What changed in this filing

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Item 1. Business

2022-03-08 compared with 2021-03-31 · 760 added, 1230 removed, 39 unchanged (98% of the section changed)

are a blank check company incorporated on December 23, 2019 as a Delaware corporation and formed for the purpose of effecting a merger,

capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses

(in each case, a “

Business Combination ”).

We have neither engaged in any operations nor generated any revenue

Based on our business activities, we are a “shell company”

as defined under the Securities Exchange Act of 1934,

as amended (the “

Exchange Act ”), because we have no operations and nominal assets consisting solely of cash

and/or cash equivalents.

While we may pursue a target for our Business Combination in any stage of its corporate evolution or in any

industry or sector, we currently intend to concentrate our efforts in businesses that apply innovative digital technologies and technology-enhanced

services and solutions to the identification, design, development, construction, operation, financing, management and disposition of

real estate properties, commonly referred to as “PropTech.”

Our definition of PropTech applies to both technology companies

that are disrupting the real estate sector as well as to real estate and consumer-oriented companies with a real estate component that

utilize innovative technologies.

Our management team has an extensive track record of acquiring attractive assets at disciplined valuations,

investing in growth while fostering financial discipline and improving business results.

January 10, 2020, our Sponsor purchased an aggregate of 5,000,000 shares (the “

Founder Shares ”) of our Class

B Common Stock, par value $0.0001 per share (our “

Class B Common Stock ”), for an aggregate purchase price of

$25,000, or approximately $0.005 per share.

Subsequently, on February 6, 2020, the Company declared a stock dividend of 0.15 share for

each Founder Share outstanding, resulting in our Sponsor holding an aggregate of 5,750,000 Founder Shares.

In July 2020, our Sponsor

sold 82,500 Founder Shares to Nomura Securities International, Inc.

Nomura ”) for a purchase price of approximately

$0.005 per share.

On August 18, 2020 (the “

Closing Date ”), we consummated our initial public offering (our “

Public Offering ”) of 20,000,000

of our units (the “

Public Units ”), including 3,000,000 Public Units issued pursuant to the full exercise of

the underwriters’

over-allotment option (the “

Over-Allotment ”).

Each Public Unit consists of one share

of our Class A Common Stock, par value $0.0001 per share (our “

Class A Common Stock ”

and, together with the

Class B Common Stock, our “

Capital Stock ”), and one-half of one of our redeemable warrants (each, a “

Warrant ”), each whole Public Warrant entitling the holder thereof to purchase one share of our Class A Common Stock at an

exercise price of $11.50 per share (subject to adjustment).

Our Public Units were sold at a price of $10.00 per Public Unit, generating

gross proceeds to us of $230,000,000 after giving effect to the Over-Allotment.

Simultaneously with the consummation

of our Public Offering, we completed the private sale (our “

Private Placement ”) of an aggregate of 650,000 units

Private Units ”) to our Sponsor and Nomura at a price of $10.00 per Private Unit, each entitling the holder

We are a blank check company incorporated on December 23, 2019 as a Delaware corporation and formed for the purpose of effecting a merger, capital

stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (in each case, a “ Business Combination ”).

We have neither

engaged in any operations nor generated any revenue to date.

Based on our business activities, we are a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “ Exchange

Act ”), because we have no operations and nominal assets consisting solely of cash and/or cash equivalents.

While we may pursue a target for our Business Combination in any stage of its corporate evolution or in any industry or sector, we

currently intend to concentrate our efforts in businesses that apply innovative digital technologies and technology-enhanced services and solutions to the identification, design, development, construction, operation, financing, management and

disposition of real estate properties, commonly referred to as “PropTech.” Our definition of PropTech applies to both technology companies that are disrupting the real estate sector as well as to real estate and consumer-oriented companies with a

real estate component that utilize innovative technologies.

Our management team has an extensive track record of acquiring attractive assets at disciplined valuations, investing in growth while fostering financial discipline and improving business

On January 10, 2020, our Sponsor purchased an aggregate of 5,000,000 shares (the “ Founder

Shares ”) of our Class B Common Stock, par value $0.0001 per share (our “ Class B Common Stock ”), for an aggregate purchase price of $25,000, or approximately $0.005 per share.

Subsequently, on February 6, 2020, the Company declared a stock dividend of 0.15 share for each Founder Share outstanding, resulting in our Sponsor holding an aggregate of 5,750,000 Founder Shares.

In July 2020, our Sponsor sold 82,500 Founder

Shares to Nomura Securities International, Inc.

(“ Nomura ”) for a purchase price of approximately $0.005 per share.

On August 18, 2020 (the “ IPO Closing Date ”), we consummated our initial public offering

(our “ Public Offering ”) of 20,000,000 of our units (the “ Public Units ”), including 3,000,000 Public Units issued pursuant to the

full exercise of the underwriters’ over-allotment option (the “ Over-Allotment ”).

Each Public Unit consists of one share of our Class A Common Stock, par value $0.0001 per share (our “ Class A Common Stock ” and, together with the Class B Common Stock, our “ Capital Stock ”), and one-half of one of our redeemable

warrants (each, a “ Public Warrant ”), each whole Public Warrant entitling the holder thereof to purchase one share of our Class A Common Stock at an exercise price of $11.50 per share

(subject to adjustment).

Our Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $230,000,000 after giving effect to the Over-Allotment.

Simultaneously with the consummation of our Public Offering, we completed the private sale (our “ Private Placement ”) of an aggregate of 650,000 units (the “ Private Units ”) to our Sponsor and Nomura at a price of $10.00 per Private Unit, each entitling the holder

thereof to purchase one share of our Class A Common Stock at an exercise price of $11.50 per share, generating gross proceeds to us of $6,500,000.

The Private Units are identical to the Public Units sold in our Public Offering, and the private warrants (the “

Warrants ”) included in the Private Units are identical to the Public Warrants except that the Private Warrants will be non-redeemable

and may be exercised on a cashless basis, in each case so long as they continue to be held by our Sponsor, Nomura or their permitted transferees.

The sale of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act

of 1933, as amended (the “

Securities Act ”).

On the IPO Closing Date, $230,000,000

of the gross proceeds from our Public Offering and our Private Placement was deposited in a U.S.-based trust account (the “

Account ”) with Continental Stock Transfer & Trust Company acting as trustee (the “

Trustee ”),

and on the IPO Closing Date we had $2,039,384 of cash held outside of the Trust Account, after payment of costs related to our Public

Offering, and available for working capital purposes.

We incurred $13,128,937 in transaction costs related to our Public Offering, including

$4,600,000 of underwriting discounts, $8,050,000 of deferred underwriters’

commissions and $478,937 of other offering costs.

Funds held in the Trust Account

have been invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act

of 1940, as amended (the “

Investment Company Act ”), with a maturity of 185 days or less or in any open-ended

investment company that holds itself out as a money market fund, selected by the Company meeting the conditions of Rule 2a-7 of

the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination, (ii)

the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate

of incorporation (a) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection

with a Business Combination or our obligation to redeem 100% of our public shares if we do not complete a Business Combination within

18 months from the IPO Closing Date or (b) with respect to any other provision relating to stockholders’

rights or pre-Business

Combination activity, and (iii) the redemption of our public shares if we are unable to complete our Business Combination within 18 months

from the IPO Closing Date, subject to applicable law.

While we may pursue a Business

Combination target in any stage of its corporate evolution or in any industry or sector, we are focusing our search on companies

in the PropTech industry, and secondarily on companies in other industries with strong proprietary data analytics capabilities.

the PropTech sector as businesses that apply innovative digital technologies and technology-enhanced services and solutions to the identification,

design, development, construction, operation, financing, management and disposition of real estate properties.

This definition applies

to both technology companies that are disrupting the real estate sector as well as to real estate companies that utilize innovative technology.

real estate and technology represent a significant segment of the U.S.

Further, digital transformation is driving technological

innovation across the broader real estate sector.

Real estate has traditionally been a human capital- and resource-intensive sector,

but technology has become a strategic imperative as businesses seek ways to increase the efficiency of their assets.

is being driven by both incumbent firms and disruptive new entrants that are leveraging B2B technology solutions from other industries

as well as applying consumer-facing technologies to the commercial market.

Examples of innovative technology trends driving digital

transformation in the real estate sector include:

artificial intelligence and machine learning, data and analytics, mobility,

cloud technologies, the Internet of Things, virtual and augmented reality, financial and mortgage technology, 5G and drones.

transformation has also enabled new business models including iBuying, co-working, flexible warehousing, and crowdfunding.

The businesses we are currently

seeking to acquire offer innovative software, hardware, products, operations or services that are technologically equipped to improve

property ownership;

property financing;

property valuation;

property operations;

property management;

property insurance;

estate asset management and investment management;

and design, construction and development.

These businesses have a large addressable

market across the broader real estate sector, potentially including landlords, tenants, developers, operators, managers, brokers, investors,

lenders, architects, engineers and general contractors.

We believe the acquisition of one or more businesses in this sector can serve

as a platform for expansion, both organically and through further acquisitions, including “roll-ups”

of smaller players in

some of the more fragmented, emerging sectors such as co-working and co-living.

While we intend to focus our search for Business Combination

targets in the PropTech sector, we may pursue an acquisition in any business industry or sector, or in any particular geographical area,

including within or without the United States.

We are currently seeking to acquire established businesses of scale that we believe are

poised for continued growth with capable management teams and proven unit economics, but potentially in need of financial, operational,

strategic or managerial enhancement to maximize value.

We do not currently intend to acquire startup companies or companies without established

business plans, but may ultimately do so.

Our management team and board of directors (our “

Board ”) will seek

to leverage their access to proprietary deal flow, sourcing capabilities and network of industry contacts to generate business combination

opportunities.

Opportunity Overview

estate investment represents a significant segment of the U.S.

In 2018, the National Association of Real Estate Investment

Trusts estimated the total value of commercial real estate in the United States to be $16.0 trillion, and Zillow estimated the

total value of residential real estate in the United States to be $33.6 trillion in 2019.

According to the U.S.

Bureau of Economic

Analysis, real estate, rental and leasing comprised the largest share of U.S.

GDP, with $2.9 trillion of seasonally adjusted annualized

value added as of the third quarter of 2019, representing 13.3% of U.S.

GDP in that quarter.

estate has historically lagged in technology adoption.

This is evidenced by the prevalence of paper-driven processes, lack of

data transparency and intermediaries present in transactions.

However, there is an understanding emerging at real estate companies

that leveraging technology is a strategic advantage.

According to KPMG, 97% of real estate organizations believe that digital

and technological innovation will impact their business and 73% consider it an opportunity.

Furthermore, in a sign of recognition

that technology within real estate remains under-developed, 93% of real estate organizations believe they must engage with PropTech

companies in order to adapt to the changing global environment.

PropTech is an established and rapidly expanding sector, it is currently being impacted by a new wave of innovative technologies,

which has led to a 378% increase in PropTech funding from 2015 to 2018, according to the 2019 GCA Real Estate Tech report.

2019, total PropTech funding was $8.9 billion and exceeded the amount of total funding in 2018.

Significant investment from venture

capital firms as well as corporations has grown substantially from 217 funding rounds in 2017 to 420 in 2019.

In addition, there

has been a higher percentage of later-stage funding in recent years.

we believe we are still early in this cycle relative to other industry-specific technology sectors.

For example, PropTech has

received a relatively low amount of venture funding compared to other industry-specific technologies.

For example, in 2018, U.S.

PropTech companies received just $5.3 billion of venture funding compared to approximately $47 billion for U.S.

financial technology

companies, according to GCA.

believe that business opportunities within PropTech are poised to increase, driven by digital transformation initiatives that

will enable businesses throughout the real estate ecosystem to increase the efficiency of their assets.

The benefits of digital

transformation in the real estate sector include improving building utilization, optimizing customer relationship management,

creating better tenant experiences, streamlining construction projects, and reducing friction from financial transactions.

to CRETech, 1,385 private companies have received over $48 billion in venture funding globally between 2017 and 2019.

CRETech expects global PropTech venture funding to reach approximately $30 billion in 2020.

We believe that the combination of (i) the massive scale of the real

estate economy;

(ii) lagging technology adoption;

(iii) an inflection point in the application of technologies to the real estate sector;

(iv) underfunding concerns;

(v) an increasingly challenged IPO market;

and (vi) the emergence of PropTech as an investment theme, evidenced

by strong investor demand for PropTech assets, make PropTech an attractive and timely sector with quality businesses that could benefit

from a Business Combination with our company.

Our strategy is currently to identify, evaluate, acquire and, after

our initial business combination, continue to grow a compelling PropTech business.

However, while we are currently

focusing our efforts in identifying a target for our Business Combination in the PropTech industry, our search for targets companies will

not be limited to companies in the PropTech industry, nor to companies in any particular geographical area.

Rather, we may ultimately

pursue a Business Combination target in any industry or sector, and may pursue targets within or without the United States, at any stage

of its corporate evolution.

Investment Thesis and Strategy

believe that we are uniquely qualified among special purpose acquisition company (“

SPAC ”) vehicles due to our

management’s extensive research, analysis, credentials and relationships with respect to U.S.

The Private Units are identical to the Public Units sold in our Public Offering, and the private

warrants (the “ Private Warrants ”) included in the Private Units are identical to the Public Warrants except that the Private Warrants will be non-redeemable and may be exercised on a

cashless basis, in each case so long as they continue to be held by our Sponsor, Nomura or their permitted transferees.

The sale of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the

Securities Act of 1933, as amended (the “ Securities Act ”).

On the IPO Closing Date, $230,000,000 of the gross proceeds from our Public Offering and our Private Placement was deposited in a U.S.-based trust

account (the “ Trust Account ”) with Continental Stock Transfer & Trust Company acting as trustee (the “ Trustee ”), and on the

IPO Closing Date we had $2,039,384 of cash held outside of the Trust Account, after payment of costs related to our Public Offering, and available for working capital purposes.

We incurred $13,128,937 in transaction costs related to our Public

Offering, including $4,600,000 of underwriting discounts, $8,050,000 of deferred underwriters’ commissions and $478,937 of other offering costs.

On January 27, 2022, our stockholders approved an amendment to our existing charter to extend the date

by which we must consummate a Business Combination (the “ Extension Amendment ”) from February 18, 2022 to August 18, 2022.

In connection with the stockholder vote to approve the Extension

Amendment an aggregate of 10,946,369 shares of our Class A Common Stock were redeemed, and approximately $109,469,789 was withdrawn out of the Trust Account to pay for such redemption leaving approximately $120.5 million remaining in our Trust

Account to consummate a business combination.

Funds held in the Trust Account have been invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the

Investment Company Act of 1940, as amended (the “ Investment Company Act ”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money

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

(i) the completion of a Business Combination, (ii) the redemption of any public shares

properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (a) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection with a

Business Combination or our obligation to redeem 100% of our public shares if we do not complete a Business Combination within 24 months from the IPO Closing Date or (b) with respect to any other provision relating to stockholders’ rights or

pre-Business Combination activity, and (iii) the redemption of our public shares if we are unable to complete our Business Combination within 24 months from the IPO Closing Date, subject to applicable law.

Proposed Business Combination

On July 11, 2021, the Company entered into a Membership Interest Purchase Agreement (the “ MIPA ”)

by and among the Company, Lionheart II Holdings, LLC, a newly formed wholly owned subsidiary of the Company (“ Purchaser ”), each limited liability company set forth on Schedule 2.1(a)

thereto (the “ MSP Purchased Companies ”), the members of the MSP Purchased Companies listed on Schedule 2.1(b) thereto (the “ Members ”),

Ruiz, as the representative of the Members.

Subject to the terms and conditions set forth in the MIPA, including the approval of the Company’s stockholders, the parties thereto will enter into

a business combination transaction (the “ Proposed Business Combination ”), pursuant to which, among other things, the Members

will sell and assign all of their membership interests in the MSP Purchased Companies to Purchaser in exchange for non-economic voting shares of Class V common stock, par value $0.0001, of the Company (“ Class V Common Stock ”) and non-voting economic Class B Units of Purchaser (“ Class B Units ,” and each pair consisting of one share of Class V Common Stock and one Class B

Unit, an “Up-C Unit”), with Up-C Units being exchangeable on a one-for-one basis for shares of the Company’s Class A common stock.

Following the closing of the Business Combination (the “ MIPA

Closing ”), the Company will own all of the voting Class A Units of Purchaser and the Members or their designees will own all of the non-voting economic Class B Units of Purchaser.

Subject to the terms and conditions set forth in the MIPA,

the aggregate consideration to be paid to the Members (or their designees) will consist of a number of (i) Up-C Units equal to (a) $32.5 billion divided by (b) $10.00 and (ii) rights to receive payments under the Tax Receivable Agreement (as

defined below).

Of the Up-C Units to be issued to certain Members at the MIPA Closing, 6,000,000 (the “ Escrow Units ”) will be deposited into an escrow account with Continental Stock

Transfer and Trust, to satisfy potential indemnification claims brought pursuant to the MIPA.

Additionally, in connection with the Business Combination, the Company intends, subject to compliance with applicable law, to declare a dividend

comprising approximately 1,029,000,000 newly issued warrants, each to purchase one share of Class A common stock for an exercise price of $11.50 per share, conditioned upon the consummation of any redemptions by the Company’s stockholders and the

MIPA, to the holders of record of Class A common stock as of the close of business on the date of the MIPA Closing, after giving effect to the waiver of the right to participate in such dividend by the Members.

The MIPA contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as

further described in the MIPA.

For additional information regarding MSP, the Proposed Business Combination and the transactions contemplated thereby, see the registration

statement on Form S-4 containing a preliminary proxy statement and a preliminary prospectus of the Company initially filed with the Securities and Exchange Commission (the “ SEC ”) on

November 10, 2021 (the “ Form S-4 ”).

Other than as specifically discussed, this report does not assume the Closing of the Proposed Business Combination.

Business Strategy

In the event we do not close the Proposed Business Combination, we may continue to pursue a Business Combination target in any stage of its

corporate evolution or in any industry or sector, we continue to focus our search on innovative companies in industries with strong proprietary data analytics capabilities, identifiable competitive advantages and compelling growth prospects,

including, without limitation, targets in the PropTech sector.

We define the PropTech sector as businesses that apply innovative digital technologies and technology-enhanced services and solutions to the identification, design, development,

construction, operation, financing, management and disposition of real estate properties.

This definition applies to both technology companies that are disrupting the real estate sector as well as to real estate companies that utilize innovative

While we will continue to include in our search for Business Combination targets the PropTech sector, we may pursue an acquisition in any business

industry or sector, or in any particular geographical area, including within or without the United States.

In the event we do not close the Proposed Business Combination, we intend to seek to acquire established businesses of scale that we believe

are poised for continued growth with capable management teams and proven unit economics, but potentially in need of financial, operational, strategic or managerial enhancement to maximize value.

Our management team and board of directors (our “ Board ”) will seek to leverage their access to proprietary deal flow, sourcing capabilities and network of industry contacts to generate business combination opportunities.

Our Investment Thesis and Strategy

We believe that we are uniquely qualified among special purpose acquisition company (“ SPAC ”)

vehicles due to our management’s extensive research, analysis, credentials and relationships with respect to U.S.

real estate and technology companies.

Because PropTech is an established and rapidly expanding sector, we believe that a key differentiator in this space, should we pursue

a Business Combination with a PropTech target, will be combining our deal making experience across real estate and technology with superior

access to the entrepreneurs that are driving the rapid growth of PropTech and the investors funding this growth.

We believe that our management

team’s proprietary network and experience investing and executing across real estate and technology companies, together with our

Board’s extensive management, private equity, venture capital and technology experience, position us to identify an attractive target

company and close a Business Combination with such a target, should we pursue a Business Combination with a company in the PropTech space.

Consistent with this strategy,

we have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets, irrespective

of sector or industry.

We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into

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

We believe that our management team’s proprietary network and experience investing and executing across real estate and technology companies,

together with our Board’s extensive management, private equity, venture capital and technology experience, position us to identify an attractive target company and close a Business Combination with such a target, should we pursue a Business

Combination with a company in many different industry sectors.

Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating

prospective targets, irrespective of sector or industry.

We have used and will continue to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our Business Combination with a target business

that does not meet all or some of these criteria and guidelines.

Target Business Size.

We will seek to invest in one or more businesses, determined in the sole discretion of our officers and directors according to reasonably accepted valuation standards and methodologies.

We believe we have a superior and proprietary network to identify the greatest number of attractive opportunities at disciplined valuations.

will continue to seek to invest in one or more businesses, determined in the sole discretion of our officers and directors according to reasonably accepted valuation standards and methodologies.

We believe we have a superior and

proprietary network to identify the greatest number of attractive opportunities at disciplined valuations.

Proven Unit Economics and Growing Companies.

We are currently planning to invest in one or more businesses that have generated attractive unit economics at scale, and are currently focusing on acquiring on one or more businesses that have established and growing revenue streams.

revenue streams.

We do not intend to acquire startup companies, companies with speculative business plans or companies that are excessively leveraged, but this may ultimately occur.

We intend to invest in one or more businesses that have a leading,

growing or unique niche market position in their respective sectors, which may or may not include the PropTech sector or technology companies

We will analyze

the strengths and weaknesses of target businesses relative to their competitors.

seek to invest in one or more businesses that demonstrate advantages when compared to

their competitors, including capable management team, defensible proprietary technology,

strong adoption rates and relevant domain expertise.

Management Team.

We will seek to invest in one or more businesses that have

experienced management teams or those that provide a platform for us to assemble an effective

and capable management team.

Competitive Position.

intend to invest in one or more businesses that have a leading, growing or unique niche market position in their respective sectors, which may or may not include the PropTech sector or technology companies in general.

We will analyze the

strengths and weaknesses of target businesses relative to their competitors.

We will seek to invest in one or more businesses that demonstrate advantages when compared to their competitors, including capable management team, defensible

proprietary technology, strong adoption rates and relevant domain expertise.

Capable Management Team.

We will seek to invest in one or more businesses that have experienced management teams or those that provide a platform for us to assemble an effective and capable management team.

We will focus on management teams with a track record of

driving revenue growth and creating value for their shareholders.

from Being a Public Company.

We intend to invest in one or more businesses that

will benefit from being publicly listed and can effectively utilize the broader access

to capital and the public profile to grow and accelerate shareholder value creation.

Business Niche.

We will seek companies that have a leading or niche market position

and that demonstrate advantages when compared to their competitors, which may help to

create barriers to entry against new competitors.

for Stable Free Cash Flow.

We will seek to acquire a business that has historically

generated, or has the near-term potential to generate, strong and sustainable free cash

These criteria are not intended

to be exhaustive.

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

these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

In the event that

we find an opportunity that has characteristics more compelling to us than the characteristics described above, we would pursue such opportunity.

Despite our current focus on target companies in the PropTech industry, we may ultimately identify a target for our Business Combination

outside of the PropTech industry, or with characteristics materially different from those identified above as desirable criteria for our

management team.

Purchase and Forward Financing Arrangements

August 13, 2020, Nomura, an underwriter of our Public Offering, entered into a forward purchase agreement (the “

Forward Purchase

Agreement ”) with us, which provides for the purchase by Nomura of our public shares for an aggregate purchase price of

up to $100.0 million through, other than as described below, open market purchases or privately negotiated transactions with one or more

third parties.

In lieu of purchasing public shares in the open market or privately negotiated transactions, up to $85.0 million of such

aggregate purchase price may instead be in the form of an investment in our equity securities on terms to be mutually agreed between

Nomura and us, to occur concurrently with the closing of our Business Combination.

Benefit from Being a Public Company.

We intend to invest in one or more businesses that will benefit from being publicly listed and can effectively utilize the broader access to capital and the public profile to grow and accelerate shareholder value creation.

Defensible Business Niche.

We will seek companies that have a leading or niche market position and that demonstrate advantages when compared to their competitors, which may help to create barriers to entry against new competitors.

Potential for Stable Free Cash Flow.

We will seek to acquire a business that has historically generated, or has the near-term potential to generate, strong and sustainable free cash flow.

These criteria are not intended to be exhaustive.

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

extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

In the event that we find an opportunity that has characteristics more compelling to us than the

characteristics described above, we would pursue such opportunity.

We may ultimately identify a target for our Business Combination outside of the PropTech industry, including the MSP Purchased Companies in the Proposed Business Combination, or

with characteristics materially different from those identified above as desirable criteria for our management team.

Forward Purchase and Forward Financing Arrangements

On August 13, 2020, Nomura, an underwriter of our Public Offering, entered into a forward purchase agreement (as amended, the “ Forward Purchase Agreement ”) with us, which provides for the purchase by Nomura of our public shares for an aggregate purchase price of up to $100.0 million through, other than as described

below, open market purchases or privately negotiated transactions with one or more third parties.

In lieu of purchasing public shares in the open market or privately negotiated transactions, up to $85.0 million of such aggregate purchase price may

instead be in the form of an investment in our equity securities on terms to be mutually agreed between Nomura and us, to occur concurrently with the closing of our Business Combination.

The decision to make such an investment in other equity

securities will not reduce the aggregate purchase price.

However, Nomura will be excused from its purchase obligation in connection with

a specific Business Combination unless, within five business days following written notice delivered by us of our intention to enter

into such Business Combination, Nomura notifies us that it has decided to proceed with the purchase in whole or in part.

Nomura may decide

not to proceed with the purchase for any reason, including, without limitation, if it has determined that such purchase would constitute

a conflict of interest.

Nomura will also be restricted from making purchases if they are in possession of any material nonpublic information

not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

has also indicated its intent, if so requested by us, to use its commercially reasonable efforts to underwrite, arrange and/or syndicate

up to $400 million of additional financing for us in the form of equity or debt (or a combination thereof) in connection with our Business

Combination, subject to market conditions and on terms and conditions satisfactory in all respects to Nomura in its sole judgment and

determination.

The forward purchase and forward financing arrangements are not anticipated to have any impact on the redemption price

of our Class A Common Stock, the conversion ratio of our Class B Common Stock to Class A Common Stock or the exercise of the warrants.

Business Combination

rules of the Nasdaq Capital Market (“

Nasdaq ”) require that we must complete one or more business combinations

having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting

commissions and taxes payable on the interest earned on the Trust Account) at the time of our signing a definitive agreement in connection

with our Business Combination.

However, Nomura will be excused from its purchase obligation in connection with a specific Business Combination unless, within five business days following written notice delivered by us of

our intention to enter into such Business Combination, Nomura notifies us that it has decided to proceed with the purchase in whole or in part.

Nomura may decide not to proceed with the purchase for any reason, including, without limitation, if it

has determined that such purchase would constitute a conflict of interest.

Nomura will also be restricted from making purchases if they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are

prohibited by Regulation M under the Exchange Act.

Nomura has also indicated its intent, if so requested by us, to use its commercially reasonable efforts to underwrite, arrange and/or syndicate up

to $400 million of additional financing for us in the form of equity or debt (or a combination thereof) in connection with our Business Combination, subject to market conditions and on terms and conditions satisfactory in all respects to Nomura in

its sole judgment and determination.

The forward purchase and forward financing arrangements are not anticipated to have any impact on the redemption price of our Class A Common Stock, the conversion ratio of our Class B Common Stock to Class A

Common Stock or the exercise of the warrants.

Initial Business Combination

The rules of the Nasdaq Capital Market (“ Nasdaq ”) require that we must complete one or

more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at

the time of our signing a definitive agreement in connection with our Business Combination.

Our Board will make the determination as to the fair market value of our Business Combination.

Board is not able to independently determine the fair market value of our Business Combination, we will obtain an opinion from an independent

investment banking firm that is a member of the Financial Industry Regulatory Authority (“

FINRA ”) or an independent

accounting firm with respect to the satisfaction of such criteria.

While we consider it unlikely that our Board will be unable to make

an independent determination of the fair market value of our Business Combination, it may be unable to do so if it is less familiar or

experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s

assets or prospects.

We will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the

outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required

to register as an investment company under the Investment Company Act.

Even if the post-transaction company owns or acquires 50%

or more of the voting securities of the target, our stockholders prior to the Business Combination may collectively own a minority interest

in the post-transaction 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 in exchange for all of the outstanding capital stock of a target.

If our Board is not able to independently determine the fair

market value of our Business Combination, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“ FINRA ”) or

an independent accounting firm with respect to the satisfaction of such criteria.

While we consider it unlikely that our Board will be unable to make an independent determination of the fair market value of our Business Combination, it may be

unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects.

We will only complete a Business Combination if the

post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the

Investment Company Act.

Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the Business Combination may collectively own a minority interest in the post-transaction

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 in exchange for all of the outstanding capital stock of a

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

However, as a result of the issuance of a substantial number

of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding

shares subsequent to our initial business combination.

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

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

be taken into account for purposes of Nasdaq’s 80% of net assets test.

If the initial business combination involves more than one

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

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

Business Combination Process

In evaluating prospective

Business Combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review

of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection

of facilities and assets, discussion with customers and suppliers, legal due diligence and other diligence as we deem appropriate.

will also utilize our expertise analyzing companies and evaluating operating projections, financial projections and determining the appropriate

return expectations given the risk profile of the target business.

We are not prohibited from pursuing a Business Combination with a company

that is affiliated with our Sponsor, officers or directors.

However, in the event we seek to complete our Business Combination with a

company that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion

from an independent investment banking firm that is a member of FINRA or an independent accounting firm that our Business Combination

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

Our Forward Purchase Agreement

provides for the purchase by Nomura of our public shares for an aggregate purchase price of up to $100.0 million through, other than as

described below, open market purchases or privately negotiated transactions with one or more third parties.

In lieu of purchasing public

shares in the open market or privately negotiated transactions, up to $85.0 million of such aggregate purchase price may instead be in

the form of an investment in our equity securities on terms to be mutually agreed between Nomura and us, to occur concurrently with the

closing of our Business Combination.

The funds from the sale of forward purchase shares received by us may be used as part of the consideration

to the sellers in the initial business combination.

The Forward Purchase Agreement allows Nomura to be excused from its purchase obligation

in connection with a specific Business Combination, in whole or in part, unless, within five business days following written notice delivered

by us of our intention to enter into such Business Combination, Nomura notifies us that it has decided to proceed with the purchase.

may decide not to proceed with the purchase for any reason, including, without limitation, if it has determined that such purchase would

constitute a conflict of interest.

Nomura’s forward purchase commitment will be reduced by the aggregate amount of commitments by

third parties to purchase our securities, if any, in private placements to occur concurrently with the closing of our Business Combination.

The obligations under the Forward Purchase Agreement are not affected by any redemptions by our public stockholders of shares of our Class

A Common Stock.

Nomura has also indicated

its intent, if so requested by us, to use its commercially reasonable efforts to underwrite, arrange and/or syndicate up to $400 million

of additional financing for us in the form of equity or debt (or a combination thereof) in connection with our Business Combination, subject

to market conditions and on terms and conditions satisfactory in all respects to Nomura in its sole judgment and determination.

purchase and forward financing arrangements are not anticipated to have any impact on the redemption price of our Class A Common Stock,

the conversion ratio of our Class B Common Stock to Class A Common Stock or the exercise of the warrants.

Certain of our officers and

directors directly or indirectly own Class A Common Stock, Founder Shares and/or Private Units, and because of this ownership, our officers

and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which

to effectuate our initial business combination.

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

to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included

by a target business as a condition to any agreement with respect to our Business Combination.

For additional information regarding our

executive officers’

and directors’

business affiliations and potential conflicts of interest, see “Item 10.

Executive Officers and Corporate Governance—Conflicts of Interest.”

of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations

to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.

if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or

she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present

such opportunity to such entity.

We believe, however, that the fiduciary duties or contractual obligations of our officers or directors

will not materially affect our ability to complete our Business Combination.

Our amended and restated certificate of incorporation provides

that we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered

to such person solely in his or her capacity as an officer or director 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, and to the extent the officer or director is

permitted to refer that opportunity to us without violating another legal obligation.

However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than

a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such

business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of net assets test.

If the initial business combination involves more than one target business, the 80% of net assets test will be

based on the aggregate value of all of the transactions and we will treat the target businesses together as the Business Combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

Our Business Combination Process

In evaluating prospective Business Combinations, we expect to conduct a thorough due diligence review process that will encompass, among other

things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal due diligence and

other diligence as we deem appropriate.

We will also utilize our expertise analyzing companies and evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target

We are not prohibited from pursuing a Business Combination with a company that is affiliated with our Sponsor, officers or directors.

the event we seek to complete our Business Combination with a company that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that

is a member of FINRA or an independent accounting firm that our Business Combination is fair to our company from a financial point of view.

Our Forward Purchase Agreement provides for the purchase by Nomura of our public shares for an aggregate purchase price of up to $100.0 million

through, other than as described below, open market purchases or privately negotiated transactions with one or more third parties.

In lieu of purchasing public shares in the open market or privately negotiated transactions, up to $85.0 million of

such aggregate purchase price may instead be in the form of an investment in our equity securities on terms to be mutually agreed between Nomura and us, to occur concurrently with the closing of our Business Combination.

The funds from the sale of

forward purchase shares received by us may be used as part of the consideration to the sellers in the initial business combination.

The Forward Purchase Agreement allows Nomura to be excused from its purchase obligation in connection with a

specific Business Combination, in whole or in part, unless, within five business days following written notice delivered by us of our intention to enter into such Business Combination, Nomura notifies us that it has decided to proceed with the

Nomura may decide not to proceed with the purchase for any reason, including, without limitation, if it has determined that such purchase would constitute a conflict of interest.

Nomura’s forward purchase commitment will be reduced by the

aggregate amount of commitments by third parties to purchase our securities, if any, in private placements to occur concurrently with the closing of our Business Combination.

The obligations under the Forward Purchase Agreement are not affected by

any redemptions by our public stockholders of shares of our Class A Common Stock.

Nomura has also indicated its intent, if so requested by us, to use its commercially reasonable efforts to underwrite, arrange and/or syndicate up

its sole judgment and determination.

Common Stock or the exercise of the warrants.

Certain of our officers and directors directly or indirectly own Class A Common Stock, Founder Shares and/or Private Units, and because of this

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

Further, each of our officers and

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

respect to our Business Combination.

For additional information regarding our executive officers’ and directors’ business affiliations and potential conflicts of interest, see “Item 10.

Directors, Executive Officers and Corporate

Governance—Conflicts of Interest.”

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

entities pursuant to which such officer or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an

entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

We believe, however, that the fiduciary duties or

contractual obligations of our officers or directors will not materially affect our ability to complete our Business Combination.

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

opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as an officer or director 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, and to the extent the officer or director is permitted to refer that opportunity to us without violating another legal obligation.

Status as a Public Company

believe our structure will make us an attractive Business Combination partner to target businesses.

We believe our structure will make us an attractive Business Combination partner to target businesses.

As a public company, we offer a target

business an alternative to the traditional initial public offering through a merger or other Business Combination with us.

a Business Combination, we believe the target business would have greater access to capital and additional means of creating management

incentives that are better aligned with stockholders’

interests than it would as a private company.

A target business can further

benefit by augmenting its profile among potential new customers and vendors and aid in attracting talented employees.

In a Business Combination

with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our shares of

our Class A Common Stock (or shares of a new holding company) or for a combination of our shares of Class A Common Stock and cash, allowing

us to tailor the consideration to the specific needs of the sellers.

Although there are various costs and obligations associated with being

a public company, we believe target businesses will find this method a more expeditious and cost-effective method to becoming a public

company than the typical initial public offering.

The typical initial public offering process takes a significantly longer period of time

than the typical business combination transaction process with a SPAC, and there are significant expenses in the traditional initial public

offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same

extent in connection with an initial business combination with us.

Furthermore, once a proposed

Business Combination is completed, the target business will have effectively become public, whereas an initial public offering is always

subject to the underwriters’

ability to complete the offering, as well as general market conditions, which could delay or prevent

the offering from occurring or could have negative valuation consequences.

Following a Business Combination, we believe the target business

would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’

interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting

a company’s profile among potential new customers and vendors and aid in attracting talented employees.

we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential

target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek

stockholder approval of any proposed initial business combination, negatively.

are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other

public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply

with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the

requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute

payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active

trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company”

can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company”

can delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies.

Following a Business Combination, we believe the target business would have greater access to capital and additional means of

creating management incentives that are better aligned with stockholders’ interests than it would as a private company.

A target business can further benefit by augmenting its profile among potential new customers and vendors and aid in attracting

talented employees.

In a Business Combination with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our shares of our Class A Common Stock (or shares of a new holding company) or for

a combination of our shares of Class A Common Stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more

expeditious and cost-effective method to becoming a public company than the typical initial public offering.

The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction

process with a SPAC, and there are significant expenses in the traditional initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection

with an initial business combination with us.

Furthermore, once a proposed Business Combination is completed, the target business will have effectively become public, whereas an initial public

offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences.

Following a Business

Combination, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target

businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder approval of any proposed initial business combination, negatively.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the independent registered

public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding

a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market

for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the IPO Closing Date, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be

a large accelerated filer, which means the worldwide market value of our common stock that is held by non-affiliates exceeds $700 million

as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities

during the prior three-year period.

funds available for a Business Combination initially in the amount of $221,950,000 assuming no redemptions before fees and expenses associated

with our Business Combination and after payment of $8.05 million of deferred underwriting commissions from the Over-Allotment, plus proceeds

we may receive from the Forward Purchase Agreement with Nomura, we offer a target business a variety of options such as creating a liquidity

event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by

reducing its debt or leverage ratio.

Because we are able to complete our Business Combination using our cash, debt or equity securities,

or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration

to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure third party financing

and there can be no assurance it will be available to us.

Our Initial Business Combination

We are not presently engaged

in, and we will not engage in, any operations for an indefinite period of time.

We intend to effectuate our Business Combination using

cash from the proceeds of our Public Offering and our Private Placement and from the proceeds we may receive from the Forward Purchase

Agreement, the proceeds of the sale of our shares in connection with our Business Combination (pursuant to forward purchase agreements

or backstop agreements we may enter into at a later date), shares issued to the owners of the target, debt issued to bank or other lenders

or the owners of the target, or a combination of the foregoing.

We may seek to complete our Business Combination with a company or business

that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent

in such companies and businesses.

our Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used

for payment of the consideration in connection with our Business Combination or used for redemptions of our Class A Common Stock, we

may apply the balance of the cash released to us from the Trust Account, as well as the proceeds we may receive from the Forward Purchase

Agreement, for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the

payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies

or for working capital.

addition to the proceeds from the Forward Purchase Agreement that we may receive, we may seek to raise additional funds through a private

offering of debt or equity securities in connection with the completion of our Business Combination, and we may effectuate our Business

Combination using the proceeds of such offering rather than using the amounts held in the Trust Account.

In addition, we intend to target

businesses larger than we could acquire with the net proceeds of our Public Offering and our Private Placement, and may as a result be

required to seek additional financing to complete such proposed Business Combination.

Subject to compliance with applicable securities

laws, we would expect to complete such financing only simultaneously with the completion of our Business Combination.

In the case of

a Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing

the Business Combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of

such financing.

There are no prohibitions on our ability to raise funds privately or through loans in connection with our Business Combination.

At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds

through the sale of securities or otherwise.

of Target Businesses

We anticipate that target

business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and investment professionals.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the IPO

Closing Date, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the worldwide market value of our common stock that is held by non-affiliates

exceeds $700 million as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior

three-year period.

Financial Position

With funds currently available for a Business Combination in the amount of approximately $120.5 million after giving effect to stockholder

redemptions exercised in connection with the stockholder vote to approve the Extension Amendment.

Assuming no further redemptions before fees and expenses associated with our Business Combination and after payment of $8.05 million of deferred

underwriting commissions from the Over-Allotment, plus proceeds we may receive from the Forward Purchase Agreement with Nomura, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for

the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.

Because we are able to complete our Business Combination using our cash, debt or equity securities, or a combination of

the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure third party

financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time.

We intend to effectuate our Business

Combination using cash from the proceeds of our Public Offering and our Private Placement and from the proceeds we may receive from the Forward Purchase Agreement, the proceeds of the sale of our shares in connection with our Business Combination

(pursuant to forward purchase agreements or backstop agreements we may enter into at a later date), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

may seek to complete our Business Combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for

payment of the consideration in connection with our Business Combination or used for redemptions of our Class A Common Stock, we may apply the balance of the cash released to us from the Trust Account, as well as the proceeds we may receive from

the Forward Purchase Agreement, for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our Business

Combination, to fund the purchase of other companies or for working capital.

In addition to the proceeds from the Forward Purchase Agreement that we may receive, we may seek to raise additional funds through a private

offering of debt or equity securities in connection with the completion of our Business Combination, and we may effectuate our Business Combination using the proceeds of such offering rather than using the amounts held in the Trust Account.

addition, we intend to target businesses larger than we could acquire with the net proceeds of our Public Offering and our Private Placement, and may as a result be required to seek additional financing to complete such proposed Business

Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our Business Combination.

In the case of a Business Combination funded with assets other than

the Trust Account assets, our proxy materials or tender offer documents disclosing the Business Combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing.

prohibitions on our ability to raise funds privately or through loans in connection with our Business Combination.

At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional

funds through the sale of securities or otherwise.

Sources of Target Businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and

investment professionals.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings.

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many

of these sources will have our public filings and know what types of businesses we are targeting.

Our officers and directors, as well

as our Sponsor and their affiliates, may also bring to our attention target business candidates that they become aware of through their

business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to

us as a result of the business relationships of our officers and directors and our Sponsor and their respective industry and business

These sources may also introduce us to target businesses in which they think we may

be interested on an unsolicited basis, since many of these sources will have our public filings and know what types of businesses we are targeting.

Our officers and directors, as well as our Sponsor and their affiliates, may also bring to our

attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

In addition, we expect to

receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors and our Sponsor and their respective industry and business

contacts as well as their affiliates.

While we do not presently anticipate engaging the services of professional firms or other individuals

that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event

we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation

based on the terms of the transaction.

We will engage a finder only to the extent our management determines that the use of a finder may

bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential

transaction that our management determines is in our best interest to pursue.

Payment of finder’s fees is customarily tied to completion

of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account.

In no event, however, will our Sponsor

or any of our existing officers or directors, or any entity with which our Sponsor or officers or directors are affiliated, be paid any

finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by a prospective business

combination target prior to, or in connection with any services rendered in order to effectuate, the completion of our Business Combination

(regardless of the type of transaction that it is).

None of our Sponsor, executive officers or directors, or any of their respective affiliates,

will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective Business Combination target in

connection with a contemplated Business Combination.

We have agreed to pay our Sponsor a total of $15,000 per month for office space,

utilities and secretarial and administrative support and to reimburse our Sponsor for any out-of-pocket expenses related to identifying,

investigating and completing a Business Combination.

We may also agree to pay a finder’s fee to one or more independent directors

to the extent such director(s) render services in connection with locating the target business with which a successful Business Combination

transaction is consummated.

Some of our officers and directors may enter into employment or consulting agreements with the post-transaction

company following our Business Combination.

The presence or absence of any such fees or arrangements will not be used as a criterion in

our selection process of a Business Combination candidate.

We are not prohibited from

pursuing a Business Combination with a company that is affiliated with our Sponsor, executive officers or directors, or making the acquisition

through a joint venture or other form of shared ownership with our Sponsor, executive officers or directors.

However, in the event we

seek to complete a Business Combination with a target that is affiliated with our Sponsor, executive officers or directors, we, or a committee

of independent directors, would obtain an opinion from an independent investment bank which is a member of FINRA or a qualified independent

accounting firm that such a Business Combination is fair to us from a financial point of view.

We are not required to obtain such an opinion

in any other context.

As more fully discussed in

the section of this Annual Report entitled “Item 10.

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

if any of our officers or directors becomes aware of an initial Business Combination opportunity that falls within the line of

business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present

such Business Combination opportunity to such entity prior to presenting such Business Combination opportunity to us.

Our officers and

directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

of a Target Business and Structuring of Our Initial Business Combination

Nasdaq rules require that

we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held

in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at

the time of our signing a definitive agreement in connection with our Business Combination.

The fair market value of our Business Combination

will be determined by our Board based upon one or more standards generally accepted by the financial community, such as discounted cash

flow valuation, a valuation based on trading multiples of comparable public businesses or a valuation based on the financial metrics of

mergers and acquisitions transactions of comparable businesses.

If our Board is not able to independently determine the fair market value

of our Business Combination, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent

accounting firm with respect to the satisfaction of such criteria.

While we consider it unlikely that our Board will be unable to make

an independent determination of the fair market value of our Business Combination, it may be unable to do so if it is less familiar or

experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s

assets or prospects.

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals

in the future, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage a finder only to the extent our

management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best

interest to pursue.

Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account.

In no event, however, will our Sponsor or any of our existing

officers or directors, or any entity with which our Sponsor or officers or directors are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by a prospective business

combination target prior to, or in connection with any services rendered in order to effectuate, the completion of our Business Combination (regardless of the type of transaction that it is).

None of our Sponsor, executive officers or directors, or

any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective Business Combination target in connection with a contemplated Business Combination.

We have agreed to pay our

Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing a Business Combination.

may also agree to pay a finder’s fee to one or more independent directors to the extent such director(s) render services in connection with locating the target business with which a successful Business Combination transaction is consummated.

of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our Business Combination.

The presence or absence of any such fees or arrangements will not be used as a criterion in our

selection process of a Business Combination candidate.

We are not prohibited from pursuing a Business Combination with a company that is affiliated with our Sponsor, executive officers or directors, or

making the acquisition through a joint venture or other form of shared ownership with our Sponsor, executive officers or directors.

However, in the event we seek to complete a Business Combination with a target that is affiliated with our Sponsor,

executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment bank which is a member of FINRA or a qualified independent accounting firm that such a Business Combination is fair

to us from a financial point of view.

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

As more fully discussed in the section of this Annual Report entitled “Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of

Interest,” if any of our officers or directors becomes aware of an initial Business Combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may

be required to present such Business Combination opportunity to such entity prior to presenting such Business Combination opportunity to us.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that

may take priority over their duties to us.

Selection of a Target Business and Structuring of Our Initial Business Combination

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of

the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our signing a definitive agreement in connection with our Business Combination.

fair market value of our Business Combination will be determined by our Board based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of

comparable public businesses or a valuation based on the financial metrics of mergers and acquisitions transactions of comparable businesses.

If our Board is not able to independently determine the fair market value of our Business Combination, we

will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria.

While we consider it unlikely that our Board will be unable to make an

independent determination of the fair market value of our Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the

value of a target’s assets or prospects.

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

Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective

target businesses, although we will not be permitted to effectuate our Business Combination with another blank check company or a similar

company with nominal operations.

In any case, we will only

complete a Business Combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise

acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment

If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of

such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account for purposes

of Nasdaq’s 80% of net assets test.

There is no basis for our stockholders to evaluate the possible merits or risks of any target

business with which we may ultimately complete our Business Combination.

To the extent we effect our

Business Combination with a company or business that may be financially unstable or in its early stages of development or growth, we may

be affected by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the risks inherent

in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective

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

management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial

and other information that will be made available to us.

The time required to select

and evaluate a target business and to structure and complete our Business Combination, and the costs associated with this process, are

not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective

target business with which our Business Combination is not ultimately completed will result in our incurring losses and will reduce the

funds we can use to complete another Business Combination.

of Business Diversification

an indefinite period of time after the completion of our Business Combination, the prospects for our success may depend entirely on the

future performance of a single business.

Unlike other entities that have the resources to complete business combinations with multiple

entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the

risks of being in a single line of business.

In addition, we intend to focus our search for a Business Combination in a single industry,

although no guarantee can given that we will ultimately consummate a Business Combination with a target in any particular industry.

completing our Business Combination with only a single entity, our lack of diversification may:

subject us to negative economic,

competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in

which we operate after our Business Combination, and

cause us to depend on the

marketing and sale of a single product or limited number of products or services.

Ability to Evaluate the Target’s Management Team

Although we intend to closely

scrutinize the management of a prospective target business when evaluating the desirability of effecting our Business Combination with

that business, our assessment of the target business’

management may not prove to be correct.

In addition, the future management

of such target business may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future

role of members of our management team, if any, in the target business cannot presently be stated with any certainty.

The determination

as to whether any of the members of our management team will remain with the combined company will be made at the time of our Business

While it is possible that one or more of our directors will remain associated in some capacity with us following our Business

Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our Business Combination.

we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the

particular target business.

We cannot assure you that

any of our officers and directors will remain in senior management or advisory positions with the combined company.

The determination

as to whether any of our officers and directors will remain with the combined company will be made at the time of our Business Combination.

Following a Business Combination,

we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we

will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience

necessary to enhance the incumbent management.

May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions

without a stockholder vote pursuant to the tender offer rules of the SEC.

However, we will seek stockholder approval if it is required

by law or Nasdaq rules, or we may decide to seek stockholder approval for business or other legal reasons.

Presented in the table below

is a graphic explanation of the types of Business Combinations we may consider and whether stockholder approval is currently required

under Delaware law for each such transaction.

Subject to this requirement, our management will have virtually unrestricted flexibility

in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our Business Combination with another blank check company or a similar company with nominal operations.

In any case, we will only complete a Business Combination in which we own or acquire 50% or more of the outstanding voting securities of the target

or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we own or acquire less than 100% of the equity interests or assets of a target

business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account for purposes of Nasdaq’s 80% of net assets test.

There is no basis for our stockholders

to evaluate the possible merits or risks of any target business with which we may ultimately complete our Business Combination.

To the extent we effect our Business Combination with a company or business that may be financially unstable or in its early stages of development

or growth, we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or

assess all significant risk factors.

In evaluating a prospective business target, we expect to conduct a thorough due diligence review, which may encompass, among other things, meetings

with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be made available to us.

The time required to select and evaluate a target business and to structure and complete our Business Combination, and the costs associated with

this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective target business with which our Business Combination is not ultimately completed will

result in our incurring losses and will reduce the funds we can use to complete another Business Combination.

Lack of Business Diversification

For an indefinite period of time after the completion of our Business Combination, the prospects for our success may depend entirely on the future

performance of a single business.

Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations

and mitigate the risks of being in a single line of business.

In addition, we intend to focus our search for a Business Combination in a single industry, although no guarantee can given that we will ultimately consummate a Business Combination with

a target in any particular industry.

By completing our Business Combination with only a single entity, our lack of diversification may:

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after

our Business Combination, and

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we closely scrutinize the management of a prospective target business, including the management team of MSP, when evaluating the

desirability of effecting our Business Combination with that business, and plan to continue to do so if the Proposed Business Combination is not consummated and we seek other business combination opportunities, our assessment of the target

business’ management may not prove to be correct.

In addition, the future management of such target business may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our

management team, if any, in the target business cannot presently be stated with any certainty.

The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our Business

While it is possible that one or more of our directors will remain associated in some capacity with us following our Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our

Business Combination.

Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our officers and directors will remain in senior management or advisory positions with the combined company.

determination as to whether any of our officers and directors will remain with the combined company will be made at the time of our Business Combination.

Following a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC.

However, we will seek stockholder approval if

it is required by law or Nasdaq rules (as is the case for the Proposed Business Combination), or we may decide to seek stockholder approval for business or other legal reasons.

Presented in the table below is a graphic explanation of the types of

Business Combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

Type of Transaction

Whether Stockholder

Approval is Required

of stock of target not involving a merger with the Company

of target into a subsidiary of the Company

of the Company with a target

Under Nasdaq’s listing rules, stockholder

approval would be required for our Business Combination if, for example:

issue shares of Class A Common Stock that will be equal to or in excess of 20% of the

number of shares of our Class A Common Stock then outstanding;

of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has

a 5% or greater interest (or such persons collectively have a 10% or greater interest),

directly or indirectly, in the target business or assets to be acquired or otherwise

and the present or potential issuance of common stock could result in an increase in

outstanding common shares or voting power of 5% or more;

issuance or potential issuance of common stock will result in our undergoing a change

Purchases of Our Securities

If we seek stockholder approval

of our Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the SEC’s

tender offer rules, our Sponsor and Nomura (to whom we refer to as our “

initial stockholders ”), directors, officers,

advisors or their affiliates may purchase shares of our Class A Common Stock, Public Units or Public Warrants in privately negotiated

transactions or in the open market either prior to or following the completion of our Business Combination.

There is no limit on the number

of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance

with applicable law and Nasdaq rules.

However, they have no current commitments, plans or intentions to engage in such transactions and

have not formulated any terms or conditions for any such transactions.

If they engage in such transactions, they will not make any such

purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited

by Regulation M under the Exchange Act.

We do not currently anticipate that such purchases, if any, would constitute a

tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private

rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject

to such rules, the purchasers will comply with such rules.

Any such purchases will be reported pursuant to Section 13 and Section 16 of

the Exchange Act to the extent such purchasers are subject to such reporting requirements.

None of the funds held in the Trust Account

will be used to purchase public shares or public warrants in such transactions prior to completion of our Business Combination.

The purpose of any such purchases

of shares 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

The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote

such warrants on any matters submitted to the warrantholders for approval in connection with our Business Combination.

Any such purchases

of our securities 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 shares of Class A Common Stock or Public Warrants may be reduced and the

number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing

or trading of our securities on a national securities exchange.

Our Sponsor, officers, directors

and/or their affiliates anticipate that they may identify the stockholders with whom our Sponsor, officers, directors or their affiliates

may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted

by stockholders following our mailing of proxy materials in connection with our Business Combination.

To the extent that our Sponsor,

officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling

stockholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our Business

Combination, whether or not such stockholder has already submitted a proxy with respect to our Business Combination.

Purchase of assets

Purchase of stock of target not involving a merger with the Company

Merger of target into a subsidiary of the Company

Merger of the Company with a target

Under Nasdaq’s listing rules, stockholder approval would be required for our Business Combination if, for example:

we issue shares of Class A Common Stock that will be equal to or in excess of 20% of the number of shares of our Class A Common Stock then outstanding;

any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest),

directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more;

the issuance or potential issuance of common stock will result in our undergoing a change of control.

Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A Common Stock upon the completion

of our Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the

funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein.

The amount in the Trust Account will initially be

approximately $10.00 per public share.

The per-share amount we will distribute to stockholders who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Our Sponsor, officers,

directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange

Act and the other federal securities laws.

Any purchases by our Sponsor,

officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will

only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for

manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain technical requirements that must be complied

with in order for the safe harbor to be available to the purchaser.

Our Sponsor, officers, directors and/or their affiliates will not

make purchases of our Class A Common Stock or our securities generally if the purchases would violate Section 9(a)(2) or Rule 10b-5 of

the Exchange Act.

Any such purchases will be

reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

Redemption Rights for Public Stockholders upon Completion of our

Initial Business Combination

We will provide our public

stockholders with the opportunity to redeem all or a portion of their shares of Class A Common Stock upon the completion of our Business

Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business

days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously

released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein.

The amount in the Trust Account will initially be approximately $10.00 per public share.

The per-share amount we will distribute to stockholders

who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

officers, directors and Nomura have agreed to waive their redemption rights with respect to any Founder Shares or any shares of Class

A Common Stock held by them in connection with the completion of our Business Combination.

of Conducting Redemptions

We will provide our public

stockholders with the opportunity to redeem all or a portion of their shares of Class A Common Stock upon the completion of our Business

Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender

The decision as to whether we will seek stockholder approval of a proposed Business Combination or conduct 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

directors and Nomura have agreed to waive their redemption rights with respect to any Founder Shares or any shares of Class A Common Stock held by them in connection with the completion of our Business Combination.

Manner of Conducting Redemptions

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A Common Stock upon the completion

of our Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination, such as is the case with the Proposed Business Combination with MSP, or (ii) by means of a tender offer.

The decision as to

whether we will seek stockholder approval of a proposed Business Combination or conduct 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 require us to seek stockholder approval under the law or stock exchange listing requirement.

rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with us where we do

not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated

certificate of incorporation would require stockholder approval.

If we structure our Business Combination with a target company in a manner

that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed Business

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval

is required by law or Nasdaq rules or we choose to seek stockholder approval for business or other legal reasons.

So long as we obtain

and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

If a stockholder vote is not

required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated

certificate of incorporation:

Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct

mergers with us where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.

If we structure our

Business Combination with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed Business Combination.

We may conduct redemptions without a

stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or Nasdaq rules or we choose to seek stockholder approval for business or other legal reasons.

So long as we obtain and maintain a listing

for our securities on Nasdaq, we will be required to comply with such rules.

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our

amended and restated certificate of incorporation:

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;

file tender offer documents with the SEC prior to completing our Business Combination which contain substantially the same financial and other information about the Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement

of our Business Combination, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of

our Class A Common Stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under

the Exchange Act.

In the event we conduct redemptions

pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under

the Exchange Act, and we will not be permitted to complete our Business Combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares which

are not purchased by our Sponsor, which number will be based on the requirement that we may not redeem public shares in an amount that

would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock”

rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our Business Combination

upon consummation of our Business Combination and after payment of underwriters’

fees and commissions.

If public stockholders tender

more shares than we have offered to purchase, we will withdraw the tender offer and not complete the Business Combination.

however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain

stockholder approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of

the Exchange Act, which regulates the solicitation of proxies, and not pursuant

to the tender offer rules;

proxy materials with the SEC.

In the event that we seek

stockholder approval of our Business combination, we will distribute proxy materials and, in connection therewith, provide our public

stockholders with the redemption rights described above upon completion of the Business Combination.

If we seek stockholder approval,

we will complete our Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the

Business Combination.

A quorum for such meeting will consist of the holders present in person or by proxy of shares of our outstanding

capital stock representing a majority of the voting power of all outstanding shares of our capital stock entitled to vote at such meeting.

Our initial stockholders (including Nomura) will count toward this quorum, and our Sponsor, officers, directors and Nomura have agreed

to vote any Founder Shares and private shares held by them and any public shares purchased during or after the Public Offering (including

in open market and privately negotiated transactions) in favor of our Business Combination.

For purposes of seeking approval of the majority

of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our Business Combination once a quorum

As a result, in addition to the Founder Shares and private shares held by our Sponsor, officers, directors and Nomura, we

may need only 950,001, or approximately 4.13%, of the 23,000,000 share of Class A Common Stock sold in the Public Offering to be voted

in favor of a Business Combination (assuming only a quorum is present at the stockholders meeting) in order to have our Business Combination

Any forward purchase shares issued by us to Nomura will not be entitled to vote on our Business Combination since those shares

will not be issued until the closing of such transaction, although Nomura may elect to purchase (and vote) shares from existing stockholders.

These quorum and voting thresholds, and the voting agreements of our Sponsor, officers and directors, may make it more likely that we

will consummate our Business Combination.

Each public stockholder may elect to redeem its public shares irrespective of whether they vote

for or against the proposed transaction.

Our amended and restated certificate

of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be

less than $5,000,001 (so that we are not subject to the SEC’s “penny stock”

rules) or any greater net tangible asset

or cash requirement which may be contained in the agreement relating to our Business Combination upon consummation of our Business Combination

and after payment of underwriters’

fees and commissions.

file tender offer documents with the SEC prior to completing our Business Combination which contain substantially the same financial and other information about the Business Combination

and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our Business Combination, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to

purchase shares of our Class A Common Stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in

accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our Business Combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders not

tendering more than a specified number of public shares which are not purchased by our Sponsor, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than

$5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our Business Combination upon consummation of our Business

Combination and after payment of underwriters’ fees and commissions.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the Business Combination.

If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder

approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the

tender offer rules;

file proxy materials with the SEC.

In the event that we seek stockholder approval of our Business combination, such as is the case with the Proposed Business Combination with MSP, we

will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the Business Combination.

In connection with the Proposed Business Combination with MSP, we

initially filed the Form S-4 with the SEC on November 10, 2021.

If we seek stockholder approval, we will complete our Business Combination only if a majority of the outstanding shares of common stock voted are

voted in favor of the Business Combination.

A quorum for such meeting will consist of the holders present in person or by proxy of shares of our outstanding capital stock representing a majority of the voting power of all outstanding shares of our

capital stock entitled to vote at such meeting.

Our initial stockholders (including Nomura) will count toward this quorum, and our Sponsor, officers, directors and Nomura have agreed to vote any Founder Shares and private shares held by them and

any public shares purchased during or after the Public Offering (including in open market and privately negotiated transactions) in favor of our Business Combination.

For purposes of seeking approval of the majority of our outstanding shares of

common stock voted, non-votes will have no effect on the approval of our Business Combination once a quorum is obtained.

As a result, in addition to the Founder Shares and private shares held by our Sponsor, officers, directors and Nomura, we may

need only 3,153,596, or approximately 26.2%, of the 12,053,631 public shares sold in our Public Offering that are still outstanding to be voted in favor of a Business Combination (assuming only a quorum is present at the stockholders meeting) in

order to have our Business Combination approved.

Any forward purchase shares issued by us to Nomura will not be entitled to vote on our Business Combination since those shares will not be issued until the closing of such transaction, although

Nomura may elect to purchase (and vote) shares from existing stockholders.

These quorum and voting thresholds, and the voting agreements of our Sponsor, officers and directors, may make it more likely that we will consummate our Business

Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our

net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our Business Combination upon

consummation of our Business Combination and after payment of underwriters’ fees and commissions.

For example, the proposed Business Combination may require:

(i) cash consideration

to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes

or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed Business Combination.

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, and all shares of Class A Common Stock submitted

for redemption will be returned to the holders thereof.

Limitation on Redemption upon Completion

of Our Initial Business Combination if We Seek Stockholder Approval

Notwithstanding the foregoing,

if we seek stockholder approval of our Business Combination and we do not conduct redemptions in connection with our Business Combination

pursuant to the SEC’s 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 Public Offering, which we refer to as the “Excess Shares.”

Such restriction shall also be

applicable to our affiliates.

We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent

attempts by such holders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to

force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable

Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our Public Offering could

threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the

(i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred

to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed Business Combination.

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, and all shares of Class A Common Stock submitted for redemption will be returned to the holders thereof.

Limitation on Redemption upon Completion of Our Initial Business Combination if We Seek Stockholder Approval

Notwithstanding the foregoing, if we seek stockholder approval of our Business Combination and we do not conduct redemptions in connection with our

Business Combination pursuant to the SEC’s 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 Public Offering, which we refer to as

the “Excess Shares.” Such restriction shall also be applicable to our affiliates.

We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to

exercise their redemption rights against a proposed Business Combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the

then-current market price or on other undesirable terms.

By limiting our stockholders’

ability to redeem no more than 15% of the

shares sold in our Public Offering without our prior consent, we believe we will limit the ability of a small group of stockholders to

unreasonably attempt to block our ability to complete our Business Combination, particularly in connection with a Business Combination

with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not

be restricting our stockholders’

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

Stock Certificates in Connection with a Tender Offer or Redemption Rights

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 using The Depository Trust Company’s

Deposit/Withdrawal At Custodian (“

DWAC ”) System, at the holder’s option.

The tender offer or proxy materials,

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

we are requiring public stockholders to satisfy such delivery requirements.

Accordingly, a public stockholder would have from the time

we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the Business

Combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through

By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our Public Offering without our prior consent, we believe we will limit the ability of a small group of

stockholders to unreasonably attempt to block our ability to complete our Business Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain

amount of cash.

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

Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights

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 using The Depository Trust Company’s Deposit/Withdrawal At Custodian (“ DWAC ”) System, at the holder’s option.

The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our Business Combination will indicate whether we are requiring

public stockholders to satisfy such delivery requirements.

Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the

Business Combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short exercise period, it is advisable for stockholders to use electronic

delivery of their public shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through

the DWAC System.

The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not

to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking

to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless

of the timing of when such delivery must be effectuated.

foregoing is different from the procedures used by many blank check companies.

In order to perfect redemption rights in connection with

their business combinations, many blank check companies would distribute proxy materials for the stockholders’

vote on an initial

business combination, and a holder could simply vote against a proposed initial business combination and check a box on the proxy card

indicating such holder was seeking to exercise his or her redemption rights.

After the initial business combination was approved, the

company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.

the stockholder then had an “option window”

after the completion of the initial business combination during which he or she

could monitor the price of the company’s stock in the market.

If the price rose above the redemption price, he or she could sell

his or her shares in the open market before actually delivering his or her shares to the company for cancellation.

As a result, the redemption

rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option”

surviving past the completion of the initial business combination until the redeeming holder delivered its certificate.

The requirement

for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once

the initial business combination is approved.

Any request to redeem such

shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder

meeting set forth in our proxy materials, as applicable.

Furthermore, if a holder of a public share delivered its certificate in connection

with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such

holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds

to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of

The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we

require holders seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies.

In order to perfect redemption rights in connection with their

business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed initial business combination and check a box on the

proxy card indicating such holder was seeking to exercise his or her redemption rights.

After the initial business combination was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to

verify ownership.

As a result, the stockholder then had an “option window” after the completion of the initial business combination during which he or she could monitor the price of the company’s stock in the market.

If the price rose above the

redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.

As a result, the redemption rights, to which stockholders were aware they needed to commit

before the stockholder meeting, would become “option” rights surviving past the completion of the initial business combination until the redeeming holder delivered its certificate.

The requirement for physical or electronic delivery prior to the

meeting ensures that a redeeming holder’s election to redeem is irrevocable once the initial business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the

stockholder meeting set forth in our proxy materials, as applicable.

Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not

to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem

their shares will be distributed promptly after the completion of our Business Combination.

If our Business Combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption

rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account.

In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our Business Combination is not completed, we may continue to try to complete a Business Combination with a different target until 24 months from

the IPO Closing Date.

Redemption of Public Shares and Liquidation if no Initial Business Combination

Our amended and restated certificate of incorporation, as amended, provides that we will have only 24 months from the IPO Closing Date to complete

our Business Combination.

If our Business Combination

is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be

entitled to redeem their shares for the applicable pro rata share of the Trust Account.

In such case, we will promptly return any certificates

delivered by public holders who elected to redeem their shares.

If our Business Combination

is not completed, we may continue to try to complete a Business Combination with a different target until 18 months from the IPO Closing

Redemption of Public Shares and Liquidation if no Initial Business

Our amended and restated certificate

of incorporation provides that we will have only 18 months from the IPO Closing Date to complete our Business Combination.

If we are unable

to complete our Business Combination within such 18-month 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, subject to lawfully available funds therefor,

redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account

including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000

of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish

public stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any), subject

to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders

and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and

the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants,

which will expire worthless if we fail to complete our Business Combination within the 18-month time period.

Our Sponsor, officers, directors

and Nomura have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and

private shares held by them if we fail to complete our Business Combination within 18 months from the IPO Closing Date.

However, if our

Sponsor, officers and directors acquire public shares at a later date, they will be entitled to liquidating distributions from the Trust

Account with respect to such public shares if we fail to complete our Business Combination within the allotted 18-month time period.

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 (i) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection

with our Business Combination or our obligation to redeem 100% of our public shares if we do not complete our initial business combination

within 18 months from the IPO Closing Date or (ii) with respect to any other provision relating to stockholders’

rights or pre-initial

business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of 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 us to pay our taxes, divided

by the number of then outstanding public shares.

However, we may not redeem our public shares in an amount that would cause our net tangible

assets to be less than $5,000,001 upon consummation of our Business Combination and after payment of underwriters’

fees and commissions

(so that we are not subject to the SEC’s “penny stock”

If this optional redemption right is exercised with respect

to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not

proceed with the amendment or the related redemption of our public shares at such time.

expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be

funded from amounts remaining out of the approximately $2,039,384 of proceeds held outside the Trust Account, although we cannot assure

you that there will be sufficient funds for such purpose.

We will depend on sufficient interest being earned on the proceeds held in

the Trust Account to pay any tax obligations we may owe.

However, if those funds are not sufficient to cover the costs and expenses associated

with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay

taxes on interest income earned on the Trust Account balance, we may request the Trustee to release to us an additional amount of up

to $100,000 of such accrued interest to pay those costs and expenses.

we were to expend all of the net proceeds of the Public Offering and the sale of the Private Units, other than the proceeds deposited

in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount

received by stockholders upon our dissolution would be approximately $10.00.

The proceeds deposited in the Trust Account could, however,

become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.

assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00.

Under Section

281(b) of the Delaware General Corporation Law (the “

DGCL ”), our plan of dissolution must provide for all claims

against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets.

claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders.

While we intend to pay

such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’

we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute

agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit

of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that

they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of

fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order

to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account.

If any third party refuses

to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives

available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such

third party’s engagement would be significantly more beneficial to us than any alternative.

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.

We are not aware of any product or service

providers who have not or will not provide such waiver other than the underwriters of our Public Offering and our independent registered

public accounting firm.

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.

Our Sponsor has agreed that it will be liable

to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business

with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce

the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share

held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the

value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective

target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)

nor will it apply to any claims under our indemnity of the underwriters of our Public Offering against certain liabilities, including

liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor

have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our

Sponsor’s only assets are securities of the Company.

Therefore, we cannot assure you that our Sponsor would be able to satisfy those

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

vendors and prospective target businesses.

In the event that the proceeds

in the Trust Account are reduced below (i) $10.00 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 value of the trust assets, in each case net of the amount

of interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its indemnification 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.

We have not asked our Sponsor to reserve for such indemnification obligations and we cannot assure you that our

Sponsor would be able to satisfy those obligations.

Accordingly, we cannot assure you that due to claims of creditors the actual value

of the per-share redemption price will not be less than $10.00 per public share.

will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring

to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements

with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Our Sponsor will also not

be liable as to any claims under our indemnity of the underwriters of our Public Offering against certain liabilities, including liabilities

under the Securities Act.

We will have access to up to approximately $1,150,000 from the proceeds of the Public Offering with

which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated

to be no more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims

and liabilities is insufficient, stockholders who received funds from our Trust Account could be liable for claims made by creditors.

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 Business Combination within 18 months from the IPO Closing Date may be considered a liquidating distribution under

Delaware law.

If the Company 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 Company,

a 90-day period during which the Company 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.

Furthermore, if the pro rata

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

our initial business combination within 18 months from the closing of our Public Offering is not considered a liquidating distribution

under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that

a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of

limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in

the case of a liquidating distribution.

If we are unable to complete our Business Combination within 18 months from the IPO Closing Date,

If we are unable to complete our Business Combination within such 24-month 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 subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account

and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number

of then outstanding public shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including

the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining stockholders and our Board, 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.

it is our intention to redeem our public shares as soon as reasonably possible following the expiration of such 18-month period and, therefore,

we do not intend to comply with those procedures.

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 well beyond the third anniversary of such

we will not be complying with Section 280 of the DGCL, Section 281(b) 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 subsequent 10 years.

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.

As described above, pursuant to the obligation contained

in our underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities

with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies

held in the Trust Account.

As a result of this obligation, the claims that could be made against us are significantly limited

and the likelihood that any claim that would result in any liability extending to the Trust Account is remote.

Further, our Sponsor

may be liable only to the extent necessary to ensure that the amounts in the Trust Account are not reduced below (i) $10.00 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 value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and

will not be liable as to any claims under our indemnity of the underwriters of the Public Offering against certain liabilities,

including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against

a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.

we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held

in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to

the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the

Trust Account, we cannot assure you we will be able to return $10.00 per share to our public stockholders.

Additionally, if we

file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions

received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential

transfer”

or a “fraudulent conveyance.”

As a result, a bankruptcy court could seek to recover some or all amounts

received by our stockholders.

Furthermore, our Board may be viewed as having breached its fiduciary duty to our creditors and/or

may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders

business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the

funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish

public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or

liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our Business Combination within the allotted time period.

Our Sponsor, officers, directors and Nomura have agreed to waive their rights to liquidating distributions from the Trust Account with respect to

any Founder Shares and private shares held by them if we fail to complete our Business Combination within 24 months from the IPO Closing Date.

However, if our Sponsor, officers and directors acquire public shares at a later date, they will be

entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our Business Combination within the allotted time period.

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 (i) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection with our Business Combination or our obligation to redeem 100% of our public shares if

we do not complete our initial business combination within 24 months from the IPO Closing Date or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public

stockholders with the opportunity to redeem their shares of 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 us to pay our taxes, divided by the number of then outstanding public shares.

As a result of stockholder redemptions exercised in connection with

the stockholder vote on the Extension Amendment, 10,946,369 shares of our Class A Common Stock were redeemed, resulting in approximately $109.5 million being removed from the Company’s trust account to pay such stockholders.

may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our Business Combination and after payment of underwriters’ fees and commissions (so that we are not subject to

the SEC’s “penny stock” rules).

If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the

amendment or the related redemption of our public shares at such time.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded

from amounts remaining out of the approximately $2,039,384 of proceeds held outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose.

We will depend on sufficient interest being earned on the

proceeds held in the Trust Account to pay any tax obligations we may owe.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest

accrued in the Trust Account not required to pay taxes on interest income earned on the Trust Account balance, we may request the Trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and

If we were to expend all of the net proceeds of the Public Offering and the sale of the Private Units, other than the proceeds deposited in the

Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00.

The proceeds deposited in the Trust Account

could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by stockholders will not be

substantially less than $10.00.

Under Section 281(b) of the Delaware General Corporation Law (the “ DGCL ”), our plan of dissolution must provide for all claims against us to be paid in full

or make provision for payments to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders.

While we intend to pay such

amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute

agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they

execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the

enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account.

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

held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement

would be significantly more beneficial to us than any alternative.

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.

We are not aware of any

product or service providers who have not or will not provide such waiver other than the underwriters of our Public Offering and our independent registered public accounting firm.

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.

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or

products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the

lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets,

less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is

enforceable) nor will it apply to any claims under our indemnity of the underwriters of our Public Offering against certain liabilities, including liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such

indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our Sponsor’s only assets are securities of the Company.

Therefore, we cannot assure

you that our Sponsor would be able to satisfy those obligations.

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

In the event that the proceeds in the Trust Account are reduced below (i) $10.00 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 value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable

to satisfy its indemnification 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

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

We have not asked our Sponsor to reserve for such indemnification obligations and we cannot assure you that our Sponsor would be able to satisfy those obligations.

Accordingly, we cannot assure you that due to claims of creditors the

actual value of the per-share redemption price will not be less than $10.00 per public share.

We will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have

all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Our Sponsor will

also not be liable as to any claims under our indemnity of the underwriters of our Public Offering against certain liabilities, including liabilities under the Securities Act.

We will have access to up to approximately $1,150,000 from the proceeds

of the Public Offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).

In the event that we liquidate and it is

subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our Trust Account could be liable for claims made by creditors.

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 Business Combination within 24 months from the IPO Closing Date may be

considered a liquidating distribution under Delaware law.

If the Company 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 Company, a 90-day period during which the Company 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.

Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the

event we do not complete our initial business combination within 24 months from the closing of our Public Offering is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful

(potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six

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

If we are unable to complete our Business Combination within 24 months from the IPO Closing Date, 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 subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in

cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution

expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to

applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, 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.

Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the expiration of such 24-month period and, therefore, we do not

intend to comply with those procedures.

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 well beyond the third

anniversary of such date.

Because we will not be complying with Section 280 of the DGCL, Section 281(b) 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 subsequent 10 years.

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.

As described above,

pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,

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

As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability

extending to the Trust Account is remote.

Further, our Sponsor may be liable only to the extent necessary to ensure that the amounts in the Trust Account are not reduced below (i) $10.00 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 value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our

indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be

responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust

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

To the extent any bankruptcy claims deplete the Trust

Account, we cannot assure you we will be able to return $10.00 per share to our public stockholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions

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

our stockholders.

Furthermore, our Board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders

from the Trust Account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against

us for these reasons.

Our public stockholders will

be entitled to receive funds from the Trust Account only upon the earlier to occur of:

(i) the completion of our Business Combination,

(ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our amended

and restated certificate of incorporation (A) to modify the substance or timing of the ability of holders of our public shares to seek

redemption in connection with our Business Combination or our obligation to redeem 100% of our public shares if we do not complete our

Business Combination within 18 months from the IPO Closing Date or (B) with respect to any other provision relating to stockholders’

rights or pre-Business Combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our Business

Combination within 18 months from the IPO Closing Date, subject to applicable law.

In no other circumstances will a stockholder have any

right or interest of any kind to or in the Trust Account.

We cannot assure you that claims will not be brought against us for these reasons.

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

(i) the completion of our

Business Combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of the

ability of holders of our public shares to seek redemption in connection with our Business Combination or our obligation to redeem 100% of our public shares if we do not complete our Business Combination within 24 months from the IPO Closing Date

or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our Business Combination within 24 months from the

IPO Closing Date, subject to applicable law.

In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account.

However, in the event we seek stockholder approval in connection with our Business

Combination, a stockholder’s voting in connection with the Business Combination alone will not result in a stockholder’s redeeming

its shares to us for an applicable pro rata share of the Trust Account.

Such stockholder must have

also exercised its redemption rights as described above.

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.

In identifying, evaluating

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

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

seeking strategic business combinations.

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

business combinations directly or through affiliates.

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

and other resources than we do.

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

Combination, a stockholder’s voting in connection with the Business Combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.

Such stockholder must have also exercised its redemption rights as described above.

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.

In identifying, evaluating and selecting a target business for our Business Combination, we may encounter intense competition from other entities

having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations.

Many of these entities are well established and

have extensive experience identifying and effecting business combinations directly or through affiliates.

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

Our ability to acquire larger

target businesses will be limited by our available financial resources.

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

Furthermore, our

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

to us for our Business Combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed

favorably by certain target businesses.

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

a Business Combination.

executive offices are located at 4218 NE 2nd Avenue, Miami, Florida 33137, and our telephone number is (305) 573-3900.

Our executive

offices are provided to us by our Sponsor.

Commencing on August 18, 2020, we have agreed to pay our Sponsor a total of $15,000

per month for office space, utilities and secretarial and administrative support.

We consider our current office space adequate

for our current operations.

Furthermore, our obligation to pay cash in connection with

our public stockholders who exercise their redemption rights may reduce the resources available to us for our Business Combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by

certain target businesses.

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

Our executive offices are located at 4218 NE 2nd Avenue, Miami, Florida 33137, and our telephone number is (305) 573-3900.

Our executive offices are

provided to us by our Sponsor.

Commencing on August 18, 2020, we have agreed to pay our Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support.

We consider our current office space adequate for

our current operations.

We currently have three officers.

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

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

The amount of time they will devote in any time

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

process we are in.

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

These individuals are not obligated to devote any specific number of hours to our matters but they intend to

devote as much of their time as they deem necessary to our affairs until we have completed our Business Combination.

The amount of time they will devote in any time period varies based on the stage of the Business Combination process we are in.

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

Periodic Reporting and Financial Information

We have registered our Public

Units, Class A Common Stock and Warrants under the Exchange Act and have reporting obligations, including the requirement that

we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports

will contain financial statements audited and reported on by our independent registered public accountants.

We will provide stockholders

with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials

sent to stockholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared

in accordance with, or reconciled to, accounting principles generally accepted in the United States of America (“

GAAP ”),

or international financing reporting standards (“

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) (“

PCAOB ”).

These financial statement requirements may limit the pool of potential targets we may conduct

a Business Combination with because some targets may be unable to provide such statements in time for us to disclose such statements in

accordance with federal proxy rules and complete our Business Combination within the prescribed time frame.

We cannot assure you that

any particular target business identified by us as a potential Business Combination candidate will have financial statements prepared

in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with the

requirements outlined above.

To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business.

We have registered our Public Units, Class A Common Stock and Warrants under the Exchange Act and have reporting obligations, including the

requirement that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public

We will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy

solicitation materials sent to stockholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in

the United States of America (“ GAAP ”), or international financing reporting standards (“ 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) (“ PCAOB ”).

financial statement requirements may limit the pool of potential targets we may conduct a Business Combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal

proxy rules and complete our Business Combination within the prescribed time frame.

We cannot assure you that any particular target business identified by us as a potential Business Combination candidate will have financial statements prepared in

accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above.

To the extent that these requirements cannot be met, we may not be able to acquire the

proposed target business.

While this may limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material.

We will be required to evaluate

our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act.

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 have our internal control procedures audited.

A target company may not be in compliance with the provisions of the Sarbanes-Oxley

Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance

with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

We have filed

a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15

to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our Business

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary

of the IPO Closing Date, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed

to be a large accelerated filer, which means the worldwide market value of our common stock held by non-affiliates exceeds $700

million as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible

debt during the prior three-year period.

are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business

Startups Act of 2012 (the “

JOBS Act ”).

As such, we are eligible to take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not “emerging growth companies”

but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of

2002 (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 non-binding advisory vote on executive compensation and

stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company”

can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company”

can delay the adoption of certain accounting standards until those standards would otherwise

We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act.

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 have our internal control procedures audited.

A target company may not be in

compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

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

necessary to complete any such Business Combination.

We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

As a result, we are subject to the rules and

regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our Business Combination.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the IPO

million as of the prior June 30 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Corporate Information

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of

2012 (the “ JOBS Act ”).

As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not

“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (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 non-binding advisory vote on executive compensation and stockholder

approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of

the IPO Closing Date, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to

SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class

A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30 th (the end of our second fiscal

quarter), and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year

References herein to “emerging growth company”

shall have the meaning associated with it in the JOBS Act.

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 any fiscal year for so long as either (1) the market value of our common

stock held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal

or exceed $100.0 million during such completed fiscal year and the market value of our common stock held by non-affiliates did not equal

or exceed $700.0 million as of the prior June 30th.

To the extent we take advantage of such reduced disclosure obligations, it may also

make comparison of our financial statements with other public companies difficult or impossible.

our Initial Business Combination

are not presently engaged in, and we will not engage in, any operations for an indefinite period of time.

We intend to effectuate our

Business Combination using cash from the proceeds held in the Trust Account from our Public Offering and our Private Placement, our capital

stock, debt or a combination of these as the consideration to be paid in our Business Combination.

We may seek to complete our Business

Combination with a company or business that may be financially unstable or in its early stages of development or growth, which would

subject us to the numerous risks inherent in such companies and businesses.

our Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used

for payment of the consideration in connection with our Business Combination or used for redemptions of purchases of our Class A Common

Stock, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance

or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing

our Business Combination, to fund the purchase of other companies or for working capital.

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our Business

Combination, and we may effectuate our Business Combination using the proceeds of such offering rather than using the amounts held in

the Trust Account.

Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously

with the completion of our Business Combination.

In the case of a Business Combination funded with assets other than the Trust Account

assets, our tender offer documents or proxy materials disclosing the Business Combination would disclose the terms of the financing and,

only if required by law, we would seek stockholder approval of such financing.

There are no prohibitions on our ability to raise funds

privately or through loans in connection with our Business Combination.

At this time, we are not a party to any arrangement or understanding

with any third-party with respect to raising any additional funds through the sale of securities or otherwise.

initial stockholders hold 4,745,000 Founder Shares, which automatically convert into shares of Class A Common Stock at the time of our

Business Combination on a one-for-one basis, subject to adjustment.

In the case that additional shares of Class A Common Stock, or equity-linked

securities, are issued or deemed issued in excess of the amounts offered in our Public Offering and related to the closing of the Business

Combination, the ratio at which the Founder Shares shall convert into shares of our Class A Common Stock will be adjusted so that the

number of shares of Class A Common Stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted

basis, 20% of the total number of all shares of our Capital Stock outstanding upon the completion of the Public Offering plus all shares

of Class A Common Stock and equity-linked securities issued or deemed issued in connection with the Business Combination, excluding any

shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination or pursuant to the Private Placement

Warrants issued to our Sponsor.

Holders of the Founder Shares and holders of our Class A Common Stock will vote together as a single

class on all matters submitted to a vote of our stockholders, except as required by law.

the case of a Business Combination funded with assets other than the Trust Account assets, our tender offer documents or proxy materials

disclosing the Business Combination would disclose the terms of the financing and, only if required by law or applicable stock exchange

rules, we would seek stockholder approval of such financing.

There are no prohibitions on our ability to raise funds privately or through

loans in connection with a Business Combination.

At this time, we are not a party to any arrangement or understanding with any third-party

with respect to raising any additional funds through the sale of securities or otherwise in connection with a Business Combination.

and Restated Certificate of Incorporation

amended and restated certificate of incorporation contains certain requirements and restrictions relating to our Public Offering that

will apply to us until the consummation of our Business Combination.

If we seek to amend any provisions of our amended and restated certificate

of incorporation relating to stockholders’

rights or pre-Business Combination activity, we will provide dissenting public stockholders

with the opportunity to redeem their public shares in connection with any such vote.

Our initial stockholders have agreed to waive any

redemption rights with respect to their Founder Shares and shares of Class A Common Stock in connection with the completion of our Business

Specifically, our amended and restated certificate of incorporation provides, among other things, that:

to the consummation of our Business Combination, we shall either (1) seek stockholder approval

of our Business Combination at a meeting called for such purpose at which stockholders may

seek to redeem their shares, regardless of whether they vote for or against the proposed

Business Combination, into their pro rata share of the aggregate amount then on deposit in

our Trust Account, including interest (which interest shall be net of taxes payable) or (2)

provide our public stockholders with the opportunity to tender their shares to us by means

of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal

to their pro rata share of the aggregate amount then on deposit in our Trust Account, including

interest (which interest shall be net of taxes payable) in each case subject to the limitations

described herein;

will consummate our Business Combination only if we have net tangible assets of at least

$5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority

of the outstanding shares of Capital Stock voted are voted in favor of the Business Combination;

our Business Combination is not consummated within 18 months from the IPO Closing Date, then

our existence will terminate and we will distribute all amounts in our Trust Account;

to our Business Combination, we may not issue additional shares of Capital Stock that would

entitle the holders thereof to (i) receive funds from our Trust Account or (ii) vote on any

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the IPO

Closing Date, (b) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large accelerated filer, which means the market value

of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30 th (the end of our second fiscal quarter), and (2) the date on

which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

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 any fiscal year for so long as either (1) the market

value of our common stock held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our

common stock held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th.

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public

companies difficult or impossible.

Effecting our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time.

We intend to effectuate our Business

Combination using cash from the proceeds held in the Trust Account from our Public Offering and our Private Placement, our capital stock, debt or a combination of these as the consideration to be paid in our Business Combination.

We may seek to

complete our Business Combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for

payment of the consideration in connection with our Business Combination or used for redemptions of purchases of our Class A Common Stock, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes,

including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our Business

Combination, and we may effectuate our Business Combination using the proceeds of such offering rather than using the amounts held in the Trust Account.

Subject to compliance with applicable securities laws, we would expect to complete such

financing only simultaneously with the completion of our Business Combination.

In the case of a Business Combination funded with assets other than the Trust Account assets, our tender offer documents or proxy materials disclosing the Business

Combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing.

There are no prohibitions on our ability to raise funds privately or through loans in connection with our

Business Combination.

provisions cannot be amended without the approval of holders of 65% of our Capital Stock.

At this time, we are not a party to any arrangement or understanding with any third-party with respect to raising any additional funds through the sale of securities or otherwise.

Our initial stockholders hold 4,745,000 Founder Shares, which automatically convert into shares of Class A Common Stock at the time of our Business

Combination on a one-for-one basis, subject to adjustment.

In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in our Public Offering and related to

the closing of the Business Combination, the ratio at which the Founder Shares shall convert into shares of our Class A Common Stock will be adjusted so that the number of shares of Class A Common Stock issuable upon conversion of all Founder

Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of our Capital Stock outstanding upon the completion of the Public Offering plus all shares of Class A Common Stock and equity-linked securities

issued or deemed issued in connection with the Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination or pursuant to the Private Placement Warrants issued to our

Holders of the Founder Shares and holders of our Class A Common Stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law.

In the case of a Business Combination funded with assets other than the Trust Account assets, our tender offer documents or proxy materials

disclosing the Business Combination would disclose the terms of the financing and, only if required by law or applicable stock exchange rules, we would seek stockholder approval of such financing.

There are no prohibitions on our ability to raise

funds privately or through loans in connection with a Business Combination.

At this time, we are not a party to any arrangement or understanding with any third-party with respect to raising any additional funds through the sale of securities or

otherwise in connection with a Business Combination.

Amended and Restated Certificate of Incorporation

Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to our Public Offering that will apply

to us until the consummation of our Business Combination.

If we seek to amend any provisions of our amended and restated certificate of incorporation relating to stockholders’ rights or pre-Business Combination activity, we will provide dissenting

public stockholders with the opportunity to redeem their public shares in connection with any such vote.

Our initial stockholders have agreed to waive any redemption rights with respect to their Founder Shares and shares of Class A Common Stock in

connection with the completion of our Business Combination.

Specifically, our amended and restated certificate of incorporation provides, among other things, that:

prior to the consummation of our Business Combination, we shall either (1) seek stockholder approval of our Business Combination at a meeting called for such purpose at which stockholders

may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination, into their pro rata share of the aggregate amount then on deposit in our Trust Account, including interest (which interest

shall be net of taxes payable) or (2) provide our public stockholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata

share of the aggregate amount then on deposit in our Trust Account, including interest (which interest shall be net of taxes payable) in each case subject to the limitations described herein;

we will consummate our Business Combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of

the outstanding shares of Capital Stock voted are voted in favor of the Business Combination;

if our Business Combination is not consummated within months from the IPO Closing Date, then our existence will terminate and we will distribute all amounts in our Trust Account;

prior to our Business Combination, we may not issue additional shares of Capital Stock that would entitle the holders thereof to (i) receive funds from our Trust Account or (ii) vote on

any Business Combination.

These provisions cannot be amended without the approval of holders of 65% of our Capital Stock.

In the event we seek stockholder approval in

connection with our Business Combination, our amended and restated certificate of incorporation provides that we may consummate our Business

Combination only if approved by a majority of the shares of Capital Stock voted by our stockholders voting at a duly held stockholders

of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations

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

if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or

she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present

such Business Combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

We do not believe,

however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete

our Business Combination.

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

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

as a director or officer of our Company and such opportunity is one we are legally and contractually permitted to undertake and would

otherwise be reasonable for us to pursue.

connection with our Business Combination, our amended and restated certificate of incorporation provides that we may consummate our Business Combination only if approved by a majority of the shares of Capital Stock voted by our stockholders voting

at a duly held stockholders meeting.

Conflicts of Interest

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

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

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

entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such entity, and only present it to us if such

entity rejects the opportunity.

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

Our amended and restated

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

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

For more information on the conflicts of interest applicable to our officers and directors,

please see “Item 10.

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

please see “Item 10.

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

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

What changed 10-K

Item 1. Business