of insurers at Lloyd’s of London and the European Marketplace.

Notwithstanding these measures, there can be no assurance that BitGo or any

other custodian we may engage in the future will not experience a cyberattack, operational failure, or other compromise of its custody systems.

In light of the significant amount of digital assets that we may potentially hold, we may need to engage additional custodians to achieve a greater degree of diversification in the custody of

our tokens, as the extent of potential risk of loss is dependent, in part, on the degree of diversification.

However, multiple custodians may utilize similar wallet infrastructure, cloud service providers, or software systems, which could

increase systemic technology risk.

If there is a decrease in the availability of digital asset custodians that we believe can safely custody our tokens, for example, due to regulatory developments or enforcement actions that cause custodians

to discontinue or limit their services in the United States, we may need to enter into agreements that are less favorable than our current agreements or take other measures to custody our digital assets, and our ability to seek a greater

degree of diversification in the use of custodial services would be materially adversely affected.

Although BitGo maintains insurance, and other custodians may offer insurance coverage for digital assets, there can be no assurance that such coverage will be sufficient to fully cover

potential losses, that such coverage will be maintained in the future, or that such coverage will respond to all forms of loss or compromise.

To the extent the private keys for the custodial wallet holding our digital assets are lost,

destroyed, or otherwise compromised and no backup of the private key(s) is accessible, neither we nor our custodians will be able to access the assets held in the related digital wallet.

Furthermore, digital wallets held on our behalf could

be compromised as a result of a cyberattack, and digital assets and blockchain technologies have been, and may in the future continue to be, subject to security breaches, cyberattacks, or other malicious activities.

As part of our treasury management strategy, we may engage in staking, re-staking, or other permitted activities that involve the use of “smart contracts” or decentralized applications.

use of smart contracts or decentralized applications entails certain risks including risks stemming from the existence of an “admin key” or coding flaws that could be exploited, potentially allowing a bad actor to issue or otherwise

compromise the smart contract or decentralized application, potentially leading to a loss of our tokens.

Like all software code, smart contracts are exposed to the risk that the code contains a bug or other security vulnerability, which can

lead to loss of assets that are held on or transacted through the contract or decentralized application.

Smart contracts and decentralized applications may contain bugs, security vulnerabilities, or poorly designed permission structures that

could result in the irreversible loss of our digital assets.

Our ability to generate income from our digital asset holdings is subject to significant uncertainty, and yield opportunities may not develop or may fail to perform as

As part of our digital asset treasury strategy, we intend to evaluate or participate in yield-generating activities associated with Bitcoin, Solana, and DevvE.

Each of the First Tranche

Assets presents distinct risks that may limit our ability to earn returns, adversely affect our treasury management, or result in losses.

Bitcoin Yield Strategy Risks .

While we view Bitcoin as a foundational reserve asset within the emerging tokenization ecosystem, on-chain yield opportunities for Bitcoin are nascent and

remain largely theoretical.

Most Bitcoin layer-2 networks or staking-like mechanisms are in pilot or proof-of-concept stages, lacking meaningful track records of technical stability, security, governance, or legal treatment.

As a result, any

participation would require substantial diligence, incur additional costs, and may expose us to heightened risk of technical failure, security breaches, or governance disputes.

In addition, custodial constraints may limit access to certain

protocols, and participation could require entering into new or amended custody arrangements, introducing counterparty and operational risks.

Some proposed yield mechanisms may ultimately never achieve adoption or custodial support, leaving

Bitcoin as a non-yielding reserve asset in our treasury.

Solana Yield Strategy Risks .

Unlike Bitcoin, Solana supports native on-chain staking, and we intend to stake Solana through our qualified custodian.

However, staking rewards are

variable, influenced by speculative trading activity, stablecoin settlement demand, validator performance, and protocol-level inflation, which is designed to decline over time.

Network outages, which have occurred historically, could further

disrupt yield.

Staking is also subject to custodial service fees, validator risk, and ongoing operational oversight costs.

In addition, Solana’s planned “Alpenglow” consensus upgrade, expected in 2026, may alter validator incentives, staking

economics, or reward distribution in unanticipated ways.

As a result, staking yields may not be stable, sustainable, or sufficient to materially support our treasury strategy.

DevvE Yield Strategy Risks .

DevvE does not presently support staking or consensus-based yield, and its ecosystem is at an early stage of development.

Accordingly, DevvE is expected to

function as a strategic, rather than income-producing, holding in our treasury for the foreseeable future.

The absence of on-chain yield limits our ability to generate recurring revenue from DevvE.

Adoption timelines, liquidity levels, and

integration with tokenization markets remain uncertain, and trading volumes are materially lower than those of more established digital assets.

DevvE’s tokenomics include vesting schedules and concentrated allocations, which may further

affect liquidity and market behavior.

Until DevvE’s ecosystem matures to support yield-generating applications, our holdings will remain subject to significant execution and adoption risk.

In light of these risks, there can be no assurance that we will be able to generate meaningful or sustainable yield from Bitcoin, Solana, DevvE, or any other digital asset.

Any failure to do

so could adversely affect our operating results, liquidity, and ability to execute our business strategy.

The First Tranche Assets —Bitcoin, Solana, and DevvE—can be subject to extreme price volatility, and declines in their value could materially and adversely affect our

financial condition.

Cryptocurrencies remain a highly volatile asset class characterized by rapid price swings and structural features that amplify risk.

The sector is novel and experimental, with many protocols

and networks still in early stages of development.

Market activity is often driven by high levels of leverage and significant retail participation, which can accelerate both rallies and drawdowns.

While larger, more liquid assets such as

Bitcoin tend to exhibit comparatively greater stability, volatility increases markedly with newer or less established tokens.

These dynamics make digital assets inherently speculative and subject to sharp fluctuations in value, underscoring

the need for careful monitoring and risk management in any treasury allocation.

Bitcoin Volatility .

Although Bitcoin is often viewed as the most established and comparatively less volatile digital asset, its price history demonstrates substantial drawdowns.

example, in April 2021 Bitcoin traded at approximately $64,300, but by June 2021 had fallen to $27,900, a decline of roughly 57% in two months.

Later in the same cycle, Bitcoin reached an all-time high of $69,000 in November 2021, before

declining to $16,000 by November 2022, a drawdown of about 77%.

Even in 2025, Bitcoin has remained volatile, rising to nearly $109,000 in January 2025 before retracing to approximately $75,000 by April, a 31% decline over three months.

examples underscore that, while relatively more stable than other digital assets, Bitcoin remains subject to large and rapid price swings.

Solana Volatility .

Solana has historically exhibited significantly higher volatility than Bitcoin, reflecting its newer and more experimental status.

Between July and November 2021,

Solana rose from about $30 to $239, an increase of nearly 697%, only to decline to $8 by November 2022, a drawdown of approximately 97%.

More recently, in 2025, Solana rose to $293 in January before falling to $96 in April—a 67%

decline—followed by a rebound to approximately $239, a 149% increase from the April low.

These extreme swings reflect the speculative nature of activity on the Solana network, including trading in memecoins and experimental applications,

which contributes to its heightened volatility relative to more established digital assets.

DevvE Volatility .

DevvE has demonstrated even greater volatility, consistent with its status as an emerging, relatively illiquid token.

After reaching an all-time high of $1.87 in

March 2024, DevvE fell to $0.14 by September 2024, a drawdown of about 93%.

It then rose to $1.48 in January 2025, before declining to $0.46 in subsequent months, a 69% decline.

Such fluctuations are typical for new and experimental networks,

where limited adoption, concentrated ownership, and speculative trading contribute to elevated volatility compared to more established digital assets.

There can be no assurance that the value of Bitcoin, Solana, DevvE, or any other digital asset we may hold will not decrease substantially or remain highly volatile.

Any such declines could

materially and adversely affect the value of our digital asset treasury, our financial condition, and our results of operations.

There are risks inherent to the First Tranche Assets that could reduce the value of our holdings and impair such asset’s role in our treasury strategy.

Bitcoin-specific Risks .

Our Bitcoin holdings expose us to systemic and adoption risks that are distinct from those associated with other digital

While Bitcoin is the most established cryptocurrency, its long-term role as a settlement and reserve layer for tokenization markets could diminish if competing blockchains develop faster settlement times, lower transaction costs, or

greater programmability.

Bitcoin’s governance structure is relatively stable, but protocol upgrades, forks, or disputes within the developer and mining communities could create uncertainty for applications that rely on anchoring tokenized

assets to the Bitcoin blockchain.

In addition, Bitcoin’s reliance on a global mining network exposes it to jurisdictional and regulatory risk;

restrictions on mining in key regions could impair security and undermine confidence in the

Although liquidity in Bitcoin markets is deep, the asset remains subject to significant volatility driven by leverage and speculative activity.

If systemic or adoption-related risks materialize, our Bitcoin holdings may not serve

their intended role in supporting our digital asset treasury strategy.

Solana-specific Risks .

Our Solana holdings present heightened operational and volatility risks compared to Bitcoin or other larger digital assets.

Although Solana has achieved notable growth in developer activity and transaction throughput, its long-term adoption for institutional tokenization remains unproven.

The network has experienced outages and reliability issues, and critics have

highlighted centralization concerns in its validator set, raising risks regarding governance and operational resilience.

Solana’s markets are generally liquid, but its token has experienced extreme price volatility, and staking yields are

variable, being tied to protocol-defined inflation and fluctuating network usage.

The upcoming Alpenglow upgrade may improve throughput and reliability, but it also introduces uncertainty about validator incentives and staking dynamics.

Because operational stability and yield predictability remain uncertain, any disruption to Solana’s network performance or institutional adoption could materially reduce the value of our Solana holdings and impair their role in our treasury

DevvE-specific Risks .

Our DevvE holdings involve elevated adoption and liquidity risks relative to more established digital assets.

early-stage network, and its ability to attract sufficient developers, projects, and users to sustain long-term adoption is uncertain.

Governance frameworks and infrastructure are still developing, which creates risks around technical

stability and institutional credibility.

DevvE markets are relatively illiquid, with limited trading venues and volumes, potentially constraining our ability to scale positions or exit efficiently.

In addition, DevvE does not currently

support staking or consensus-based yield generation, and a significant portion of its tokens remain subject to vesting and unlock schedules, which could create downward pressure on price as new supply enters circulation.

Because DevvE’s

strategic positioning depends on adoption of tokenization projects with environmental and social themes, failure of these use cases to materialize could materially impair the utility and value of our DevvE holdings.

Risks Related to Our Information Technology and Intellectual Property

Failure of a key information technology system, process or site could have a material adverse effect on our business.

We rely on our information technology (“IT”) systems to operate our business and are dependent upon the availability, capacity, reliability and security of our IT infrastructure and our

ability to expand and continually update this infrastructure, to conduct daily operations.

In the event that we are unable to secure our software and hardware, effectively upgrade systems and network infrastructure and take other steps to

maintain or improve our systems, the operations of such systems could be interrupted or result in loss, corruption or release of confidential data.

The IT systems are subject to a variety of security risks, which are growing in both complexity and frequency and could include potential breakdown, cyber phishing, invasion, virus,

cyber-attack, cyber-fraud, security breach, and destruction or interruption of its IT systems by third parties or insiders.

Unauthorized access to these systems by employees or third parties could lead to corruption or exposure of

confidential fiduciary or proprietary information, in a loss or theft of our financial resources, critical data and information or could result in a loss of control of our technological infrastructure or financial resources, which could have

a material adverse effect on our business, financial condition, and results of operations as well as on our reputation.

Although we have implemented cybersecurity protections to safeguard our data, we can provide no assurances that these protections will prevent all cybersecurity breaches.

We have experienced security incidents or breaches in the past, and if we experience any future security incidents or breaches, our reputation may be harmed and we may

suffer significant liabilities, any of which could have a material adverse effect on our business and results of operations.

Security incidents, in particular, cyberattacks, computer malware, viruses, social engineering (including phishing attacks), ransomware attacks and hacking are becoming more prevalent.

our third-party providers are at risk of security incidents which may affect our investments and the customer data we and our third-party providers process.

A security incident could be caused by disasters, insiders or third parties,

including through inadvertent acts or omissions, negligence, or malicious acts such as hacking or the use of viruses, ransomware, or malware.

In addition, third parties may use phishing, fraud or other forms of deception to induce our

employees, suppliers, research partners, or other third parties with whom we do business to disclose information, or to obtain access to our IT systems, facilities, data, or confidential and proprietary information and technologies.

example, in September 2023, an unauthorized third-party gained access to one of our officer’s email accounts through a phishing attack.

This cyber-attacker contacted an investor of ours via email, impersonating our officer, resulting in the

investor wiring money to the cyber-attacker.

Upon discovering that our officer’s email account was compromised, we have worked with a third-party IT service provider to conduct a forensic audit to determine the extent of the security breach.

Based on the IT service provider’s findings, we do not believe that the cyber-attacker used the access that they gained to our officer’s account to access any of our other accounts or systems.

However, there can be no assurance that the IT

service provider’s forensic audit has uncovered all security breaches, nor that the security policies and procedures we have adopted since discovering this security breach will be sufficient to prevent future security breaches.

We may experience cybersecurity incidents and security breaches in the future.

Any future security breach suffered by us or our third-party service providers or any unauthorized, accidental

or unlawful access or loss of data, or the perception that any such event has occurred, could result in a disruption to our operations, litigation, an obligation to notify regulators and affected individuals, the triggering of indemnification

and other contractual obligations to our customers, regulatory investigations, government fines and penalties, reputational damage, loss of sales, customers and prospects, expenses related to mitigation and remediation, and other significant

costs and liabilities.

In addition, we may incur significant costs and operational consequences in relation to investigating, remediating, and addressing actual or perceived security incidents, as well as the costs to comply with any

notification or other obligations resulting from any such incidents.

Any of the foregoing could materially affect our business, financial condition, results of operations, cash flow and prospects.

The actual or perceived failure to comply with data privacy and data security laws, regulations and industry standards could have a material adverse effect on our

reputation, results of operations or financial condition or have other material and adverse consequences.

We are subject to various laws, related regulations, and industry standards involving data privacy and security.

Such laws and regulations relating to data privacy and security are

continuously evolving and subject to potentially differing interpretations.

These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices.

As a result, our practices may not have complied in the past or may not comply now or in the future with all such laws, regulations, requirements and obligations.

If we are unable to obtain, protect or enforce our rights in proprietary technology, brands or other intellectual property, our competitive advantage, business, financial

condition, results of operations, cash flow and prospects could be materially adversely affected.

In the future, we may file patent applications, including provisional patent applications, for certain technologies related to our business.

We may not be able to accurately predict all the

countries where patent protection will ultimately be possible or desirable.

If we have failed or fail to timely file a patent application in any such country, we may be precluded from doing so at a later date.

In addition, we cannot assure

you that any of our patent applications will be granted or will issue as patents.

The scope of patent protection could be narrowed during the application process, and accordingly we cannot assure you that the resulting patents would be of

sufficient scope to provide us with any meaningful protection or commercial advantage.

Furthermore, any patents that we do obtain could be challenged, invalidated or circumvented by others, and our competitors could infringe our patents;

however, we cannot assure you that we will learn of all instances of infringement, and even if we become aware of infringement, we cannot assure you that we will have adequate resources to enforce our patents.

Our failure to obtain or

maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects.

Risks Related to Legal, Compliance and Regulations

Our business and current and future operations are subject to liabilities and operating restrictions arising from regulatory requirements.

We will be subject to regulatory

requirements in multiple jurisdictions, which impose substantial compliance requirements on our operations.

Our operating costs could be significantly increased in order to comply with new or more stringent regulatory standards in the

jurisdictions in which we operate.

We are subject to, and may be adversely affected by changes in, regulatory requirements, customs, duties and other taxes in jurisdictions in which we operate, including Canada, the United

States, and African countries.

The costs associated with legal compliance may be substantial.

In addition, possible future laws and regulations, changes to existing laws and regulations or more stringent enforcement of current laws and

regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspension of projects generating carbon credits and planned operations and delays in the development of projects generating

carbon credits.

Moreover, these laws and regulations may allow governmental authorities and private parties to bring lawsuits based upon damages to property and injury to persons resulting from environmental, health and safety impacts of the

operations of projects generating carbon credits.

Any failure by us or operators of projects in which we invest to comply with laws and regulators could lead to financial restatements, fines, penalties, loss, reduction or expropriation of

entitlements, the imposition of additional local or foreign parties as joint venture partners with carried or other interests and other material negative impacts.

Further, violations of environmental and other laws, regulations and permit

requirements may also result in criminal sanctions or injunctions.

Many foreign, federal, state and local environmental laws, regulations and permitting requirements will apply to projects generating carbon credits and could negatively impact our ability to

generate carbon credits.

Violations of these laws and permit requirements could also result in negative publicity for us, which, in turn, would have a material adverse effect on our business and results of operations.

From time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability

and financial position.

We may, from time to time, be involved in various claims, legal proceedings and disputes arising in the ordinary course of business.

It is difficult to predict the outcome or ultimate

financial exposure, if any, represented by these matters, and there can be no assurances that any such exposure will not be material.

If such disputes arise and we are unable to resolve these disputes favorably, it may have a material and

adverse effect on our profitability, results of operations and financial condition.

Such disputes may also negatively affect our reputation and divert management’s attention from operations.

It may be difficult for our stockholders to acquire jurisdiction and enforce liabilities against our assets based in international jurisdictions.

Some or all of our assets, as well as certain of our directors and officers, reside outside of the United States, including David Goertz, Michael Max Bühler and Stephen Kukucha.

it may not be possible for certain stockholders to enforce their legal rights, to effect service of process upon our directors or executive officers or to enforce judgments of United States courts predicated upon civil liabilities and

criminal penalties of our directors and executive officers under United States federal securities laws.

We may not be able to have all our projects validated through a compliance market or by an internationally recognized carbon credits standard body.

In seeking to acquire and grow a diversified and high-quality portfolio of streams and investments in projects that generate carbon credits over the long term, our intention is to seek to

have all such projects validated through a compliance market or by an internationally recognized carbon credits standard body in the voluntary market, such as the Verified Carbon Standard, a widely used greenhouse gas crediting program,

administered by Verra, a nonprofit organization that operates standards in environmental and social markets.

These standards organizations are meant to increase credibility in the marketplace.

We may also seek to have co-benefits validated by

standards such as the Climate, Community and Biodiversity Standard, which evaluates land management projects, SOCIALCARBON, an international greenhouse gas standard, or the Sustainable Development Verified Impact Standard, also administered

by Verra, which is the standard for certifying the sustainable development benefits of social and environmental projects.

Any actual or proposed changes to international carbon standards or verification requirements and/or the implementation

of any national or international laws, treaties or regulations by governmental entities and/or any adverse changes to existing governmental policies with respect to carbon credits (including, without limitation, any changes to nationally

determined contributions under the Paris Agreement or any other national or international initiatives) may result in a material and adverse effect on our profitability, results of operation and financial condition.

Carbon pricing initiatives are based on scientific principles that are subject to debate.

Failure to maintain international consensus may negatively affect the value of

carbon credits.

Carbon pricing initiatives, such as ETSs, carbon taxes and carbon credits have arisen primarily due to relative international and scientific consensus with respect to scientific evidence

indicating a correlative relationship between the rise in global temperatures and extreme weather events, on the one hand, and the rise in greenhouse gas emissions in the atmosphere, on the other hand.

New technologies may arise that may

diminish or eliminate the need for carbon markets.

Ultimately, the price of carbon credits is determined by the cost of reducing emissions levels.

If the price of credits becomes too high it will be more economical for companies to develop or

invest in lower emission technologies, thereby suppressing the demand and adversely affecting the price.

Regulatory risk related to changes in regulation and enforcement of ETSs can adversely affect market behavior.

If fines or other

penalties for non-compliance are not enforced, incentives to purchase carbon credits will deteriorate, which can result in a fall in the price of carbon credits and a drop in the value of our assets.

Our business may require numerous permits, licenses and other approvals from various governmental agencies, and the failure to obtain or maintain any of them, or delays

in obtaining them, could materially adversely affect us.

We may acquire a property or an interest in a property with the intent to generate carbon credits from activities on that property.

These future activities may require licenses and permits

from various governmental authorities.

We cannot give any assurances that we will be able to obtain or maintain all necessary licenses and permits that may be required to carry out development of our carbon offset projects on any future

Our cross-border operations require us to comply with anti-bribery and anti-corruption laws.

Our activities are subject to a number of laws that prohibit various forms of corruption, including local laws that prohibit both commercial and official bribery and anti-bribery laws that

have a global reach.

The increasing number and severity of enforcement actions in recent years present particular risks with respect to our business activities to the degree that any employee or other person acting on our behalf might

offer, authorize, or make an improper payment to a foreign government official, party official, candidate for political office, or political party, an employee of a foreign state-owned or state-controlled enterprise, or an employee of a

public international organization.

We currently have interactions with government entities around the world that expose us to potential risks under anti-corruption and anti-bribery laws.

As we increase our international

operations, our risks under these laws may increase.

In addition, we may participate in relationships with third parties whose conduct could potentially subject us to liability under the anti-corruption laws even if we do not explicitly

authorize or have actual knowledge of such activities.

We have established policies and procedures designed to assist us and personnel acting on our behalf in complying with applicable anti-bribery laws and regulations;

however, these

policies and procedures may not prevent violation of these legal requirements, inadvertent or otherwise.

Any actual or alleged violation of applicable anti-corruption and anti-bribery laws could result in whistleblower complaints,

sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, any of which could have a material adverse effect on our

reputation, as well as our business, financial condition, results of operations and prospects.

We are subject to legal risks associated with our global operations.

Our operations are subject to risks inherent in conducting business globally.

In addition to the cross-border regulatory and legal risks described elsewhere in this annual report, our

business is subject to risks associated with management communication and integration problems resulting from cultural and geographic dispersion.

Compliance with laws and regulations applicable to our global operations also substantially

increases our cost of doing business in foreign jurisdictions.

If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business, financial

condition, results of operations, cash flow and prospects may suffer.

We may be unable to comply with changes in government requirements and regulations, which could harm our business.

In many countries, it is common for others to engage in

business practices that are prohibited by our internal policies and procedures or other regulations applicable to us.

Although we have implemented policies and procedures designed to ensure compliance with these laws and policies, there can

be no assurance that all of our employees, contractors, partners and agents will comply with these laws and policies.

Violations of laws or key control policies by our employees, contractors, partners or agents could result in delays in

revenue recognition, financial reporting misstatements, investigations and enforcement actions, reputational harm, disgorgement of profits, fines, civil and criminal penalties, damages, injunctions, other collateral consequences or the

prohibition of the importation or exportation of our platform and could have a material adverse effect on our business, results of operations and financial condition.

Carbon trading is heavily regulated and new legislation in the jurisdictions in which we operate may materially impact our operations.

Carbon trading is regulated by specific jurisdictions pursuant to regional legislation or may be voluntary.

When regulated (e.g., in the European Union and in the Western Climate Initiative

jurisdictions), governments compel emitters to reduce their greenhouse gas emissions through technological improvements or through the purchase of carbon credits.

New legislation may arise in certain compulsory jurisdictions that may render

our business plan and knowledge obsolete with respect to carbon credits.

With respect to the voluntary trade of carbon credits, there is a significant risk that certain voluntary purchasers of carbon credits may elect to cease the purchase

of carbon credits for various reasons that are inherent to their business plans, because of changing economic, political contexts or other conditions that cannot be controlled by us.

If voluntary purchasers of carbon credits elect to stop

purchasing carbon credits, it could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Our Common Shares

A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

The price of securities may vary significantly due to factors specific to us as well as to general market or economic conditions.

Furthermore, an active trading market for our securities

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

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

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.

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.

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

Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with

resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

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

pay in the future for our Class A common stock and could entrench management.

Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.

provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage

transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Together these provisions may make the removal of management more difficult

and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

General Risk Factors

We are a recently formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a recently formed company with no operating results.

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

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

We may be unable to complete our business combination.

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

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure

requirements available to emerging growth companies 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.

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 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

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.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of

such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time

private companies adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the

extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations,

including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our 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.

As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or to investigate and

remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

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.

Because there are no current plans to pay cash dividends on our Common Shares for the foreseeable future, you may not receive any return on investment unless you sell

your Common Shares at a price greater than what you paid for it.

We intend to retain future earnings, if any, for future operations, expansion and debt repayment, and there are no current plans to pay any cash dividends for the foreseeable future.

declaration, amount and payment of any future dividends on our Common Shares will be at the sole discretion of our Board.

The Board may take into account general and economic conditions, our financial condition and results of operations,

our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by us to its stockholders or by its subsidiaries to it and such

other factors as the Board may deem relevant.

As a result, you may not receive any return on an investment in New Common Shares unless you sell your Common Shares for a price greater than that which you paid for it.

Our shareholders may experience dilution in the future.

We have warrants outstanding to purchase up to an aggregate of 2,218,689 of our Common Shares.

Further, we may choose to seek third-party financing to provide additional working capital for our business, in

which event we may issue additional Common Shares or other equity securities.

The issuance of additional Common Shares or other equity securities of equal or senior rank would have the following effects:

the amount of cash available per share, including for payment of dividends in the future, may decrease;

the relative voting strength of each previously outstanding Common Share may be diminished;

the market price of our Common Shares may decline.

We cannot be certain that additional financing will be available on reasonable terms when required, or at all.

From time to time, we may need additional financing.

Our ability to obtain additional financing, if and when required, will depend on investor demand, our operating performance, the

condition of the capital markets, and other factors.

If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences, or privileges senior to the rights of the

Class A Common Stock and our shareholders

The future exercise of registration rights may adversely affect the market price of our Common Shares.

We have entered into registration rights agreement that will obligate New us to register the Common Shares received by certain significant Shareholders as part of the Business Combination,

as well as our Common Shares or Converted Warrants received by Sponsor and its permitted transferees in exchange for the Founder Shares, Private Placement Warrants or other restricted securities acquired.

In addition, the holders will 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.

Sales of a substantial amount of common stock pursuant to a resale registration statement in the public market could occur at any time the registration statement remains effective.

In addition, certain registration

rights holders can request underwritten offerings to sell their securities.

These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell such shares, could reduce the market price

of our Common Shares.

Future resales of our Common Shares may cause the market price of our securities to drop significantly, even if our business is doing well.

Certain of our Shareholders and certain of our officers and directors entered into a lock-up agreement pursuant to which they will be contractually restricted from selling or transferring

any of (i) their Common Shares held immediately following the Closing and (ii) any of their Common Shares that result from converting securities held immediately following the Closing (the “Lock-Up Shares”).

Such restrictions began at

Closing and end the earliest of:

(a) 360 days from the Closing, (b) the date FIAC consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of FIAC’s stockholders

having the right to exchange their FIAC common stock for cash, securities or other property and (c) the date on which the closing sale price of FIAC common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock

dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Closing.

Focus Impact Sponsor, LLC (the “Sponsor”) is subject to a lock-up pursuant to a letter agreement, entered into at the time of the IPO, among FIAC, the Sponsor and the other parties thereto,

pursuant to which the Sponsor is subject to a lock-up beginning on the Closing and end the earliest of:

(a) one year from the Closing, (b) the date FIAC consummates a liquidation, merger, share exchange or other similar transaction with an

unaffiliated third party that results in all of FIAC’s stockholders having the right to exchange their Class A Common Stock for cash, securities or other property and (c) the date on which the closing sale price of Class A Common Stock

equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one

hundred and fifty (150) days after the Closing.

However, following the expiration of such lock-ups, the Sponsor and the holders of Lock-Up Shares will not be restricted from selling our Common Shares held by them, other than by

applicable securities laws.

As such, sales of a substantial number of our Common Shares in the public market could occur at any time.

These sales, or the perception in the market that the holders of a large number of shares intend to sell

shares, could reduce the market price of our Common Shares.

Upon completion of the Business Combination, the Sponsor and the holders of Lock-Up Shares (including our Common Shares issued as awards as a result of conversion of Company Shares

that were reserved for issuance pursuant to our outstanding stock options and unvested restricted stock units outstanding will collectively beneficially own approximately 75.0% of the outstanding Common Shares, assuming that no additional

public stockholders redeem their Public Shares.

The shares held by the Sponsor and the Lock-Up Shares may be sold after the expiration of their applicable lock-up periods.

As restrictions on resale end and registration statements (filed

after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our Common Shares price or the market

price of our Common Shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

If securities or industry analysts do not publish research or reports about our business or publish negative reports about our business, its share price and trading

volume could decline.

The trading market for our Common Shares will depend on the research and reports that securities or industry analysts publish about us or our business.

We do not have any analyst coverage and may not obtain

analyst coverage in the future.

In the event we obtain analyst coverage, we will not have any control over such analysts.

If one or more of the analysts who cover our downgrade our shares or change their opinion of our Common Shares, the

share price would likely decline.

If one or more of these analysts cease coverage of us or fails to regularly publish reports on us it could lose visibility in the financial markets, which could cause its share price or trading volume to

We are an “emerging growth company,” and the reduced SEC reporting requirements may make its shares less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act.

We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following

the fifth anniversary of the closing of the Business Combination, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our

common equity held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we issued more than $1.0 billion in non-convertible debt during the prior three-year

We intend to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, such as an exemption from the provisions of Section 404(b) of SOX requiring its independent registered

public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and 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 cannot predict if investors will find its shares less

attractive because it intends to rely on certain of these exemptions and benefits under the JOBS Act.

If some investors find our shares less attractive as a result, there may be a less active, liquid and/or orderly trading market for its

shares and the market price and trading volume of its shares may be more volatile and decline significantly.

Risks Related to Being a Public Company Listed on the Nasdaq

The Company’s failure to meet Nasdaq’s continued listing requirements could result in a delisting of its shares.

If, after listing, we fail to satisfy Nasdaq’s continued listing requirements, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take

steps to delist its shares.

Such a delisting would likely have a negative effect on the price of our shares and would impair your ability to sell or purchase our shares when you wish to do so.

In the event of a delisting, we can provide no

assurance that any action taken by it to restore compliance with listing requirements would allow it shares to become listed again, stabilize the market price or improve the liquidity of our shares, prevent its shares from dropping below

Nasdaq’s minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us additional

trading restrictions.

Our securities are currently listed on the Nasdaq.

However, we cannot assure you that our securities will continue to be listed on Nasdaq in the future.

In order to continue listing our

securities on the Nasdaq, we must maintain certain financial, distribution and stock price levels.

Generally, we must maintain a minimum number of holders of its securities (generally 400 public holders).

Additionally, in connection with

the Business Combination, we are 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.

Broad market and industry fluctuations may adversely affect the market price of our Common Shares, regardless of our actual operating performance.

In addition, price volatility may be

greater if the public float and trading volume of our Common Shares is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation.

If we are involved in securities litigation, it could have a

substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

Risks Related to Taxes

Our ability to utilize its net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations, including losses as a

result of the Business Combination.

We are likely to continue incurring significant tax losses, which may be limited in their usability under Canadian and other tax laws.

Although we do not expect the Business Combination nor

any of the ownership changes in the course of past financing rounds to result in a forfeiture of our Canadian tax loss attributes, the realization of future tax savings from such tax loss attributes will be limited under the Tax Act and

will depend on the tax authorities’ acceptance of their continued availability and our ability to generate future taxable income in Canada against which such losses can be offset.

Following the SPAC Continuance, the Company will be subject to Canadian and United States tax on its worldwide income.

Following the SPAC Continuance, the Company will be deemed to be a resident of Canada for Canadian federal income tax purposes by virtue of existing under the ABCA, subject to the

application of an applicable tax treaty or convention.

Accordingly, subject to an applicable tax treaty or convention, the Company will be subject to Canadian taxation on its worldwide income, in accordance with the rules set forth in the

Income Tax Act (Canada) (the “Tax Act”) generally applicable to corporations residing in Canada.

Notwithstanding that the Company will be deemed to be a resident of Canada for Canadian federal income tax purposes, the Company will also be

treated as a U.S.

corporation for U.S.

federal income tax purposes, pursuant to Section 7874(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and will be subject to U.S.

federal income tax on its worldwide income.

result, subject to an applicable tax treaty or convention, the Company will be subject to taxation both in Canada and the U.S., which could have a material adverse effect on the Company’s business, financial condition and results of

All shareholders and investors should consult with their own tax advisors in this regard.

Dividends, if ever paid, on the Company’s Common Shares will be subject to Canadian and/or United States withholding tax.

It is currently anticipated that the Company will not pay any dividends on its Common Shares in the foreseeable future.

To the extent dividends are paid, dividends received by holders of

the Company’s Common Shares who are not residents of the U.S.

and who are residents of Canada for purposes of the Tax Act will be subject to U.S.

withholding tax.

Any dividends may not qualify for a reduced rate of withholding tax under the

U.S.-Canada income tax treaty (“Canada-U.S.

Tax Convention”).

withholding taxes paid by or on behalf of a resident of Canada in respect of dividends received on the Company’s Common Shares may be eligible for foreign tax credit or

deduction treatment where applicable under the Tax Act.

Generally, a foreign tax credit in respect of a tax paid to a particular foreign country is limited to the Canadian tax otherwise payable in respect of income sourced in that country.

Dividends received on the Company’s Common Shares by a resident of Canada may not be treated as income sourced in the United States for these purposes, such that a foreign tax credit under the Tax Act may not be available.

Canada should consult their own tax advisors with respect to the availability of any foreign tax credits or deductions under the Tax Act in respect of any U.S.

withholding taxes applicable to dividends on the Company’s Common Shares.

Dividends received by stockholders who are residents of the U.S.

will not be subject to U.S.

withholding tax but will be subject to Canadian withholding tax.

Any dividends may not qualify

for a reduced rate of withholding tax under the Canada-U.S.

Tax Convention.

federal income tax purposes, a U.S.

holder may elect for any taxable year to receive either a credit or a deduction for all foreign income taxes paid by

the holder during the year.

Dividends paid by us will be characterized as U.S.

source income for purposes of the foreign tax credit rules under the Code.

Accordingly, U.S.

holders generally will not be able to claim a credit for any

Canadian tax withheld unless, depending on the circumstances, they have an excess foreign tax credit limitation due to other foreign source income that is subject to a low or zero rate of foreign tax.

Subject to certain limitations, a U.S.

holder should be able to take a deduction for the U.S.

holder’s Canadian tax paid, provided that the U.S.

holder has not elected to credit other foreign taxes during the same taxable year.

Dividends received by non-U.S.

holders who are not residents of Canada for purposes of the Tax Act will be subject to U.S.

withholding tax and will also be subject to Canadian withholding

These dividends may not qualify for a reduced rate of U.S.

withholding tax under any income tax treaty otherwise applicable to our stockholders, subject to examination of the relevant treaty.

These dividends may, however, qualify for a

reduced rate of Canadian withholding tax under any income tax treaty otherwise applicable to our stockholders, subject to examination of the relevant treaty.

Each holder of the Company’s Common Shares should seek tax advice, based on such stockholder’s particular facts and circumstances, from an independent tax advisor.

Changes in tax laws may affect the Company and its stockholders and other investors.

There can be no assurance that the Company’s Canadian and U.S.

federal income tax treatment or an investment in the Company will not be modified, prospectively or retroactively, by legislative, judicial or

administrative action, in a manner adverse to the Company or its stockholders or other investors.

Taxation of digital assets is complex and evolving.

The tax treatment of utility digital assets and other crypto assets is complex, evolving, and may be uncertain or subject to differing interpretations by taxing authorities globally and in

the United States.

The Internal Revenue Service (“IRS”) and other tax authorities have issued limited guidance specifically addressing the classification, reporting, and taxation of transactions involving utility tokens, including their

acquisition, holding, use, and disposition.

As a result, we may be subject to adverse tax consequences, including but not limited to:

unexpected tax liabilities;

additional tax reporting obligations;

withholding taxes;

penalties and

interest for noncompliance;

and the risk of audits or disputes with tax authorities regarding the timing, amount, or character of income, gain, loss, or deduction related to our digital asset holdings.

Furthermore, changes in tax laws, regulations, or enforcement policies could increase our tax burden or affect the tax efficiency of our investment strategy.

Such changes could also require

us to modify our investment, accounting, or operational practices, potentially resulting in increased costs or reduced returns.

There can be no assurance that tax authorities will not challenge the tax treatment of our digital asset holdings or that such challenges would not have a material adverse effect on our

financial condition, results of operations, or cash flows.

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