What changed in this filing

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Item 1A. Risk Factors

2022-04-07 compared with 2021-12-07 · 1291 added, 1783 removed, 70 unchanged (98% of the section changed)

Risk Factor Summary

An investment in or ownership

of our securities involves a high degree of risk.

You should consider carefully all of the risks described below, together with the other

information contained in this Amendment, before making a decision to invest in our securities.

If any of the following events occur,

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

In that event, the trading price of our

securities could decline, and you could lose all or part of your investment.

Such risks include,

but are not limited to:

Relating to a Special Purpose Acquisition Company and our Securities

are a newly formed company with no operating history and no revenues, and you have no basis

on which to evaluate our ability to achieve our business objective.

only opportunity to affect the investment decision regarding a potential Business Combination

will be limited to the exercise of your right to redeem your shares from us for cash, unless

we seek stockholder approval of the Business Combination.

requirement that we complete our Business Combination within the prescribed time frame may

give potential target businesses leverage over us in negotiating a Business Combination and

may decrease our ability to conduct due diligence on potential Business Combination targets

as we approach our dissolution deadline, which could undermine our ability to complete our

Business Combination on terms that would produce value for our stockholders.

may not be able to complete our Business Combination within the prescribed time frame, in

which case we would cease all operations except for the purpose of winding up and we would

redeem our public shares and liquidate, in which case our public stockholders may only receive

$10.00 per share, or less than such amount in certain circumstances, and our warrants will

expire worthless.

will not have any rights or interests in funds from the Trust Account, except under certain

limited circumstances.

An investment in or ownership of our securities involves a high degree of risk.

You should consider carefully all of the risks

described below, together with the other information contained in this Annual Report, before making a decision to invest in our securities.

If any of the following events occur, our business, financial condition and operating results may be

materially adversely affected.

In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Such risks include, but are not limited to:

Risks Relating to a Special Purpose Acquisition Company and our Securities

We are a blank check company with no operating history and no revenues, and those of the post-combination company may differ significantly from the unaudited pro forma financial data

included in the Form S-4.

Following the consummation of the Proposed Business Combination, our only significant asset would be our ownership interest in the Purchaser and such ownership may not be sufficient to

pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

The requirement that we complete our Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a Business Combination and

may decrease our ability to conduct due diligence on potential Business Combination targets as we approach our dissolution deadline, which could undermine our ability to complete our Business Combination on terms that would produce value

for our stockholders.

We may not be able to complete our Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would

redeem our public shares and liquidate, in which case our public stockholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

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

To liquidate your investment, therefore, you may be forced to sell

your public shares or warrants, potentially at a loss.

Relating to our Securities

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

we seek stockholder approval of our Business Combination and we do not conduct redemptions

pursuant to the tender offer rules, and if you or a “group”

of stockholders are

deemed to hold in excess of 15% of our Class A Common Stock, you will lose the ability to

redeem all such shares in excess of 15% of our Class A Common Stock.

of our limited resources and the significant competition for Business Combination opportunities,

it may be more difficult for us to complete our Business Combination.

If we are unable to

complete our Business Combination, our public stockholders may receive only approximately

$10.00 per share on our redemption of our public shares, or less than such amount in certain

circumstances, and our warrants will expire worthless.

the net proceeds of our Public Offering and the sale of the Private Units not being held

in the Trust Account are insufficient to allow us to operate for at least the next 18 months,

we may be unable to complete our Business Combination, in which case our public stockholders

may only receive $10.00 per share, or less than such amount in certain circumstances, and

our warrants will expire worthless.

search for a Business Combination, and any target business with which we ultimately consummate

a business combination, may be materially adversely affected by the coronavirus (“

COVID-19 ”)

outbreak and the status of debt and equity markets.

may not hold an annual meeting of stockholders until after the consummation of our Business

Combination, which could delay the opportunity for our stockholders to elect directors.

are not registering the shares of Class A Common Stock issuable upon exercise of the warrants

under the Securities Act or any state securities laws at this time, and such registration

may not be in place when an investor desires to exercise warrants, thus precluding such investor

from being able to exercise its warrants except on a cashless basis.

If the issuance of the

shares upon exercise of warrants is not registered, qualified or exempt from registration

or qualification, the holder of such warrant will not be entitled to exercise such warrant

and such warrant may have no value and expire worthless.

grant of registration rights to our initial stockholders may make it more difficult to complete

our Business Combination, and the future exercise of such rights may adversely affect the

market price of our Class A Common Stock.

we are neither limited to evaluating a target business in a particular industry sector nor

have we selected any specific target businesses with which to pursue our Business Combination,

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

Relating to Lionheart Capital, LLC (“

Lionheart Capital ”), our Sponsor and our management team

performance by members of our management team may not be indicative of future performance

of an investment in the Company.

may seek Business Combination opportunities in industries or sectors which may or may not

be outside of our management’s area of expertise.

ability to successfully effect our Business Combination and to be successful thereafter will

be totally dependent upon the efforts of our officers and directors, some of whom may join

Risks Relating to our Securities

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

If we seek stockholder approval of our Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to

hold in excess of 15% of our Class A Common Stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A Common Stock.

Because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our Business Combination.

unable to complete our Business Combination, our public stockholders may receive only approximately $10.20 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire

If the net proceeds of our Public Offering and the sale of the Private Units not being held in the Trust Account are insufficient to allow us to operate for at least the 24 months after

our IPO Closing Date, we may be unable to complete our Business Combination, in which case our public stockholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our search for a Business Combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (“ COVID-19 ”) outbreak and the status of debt and equity markets.

We may not hold an annual meeting of stockholders until after the consummation of our Business Combination, which could delay the opportunity for our stockholders to elect directors.

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

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

If the issuance of the shares upon exercise of warrants is not registered,

qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

The grant of registration rights to our initial stockholders may make it more difficult to complete our Business Combination, and the future exercise of such rights may adversely affect

the market price of our Class A Common Stock.

Because we are not limited to evaluating a target business in a particular industry sector, you will be unable to ascertain the merits or risks of any particular target business’s

Risks Relating to Lionheart Capital, LLC (“ Lionheart Capital ”), our Sponsor and our management team

Past performance by members of our management team may not be indicative of future performance of an investment in the Company.

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

Our ability to successfully effect our Business Combination and to be successful thereafter will be totally dependent upon the efforts of our officers and directors, some of whom may join

us following our Business Combination.

The loss of officers and directors could negatively

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

officers, directors, security holders and their respective affiliates may have competitive

pecuniary interests that conflict with our interests.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete

a Business Combination, which may adversely affect our leverage and financial condition and

thus negatively impact the value of our stockholders’

investment in us.

may attempt to complete our Business Combination with a private company about which little

information is available, which may result in a Business Combination with a company that

is not as profitable as we suspected, if at all.

management may not be able to maintain control of a target business after our Business Combination.

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold

may make it possible for us to complete a Business Combination with which a substantial majority

of our stockholders do not agree.

may be unable to obtain additional financing to complete our Business Combination or to fund

the operations and growth of a target business, which could compel us to restructure or abandon

a particular Business Combination.

initial stockholders may exert a substantial influence on actions requiring a stockholder

vote, potentially in a manner that you do not support.

warrants and Founder Shares may have an adverse effect on the market price of our Class A

Common Stock and make it more difficult to effectuate our Business Combination.

Relating to a Special Purpose Acquisition Company and our Securities

are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve

our business objective.

are a newly formed company with no operating results, and we commenced limited operations from the IPO Closing Date.

Because we lack

an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our Business

Combination with one or more target businesses.

We have no plans, arrangements or understandings with any prospective target business

concerning a Business Combination and may be unable to complete our Business Combination.

If we fail to complete our Business Combination,

we will never generate any operating revenues.

only opportunity to affect the investment decision regarding a potential Business Combination will be limited to the exercise of your

right to redeem your shares from us for cash, unless we seek stockholder approval of the Business Combination.

the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our Business

Since our Board may complete a Business Combination without seeking stockholder approval, public stockholders may not have

the right or opportunity to vote on the Business Combination, unless we seek such stockholder vote.

if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential Business Combination

may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in

our tender offer documents mailed to our public stockholders in which we describe our Business Combination.

requirement that we complete our Business Combination within the prescribed time frame may give potential target businesses leverage

over us in negotiating a Business Combination and may decrease our ability to conduct due diligence on potential Business Combination

targets as we approach our dissolution deadline, which could undermine our ability to complete our Business Combination on terms that

would produce value for our stockholders.

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

our Business Combination within 18 months from the IPO Closing Date.

Consequently, such target business may obtain leverage over us in

negotiating a Business Combination, knowing that if we do not complete our Business Combination with that particular target business,

we may be unable to complete our Business Combination with any target business.

This risk will increase as we get closer to the timeframe

described above.

In addition, we may have limited time to conduct due diligence and may enter into our Business Combination on terms

that we would have rejected upon a more comprehensive investigation.

may not be able to complete our Business Combination within the prescribed time frame, in which case we would cease all operations except

for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive

$10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

amended and restated certificate of incorporation provides that we must complete our Business Combination within 18 months from the IPO

Closing Date.

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

we have not completed our Business Combination within such time period, we will:

(i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter 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.

In such case, our public stockholders may only receive $10.00 per share, and our warrants

will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of

their shares.

See “—

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and

the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors below.

will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.

To liquidate your

investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

public stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of:

(i) our completion of

a Business Combination, and then only in connection with those shares of Class A Common Stock that such stockholder properly elected

to redeem, subject to the limitations described herein, (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 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 our public shares if

we are unable to complete a Business Combination within 18 months from the IPO Closing Date, subject to applicable law and as further

described herein.

In no other circumstances will a public stockholder have any right or interest of any kind in the Trust Account.

of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants.

Accordingly, to liquidate

your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

public stockholders may not be afforded an opportunity to vote on our proposed Business Combination, which means we may complete our

Business Combination even though a majority of our public stockholders do not support such a combination.

We may choose not to hold

a stockholder vote to approve our Business Combination unless the Business Combination would require stockholder approval under applicable

law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other legal reasons.

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

to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors,

such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval.

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

Combination we complete.

Please see the section of this Amendment entitled “Item 1.

Business—Stockholders May Not Have the

Ability to Approve Our Initial Business Combination”

for additional information.

we seek stockholder approval of our Business Combination, our Sponsor, officers and directors and Nomura have agreed to vote in favor

of such Business Combination, regardless of how our public stockholders vote.

Sponsor, officers, directors and Nomura have agreed to vote any Founder Shares and private shares held by them, as well as any public

shares purchased during or after the Public Offering (including in open market and privately negotiated transactions), in favor of our

Business Combination.

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 public shares sold in our 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.

Our initial stockholders (including Nomura) own shares representing 17.21% of our outstanding shares of Capital Stock (including the

private shares).

Accordingly, if we seek stockholder approval of our Business Combination, the agreement by our Sponsor, officers, directors

and Nomura to vote in favor of our Business Combination will increase the likelihood that we will receive the requisite stockholder approval

for such Business Combination.

ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential Business

Combination targets, which may make it difficult for us to enter into a Business Combination with a target.

may seek to enter into a Business Combination agreement with a prospective target that requires as a closing condition that we have a

minimum net worth or a certain amount of cash.

While we may have access to proceeds from the Forward Purchase Agreement, if too many

public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not

be able to proceed with the Business Combination.

Furthermore, in no event will we redeem our public shares in an amount that would cause

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

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.

Consequently, if accepting all

properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 upon consummation of our Business

Combination and after payment of underwriters’

fees and commissions or such greater amount necessary to satisfy a closing condition

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

Business Combination.

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

we seek stockholder approval of our Business Combination, our Sponsor, directors, officers, advisors and their affiliates may elect to

purchase shares or warrants from public stockholders, which may influence a vote on a proposed Business Combination and reduce the public

“float”

of our Class A Common Stock.

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

pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or their affiliates may purchase public shares or public

warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion

of our Business Combination, although they are under no obligation to do so.

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.

None of the funds in the Trust

Account will be used to purchase public shares or public warrants in such transactions.

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

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

In the event that our Sponsor, directors, officers,

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

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

The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of

obtaining stockholder approval of the Business Combination, or to satisfy a closing condition in an agreement with a target that requires

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

would otherwise not be met.

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.

such purchases of our securities may result in the completion of our Business Combination that may not otherwise have been possible.

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.

addition, if such purchases are made, the public “float”

of our Class A Common Stock or Public Warrants and the number of

beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading

of our securities on a national securities exchange.

a stockholder fails to receive notice of our offer to redeem our public shares in connection with our Business Combination, or fails

to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender

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

Despite our compliance

with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become

aware of the opportunity to redeem its shares.

In addition, proxy materials or tender offer documents, as applicable, that we will furnish

to holders of our public shares in connection with our Business Combination will describe the various procedures that must be complied

with in order to validly tender or redeem public shares.

For example, we may require our public stockholders seeking to exercise their

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

to either tender their certificates

to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior

to the vote on the proposal to approve the Business Combination in the event we distribute proxy materials, or to deliver their shares

to the transfer agent electronically.

In the event that a stockholder fails to comply with these or any other procedures, its shares

may not be redeemed.

See the section of this Amendment entitled “Item 1.

Business—Redemption Rights for Public Stockholders

upon Completion of our Business Combination—Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights.”

may issue our shares to investors in connection with our Business Combination at a price which is less than the prevailing market price

of our shares at that time.

connection with our Business Combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions)

at a price of $10.00 per share or which approximates the per-share amounts in our Trust Account at such time, which is generally approximately

A purpose of such issuances may be to enable us to provide sufficient liquidity to the post-Business Combination entity.

price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such

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

the most desirable Business Combination or optimize our capital structure.

the time we enter into an agreement for our Business Combination, we will not know how many stockholders may exercise their redemption

rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted

for redemption.

If our Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase

price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account

to meet such requirements, or arrange for third party financing.

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

than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account

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

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

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

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

We may attempt to complete our Business Combination with a private company about which little information is available, which may result in a Business Combination with a company that is

not as profitable as we suspected, if at all.

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

We do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete a Business Combination with which a substantial

majority of our stockholders do not agree.

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

abandon a particular Business Combination.

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

Our warrants and Founder Shares may have an adverse effect on the market price of our Class A Common Stock and make it more difficult to effectuate our Business Combination.

Risks Relating to a Special Purpose Acquisition Company and our Securities

We are a blank check company with no operating history and no revenues, and those of the post-combination

company may differ significantly from the unaudited pro forma financial data included in the Form S-4.

We are a blank check company with no operating results, and we commenced limited operations from the IPO Closing Date.

Because we lack an operating

history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our Business Combination with one or more target businesses.

We have no plans, arrangements or understandings with any prospective target

business concerning a Business Combination and may be unable to complete our Business Combination.

If we fail to complete our Business Combination, we will never generate any operating revenues.

The amendment to our Form S-4 to be filed with the SEC and mailed to our stockholders in connection with our stockholder meeting to approve the

Proposed Business Combination (the “ Stockholder Meeting ”) will include unaudited pro forma condensed combined financial statements for the post-combination company.

The unaudited pro forma

condensed combined statement of operations of the post-combination company combines the historical audited results of operations of the Company for the year ended December 31, 2021, with the historical audited results of operations of the MSP

Purchased Companies for the year ended December 31, 2021, and gives pro forma effect to the Proposed Business Combination as if it had been consummated on January 1, 2021.

The unaudited pro forma condensed combined balance sheet of the

post-combination company combines the historical balance sheets of the Company as of December 31, 2021 and of the MSP Purchased Companies as of December 31, 2021 and gives pro forma effect to the Proposed Business Combination as if it had been

consummated on January 1, 2021.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions,

address a hypothetical situation and reflect limited historical financial data.

Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would

have been achieved had the Business Combination and the acquisitions of the MSP Purchased Companies been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the post-combination

Accordingly, the post-combination company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements

included in this document.

Following the consummation of the Proposed Business Combination, our only significant asset would be our

ownership interest in the Purchaser and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

Following the consummation of the Proposed Business Combination, we will have no direct operations and no significant assets other than our

ownership of Purchaser.

The Members, managers and officers of the MSP Purchased Companies and their respective affiliates will become stockholders of the post-combination company at that time.

We will depend on the MSP Purchased Companies and the

Purchaser for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to our common stock.

The financial

condition and operating requirements of the MSP Purchased Companies may limit our ability to obtain cash from the MSP Purchased Companies and the Purchaser.

The earnings from, or other available assets of the MSP Purchased Companies may not be

sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

The ability of the MSP Purchased Companies and the Purchaser to make distributions, loans and other payments to us for the purposes described above

and for any other purpose may be limited by credit agreements to which the MSP Purchased Companies and the Purchaser are party from time to time, including existing loans and security agreements, and will be subject to the negative covenants set

forth therein.

Any loans or other extensions of credit to us from the MSP Purchased Companies or the Purchaser will be permitted only to the extent there is an applicable exception to the investment covenants under these credit agreements.

Similarly, any dividends, distributions or similar payments to us from the MSP Purchased Companies or the Purchaser will be permitted only to the extent there is an applicable exception to the dividends and distributions covenants under these

credit agreements.

The requirement that we complete our Business Combination within the prescribed time frame may give potential

target businesses leverage over us in negotiating a Business Combination and may decrease our ability to conduct due diligence on potential Business Combination targets as we approach our dissolution deadline, which could undermine our ability to

complete our Business Combination on terms that would produce value for our stockholders.

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

Business Combination within 24 months from the IPO Closing Date.

Consequently, such target business may obtain leverage over us in negotiating a Business Combination, knowing that if we do not complete our Business Combination with that particular

target business, we may be unable to complete our Business Combination with any target business.

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

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

into our Business Combination on terms that we would have rejected upon a more comprehensive investigation.

We may not be able to complete our Business Combination within the prescribed time frame, in which case we

would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our

warrants will expire worthless.

Our amended and restated certificate of incorporation, as amended, provides that we must complete our Business Combination within 24 months from the

IPO Closing Date.

We may not be able to completed the Proposed Business Combination or find a suitable alternative target business and complete our Business Combination within such time period.

If we have not completed our Business Combination

within such time period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter 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.

In such case, our public stockholders may only receive $10.20 per share, and our warrants will expire worthless.

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

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

amount received by stockholders may be less than $10.20 per share” and other risk factors below.

You will not have any rights or interests in funds from the Trust Account, except under certain limited

circumstances.

To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

Our public stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of:

(i) our completion of a

Business Combination, and then only in connection with those shares of Class A Common Stock that such stockholder properly elected to redeem, subject to the limitations described herein, (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 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 our public shares if we are unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to applicable law and as further described herein.

In no other circumstances will a

public stockholder have any right or interest of any kind in the Trust Account.

Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants.

Accordingly, to liquidate your investment, you may

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

Our public stockholders may not be afforded an opportunity to vote on a Business Combination, which means we

may complete our Business Combination even though a majority of our public stockholders do not support such a combination.

Though the Proposed Business Combination requires the affirmative vote (in person or by proxy) of the holders of a

majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the Stockholder Meeting, if we do not close the Potential Business Combination, our Board may complete an alternate

Business Combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the Business Combination, unless we seek such stockholder vote.

We may choose not to hold a stockholder vote to approve our Business Combination unless the Business Combination would require stockholder approval

under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other legal reasons.

Except as required by law, the decision as to whether we will seek stockholder approval of a proposed

Business Combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the

transaction would otherwise require us to seek stockholder approval.

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

If we do not seek

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

forth in our tender offer documents mailed to our public stockholders in which we describe our Business Combination.

Please see the section of this Annual Report entitled “Item 1.

Business—Stockholders May Not Have the Ability to Approve Our

Initial Business Combination” for additional information.

Our Sponsor, officers and directors and Nomura have agreed to vote in favor of a Business Combination,

regardless of how our public stockholders vote.

Our Sponsor, officers, directors and Nomura have agreed to vote any Founder Shares and private shares held by them, as well as any public shares

purchased during or after the Public Offering (including in open market and privately negotiated transactions), in favor of a Business Combination, including the Proposed Business Combination.

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.

Our initial stockholders (including Nomura) own shares representing 34.68% of our outstanding

shares of Capital Stock (including the private shares).

Accordingly, if we seek stockholder approval of our Business Combination (as in the case for the Proposed Business Combination), the agreement by our Sponsor, officers, directors and Nomura to

vote in favor of our Business Combination will increase the likelihood that we will receive the requisite stockholder approval for such Business Combination.

The ability of our public stockholders to redeem their shares for cash may make our financial condition

unattractive to potential Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target.

We may seek to enter into a Business Combination agreement with a prospective target that requires as a closing condition that we have a minimum net

worth or a certain amount of cash, though the Proposed Business Combination contains no such closing condition.

While we may have access to proceeds from the Forward Purchase Agreement, if too many public stockholders exercise their redemption

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

Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible

assets to be less than $5,000,001 (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.

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

Combination and after payment of underwriters’ fees and commissions or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related Business Combination and may instead

search for an alternate Business Combination.

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

If we seek stockholder approval of our Business Combination, our Sponsor, directors, officers, advisors and

their affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed Business Combination and reduce the public “float” of our Class A Common Stock.

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

to the tender offer rules, our Sponsor, directors, officers, advisors or their affiliates may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following

the completion of our Business Combination, although they are under no obligation to do so.

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.

None of the funds in the Trust Account will be used to purchase public shares or public warrants in such transactions.

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

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

In the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who

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

The purpose of such purchases could be to vote such shares in favor of the Business

Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash

at the closing of our Business Combination, where it appears that such requirement would otherwise not be met.

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

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.

In addition, if such purchases are made, the public “float” of our Class A Common Stock or Public Warrants and the number of beneficial holders of

our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our

Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

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

Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares.

In addition, proxy materials or tender

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

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

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

agent electronically.

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

See the section of this Annual Report entitled “Item 1.

Business—Redemption Rights for Public Stockholders

upon Completion of our Business Combination—Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights.”

We may issue our shares to investors in connection with our Business Combination at a price which is less

than the prevailing market price of our shares at that time.

In connection with our Business Combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a

price of $10.00 to $10.20 per share or which approximates the per-share amounts in our Trust Account at such time, which is generally approximately between $10.00 and $10.20.

Though no such PIPE transaction is contemplated in connection with the

Proposed Business Combination, the purpose of such issuances may be to enable us to provide sufficient liquidity to the post-Business Combination entity.

The price of the shares we issue may therefore be less, and potentially significantly less,

than the market price for our shares at such time.

The ability of our public stockholders to exercise redemption rights with respect to a large number of our

shares may not allow us to complete the most desirable Business Combination or optimize our capital structure.

At the time we enter into an agreement for our Business Combination, we will not know how many stockholders may exercise their redemption rights,

and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.

If our Business Combination agreement requires us to use a portion of the cash in the Trust Account to

pay the purchase price, or requires us to have a minimum amount of cash at closing, (neither of which is the case for the Proposed Business Combination) we will need to reserve a portion of the cash in the Trust Account to meet such requirements,

or arrange for third party financing.

Raising additional third-party financing may involve dilutive equity issuances or the incurrence

of indebtedness at higher than desirable levels.

Furthermore, this dilution would increase to the extent that the anti-dilution provision

of the Class B Common Stock results in the issuance of Class A Common Stock on a greater than one-to-one basis upon conversion of the

Class B Common Stock at the time of our Business Combination.

The above considerations may limit our ability to complete the most desirable

Business Combination available to us or optimize our capital structure.

The amount of the deferred underwriting commissions payable to

the underwriters will not be adjusted for any shares that are redeemed in connection with an Business Combination.

The per share amount

we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission

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

underwriting commissions.

ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability

that our Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

our Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires

us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased.

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

the Trust Account.

In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or

arrange for third party financing.

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

Furthermore, this dilution would increase to the extent that the

anti-dilution provision of the Class B Common Stock results in the issuance of Class A Common Stock on a greater than one-to-one basis upon conversion of the Class B Common Stock at the time of our Business Combination.

The above considerations may

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

The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are

redeemed in connection with a Business Combination.

The per share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the

per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.

The ability of our public stockholders to exercise redemption rights with respect to a large number of our

shares could increase the probability that our Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

If our Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to

have a minimum amount of cash at closing (neither of which is the case for the Proposed Business Combination), the probability that our initial business combination would be unsuccessful is increased.

If our initial business combination is

unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account.

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

however, at such

time our stock may trade at a discount to the pro rata amount per share in the Trust Account.

In either situation, you may suffer a material

loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to

sell your stock in the open market.

the net proceeds of our Public Offering and our Private Placement not being held in the Trust Account are insufficient, it could limit

the amount available to fund our search for a target business or businesses and complete our Business Combination and we will depend

on loans from our Sponsor or management team to fund our search for a Business Combination, to pay our taxes and to complete our Business

however, at such time our stock

may trade at a discount to the pro rata amount per share in the Trust Account.

In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you

are able to sell your stock in the open market.

If the net proceeds of our Public Offering and our Private Placement not being held in the Trust Account are

insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our Business Combination and we will depend on loans from our Sponsor or management team to fund our search for a Business

Combination, to pay our taxes and to complete our Business Combination.

If we are unable to obtain these loans, we may be unable to complete our Business Combination.

the net proceeds from our Public Offering and our Private Placement, only approximately $2,039,384 was initially available to us, on

the IPO Closing Date, outside the Trust Account to fund our working capital requirements.

In the event that our offering expenses exceed

our estimate of $750,000, we may fund such excess with funds not to be held in the Trust Account.

In such case, the amount of funds we

intend to be held outside the Trust Account would decrease by a corresponding amount.

The amount held in the Trust Account will not be

impacted as a result of such increase or decrease.

Conversely, in the event that the offering expenses are less than our estimate of

$750,000, the amount of funds we intend to be held outside the Trust Account would increase by a corresponding amount.

If we are required

to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to operate or may

be forced to liquidate.

None of our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance

funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the Trust Account or from funds released

to us upon completion of our Business Combination.

Up to $1 million of such loans may be convertible into units, at a price of $10.00

per unit at the option of the lender.

Of the net proceeds from our Public Offering and our Private Placement, only approximately $2,039,384 was initially available to us, on the IPO

Closing Date, outside the Trust Account to fund our working capital requirements.

In the event that our offering expenses exceed our estimate of $750,000, we may fund such excess with funds not to be held in the Trust Account.

In such case, the

amount of funds we intend to be held outside the Trust Account would decrease by a corresponding amount.

The amount held in the Trust Account will not be impacted as a result of such increase or decrease.

Conversely, in the event that the offering

expenses are less than our estimate of $750,000, the amount of funds we intend to be held outside the Trust Account would increase by a corresponding amount.

If we are required to seek additional capital, we would need to borrow funds from our

Sponsor, management team or other third parties to operate or may be forced to liquidate.

None of our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.

advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our Business Combination.

Up to $1 million of such loans may be convertible into units, at a price of $10.00 per unit at the

option of the lender.

The units would be identical to the Private Units.

Prior to the completion of our Business Combination,

we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties

will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

are unable to obtain these loans, we may be unable to complete our Business Combination.

If we are unable to complete our Business Combination

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

Consequently,

our public stockholders may only receive approximately $10.00 per share on our redemption of our public shares, and our warrants will

expire worthless.

In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their

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

redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors below.

to the completion of our Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or

other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which

could cause you to lose some or all of your investment.

if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface

all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues

through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later

As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment

or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected

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

these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature

could contribute to negative market perceptions about us or our securities.

In addition, charges of this nature may cause us to violate

net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue

of our obtaining debt financing to partially finance the Business Combination.

Accordingly, any stockholders who choose to remain stockholders

following the Business Combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy

for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors

of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws

that the proxy solicitation or tender offer materials, as applicable, relating to the Business Combination constituted an actionable

material misstatement or omission.

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

by stockholders may be less than $10.00 per share.

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

Although we will seek to have all

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

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

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

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

claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim

against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement waiving such claims

to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter

into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would

be significantly more beneficial to us than any alternative.

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.

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.

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

any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

Upon redemption

of our public shares, if we are unable to complete our Business Combination within the prescribed timeframe, or upon the exercise of

a redemption right in connection with our Business Combination, we will be required to provide for payment of claims of creditors that

were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount

received by public stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

Pursuant to a letter agreement (the “

Letter Agreement ”), 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 believe that our Sponsor’s

only assets are securities of the Company.

Prior to the completion of our Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe

third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

If we are unable to obtain these loans, we may be unable to complete our Business Combination.

unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.

Consequently, our public stockholders may only receive approximately $10.20

per share on our redemption of our public shares, and our warrants will expire worthless.

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

See “—If third parties bring

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

Subsequent to the completion of our Business Combination, we may be required to take write-downs or write-offs, restructuring

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

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all

material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control

will not later arise.

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

Even if our due diligence

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

Even though these charges may be non-cash items and not have an immediate

impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.

In addition, charges of this nature may cause us to violate net worth or other covenants to which we

may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the Business Combination.

Accordingly, any stockholders who choose to remain stockholders following

the Business Combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our

officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the

Business Combination constituted an actionable material misstatement or omission.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

per-share redemption amount received by stockholders may be less than $10.20 per share.

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

Although we will seek to have all vendors,

service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our

public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of

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

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.

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.

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

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

Trust Account for any reason.

Upon redemption of our public shares, if we are unable to complete our Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our Business Combination, we

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

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

than the $10.00 per share initially held in the Trust Account, due to claims of such creditors or the $10.20 per share available following the additional deposits made by the Company in connection with the extension of the date by which the Company must consummate its initial business combination from February 18, 2022 to August 18, 2022 .

Pursuant to a letter agreement (the “ Letter Agreement ”),

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 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.

directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in

the Trust Account available for distribution to our public stockholders.

the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount

per 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, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that

it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent

directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

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, and subject to their fiduciary

duties, may choose not to do so in any particular instance 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

If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account

available for distribution to our public stockholders may be reduced below $10.00 per share.

may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

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

However, our officers, directors and Nomura

have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse

against the Trust Account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only

if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate a Business Combination.

Our obligation to indemnify

our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their

fiduciary duty.

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

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

Furthermore, a stockholder’s

investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors

pursuant to these indemnification provisions.

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

petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our Board may be

exposed to claims of punitive damages.

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

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

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

or a “fraudulent conveyance.”

As a result, a bankruptcy

court could seek to recover all amounts received by our stockholders.

In addition, our Board may be viewed as having breached its fiduciary

duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public

stockholders from the Trust Account prior to addressing the claims of creditors.

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

petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our

stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be

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

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

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

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

in connection with our liquidation may be reduced.

Although we have identified

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

Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into

our Business Combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified

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

into our Business Combination will not have all of these positive attributes.

If we complete our Business Combination with a target that

does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet

all of our general criteria and guidelines.

In addition, if we announce a prospective Business Combination with a target that does not

meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult

for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash.

In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or

other legal reasons, it may be more difficult for us to attain stockholder approval of our Business Combination if the target business

does not meet our general criteria and guidelines.

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

receive only approximately $10.00 per share on the liquidation of the Trust Account and our warrants will expire worthless.

circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.

See “—If

third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received

by stockholders may be less than $10.00 per share”

and other risk factors below.

We may seek Business

Combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings,

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

To the extent we complete

our Business Combination with a financially unstable business or an entity lacking an established record of revenues or earnings, we may

be affected by numerous risks inherent in the operations of the business with which we combine.

These risks include volatile revenues

or earnings and difficulties in obtaining and retaining key personnel.

Although our officers and directors will endeavor to evaluate the

risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors

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

Furthermore, some of these risks may be outside of our control and leave

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

We are not required

to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have

no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of

Unless we complete our Business

Combination with an affiliated entity or our Board cannot independently determine the fair market value of the target business or businesses,

we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent

accounting firm that the price we are paying is fair to the Company from a financial point of view.

If no opinion is obtained, our stockholders

will be relying on the judgment of our Board, who will determine fair market value based on standards generally accepted by the financial

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

We may issue additional

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

We may also issue shares of Class A Common Stock upon the conversion of the Class B Common Stock at a ratio greater than

one-to-one at the time of our Business Combination as a result of the anti-dilution provisions contained in our amended and restated certificate

of incorporation.

None of our officers or directors will indemnify us for

claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a

reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per 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, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor

asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its

indemnification obligations.

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

obligations to us, it is possible that our independent directors, in exercising their business judgment, and subject to their fiduciary duties, may choose not to do so in any particular instance if, for example, the cost of such legal action is

deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely.

If our independent directors choose not to enforce these indemnification

obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

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

However, our officers, directors and Nomura have

agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the Trust Account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be

satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate a Business Combination.

Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our

officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise

benefit us and our stockholders.

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

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy

petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our Board may be exposed to claims of punitive damages.

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

petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a

bankruptcy court could seek to recover all amounts received by our stockholders.

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

of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy

petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by

our stockholders in connection with our liquidation may be reduced.

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

petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the

claims of our stockholders.

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

Although we have identified general criteria and guidelines that we believe are important in evaluating

prospective target businesses, we may enter into our Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our Business Combination may not have attributes

entirely consistent with our general criteria and guidelines.

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

which we enter into our Business Combination will not have all of these positive attributes.

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

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

In addition, if we announce a prospective Business Combination with a target that does not meet our general criteria and guidelines, a greater number of

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

In addition, if stockholder

approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons (as is the case for the Proposed Business Combination), it may be more difficult for us to attain stockholder approval

of our Business Combination if the target business does not meet our general criteria and guidelines.

If we are unable to complete our Business Combination, our public stockholders may receive only approximately $10.20 per share on the liquidation

of the Trust Account and our warrants will expire worthless.

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

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

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

We may seek Business Combination opportunities with a financially unstable business or an entity lacking an

established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

To the extent we complete our Business Combination with a financially unstable business or an entity lacking an established record of revenues or

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

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

Although our officers and

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

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

We are not required to obtain an opinion from an independent investment banking firm or from an independent

accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our Business Combination with an affiliated entity or our Board cannot independently determine the fair market value of the

target business or businesses, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to the Company from a

financial point of view.

If no opinion is obtained (which is the case for the Proposed Business Combination), our stockholders will be relying on the judgment of our Board, who will determine fair market value based on standards generally accepted

by the financial community.

Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our Business Combination.

We may issue additional common stock or preferred stock to complete our Business Combination or under an

employee incentive plan after completion of our Business Combination.

We may also issue shares of Class A Common Stock upon the conversion of the Class B Common Stock at a ratio greater than one-to-one at the time of our Business Combination as a

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

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

Our amended and restated certificate

of incorporation authorizes the issuance of up to 100,000,000 shares of Class A Common Stock, par value $0.0001 per share, 10,000,000

shares of Class B Common Stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share.

the Public Offering and the Private Placement, there are 69,025,000 and 5,000,000 authorized but unissued shares of Class A Common Stock

and Class B Common Stock, respectively, available for issuance, which amount takes into account the shares of Class A Common Stock reserved

for issuance upon exercise of outstanding warrants but not the shares of Class A Common Stock issuable upon conversion of Class B Common

Our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A Common Stock, par value $0.0001

per share, 10,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share.

Following the Public Offering and the Private Placement, there were 69,025,000 and 5,000,000

authorized but unissued shares of Class A Common Stock and Class B Common Stock, respectively, available for issuance, which amount takes into account the shares of Class A Common Stock reserved for issuance upon exercise of outstanding warrants

but not the shares of Class A Common Stock issuable upon conversion of Class B Common Stock.

Following our Public Offering and our Private Placement, there are no shares of preferred stock issued and outstanding.

of our Class B Common Stock are convertible into shares of our Class A Common Stock initially at a one-for-one ratio but subject to adjustment

as set forth herein, including in certain circumstances in which we issue Class A Common Stock or equity-linked securities related to

Shares of our Class B Common Stock

are convertible into shares of our Class A Common Stock initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A Common Stock or equity-linked securities related to

our Business Combination.

These amounts exclude the issuance of forward purchase shares issuable pursuant to the Forward Purchase Agreement

at the time of the Business Combination.

We may issue a substantial

number of additional shares of common or preferred stock to complete our Business Combination (including pursuant to the Forward Purchase

Agreement) or under an employee incentive plan after completion of our Business Combination (although our amended and restated certificate

of incorporation provides that we may not issue securities that can vote with common stockholders on matters related to our pre-Business

Combination activity).

We may also issue shares of our Class A Common Stock upon conversion of our Class B Common Stock at a ratio greater

than one-to-one at the time of our Business Combination as a result of the anti-dilution provisions contained in our amended and restated

certificate of incorporation.

However, our amended and restated certificate of incorporation provides, among other things, that prior

to our Business Combination, we may not issue additional shares of Capital Stock that would entitle the holders thereof to (i) receive

funds from the Trust Account or (ii) vote on any Business Combination.

These amounts exclude the issuance of forward purchase shares issuable pursuant to the Forward Purchase Agreement at the time of the Business Combination.

We may issue a substantial number of additional shares of common or preferred stock to complete our Business Combination (including pursuant to the

Forward Purchase Agreement) or under an employee incentive plan after completion of our Business Combination (although our amended and restated certificate of incorporation provides that we may not issue securities that can vote with common

stockholders on matters related to our pre-Business Combination activity).

We may also issue shares of our Class A Common Stock upon conversion of our Class B Common Stock at a ratio greater than one-to-one at the time of our Business Combination

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

However, our amended and restated certificate of incorporation provides, among other things, that prior to our Business Combination, we

may not issue additional shares of Capital Stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any Business Combination.

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 the approval of our stockholders.

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 (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, unless we provide our public stockholders with the opportunity to redeem their shares of

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 (which interest shall be net of taxes payable), divided by the number of then outstanding public

The issuance of additional shares of common or

preferred stock:

However, 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 (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, unless

we provide our public stockholders with the opportunity to redeem their shares of 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

As a result of stockholder redemptions exercised in connection with this right upon a vote in January

2022 to extend the date by which the Company must consummate its initial business combination, 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.

The issuance of additional shares of common or preferred stock:

may significantly dilute the equity interest of investors in our Public Offering;

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

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

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

forwards, if any, and could result in the resignation or removal of our present officers and directors;

may adversely affect prevailing market prices for our units, Class A Common Stock and/or Public Warrants.

Resources could be wasted

in researching Business Combinations that are not completed, which could materially adversely affect subsequent attempts to locate and

acquire or merge with another business.

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

approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants

will expire worthless.

We anticipate that the investigation

of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments

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

decide not to complete a specific Business Combination, the costs incurred up to that point for the proposed transaction likely would

not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our Business

Combination for any number of reasons including those beyond our control.

Any such event will result in a loss to us of the related costs

incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

If we are unable

to complete our Business Combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our

Trust Account and our warrants will expire worthless.

Resources could be wasted in researching Business Combinations that are not completed, which could materially

adversely affect subsequent attempts to locate and acquire or merge with another business.

If we are unable to complete our Business Combination, our public stockholders may receive only approximately $10.20 per share, or less than such amount in

certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

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

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

If we decide not to complete a specific Business Combination, the costs incurred up to

that point for the proposed transaction likely would not be recoverable.

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

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

If we are unable to complete our Business

Combination, our public stockholders may receive only approximately $10.20 per share on the liquidation of our Trust Account and our warrants will expire worthless.

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

share on the redemption of their shares.

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

could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk

factors below.

Our ability to successfully

effect our Business Combination and to be successful thereafter will be totally dependent upon the efforts of our officers and directors,

some of whom may join us following our Business Combination.

The loss of officers and directors could negatively impact the operations

and profitability of our post-combination business.

Our ability to successfully

effect our Business Combination is dependent upon the efforts of our officers and directors.

The role of our officers and directors in

the target business, however, cannot presently be ascertained.

Although some of our officers and directors may remain with the target

business in senior management or advisory positions following our Business Combination, it is likely that some or all of the management

of the target business will remain in place.

While we intend to closely scrutinize any individuals we employ after our Business Combination,

we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements

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

such requirements.

In addition, the officers and directors of a Business Combination candidate may resign upon completion of our Business

The departure of a Business Combination target’s officers and directors could negatively impact the operations and

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

other risk factors below.

Our ability to successfully effect our Business Combination and to be successful thereafter will be totally

dependent upon the efforts of our officers and directors, some of whom may join us following our Business Combination.

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

Our ability to successfully effect our Business Combination is dependent upon the efforts of our officers and directors.

The role of our officers

and directors in the target business, however, cannot presently be ascertained.

Although some of our officers and directors may remain with the target business in senior management or advisory positions following our Business Combination, it is

likely that some or all of the management of the target business will remain in place.

While we intend to closely scrutinize any individuals we employ after our Business Combination, we cannot assure you that our assessment of these individuals

will prove to be correct.

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

addition, the officers and directors of a Business Combination candidate may resign upon completion of our Business Combination.

The departure of a Business Combination target’s officers and directors could negatively impact the operations and

profitability of our post-combination business.

The role of a Business Combination candidate’s officers and directors upon the completion

of our Business Combination cannot be ascertained at this time.

Although we contemplate that certain members of a Business Combination

candidate’s management team will remain associated with the Business Combination candidate following our Business Combination, it

is possible that members of the management of an Business Combination candidate will not wish to remain in place.

The loss of officers

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

We are dependent upon

our executive officers and directors and their departure could adversely affect our ability to operate.

Our operations are dependent

upon a relatively small group of individuals and, in particular, our executive officers and directors.

We believe that our success depends

on the continued service of our executive officers and directors, at least until we have completed our Business Combination.

have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers.

The unexpected loss

of the services of one or more of our directors or executive officers could have a detrimental effect on us.

Our officers and directors

may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination.

These agreements

may provide for them to receive compensation following our Business Combination and as a result, may cause them to have conflicts of interest

in determining whether a particular Business Combination is the most advantageous.

Our officers and directors

may be able to remain with the company after the completion of our Business Combination only if they are able to negotiate employment

or consulting agreements in connection with the Business Combination.

Such negotiations would take place simultaneously with the negotiation

of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities

for services they would render to us after the completion of the Business Combination.

The personal and financial interests of such individuals

may influence their motivation in identifying and selecting a target business.

However, we believe the ability of such individuals to

remain with us after the completion of our Business Combination will not be the determining factor in our decision as to whether or not

we will proceed with any potential Business Combination.

There is no certainty, however, that any of our officers and directors will remain

with us after the completion of our Business Combination.

We cannot assure you that any of our officers and directors will remain in senior

management or advisory positions with us.

The determination as to whether any of our officers and directors will remain with us will be

made at the time of our Business Combination.

We may have a limited

ability to assess the management of a prospective target business and, as a result, may affect our Business Combination with a target

business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively

impact the value of our stockholders’

investment in us.

When evaluating the desirability

of effecting our Business Combination with a prospective target business, our ability to assess the target business’s management

may be limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target’s management, therefore,

may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target’s

management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability

of the post-combination business may be negatively impacted.

Accordingly, any stockholders who choose to remain stockholders following

the Business Combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such

reduction in value.

Our officers and directors

will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote

to our affairs.

The role of a Business Combination candidate’s officers and directors upon the completion of our Business Combination cannot be ascertained at this time.

Although we contemplate that certain members

of a Business Combination candidate’s management team will remain associated with the Business Combination candidate following our Business Combination, it is possible that members of the management of an Business Combination candidate will not

wish to remain in place.

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

We are dependent upon our executive officers and directors and their departure could adversely affect our

ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors.

We believe that

our success depends on the continued service of our executive officers and directors, at least until we have completed our Business Combination.

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

or executive officers.

The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

Our officers and directors may negotiate employment or consulting agreements with a target business in

connection with a particular Business Combination.

These agreements may provide for them to receive compensation following our Business Combination and as a result, may cause them to have conflicts of interest in determining whether a particular

Business Combination is the most advantageous.

Our officers and directors may be able to remain with the company after the completion of our Business Combination only if they are able to

negotiate employment or consulting agreements in connection with the Business Combination.

Such negotiations would take place simultaneously with the negotiation of the Business Combination and could provide for such individuals to receive

compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the Business Combination.

The personal and financial interests of such individuals may influence their motivation in

identifying and selecting a target business.

However, we believe the ability of such individuals to remain with us after the completion of our Business Combination will not be the determining factor in our decision as to whether or not we will

proceed with any potential Business Combination.

There is no certainty, however, that any of our officers and directors will remain with us after the completion of our Business Combination.

We cannot assure you that any of our officers and

directors will remain in senior management or advisory positions with us.

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

We may have a limited ability to assess the management of a prospective target business and, as a result, may

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

When evaluating the desirability of effecting our Business Combination with a prospective target business, our ability to assess the target

business’s management may be limited due to a lack of time, resources or information.

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

abilities we suspected.

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

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

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

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest

in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our Business Combination.

Our officers and directors

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

time between our operations and our search for a Business Combination and their other businesses.

We do not intend to have any full-time

employees prior to the completion of our Business Combination.

Each of our officers is engaged in other business endeavors for which he

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

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

If our officers’

and directors’

other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels,

it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our Business Combination.

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

similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining

to which entity a particular business opportunity should be presented.

Until we consummate our Business

Combination, we intend to engage in the business of identifying and combining with one or more businesses.

Our Sponsor and officers and

directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged

in a similar business.

Ophir Sternberg, our Chairman, President and Chief Executive Officer, and Paul Rapisarda, our Chief Financial Officer,

each hold the same positions at Lionheart III Corp and Lionheart IV Corp, special purpose acquisition companies affiliated with our Sponsor.

Steven Berrard and Roger Meltzer, two of our directors, are expected to serve as directors of each of Lionheart III Corp and Lionheart

IV Corp upon the completion of their respective public offerings.

Our officers and directors

also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe

certain fiduciary or contractual duties.

Accordingly, they may have

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

These conflicts may not be

resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

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,

and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

For a complete discussion

of our officers’

and directors’

business affiliations and the potential conflicts of interest that you should be aware of,

please see “Item 10.

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

We may engage in a Business

Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers,

directors or existing holders which may raise potential conflicts of interest.

In light of the involvement of our Sponsor, officers and directors

with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, officers or directors.

Our directors

also serve as officers and board members for other entities, including, without limitation, those described in “Item 10.

Executive Officers and Corporate Governance—Conflicts of Interest.”

Such entities may compete with us for Business Combination

opportunities.

Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our Business

Combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a Business Combination

with any such affiliated entity or entities.

Although we will not be specifically focusing on, or targeting, any transaction with any

affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a Business Combination

as set forth in the section of this Amendment entitled “Proposed Business—Selection of a Target Business and Structuring of

our Initial Business Combination”

and such transaction was approved by a majority of our disinterested directors.

Despite our agreement

to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, regarding

the fairness to our stockholders from a financial point of view of a Business Combination with one or more domestic or international businesses

affiliated with our officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms

of the Business Combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

our Sponsor, officers and directors will lose their entire investment in us if our Business Combination is not completed, a conflict

of interest may arise in determining whether a particular Business Combination target is appropriate for our Business Combination.

In January 2020, our Sponsor

purchased an aggregate of 5,000,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.005 per share.

Subsequently,

in February 2020, we declared a dividend of 0.15 share for each outstanding share, resulting in 5,750,000 Founder Shares issued and outstanding.

In July 2020, our Sponsor sold 82,500 Founder Shares to Nomura for a purchase price of approximately $0.005 per share.

The number of Founder

Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares after the

Public Offering (excluding the private shares).

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

allocating their time between our operations and our search for a Business Combination and their other businesses.

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

Each of our officers is engaged

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

Our independent directors may also serve as officers or

board members for other entities.

If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to

our affairs which may have a negative impact on our ability to complete our Business Combination.

Certain of our officers and directors are now, and all of them may in the future become, affiliated with

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

Until we consummate our Business Combination, we intend to engage in the business of identifying and combining with one or more businesses.

Sponsor and officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business.

Ophir Sternberg, our Chairman, President and Chief Executive

Officer, and Paul Rapisarda, our Chief Financial Officer, each hold the same positions at Lionheart III Corp and Lionheart IV Corp, special purpose acquisition companies affiliated with our Sponsor.

James Anderson, Thomas Byrne, Thomas Hawkins and

Roger Meltzer, four of our directors, additionally serve as directors of Lionheart III Corp and Lionheart IV Corp.

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

which they owe certain fiduciary or contractual duties.

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

conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

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

corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

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

please see “Item 10.

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

We may engage in a Business Combination with one or more target businesses that have relationships with

entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

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

with our Sponsor, officers or directors.

Our directors also serve as officers and board members for other entities, including, without limitation, those described in “Item 10.

Directors, Executive Officers and Corporate Governance—Conflicts of

Interest.” Such entities may compete with us for Business Combination opportunities.

Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our Business Combination with any entities with which

they are affiliated, and there have been no preliminary discussions concerning a Business Combination with any such affiliated entity or entities.

Although we will not be specifically focusing on, or targeting, any transaction with any affiliated

entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a Business Combination as set forth in the section of this Annual Report entitled “Proposed Business—Selection of a Target Business and

Structuring of our Initial Business Combination” and such transaction was approved by a majority of our disinterested directors.

Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA or

from an independent accounting firm, regarding the fairness to our stockholders from a financial point of view of a Business Combination with one or more domestic or international businesses affiliated with our officers, directors or existing

holders, potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

Since our Sponsor, officers and directors will lose their entire investment in us if our Business Combination

is not completed, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our Business Combination.

In January 2020, our Sponsor purchased an aggregate of 5,000,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.005

Subsequently, in February 2020, we declared a dividend of 0.15 share for each outstanding share, resulting in 5,750,000 Founder Shares issued and outstanding.

In July 2020, our Sponsor sold 82,500 Founder Shares to Nomura for a purchase

price of approximately $0.005 per share.

The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares after the Public Offering (excluding the private shares).

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

addition, our Sponsor and Nomura purchased an aggregate of 650,000 Private Units in our Private Placement, at $10.00 per unit, among which

595,000 units were purchased by our Sponsor and 55,000 units were purchased by Nomura.

Holders of Founder Shares have agreed (A) to vote

any shares owned by them in favor of any proposed Business Combination and (B) not to redeem any Founder Shares in connection with a stockholder

vote to approve a proposed Business Combination.

In addition, we may obtain loans from our Sponsor, affiliates of our Sponsor or an officer

The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting

a target Business Combination, completing a Business Combination and influencing the operation of the business following the Business

We may only be able

to complete one Business Combination with the proceeds from the Public Offering, the Private Placement and the Forward Purchase Agreement

received by us, which will cause us to be solely dependent on a single business which may have a limited number of services and limited

operating activities.

This lack of diversification may negatively impact our operating results and profitability.

Of the net proceeds from our

Public Offering and our Private Placement, $230,000,000 will be available to complete our Business Combination and pay related fees and

expenses (which includes $8.05 million for the payment of deferred underwriting commissions).

In addition, Nomura has entered into 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.

We may effectuate our Business Combination with a single target

business or multiple target businesses simultaneously or within a short period of time.

However, we may not be able to effectuate our

Business Combination with more than one target business because of various factors, including the existence of complex accounting issues

and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial

condition of several target businesses as if they had been operated on a combined basis.

By completing our Business Ccombination with

only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments.

we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other

entities which may have the resources to complete several Business Ccombinations in different industries or different areas of a single

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

Accordingly, the prospects for our success may

In addition, our Sponsor and Nomura purchased an aggregate of 650,000 Private Units in our Private Placement, at $10.00 per unit, among which 595,000 units were

purchased by our Sponsor and 55,000 units were purchased by Nomura.

Holders of Founder Shares have agreed (A) to vote any shares owned by them in favor of any proposed Business Combination and (B) not to redeem any Founder Shares in connection with

a stockholder vote to approve a proposed Business Combination.

In addition, we may obtain loans from our Sponsor, affiliates of our Sponsor or an officer or director.

The personal and financial interests of our officers and directors may influence

their motivation in identifying and selecting a target Business Combination, completing a Business Combination and influencing the operation of the business following the Business Combination.

We may only be able to complete one Business Combination with the proceeds from the Public Offering, the

Private Placement and the Forward Purchase Agreement received by us, which will cause us to be solely dependent on a single business which may have a limited number of services and limited operating activities.

This lack of diversification may

negatively impact our operating results and profitability.

Of the net proceeds from our Public Offering and our Private Placement, $230.0 million was initially available to complete our Business Combination

and pay related fees and expenses (which includes $8.05 million for the payment of deferred underwriting commissions).

As a result of stockholder redemptions exercised in connection with a vote in January 2022 to

extend the date by which the Company must consummate its initial business combination, 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.

In addition, Nomura has entered into 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.

We may effectuate our Business Combination with a

single target business or multiple target businesses simultaneously or within a short period of time.

However, we may not be able to effectuate our Business Combination with more than one target business because of various factors, including the

existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on

a combined basis.

By completing our Business Combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our operations

or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several Business Combinations in different industries or different areas of a single industry.

In addition, we

intend to focus our search for a Business Combination in a single industry.

Accordingly, the prospects for our success may be:

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

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

This lack of diversification

may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon

the particular industry in which we may operate subsequent to our Business Combination.

We may attempt to simultaneously

complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our Business Combination and

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

If we determine to simultaneously

acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its

business is contingent on the simultaneous closings of the other Business Combinations, which may make it more difficult for us, and delay

our ability, to complete our Business Combination.

We do not, however, intend to purchase multiple businesses in unrelated industries

in conjunction with our Business Combination.

With multiple Business Combinations, we could also face additional risks, including additional

burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and

the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies

in a single operating business.

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

of operations.

In order to effectuate

a Business Combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing

instruments, including their warrant agreements.

We cannot assure you that we will not seek to amend our amended and restated certificate

of incorporation or governing instruments in a manner that will make it easier for us to complete our Business Combination that our stockholders

may not support.

In order to effectuate a Business

Combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments,

including their warrant agreements.

For example, blank check companies have amended the definition of “business combination,”

increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants,

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

Amending our amended and restated

certificate of incorporation will require the approval of holders of 65% of our common stock, and amending our Warrant Agreement will

require a vote of holders of at least 65% of the outstanding warrants.

In addition, our amended and restated certificate of incorporation

requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment

to 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.

To the extent any such amendments would be deemed to fundamentally change the nature of any

securities offered in the Public Offering, we would register, or seek an exemption from registration for, the affected securities.

cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate a Business Combination

in order to effectuate our Business Combination.

The provisions of our

amended and restated certificate of incorporation that relate to our pre-Business Combination activity (and corresponding provisions of

the agreement governing the release of funds from our Trust Account), including an amendment to permit us to withdraw funds from the Trust

Account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated,

may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank

check companies.

It may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the Trust Agreement

to facilitate the completion of a Business Combination that some of our stockholders may not support.

Our amended and restated certificate

of incorporation provides that any of its provisions related to pre-Business Combination activity (including the requirement to deposit

proceeds of our Public Offering and the private placement of warrants into the Trust Account and not release such amounts except in specified

circumstances, and to provide redemption rights to public stockholders as described herein and including to permit us to withdraw funds

from the Trust Account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced

or eliminated) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions

of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our common

stock entitled to vote thereon.

In all other instances, our amended and restated certificate of incorporation may be amended by holders

of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock

exchange rules.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial

adverse impact upon the particular industry in which we may operate subsequent to our Business Combination.

We may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may

hinder our ability to complete our Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree

that our purchase of its business is contingent on the simultaneous closings of the other Business Combinations, which may make it more difficult for us, and delay our ability, to complete our Business Combination.

We do not, however, intend to

purchase multiple businesses in unrelated industries in conjunction with our Business Combination.

With multiple Business Combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple

negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

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

In order to effectuate a Business Combination, blank check companies have, in the recent past, amended

various provisions of their charters and other governing instruments, including their warrant agreements.

We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner

that will make it easier for us to complete our Business Combination that our stockholders may not support.

In order to effectuate a Business Combination, blank check companies have, in the recent past, amended various provisions of their charters and

modified governing instruments, including their warrant agreements.

For example, blank check companies have amended the definition of “business combination,” increased redemption thresholds and extended the time to consummate an initial business

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

Amending our amended and restated certificate of incorporation will require the approval of

holders of 65% of our common stock, and amending our Warrant Agreement will require a vote of holders of at least 65% of the outstanding warrants.

In addition, our amended and restated certificate of incorporation requires us to provide our public

stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to 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.

As a result of stockholder redemptions exercised in connection with this right upon a vote in January 2022 to extend the date by which the Company

must consummate its initial business combination, 10,946,369 shares of our Class A Common Stock were redeemed, resulting in approximately $109,469,789 being removed from the Company’s trust account to pay such stockholders.

To the extent

any such amendments would be deemed to fundamentally change the nature of any securities offered in the Public Offering, we would register, or seek an exemption from registration for, the affected securities.

We cannot assure you that we will not

seek to amend our charter or governing instruments or extend the time to consummate a Business Combination in order to effectuate our Business Combination.

The provisions of our amended and restated certificate of incorporation that relate to our pre-Business

Combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account), including an amendment to permit us to withdraw funds from the Trust Account such that the per share amount investors will

receive upon any redemption or liquidation is substantially reduced or eliminated, may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies.

easier for us, therefore, to amend our amended and restated certificate of incorporation and the Trust Agreement to facilitate the completion of a Business Combination that some of our stockholders may not support.

Our amended and restated certificate of incorporation provides that any of its provisions related to pre-Business Combination activity (including

the requirement to deposit proceeds of our Public Offering and the private placement of warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as

described herein and including to permit us to withdraw funds from the Trust Account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by

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

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

stock exchange rules.

We may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation.

Our Sponsor, officers, directors, and Nomura, who collectively beneficially own 19.86% of our common stock following the closing of the

Public Offering (including the private shares), will participate in any vote to amend our amended and restated certificate of incorporation

and/or Trust Agreement and will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions

of our amended and restated certificate of incorporation which govern our pre-Business Combination behavior more easily than some other

blank check companies, and this may increase our ability to complete a Business Combination with which you do not agree.

Our stockholders

may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

Our Sponsor, officers and

directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate

of incorporation (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 Business Combination within

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

rights or pre-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,

divided by the number of then outstanding public shares.

These agreements are contained in the Letter Agreement that we have entered into

with our Sponsor, officers and directors.

Our stockholders are not parties to, or third-party beneficiaries of, these agreements and,

as a result, will not have the ability to pursue remedies against our Sponsor, officers or directors for any breach of these agreements.

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

In evaluating a prospective

target business for our Business Combination, our management may rely on the availability of all of the funds that we may receive from

the sale of the forward purchase shares to be used as part of the consideration to the sellers in the Business Combination.

of some or all of the forward purchase shares fails to close, we may lack sufficient funds to consummate our Business Combination.

We have entered into the Forward

Purchase Agreement with Nomura 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

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 obligations under the Forward Purchase Agreement are not affected

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

However, if the sale of the forward purchase shares

does not close by reason of (i) the failure of a condition or contingency or (ii) Nomura’s failure to fund the purchase price for

the forward purchase shares, either because they determine that it would constitute a conflict of interest, because they lack sufficient

funds or because they determine that it is not in their best interest to fund the purchase price for any reason whatsoever, we may lack

sufficient funds to consummate our Business Combination, or we may need to seek alternative financing.

In the event of any such failure

to fund by Nomura, we may not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all.

have not obligated Nomura to reserve funds to satisfy its obligations under the Forward Purchase Agreement.

Nomura has the right

to excuse itself from its obligation to purchase the forward purchase shares for any reason.

Pursuant to the Forward Purchase

Agreement with Nomura, if, upon notification of our intention to enter into a Business Combination, Nomura decides not to purchase forward

purchase shares for any reason, including, without limitation, if it has determined that such purchase would constitute a conflict of

interest, it will be excused from its obligation to purchase such forward purchase shares.

This excusal right could give Nomura significant

influence over our decision of whether or not to proceed with a Business Combination with a particular target business.

We may not be

able to obtain any or enough additional funds to account for such shortfall, which may impact our ability to consummate a Business Combination.

If we effect our Business

Combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional

risks that may negatively impact our operations.

If we effect our Business

Combination with a company with operations or opportunities outside of the United States, we would be subject to any special considerations

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

Our Sponsor, officers, directors, and Nomura, who collectively beneficially own 19.86% of our common

stock following the closing of the Public Offering (including the private shares), will participate in any vote to amend our amended and restated certificate of incorporation and/or Trust Agreement and will have the discretion to vote in any manner

As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern our pre-Business Combination behavior more easily than some other blank check companies, and this may increase

our ability to complete a Business Combination with which you do not agree.

Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

Our Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended

and restated certificate of incorporation (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 Business Combination within 18 months from the IPO Closing Date or (ii) with respect to any other provision relating to stockholders’ rights or pre-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, divided by the number of then outstanding

public shares.

These agreements are contained in the Letter Agreement that we have entered into with our Sponsor, officers and directors.

Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will

not have the ability to pursue remedies against our Sponsor, officers or directors for any breach of these agreements.

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

applicable law.

In evaluating a prospective target business for our Business Combination, our management may rely on the

availability of all of the funds that we may receive from the sale of the forward purchase shares to be used as part of the consideration to the sellers in the Business Combination.

If the sale of some or all of the forward purchase shares fails to

close, we may lack sufficient funds to consummate our Business Combination.

We have entered into the Forward Purchase Agreement with Nomura 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

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.

However, if the sale of the forward purchase shares does not close by reason of

(i) the failure of a condition or contingency or (ii) Nomura’s failure to fund the purchase price for the forward purchase shares, either because they determine that it would constitute a conflict of interest, because they lack sufficient funds or

because they determine that it is not in their best interest to fund the purchase price for any reason whatsoever, we may lack sufficient funds to consummate our Business Combination, or we may need to seek alternative financing.

In the event of

any such failure to fund by Nomura, we may not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all.

We have not obligated Nomura to reserve funds to satisfy its obligations under the Forward Purchase

Nomura has the right to excuse itself from its obligation to purchase the forward purchase shares for any

Pursuant to the Forward Purchase Agreement with Nomura, if, upon notification of our intention to enter into a Business Combination, Nomura decides

not to purchase forward purchase shares for any reason, including, without limitation, if it has determined that such purchase would constitute a conflict of interest, it will be excused from its obligation to purchase such forward purchase shares.

This excusal right could give Nomura significant influence over our decision of whether or not to proceed with a Business Combination with a particular target business.

We may not be able to obtain any or enough additional funds to account for such

shortfall, which may impact our ability to consummate a Business Combination.

If we effect our Business Combination with a company with operations or opportunities outside of the United

States, we would be subject to a variety of additional risks that may negatively impact our operations.

If we effect our Business Combination with a company with operations or opportunities outside of the United States, we would be subject to any

special considerations or risks associated with companies operating in an international setting, including any of the following:

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

14 unchanged sentences

government appropriations of assets.

We may not be able to adequately

address these additional risks.

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

and financial condition.

We may face risks related to businesses

in the PropTech sector.

Business Combinations with

businesses in the PropTech sector entail special considerations and risks.

If we are successful in completing a Business Combination with

such a target business, we may be subject to, and possibly adversely affected by, the following risks:

the markets we may serve may be subject to general economic conditions and cyclical demand, which could lead to significant shifts in our results of operations from quarter to quarter that make it difficult to project long-term performance;

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

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

our results of operations and financial condition.

We may face risks related to businesses in the PropTech sector.

Business Combinations with businesses in the PropTech sector entail special considerations and risks.

If we are successful in completing a Business

Combination with such a target business, we may be subject to, and possibly adversely affected by, the following risks:

the markets we may serve may be subject to general economic conditions and cyclical demand, which could lead to significant shifts in our results of operations from quarter to quarter

that make it difficult to project long-term performance;

we may be unable to attract or retain customers;

1 unchanged sentence

we may face competition and consolidation of the specific sector of the industry within which the target business operates;

we may be subject to volatility in costs for strategic raw material and energy commodities (such as natural gas, including exports of material quantities of natural gas from the United States) or disruption in the supply of these commodities could adversely affect our financial results;

we may be unable to obtain necessary insurance coverage for the target business’

we may incur additional expenses and delays due to technical problems, labor problems (including union disruptions) or other interruptions at our manufacturing facilities after our initial business combination;

we may be subject to volatility in costs for strategic raw material and energy commodities (such as natural gas, including exports of material quantities of natural gas from the United

States) or disruption in the supply of these commodities could adversely affect our financial results;

we may be unable to obtain necessary insurance coverage for the target business’ operations;

we may incur additional expenses and delays due to technical problems, labor problems (including union disruptions) or other interruptions at our manufacturing facilities after our

initial business combination;

we may experience work-related accidents that may expose us to liability claims;

our manufacturing processes and products may not comply with applicable statutory and regulatory requirements, or if we manufacture products containing design or manufacturing defects, demand for our products may decline and we may be subject to liability claims;

we may be liable for damages based on product liability claims, and we may also be exposed to potential indemnity claims from customers for losses due to our work or if our employees are injured performing services;

our manufacturing processes and products may not comply with applicable statutory and regulatory requirements, or if we manufacture products containing design or manufacturing defects,

demand for our products may decline and we may be subject to liability claims;

we may be liable for damages based on product liability claims, and we may also be exposed to potential indemnity claims from customers for losses due to our work or if our employees are

injured performing services;

our products may be subject to warranty claims, and our business reputation may be damaged and we may incur significant costs as a result;

1 unchanged sentence

our products and manufacturing processes will be subject to technological change;

we may be subject to increased government regulations, including with respect to, among other matters, increased environmental regulation and worker safety regulation, and the costs of compliance with such regulations;

we may be subject to increased government regulations, including with respect to, among other matters, increased environmental regulation and worker safety regulation, and the costs of

compliance with such regulations;

the failure of our customers to pay the amounts owed to us in a timely manner.

Any of the foregoing could have an adverse impact

on our operations following a Business Combination.

However, our efforts in identifying prospective target businesses will not be limited

to the PropTech sector.

Accordingly, if we acquire a target business in another industry, these risks we will be subject to risks attendant

with the specific industry in which we operate or target business which we acquire, which may or may not be different than those risks

listed above.

Any of the foregoing could have an adverse impact on our operations following a Business Combination.

However, our efforts in identifying

prospective target businesses will not be limited to the PropTech sector.

Accordingly, if we acquire a target business in another industry (such as the MSP Purchased Companies in the Proposed Business Combination), these risks we will be subject to

risks attendant with the specific industry in which we operate or target business which we acquire, which may or may not be different than those risks listed above.

Risks Relating to our Securities

You will not be entitled

to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of

our Public Offering and our Private Placement are intended to be used to complete a Business Combination with a target business that

has not been identified, we may be deemed to be a “blank check”

company under the United States securities laws.

because we have net tangible assets in excess of $5,000,000 following our Public Offering and our Private Placement and have filed a

Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC

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

Accordingly, investors will

not be afforded the benefits or protections of those rules.

Among other things, this means our units will be immediately tradable and

we may have a longer period of time to complete our Business Combination than do companies subject to Rule 419.

Moreover, if our Public

Offering had been subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account

to us unless and until the funds in the Trust Account were released to us in connection with our completion of a Business Combination.

If we seek stockholder

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

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

excess of 15% of our Class A Common Stock.

If we seek stockholder approval

of our Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the tender offer

rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder

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

(as defined under Section 13 of the Exchange

Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Public

Offering without our prior consent, which we refer to as the “Excess Shares.”

However, we would not be restricting our stockholders’

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

Your inability to redeem the Excess

Shares will reduce your influence over our ability to complete our Business Combination and you could suffer a material loss on your investment

in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect

to the Excess Shares if we complete our Business Combination.

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

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

Because of our limited

resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our Business

If we are unable to complete our Business Combination, our public stockholders may receive only approximately $10.00 per

share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless.

We expect to encounter intense

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

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

of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,

acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess greater technical,

human and other resources or more industry knowledge than we do, and our financial resources will be relatively limited when contrasted

with those of many of these competitors.

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

proceeds of the Public Offering and the Private Placement, our ability to compete with respect to the acquisition of certain target businesses

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

This inherent competitive limitation gives others an advantage

in pursuing the acquisition of certain target businesses.

Furthermore, because we are obligated to pay cash for the shares of Class A

Common Stock which our public stockholders redeem in connection with our Business Combination, target companies will be aware that this

may reduce the resources available to us for our Business Combination.

This may place us at a competitive disadvantage in successfully

negotiating a Business Combination.

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

$10.00 per share on the liquidation of our Trust Account and our warrants will expire worthless.

In certain circumstances, our public

stockholders may receive less than $10.00 per share upon our liquidation.

See “—If third parties bring claims against us,

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

$10.00 per share”

and other risk factors below.

proceeds of our Public Offering and the sale of the Private Units not being held in the Trust Account are insufficient to allow us

to operate for at least the next 18 months, we may be unable to complete our Business Combination, in which case our public

stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire

The funds available to us

outside of the Trust Account may not be sufficient to allow us to operate for at least the next 18 months, assuming that our Business

Combination is not completed during that time.

We believe that, following the Public Offering and the Private Placement, the funds available

to us outside of the Trust Account will be sufficient to allow us to operate for at least the next 18 months;

however, we cannot assure

you that our estimate is accurate.

Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants

to assist us with our search for a target business.

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

provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping”

for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed Business

Combination, although we do not have any current intention to do so.

If we entered into a letter of intent or merger agreement where we

paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result

of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a

target business.

If we are unable to complete our Business Combination, our public stockholders may receive only approximately $10.00

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

In certain circumstances, our public stockholders

may receive less than $10.00 per share upon our liquidation.

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

held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors below.

Our search for a Business

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

by the COVID-19 outbreak and the status of debt and equity markets.

The outbreak of the COVID-19

pandemic has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide.

be unable to complete a Business Combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings

with potential investors, if the target company’s personnel, vendors and service providers are unavailable to negotiate and consummate

a transaction in a timely manner, or if COVID-19 causes a prolonged economic downturn.

The extent to which COVID-19 impacts our search

for a Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information

which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions

posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination,

or the operations of a target business with which we ultimately consummate a Business Combination, may be materially adversely affected.

In addition, our ability to

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

and other events.

We may not hold an annual

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

to elect directors.

In accordance with Nasdaq’s

corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year

end following our listing on Nasdaq.

Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders

for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a

We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our Business Combination,

and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.

Therefore, if our stockholders

want us to hold an annual meeting prior to the consummation of our Business Combination, they may attempt to force us to hold one by submitting

an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

are not registering the shares of Class A Common Stock issuable upon exercise of the warrants under the Securities Act or any

state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus

precluding such investor from being able to exercise its warrants except on a cashless basis.

If the issuance of the shares upon

exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will

not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

We are not registering the shares of Class A Common Stock issuable

upon exercise of the warrants under the Securities Act or any state securities laws at this time.

However, under the terms of the warrant

agreement (the “

Warrant Agreement ”) with our transfer agent, we have agreed that as soon as practicable, but

in no event later than 30 days after the closing of our Business Combination, we will use our best efforts to file with the SEC a registration

statement for the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the

warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following the closing

of our Business Combination and to maintain a current prospectus relating to the Class A Common Stock issuable upon exercise of the warrants,

until the expiration of the warrants in accordance with the provisions of the Warrant Agreement.

We cannot assure you that we will be

able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration

statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC

issues a stop order.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be

required to permit holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable for cash or on a cashless

basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares

upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration

is available.

Notwithstanding the foregoing, if a registration statement covering the Class A Common Stock issuable upon exercise of the

warrants is not effective within a specified period following the consummation of our Business Combination, warrantholders may, until

such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration

statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided

that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their

warrants on a cashless basis.

In no event will we be required to net cash settle any warrant, or issue securities or other compensation

in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable

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

Since the net proceeds of our Public Offering and our Private Placement are intended to be used to complete a Business Combination with a target

business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws.

However, because we have net tangible assets in excess of $5,000,000 following our Public Offering and our Private

Placement and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

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

Among other things, this means our units will be immediately

tradable and we may have a longer period of time to complete our Business Combination than do companies subject to Rule 419.

Moreover, if our Public Offering had been subject to Rule 419, that rule would prohibit the release of any interest earned

on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of a Business Combination.

If we seek stockholder approval of our Business Combination and we do not conduct redemptions pursuant to the

tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A Common Stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A Common Stock.

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

to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Public Offering without our prior consent, which we refer to as the “Excess

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

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

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

Additionally, you will not receive redemption distributions with respect to the Excess

Shares if we complete our Business Combination.

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

Because of our limited resources and the significant competition for Business Combination opportunities, it

may be more difficult for us to complete our Business Combination.

If we are unable to complete our Business Combination, our public stockholders may receive only approximately $10.20 per share on our redemption of our public shares, or less than

such amount in certain circumstances, and our warrants will expire worthless.

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

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

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

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

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

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

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

the Private Placement, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage in

pursuing the acquisition of certain target businesses.

Furthermore, because we are obligated to pay cash for the shares of Class A Common Stock which our public stockholders redeem in connection with our Business Combination, target companies will

be aware that this may reduce the resources available to us for our Business Combination.

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

If we are unable to complete our Business Combination, our

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

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

If the net proceeds of our Public Offering and the sale of the Private Units not being held in the Trust

Account are insufficient to allow us to operate until 24 months after the IPO Closing Date, we may be unable to complete our Business Combination, in which case our public stockholders may only receive $10.20 per share, or less than such amount in

certain circumstances, and our warrants will expire worthless.

The funds available to us outside of the Trust Account may not be sufficient to allow us to operate for 24 months following the IPO Closing Date,

assuming that our Business Combination is not completed during that time.

We believe that the funds available to us outside of the Trust Account will be sufficient to allow us to operate for at least 24 months following the IPO Closing Date;

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

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

We could also use a

portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable

to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so and no such provision is included in the MIPA related to the Proposed Business Combination.

If we entered

into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have

sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are unable to complete our Business Combination, our public stockholders may receive only approximately $10.20 per share on the

liquidation of our Trust Account and our warrants will expire worthless.

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

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

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

Our search for a Business Combination, and any target business with which we ultimately consummate a Business

Combination, including the Proposed Business Combination, may be materially adversely affected by the COVID-19 outbreak and the status of debt and equity markets.

The outbreak of the COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected the economies and financial markets

We may be unable to complete a Business Combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors, if the target company’s personnel, vendors and service providers

are unavailable to negotiate and consummate a transaction in a timely manner, or if COVID-19 causes a prolonged economic downturn.

The extent to which COVID-19 impacts our search for a Business Combination will depend on future developments, which

are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other

matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target business with which we ultimately consummate a Business Combination, may be materially adversely

In addition, our ability to consummate a Business Combination may be dependent on the ability to raise equity and debt financing which may be

impacted by COVID-19 and other events.

We may not hold an annual meeting of stockholders until after the consummation of our Business Combination,

which could delay the opportunity for our stockholders to elect directors.

In accordance with Nasdaq’s corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our

first fiscal year end following our listing on Nasdaq.

Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election

is made by written consent in lieu of such a meeting.

We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our Business Combination, and thus we may not be in compliance with Section 211(b) of the

DGCL, which requires an annual meeting.

Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our Business Combination, they may attempt to force us to hold one by submitting an application to the Delaware

Court of Chancery in accordance with Section 211(c) of the DGCL.

We are not registering the shares of Class A Common Stock issuable upon exercise of the warrants under the

Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis.

the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire

We are not registering the shares of Class A Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities

laws at this time.

However, under the terms of the warrant agreement (the “ Warrant Agreement ”) with our transfer agent, we have agreed that as soon as practicable, but in no event later

than 30 days after the closing of our Business Combination, we will use our best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the

warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following the closing of our Business Combination and to maintain a current prospectus relating to the Class A Common Stock issuable

upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the Warrant Agreement.

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

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

If the shares issuable

upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable for cash or on a cashless basis, and we will

not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption

from registration is available.

Notwithstanding the foregoing, if a registration statement covering the Class A Common Stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our

Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis

pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless

In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable

state securities laws and there is no exemption available.

If the issuance of the shares upon exercise of the warrants is not so registered

or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and

such warrant may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of units

will have paid the full unit purchase price solely for the shares of Class A Common Stock included in the units.

If and when the warrants

become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants

is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or

qualification.

We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of those states

in which the warrants were offered by us in the Public Offering.

However, there may be instances in which holders of our Public Warrants

may be unable to exercise such Public Warrants but holders of our Private Warrants may be able to exercise such Private Warrants.

The grant of registration rights to our initial stockholders may make

it more difficult to complete our Business Combination, and the future exercise of such rights may adversely affect the market price of

our Class A Common Stock.

Pursuant to an agreement to be entered into concurrently with the issuance

and sale of the securities in the Public Offering, our initial stockholders and their permitted transferees can demand that we register

the Private Units, the private shares, the Private Warrants, the shares of Class A Common Stock issuable upon exercise of the Private

Warrants or upon conversion of the Founder Shares and the securities issuable pursuant to the Forward Purchase Agreement held, or to be

held, by them and holders of units that may be issued upon conversion of working capital loans and the shares of Class A Common Stock

and warrants included in such units may demand that we register such units, warrants or the Class A Common Stock issuable upon exercise

of such warrants.

If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled

to exercise such warrant and such warrant may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A Common

Stock included in the units.

If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under

applicable state blue sky laws or we are unable to effect such registration or qualification.

We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of those states in which the warrants were offered

by us in the Public Offering.

However, there may be instances in which holders of our Public Warrants may be unable to exercise such Public Warrants but holders of our Private Warrants may be able to exercise such Private Warrants.

The grant of registration rights to our initial stockholders may make it more difficult to complete our

Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A Common Stock.

Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in the Public Offering, our initial

stockholders and their permitted transferees can demand that we register the Private Units, the private shares, the Private Warrants, the shares of Class A Common Stock issuable upon exercise of the Private Warrants or upon conversion of the

Founder Shares and the securities issuable pursuant to the Forward Purchase Agreement held, or to be held, by them and holders of units that may be issued upon conversion of working capital loans and the shares of Class A Common Stock and warrants

included in such units may demand that we register such units, warrants or the Class A Common Stock issuable upon exercise of such warrants.

We will bear the cost of registering these securities.

The registration and availability of such a significant number

of securities for trading in the public market may have an adverse effect on the market price of our Class A Common Stock.

the existence of the registration rights may make our Business Combination more costly or difficult to conclude.

This is because the stockholders

of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the

negative impact on the market price of our Class A Common Stock that is expected when the securities owned by our initial stockholders

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

Because we are neither

limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which

to pursue our Business Combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

We will seek to complete a Business Combination with an operating company

in any sector in the United States (which may include a company based in the United States which has operations or opportunities outside

the United States), except that we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our

Business Combination with another blank check company or similar company with nominal operations.

Because we have not yet selected any

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

target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we complete

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

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

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

Although our officers and

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

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

Furthermore, some of these

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

a target business.

We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than

a direct investment, if such opportunity were available, in a Business Combination target.

Accordingly, any stockholders who choose to

remain stockholders following our Business Combination could suffer a reduction in the value of their securities.

Such stockholders are

unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach

by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private

claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Business Combination

contained an actionable material misstatement or material omission.

may delist our securities from trading on its exchange, which could limit investors’

ability to make transactions in our

securities and subject us to additional trading restrictions.

Our Public Units are listed on Nasdaq, and the shares of our Class

A Common Stock and Public Warrants underlying such units are separately listed on Nasdaq under the trading symbols “LCAP”

and “LCAPW,”

respectively.

Although after giving effect to our Public Offering we expect to meet, on a pro forma basis, the

minimum initial listing standards set forth in Nasdaq’s listing standards, we cannot assure you that our securities will continue

to be listed on Nasdaq in the future or prior to our Business Combination.

In order to continue listing our securities on Nasdaq prior

to our Business Combination, we must maintain certain financial, distribution and stock price levels.

Generally, we must maintain a minimum

amount in stockholders’

equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).

Additionally, in connection with our Business Combination, we will be required to demonstrate compliance with Nasdaq’s initial listing

requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing

of our securities on Nasdaq.

For instance, our stock price would generally be required to be at least $4.00 per share and our stockholders’

The registration and availability of such a

significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A Common Stock.

In addition, the existence of the registration rights may make our Business Combination more costly or

difficult to conclude.

This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A Common

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

Because we are not limited to evaluating a target business in a particular industry sector, you will be

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

We will seek to complete a Business Combination with an operating company in any sector in the United States (which may include a company based in

the United States which has operations or opportunities outside the United States), except that we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our Business Combination with another blank check

company or similar company with nominal operations.

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

For example, if we combine with a financially

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

Although our officers and directors

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

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

We also cannot assure you that an investment in our common stock

will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a Business Combination target.

Accordingly, any stockholders who choose to remain stockholders following our Business

Combination could suffer a reduction in the value of their securities.

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers

or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Business

Combination contained an actionable material misstatement or material omission.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make

transactions in our securities and subject us to additional trading restrictions.

Our Public Units are listed on Nasdaq, and the shares of our Class A Common Stock and Public Warrants underlying such units are separately listed on

Nasdaq under the trading symbols “LCAP” and “LCAPW,” respectively.

Although as of December 31, 2021 we met the minimum initial listing standards set forth in Nasdaq’s listing standards, we cannot assure you that our securities will continue to be

listed on Nasdaq in the future.

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

Generally, we must maintain a minimum amount in stockholders’ equity (generally

$2,500,000) and a minimum number of holders of our securities (generally 300 public holders).

Additionally, in connection with our Business Combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which

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

For instance, our stock price would generally be required to be at least $4.00 per share and our stockholders’

equity would generally be required to be at least $5.0 million.

Further, recent Nasdaq rules changes that went into effect in August 2019

may make it more difficult to maintain our listing after our Business Combination.

Under these new rules, restricted securities, including

those subject to a contractual lock-up, will not count toward the $5.0 million stockholder equity minimum.

Additionally, we would be required

to have a minimum of 300 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least

$2,500) of our securities.

Further, recent Nasdaq rules changes that went into effect in August 2019 may make it more difficult to maintain our listing after our Business Combination.

Under these new rules,

restricted securities, including those subject to a contractual lock-up, will not count toward the $5.0 million stockholder equity minimum.

Additionally, we would be required to have a minimum of 300 round lot holders (with at least 50% of such

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

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

Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities

exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant

material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

a determination that our Class A Common Stock is a “penny stock”

which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the

The National Securities Markets Improvement Act of 1996, which is a

federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered

securities.”

Because our Public Units, Class A Common Stock and Public Warrants are listed on Nasdaq, our Public Units, Class A

Common Stock and Public Warrants will be covered securities.

Although the states are preempted from regulating the sale of our securities,

the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent

activity, then the states can regulate or bar the sale of covered securities in a particular case.

While we are not aware of a state having

used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain

state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder

the sale of securities of blank check companies in their states.

Further, if we were no longer listed on Nasdaq, our securities would

not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection

with our Business Combination.

If we are deemed to

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

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

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

on the nature of our investments;

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we

expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences, including:

a limited availability of market quotations for our securities;

reduced liquidity for our securities;

a determination that our Class A Common Stock is a “penny stock” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a

reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news and analyst coverage;

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

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of

certain securities, which are referred to as “covered securities.” Because our Public Units, Class A Common Stock and Public Warrants are listed on Nasdaq, our Public Units, Class A Common Stock and Public Warrants will be covered securities.

Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states

can regulate or bar the sale of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho,

certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer listed

on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection with our Business Combination.

If we are deemed to be an investment company under the Investment Company Act, we may be required to

institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our Business Combination.

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

restrictions on the nature of our investments;

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

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

as an investment company;

of a specific form of corporate structure;

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

In order not to be regulated as an investment company under the Investment

Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing,

reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment

securities”

constituting more than 40% of our total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated

Our business will be to identify and complete a Business Combination and thereafter to operate the post-transaction business or

assets for the long term.

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

registration as an investment company;

adoption of a specific form of corporate structure;

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

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that

we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our

total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

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

We do not plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan

to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our

anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds held in the trust account

may only be invested in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company

Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under

the Investment Company Act which invest only in direct U.S.

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

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

To this end, the proceeds held in the

trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the trust agreement

Trust Agreement ”), the Trustee is not permitted to invest in other securities or assets.

By restricting

the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the

long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being

deemed an “investment company”

within the meaning of the Investment Company Act.

Investments in the Company’s securities

is not intended for persons who are seeking a return on investments in government securities or investment securities.

The Trust Account

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

Pursuant to the trust agreement (the “ Trust Agreement ”), the Trustee is

not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and

selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act.

Investments in the Company’s securities is not intended for

persons who are seeking a return on investments in government securities or investment securities.

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

(i) the completion of our 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 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;

or (iii) absent a Business Combination within 18 months from the IPO Closing Date, our return of the funds held in the Trust Account to

our public stockholders as part of our redemption of the public shares.

If we do not invest the proceeds as discussed above, we may be

deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance

with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability

to complete a Business Combination or may result in our liquidation.

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

stockholders may receive only approximately $10.00 per share on the liquidation of our Trust Account and our warrants will expire worthless.

Changes in laws or regulations, or a failure to comply with any laws

and regulations, may adversely affect our business, including our ability to negotiate and complete our Business Combination and results

of operations.

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

In particular, we will be required to

comply with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may

be difficult, time consuming and costly.

Those laws and regulations

and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our

business, investments and results of operations.

In addition, a failure to comply with applicable laws or regulations, as interpreted

and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our Business Combination

and results of operations.

stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares.

Under the DGCL, stockholders may be held liable for claims by third

parties against a corporation to the extent of distributions received by them in a dissolution.

The pro rata portion of our Trust Account

distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our Business Combination

within 18 months from the IPO Closing Date may be considered a liquidating distribution under Delaware law.

If a corporation complies

with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against

it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during

which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are

made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s

pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the

third anniversary of the dissolution.

However, it is our intention to redeem our public shares as soon as reasonably possible following

the 18 th month from the IPO Closing Date in the event we do not complete our Business Combination and, therefore, we do

not intend to comply with the foregoing procedures.

Because we will not be complying

with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for

our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our

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

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

etc.) or prospective target businesses.

If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders

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

distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.

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 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;

or (iii) absent a Business Combination within 24 months from the IPO Closing Date, our return of the funds held in the Trust Account to our public stockholders as part of our

redemption of the public shares.

If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance with these additional

regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a Business Combination or may result in our liquidation.

If we are unable to complete our Business Combination, our

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

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect

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

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

In particular, we will be required to comply with

certain SEC and other legal requirements.

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

Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material

adverse effect on our business, investments and results of operations.

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

negotiate and complete our Business Combination and results of operations.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions

received by them upon redemption of their shares.

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

a dissolution.

The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our Business Combination within 24 months from the IPO Closing Date may be

considered a liquidating distribution under Delaware law.

If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day

notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are

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

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

However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the IPO Closing Date in the event we do not complete

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

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time

that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution.

However, because we are a blank check company, rather than an operating

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

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

stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.

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

As such, our stockholders could

potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders

may extend beyond the third anniversary of such date.

Furthermore, if the pro rata portion of our Trust Account distributed to our public

stockholders upon the redemption of our public shares in the event we do not complete our Business Combination within 18 months from the

IPO Closing Date 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.

you exercise your public warrants on a “cashless basis,”

you will receive fewer shares of Class A Common Stock from

such exercise than if you were to exercise such warrants for cash.

There are circumstances in

which the exercise of the Public Warrants may be required or permitted to be made on a cashless basis.

First, if a registration statement

covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60 th business

day after the closing of our Business Combination, warrantholders may, until such time as there is an effective registration statement,

exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Second, if a registration

statement covering the Class A Common Stock issuable upon exercise of the warrants is not effective within a specified period following

the consummation of our Business Combination, warrantholders may, until such time as there is an effective registration statement and

during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant

to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available;

if that exemption, or another

exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Third, if we call the Public Warrants

for redemption, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis.

In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number

of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common

Stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”

(as defined in the next sentence) by (y) the fair market value.

The “fair market value”

is the average last reported sale

price of the Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise

is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

you would receive fewer shares of Class A Common Stock from such exercise than if you were to exercise such warrants for cash.

We may amend the terms

of the warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 65% of the

then outstanding warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened

and the number of shares of our Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without your approval.

warrants will be issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant

agent, and us.

The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure

any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding warrants

to make any change that adversely affects the interests of the registered holders of Public Warrants.

Accordingly, we may amend the terms

of the Public Warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding warrants approve of such amendment.

Although our ability to amend the terms of the Public Warrants with the consent of at least 65% of the then outstanding warrants is unlimited,

examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants

into cash or stock, shorten the exercise period or decrease the number of shares of our Class A Common Stock purchasable upon exercise

of a warrant.

may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants

We have the ability to redeem outstanding warrants at any time after

they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of

our Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations

and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give

proper notice of such redemption and provided certain other conditions are met.

If and when the warrants become redeemable by us, we may

not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration

or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.

We will use our best

efforts to register or qualify such shares of common stock under the blue sky laws of those states in which the warrants were offered

by us in our Public Offering.

Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise

price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price

when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding

warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

None of the Private Warrants

will be redeemable by us so long as they are held by our Sponsor or its permitted transferees.

Our initial stockholders (including

Nomura) currently own an aggregate of 4,745,000 Founder Shares.

The Founder Shares are convertible into shares of Class A Common Stock

on a one-for-one basis, subject to adjustment as set forth herein.

Furthermore, we have entered into the Forward Purchase Agreement with

Nomura, 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.

In addition, if our Sponsor makes any working capital loans, up to $1 million of such loans may

be convertible into units, at a price of $10.00 per unit at the option of the lender.

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

Furthermore, if the pro rata portion

of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our Business Combination within 24 months from the IPO Closing Date 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 you exercise your public warrants on a “cashless basis,” you will receive fewer shares of Class A Common

Stock from such exercise than if you were to exercise such warrants for cash.

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

registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing

of our Business Combination, warrantholders may, until such time as there is an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

registration statement covering the Class A Common Stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our Business Combination, warrantholders may, until such time as there is an

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

provided that such exemption is available;

if that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Third, if we call the Public Warrants for redemption, our management will

have the option to require all holders that wish to exercise warrants to do so on a cashless basis.

In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of

shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair

market value” (as defined in the next sentence) by (y) the fair market value.

The “fair market value” is the average last reported sale price of the Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on

which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

As a result, you would receive fewer shares of Class A Common Stock from such exercise than if you

were to exercise such warrants for cash.

We may amend the terms of the warrants in a manner that may be adverse to holders of Public Warrants with the

approval by the holders of at least 65% of the then outstanding warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our Class A Common Stock purchasable

upon exercise of a warrant could be decreased, all without your approval.

Our warrants will be issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent,

The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then

outstanding warrants to make any change that adversely affects the interests of the registered holders of Public Warrants.

Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 65% of the

then outstanding warrants approve of such amendment.

Although our ability to amend the terms of the Public Warrants with the consent of at least 65% of the then outstanding warrants is unlimited, examples of such amendments could be amendments to,

among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of our Class A Common Stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you,

thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per

warrant, provided that the last reported sales price of our Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30

trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met.

If and when the warrants become redeemable by us, we may not exercise our

redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.

use our best efforts to register or qualify such shares of common stock under the blue sky laws of those states in which the warrants were offered by us in our Public Offering.

Redemption of the outstanding warrants could force you (i) to exercise

your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the

nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

None of the Private Warrants will be redeemable by us so long as they are

held by our Sponsor or its permitted transferees.

Our initial stockholders (including Nomura) currently own an aggregate of 4,745,000 Founder Shares.

The Founder Shares are convertible into shares

of Class A Common Stock on a one-for-one basis, subject to adjustment as set forth herein.

Furthermore, we have entered into the Forward Purchase Agreement with Nomura, 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

In addition, if our Sponsor makes any working capital loans, up to $1 million of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender.

The units would be identical to the Private Units.

To the extent we issue shares of Class A Common Stock to effectuate a Business Combination, the potential for the issuance of a substantial

number of additional shares of Class A Common Stock upon exercise of these warrants and conversion rights could make us a less attractive

Business Combination vehicle to a target business.

Any such issuance will increase the number of issued and outstanding shares of our

Class A Common Stock and reduce the value of the shares of Class A Common Stock issued to complete the Business Combination.

our warrants and Founder Shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring the

target business.

The Private Warrants included

in the Private Units are identical to the Public Warrants sold as part of the Public Units in our Public Offering, except that so long

as they are held by the initial purchasers of the Private Units or their permitted transferees:

(i) they will not be redeemable by us,

(ii) they (including the Class A Common Stock issuable upon the exercise of the Private Warrants) may not, subject to certain limited

exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination and (iii) they may

be exercised by the holders for cash or on a cashless basis, as described in this Amendment.

each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, and because our warrants are

accounted for as liabilities, the units may be worth less than units of other blank check companies.

Each unit contains one-half

of one redeemable warrant.

No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

unless you purchase at least two units, you will not be able to receive or trade a whole warrant.

This is different from other offerings

similar to ours whose units include one share of common stock and one warrant to purchase one whole share.

We have established the components

of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants

will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchase

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

Nevertheless, this unit structure

may cause our units to be worth less than if they included a warrant to purchase one whole share.

In light of the SEC Statement

and the guidance in ASC 815-40, our management evaluated the terms of our Private Warrants and Public Warrants and concluded that the

warrants include provisions that, based on the SEC Statement, preclude the warrants from being classified as components of equity.

described in “Item 8.

Financial Statements and Supplementary Data,”

we are now recording our warrants as liabilities

on our balance sheet measured at fair value at inception and on a recurring

basis in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in

the statement of operations.

The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class

A Common Stock and/or our financial results.

In addition, potential targets may seek a SPAC that does not have warrants that are accounted

for as a warrant liability, which may make it more difficult for us to consummate a Business Combination.

Additionally, in connection

with our evaluation of the warrants in connection with the SEC Statement, our management reassessed the effectiveness of its disclosure

controls and procedures and concluded that, due solely to the material weakness in our internal control over financial reporting related

to the Restatement, our disclosure controls and procedures were not effective as of December 31, 2020.

And with respect to our internal

control over financial reporting, while there were no changes in our internal

control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting, we plan to enhance our processes to identify and appropriately apply applicable

accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial

Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased

communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

of our remediation plan can only be accomplished over time and may be time consuming and costly, and we can offer no assurance that these

initiatives will ultimately have the intended effects.

We have identified a

material weakness in our internal control over financial reporting as of December 31, 2020.

If we are unable to develop and maintain an

effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely

manner, which may materially and adversely affect our business and operating results.

the issuance of the SEC Statement, on May 10, 2021, after consultation with our independent registered public accounting firm, our management

and our audit committee concluded that, in light of the SEC Statement, the Restatement was warranted.

See “—

each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, and because our warrants are accounted

for as liabilities, the units may be worth less than units of other blank check companies.”

As part of such process, we identified

a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

We may face litigation

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

the issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our management and our audit

committee concluded that the Restatement was warranted.

See “—

Because each unit contains one-half of one redeemable

warrant and only a whole warrant may be exercised, and because our warrants are accounted for as liabilities, the units may be worth less

than units of other blank check companies.”

In connection with the Restatement, we identified a material weakness in our internal

controls over financial reporting.

As a result of such material

weakness, the Restatement, the change in accounting for the warrants, and other matters raised or that may in the future be raised by

the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities

laws, contractual claims or other claims arising from the Restatement and material weaknesses in our internal control over financial reporting

and the preparation of our financial statements.

As of the date of this Annual Report, we have no knowledge of any such litigation or

the extent we issue shares of Class A Common Stock to effectuate a Business Combination, the potential for the issuance of a substantial number of additional shares of Class A Common Stock upon exercise of these warrants and conversion rights could

make us a less attractive Business Combination vehicle to a target business.

Any such issuance will increase the number of issued and outstanding shares of our Class A Common Stock and reduce the value of the shares of Class A Common Stock issued

to complete the Business Combination.

Therefore, our warrants and Founder Shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring the target business.

The Private Warrants included in the Private Units are identical to the Public Warrants sold as part of the Public Units in our Public Offering,

except that so long as they are held by the initial purchasers of the Private Units or their permitted transferees:

(i) they will not be redeemable by us, (ii) they (including the Class A Common Stock issuable upon the exercise of the Private

Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination and (iii) they may be exercised by the holders for cash or on a cashless basis, as

described in this Annual Report.

Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, and

because our warrants are accounted for as liabilities, the units may be worth less than units of other blank check companies.

Each unit contains one-half of one redeemable warrant.

No fractional warrants will be issued upon separation of the units and only whole warrants

Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.

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

purchase one whole share.

We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate for

one-half of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses.

Nevertheless, this unit structure may cause our

units to be worth less than if they included a warrant to purchase one whole share.

In light of a statement regarding the accounting and reporting considerations for warrants issued by SPACs entitled “Staff Statement on Accounting

and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")” (the “ SEC Statement ”) and the guidance in ASC 815-40, our management evaluated the

terms of our Private Warrants and Public Warrants and concluded that the warrants include provisions that, based on the SEC Statement, preclude the warrants from being classified as components of equity.

As described in “Item 8.

Statements and Supplementary Data,” we are now recording our warrants as liabilities on our balance sheet measured at fair value at inception and on a recurring basis in accordance with ASC 820, Fair Value Measurement, with changes in fair value

recognized in the statement of operations.

The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A Common Stock and/or our financial results.

In addition, potential targets may seek a SPAC that

does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate a Business Combination.

Additionally, in connection with our evaluation of the warrants in connection with the SEC Statement, our management reassessed the effectiveness of

its disclosure controls and procedures and concluded that our disclosure controls and procedures were not effective as of December 31, 2020, which remains the case as of December 31, 2021.

And with respect to our internal control over financial

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

reporting, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements.

at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time and may be time consuming and costly, and we can offer no assurance that these initiatives will ultimately have the intended effects.

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

as of December 31, 2021.

If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may materially and adversely

affect our business and operating results.

Following the issuance of the SEC Statement, on May 10, 2021, after consultation with our independent registered public

accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, the Restatement was warranted.

See “—Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, and

because our warrants are accounted for as liabilities, the units may be worth less than units of other blank check companies.” As part of such process, we identified a material weakness in our internal controls over financial reporting.

In addition, on March 31, 2022, our management and our audit committee concluded

that a disclosure in regard to related parties was not disclosed within the notes to the Original Financial Statements.

As a result, we identified a material weakness in our internal controls over financial reporting.

weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented,

or detected and corrected on a timely basis.

We may face litigation and other risks as a result of the material weakness in our

internal control over financial reporting.

Following the issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our

management and our audit committee concluded that the Restatement was warranted.

See “—Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, and because our warrants are accounted for as

liabilities, the units may be worth less than units of other blank check companies.” In connection with the Restatement, we identified a material weakness in our internal controls over financial reporting.

In addition, we identified a material weakness in our internal controls over financial reporting as a result of not including certain disclosure

in regard to related parties within the notes to the Original Financial Statements.

As a result, the Original Financial Statements should no longer be relied upon and are to be amended in order to appropriately disclose the Related Party

As a result of such material weaknesses, the Restatement, the amendment to the

Original Financial Statements, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims

invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement, the amendment to the Original Financial Statements and material weaknesses in our internal control over financial reporting and the

preparation of our financial statements.

As of the date of this Annual Report, we have no knowledge of any such litigation or dispute.

However, we can provide no assurance that such litigation or dispute will not arise in the future.

Any such litigation or dispute,

whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our

ability to complete a Business Combination.

A provision of our Warrant

Agreement may make it more difficult for use to consummate an initial business combination.

Unlike most blank check companies,

if we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing

of our Business Combination at a newly issued price of less than $9.20 per share of common stock, then the exercise price of the warrants

will be adjusted to be equal to 115% of the newly issued price.

This may make it more difficult for us to consummate a Business Combination

with a target business.

determination of the offering price of our units and the size of our Public Offering was more arbitrary than the pricing of securities

and size of an offering of an operating company in a particular industry.

You may have less assurance, therefore, that the offering price

of our units properly reflects the value of such units than you would have in a typical offering of an operating company.

to the Public Offering there has been no public market for any of our securities.

The public offering price of the units and the

terms of the warrants were negotiated between us and the underwriters.

In determining the size of our Public Offering, management

held customary organizational meetings with representatives of the underwriters, both prior to our inception and thereafter, with

respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our

Factors considered in determining the size of our Public Offering, prices and terms of the units, including the Class

A Common Stock and warrants underlying the units, include:

history and prospects of companies whose principal business is the acquisition of other

offerings of those companies;

prospects for acquiring an operating business;

review of debt to equity ratios in leveraged transactions;

capital structure;

assessment of our management and their experience in identifying operating companies;

conditions of the securities markets at the time of our Public Offering;

factors as were deemed relevant.

Although these factors were considered, the determination of our offering

price was more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations

or financial results.

Because we must furnish

our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous Business Combination

with some prospective target businesses.

The federal proxy rules require

that a proxy statement with respect to a vote on an initial business combination meeting certain financial significance tests include

historical and/or pro forma financial statement disclosure in periodic reports.

We will include the same financial statement disclosure

in connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements

may be required to be prepared in accordance with, or be reconciled to, GAAP or IFRS, depending on the circumstances and the historical

financial statements may be required to be audited in accordance with the standards of the PCAOB.

These financial statement requirements

may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements

in time for us to disclose such statements in accordance with federal proxy rules and complete our Business Combination within the prescribed

are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage

of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this

could make our securities less attractive to investors and may make it more difficult to compare our performance with other public

are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act,

and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our

periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and stockholder approval of any golden parachute payments not previously approved.

As a result, our stockholders

may not have access to certain information they may deem important.

We could be an emerging growth company for up to five years,

although circumstances could cause us to lose that status earlier, including if the worldwide market value of our common stock

held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging

litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.

A provision of our Warrant Agreement may make it more difficult for use to consummate an initial business

Unlike most blank check companies, if we issue additional shares of common stock or equity-linked securities for capital raising purposes in

connection with the closing of our Business Combination at a newly issued price of less than $9.20 per share of common stock, then the exercise price of the warrants will be adjusted to be equal to 115% of the newly issued price.

This may make it

more difficult for us to consummate a Business Combination with a target business.

The determination of the offering price of our units and the size of our Public Offering was more arbitrary

than the pricing of securities and size of an offering of an operating company in a particular industry.

You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a

typical offering of an operating company.

Prior to the Public Offering there has been no public market for any of our securities.

The public offering price of the units and the terms of the

warrants were negotiated between us and the underwriters.

In determining the size of our Public Offering, management held customary organizational meetings with representatives of the underwriters, both prior to our inception and thereafter, with

respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf.

Factors considered in determining the size of our Public Offering, prices and terms of the units, including the

Class A Common Stock and warrants underlying the units, include:

the history and prospects of companies whose principal business is the acquisition of other companies;

prior offerings of those companies;

our prospects for acquiring an operating business;

a review of debt to equity ratios in leveraged transactions;

our capital structure;

an assessment of our management and their experience in identifying operating companies;

general conditions of the securities markets at the time of our Public Offering;

other factors as were deemed relevant.

Although these factors were considered, the determination of our offering price was more arbitrary than the pricing of securities of an operating

company in a particular industry since we have no historical operations or financial results.

Because we must furnish our stockholders with target business financial statements, we may lose the ability

to complete an otherwise advantageous Business Combination with some prospective target businesses.

The federal proxy rules require that a proxy statement with respect to a vote on an initial business combination meeting certain financial

significance tests include historical and/or pro forma financial statement disclosure in periodic reports.

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

the tender offer rules.

These financial statements may be required to be prepared in accordance with, or be reconciled to, GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in

accordance with the standards of the PCAOB.

These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose

such statements in accordance with federal proxy rules and complete our Business Combination within the prescribed time frame.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act,

and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to

compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

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

stockholder approval of any golden parachute payments not previously approved.

As a result, our stockholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to five years, although

circumstances could cause us to lose that status earlier, including if the worldwide market value of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging

growth company as of the following December 31.

We cannot predict whether investors will find our securities less attractive because

we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions,

the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for

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

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement

declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the

new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended

transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt

out is irrevocable.

We have elected not to opt out of such extended transition period, which means that when a standard is issued

or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt

the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our financial

statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted

out of using the extended transition period difficult or impossible because of the potential differences in accounting standards

Additionally,

we are a “smaller reporting company”

as defined in Rule 10(f)(1) of Regulation S-K.

Smaller reporting

companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years

of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1)

the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2)

our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates

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

If some investors find our securities less attractive as a result of our reliance

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is

We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can

adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of

certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our

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

exceeds $700 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.

Compliance obligations

under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our Business Combination, require substantial financial and

management resources, and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley

Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the fiscal

year ending December 31, 2021.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer

qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation

requirement on our internal control over financial reporting.

Further, for as long as we remain an emerging growth company, we will not

be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly

burdensome on us as compared to other public companies because a target company with which we seek to complete our Business Combination

may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development

of the internal control 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.

in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the

price investors might be willing to pay in the future for our Class A Common Stock and could entrench management.

Our amended and restated certificate

of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their

best interests.

These provisions include the ability of our Board to designate the terms of and issue new series of preferred shares,

which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium

over prevailing market prices for our securities.

are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Together these

provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment

of a premium over prevailing market prices for our securities.

amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought

in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar

actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder

bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the

effect of discouraging lawsuits against our directors, officers, other employees or stockholders.

amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought

in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar

actions be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder

bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action

(A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to

the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court

of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum

other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action

arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware

shall have concurrent jurisdiction.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital

stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable

for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect

to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the

rules and regulations thereunder.

However, there is no assurance that a court would enforce the choice of forum provision contained

in our amended and restated certificate of incorporation.

If a court were to find such provision to be inapplicable or unenforceable

in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our

business, operating results and financial condition.

amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest

extent permitted by applicable law.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought

to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

As a result, the

exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or

any other claim for which the federal courts have exclusive jurisdiction.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those

of third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As a blank check company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against,

or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination

of them, could have adverse consequences on our business and lead to financial loss.

Relating to Lionheart Capital, our Sponsor and our management team

performance by members of our management team may not be indicative of future performance of an investment in the Company.

Past performance by members of our management team is not a guarantee

either (i) of success with respect to any business Combination we may consummate or (ii) that we will be able to locate a suitable candidate

for our Business Combination.

You should not rely on the historical record of members of our management team’s performance as indicative

of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward.

We may seek Business

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

Although we intend to focus on identifying companies

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,”

we will consider a Business Combination outside of our management’s area of expertise if a Business Combination candidate is presented

to us and we determine that such candidate offers an attractive Business Combination opportunity for our company or we are unable to identify

a suitable candidate in this sector after having expanded a reasonable amount of time and effort in an attempt to do so.

management will endeavor to evaluate the risks inherent in any particular Business Combination candidate, we cannot assure you that we

will adequately ascertain or assess all of the significant risk factors.

We also cannot assure you that an investment in our units will

not ultimately prove to be less favorable to investors in our Public Offering than a direct investment, if an opportunity were available,

in a Business Combination candidate.

In the event we elect to pursue a Business Combination outside of the areas of our management’s

expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained

in this Amendment regarding the areas of our management’s expertise would not be relevant to an understanding of the business that

we elect to acquire.

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.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our

Business Combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on

Form 10-K for the fiscal year ending December 31, 2021.

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

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

Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public

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

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

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

The development of the internal

control 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.

Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover

of us, which could limit the price investors might be willing to pay in the future for our Class A Common Stock and could entrench management.

Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may

consider to be in their best interests.

These provisions include the ability of our Board to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions

that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Together these provisions may

make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that

derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if

brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees

or stockholders.

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name,

actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder

bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to

the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a

court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for

the District of Delaware shall have concurrent jurisdiction.

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

and restated certificate of incorporation.

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

stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

However, there is no

assurance that a court would enforce the choice of forum provision contained in our amended and restated certificate of incorporation.

If a court were to find such provision to be inapplicable or unenforceable in an action, we may incur additional

costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Our amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted

by applicable law.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

As a result, the exclusive forum

provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational

disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third

parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our

assets, proprietary information and sensitive or confidential data.

As a blank check company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.

We may not have sufficient

resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to

financial loss.

Risks Relating to Lionheart Capital, our Sponsor and our management team

Past performance by members of our management team may not be indicative of future performance of an

investment in the Company.

Past performance by members of our management team is not a guarantee either (i) of success with respect to any business Combination we may consummate or (ii) that we

will be able to locate a suitable candidate for our Business Combination.

You should not rely on the historical record of members of our management team’s performance as indicative of our future performance of an investment in the company or the

returns the company will, or is likely to, generate going forward.

We may seek Business Combination opportunities in industries or sectors which may or may not be outside of

our management’s area of expertise.

Although we focused on identifying companies 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,” we have and continue to consider a Business Combination outside of our management’s area of expertise if a

Business Combination candidate (such as the MSP Companies) is presented to us and we determine that such candidate offers an attractive Business Combination opportunity for our company or we are unable to identify a suitable candidate in this

sector after having expanded a reasonable amount of time and effort in an attempt to do so.

Although our management will endeavor to evaluate the risks inherent in any particular Business Combination candidate, we cannot assure you that we will

adequately ascertain or assess all of the significant risk factors.

We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in our Public Offering than a direct investment, if an

opportunity were available, in a Business Combination candidate.

In the event we elect to pursue a Business Combination outside of the areas of our management’s expertise (as is the case for the Proposed Business Combination), our management’s

expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect

As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors.

Accordingly, any stockholders who choose to remain stockholders following our Business Combination could suffer a reduction in the value

of their shares.

Accordingly, any stockholders who choose to remain stockholders following our Business Combination could suffer a

reduction in the value of their shares.

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

Our ability to successfully

effect our Business Combination and to be successful thereafter will be totally dependent upon the efforts of our officers and directors,

some of whom may join us following our Business Combination.

The loss of officers and directors could negatively impact the operations

and profitability of our post-combination business.

Our ability to successfully

effect our Business Combination is dependent upon the efforts of our officers and directors.

The role of our officers and directors in

the target business, however, cannot presently be ascertained.

Although some of our officers and directors may remain with the target

business in senior management or advisory positions following our Business Combination, it is likely that some or all of the management

of the target business will remain in place.

While we intend to closely scrutinize any individuals we employ after our Business Combination,

we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements

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

such requirements.

In addition, the officers and directors of a Business Combination candidate may resign upon completion of our Business

The departure of a Business Combination target’s officers and directors could negatively impact the operations and

profitability of our post-combination business.

The role of a Business Combination candidate’s officers and directors upon the completion

of our Business Combination cannot be ascertained at this time.

Although we contemplate that certain members of a Business Combination

candidate’s management team will remain associated with the Business Combination candidate following our Business Combination, it

is possible that members of the management of a Business Combination candidate will not wish to remain in place.

The loss of officers

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

officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with

our interests.

We have not adopted a policy

that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial

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

we may enter into a Business Combination with a target business that is affiliated with our Sponsor, our directors or officers, although

we do not intend to do so.

We do not have a policy that expressly prohibits any such persons from engaging for their own account in business

activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and ours.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely

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

investment in us.

Although we have no commitments

as of the date of this Amendment to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to

incur substantial debt to complete our Business Combination.

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

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

issuance of debt will affect the per-share amount available for redemption from the Trust Account.

Nevertheless, the incurrence of debt

could have a variety of negative effects, including:

and foreclosure on our assets if our operating revenues after an initial business combination

are insufficient to repay our debt obligations;

of our obligations to repay the indebtedness even if we make all principal and interest

payments when due if we breach certain covenants that require the maintenance of certain

financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security

is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants

restricting our ability to obtain such financing while the debt security is outstanding;

inability to pay dividends on our common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which

will reduce the funds available for dividends on our common stock if declared, our ability

to pay expenses, make capital expenditures and acquisitions, and fund other general corporate

on our flexibility in planning for and reacting to changes in our business and in the

industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions

and adverse changes in government regulation;

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, and execution of our strategy;

disadvantages compared to our competitors who have less debt.

may attempt to complete our Business Combination with a private company about which little information is available, which may result

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

In pursuing our Business Combination

strategy, we may seek to effectuate our Business Combination with a privately held company.

Very little public information generally exists

about private companies, and we could be required to make our decision on whether to pursue a potential Business Combination on the basis

of limited information, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all.

management may not be able to maintain control of a target business after our Business Combination.

We may structure a Business

Combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests

or assets of a target business, but we will only complete such Business Combination if the post-transaction company owns or acquires 50%

or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us

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

We will not consider any transaction that

does not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders

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

ascribed to the target and us in the Business Combination.

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

number of new shares of Class A Common Stock in exchange for all of the outstanding capital stock of a target.

Our ability to successfully effect our Business Combination and to be successful thereafter will be totally

dependent upon the efforts of our officers and directors, some of whom may join us following our Business Combination.

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

Our ability to successfully effect our Business Combination is dependent upon the efforts of our officers and directors.

The role of our officers

and directors in the target business, however, cannot presently be ascertained.

Although some of our officers and directors may remain with the target business in senior management or advisory positions following our Business Combination, it is

likely that some or all of the management of the target business will remain in place.

While we intend to closely scrutinize any individuals we employ after our Business Combination, we cannot assure you that our assessment of these individuals

will prove to be correct.

addition, the officers and directors of a Business Combination candidate may resign upon completion of our Business Combination.

It is currently anticipated that only Thomas Hawkins, Ophir Sternberg, and Roger Meltzer would continue as directors

following the Proposed Business Combination, if elected at the Stockholder Meeting.

The departure of a Business Combination target’s officers and directors could negatively impact the operations and profitability of our post-combination business.

The role of a Business Combination candidate’s officers and directors upon the completion of our Business Combination cannot be ascertained at this time.

Although we contemplate that certain members of a Business Combination candidate’s management

team will remain associated with the Business Combination candidate following our Business Combination, it is possible that members of the management of a Business Combination candidate will not wish to remain in place.

The loss of officers and

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

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary

interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect

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

In fact, we may enter into a Business Combination with a target business that is affiliated

with our Sponsor, our directors or officers, although we do not intend to do so.

We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us.

such persons or entities may have a conflict between their interests and ours.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business

Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

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

debt, we may choose to incur substantial debt to complete our Business Combination.

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

the monies held in the Trust Account.

As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account.

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

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

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of

certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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

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

our inability to pay dividends on our common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to

pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;

other disadvantages compared to our competitors who have less debt.

We may attempt to complete our Business Combination with a private company about which little information is

available, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all.

In pursuing our Business Combination strategy, we may seek to effectuate our Business Combination with a privately held company (as is the case in

the Proposed Business Combination).

Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential Business Combination on the basis of limited information,

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

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

We may structure a Business Combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of

the equity interests or assets of a target business, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a

controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act.

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

Even if the post-transaction

company owns 50% or more of the voting securities of the target, our stockholders prior to the Business Combination may collectively own a minority interest in the post-Business Combination company, depending on valuations ascribed to the target

and us in the Business Combination.

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

In this case, we would

acquire a 100% interest in the target.

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

stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent

to such transaction.

In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or

group obtaining a larger share of the company’s stock than we initially acquired.

Accordingly, this may make it more likely that

our management will not be able to maintain our control of the target business.

We cannot provide assurance that, upon loss of control

of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We do not have a specified

maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete a Business Combination

with which a substantial majority of our stockholders do not agree.

Our amended and restated certificate

of incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in

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

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.

we may be able to complete our Business Combination even though a substantial majority of our public stockholders do not agree with the

transaction and have redeemed their shares or, if we seek stockholder approval of our Business Combination and do not conduct redemptions

in connection with our Business Combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell

their shares to our Sponsor, officers, directors, advisors or their affiliates.

In the event the aggregate cash consideration we would

be required to pay for all shares of Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy

cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, we will

not complete the Business Combination or redeem any shares, all shares of Class A Common Stock submitted for redemption will be returned

to the holders thereof, and we instead may search for an alternate Business Combination.

We may be unable to

obtain additional financing to complete our Business Combination or to fund the operations and growth of a target business, which could

compel us to restructure or abandon a particular Business Combination.

We have not selected any specific

Business Combination target but intend to target businesses larger than we could acquire with the net proceeds of our Public Offering,

the sale of the Private Units as well as proceeds we may receive from the Forward Purchase Agreement.

As a result, we may be required

to seek additional financing to complete such proposed Business Combination.

We cannot assure you that such financing will be available

on acceptable terms, if at all.

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

common stock subsequent to such transaction.

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

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

In the case of the Proposed Business Combination, our stockholders prior to the Proposed

Business Combination are expected to hold a minority position in the post-combination company of approximately 0.4%, assuming (1) that no such stockholders elect to redeem their shares of Class A Common Stock and (2) that the holders of the

Company’s existing Public Warrants and Private Warrants exercise those warrants, and no warrants issued in the Proposed Business Combination are exercised.

We cannot provide assurance that, upon loss of control of a target business, new

management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make

it possible for us to complete a Business Combination with which a substantial majority of our stockholders do not agree.

Our amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will we

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

As a result, we may be able to complete our Business Combination even though a substantial

majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our Business Combination and do not conduct redemptions in connection with our Business Combination pursuant

to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or their affiliates.

In the event the aggregate cash consideration we would be required to pay for all

shares of Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, we will not

complete the Business Combination or redeem any shares, all shares of Class A Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination.

We may be unable to obtain additional financing to complete our Business Combination or to fund the

operations and growth of a target business, which could compel us to restructure or abandon a particular Business Combination.

We may target but intend to target businesses larger than we could acquire with the net proceeds of our Public Offering, the sale of the Private

Units as well as proceeds we may receive from the Forward Purchase Agreement.

As a result, we may be required to seek additional financing to complete such proposed Business Combination, though no such additional financing is currently contemplated

in connection with the Proposed Business Combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing proves to be unavailable when needed to complete our Business

Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative

target business candidate.

Further, the amount of additional financing we may be required to obtain could increase as a result of future

growth capital needs for any particular transaction, the depletion of the available net proceeds in search of a target business, the obligation

to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our Business Combination

and/or the terms of negotiated transactions to purchase shares in connection with our Business Combination.

If we are unable to complete

our Business Combination, our public stockholders may receive only approximately $10.00 per share plus any pro rata interest earned on

the funds held in the Trust Account and not previously released to us to pay our taxes on the liquidation of our Trust Account and our

warrants will expire worthless.

In addition, even if we do not need additional financing to complete our Business Combination, we may

require such financing to fund the operations or growth of the target business.

The failure to secure additional financing outside of

the Forward Purchase Agreement could have a material adverse effect on the continued development or growth of the target business.

of our officers, directors or stockholders is required to provide any financing to us in connection with or after our Business Combination.

If we are unable to complete our Business Combination, our public stockholders may only receive approximately $10.00 per share on the

liquidation of our Trust Account, and our warrants will expire worthless.

Furthermore, as described in the risk factor entitled “If

third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received

by stockholders may be less than $10.00 per share,”

under certain circumstances our public stockholders may receive less than $10.00

per share upon the liquidation of the Trust Account.

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

Our initial stockholders (including

Nomura) own shares representing 17.21% of our issued and outstanding shares of common stock (including the private shares and excluding

the securities issuable pursuant to the Forward Purchase Agreement).

Accordingly, they may exert a substantial influence on actions requiring

a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation

and approval of major corporate transactions.

If our initial stockholders purchase any additional shares of common stock in the aftermarket

or in privately negotiated transactions, this would increase their control.

Factors that would be considered in making such additional

purchases would include consideration of the current trading price of our Class A Common Stock.

Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative target business candidate.

Further, the amount of additional financing we may be required to obtain

could increase as a result of future growth capital needs for any particular transaction, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from

stockholders who elect redemption in connection with our Business Combination and/or the terms of negotiated transactions to purchase shares in connection with our Business Combination.

If we are unable to complete our Business Combination, our

public stockholders may receive only approximately $10.20 per share plus any pro rata interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes on the liquidation of our Trust Account and our warrants

will expire worthless.

In addition, even if we do not need additional financing to complete our Business Combination, we may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing

outside of the Forward Purchase Agreement could have a material adverse effect on the continued development or growth of the target business.

None of our officers, directors or stockholders is required to provide any financing to us in connection

with or after our Business Combination.

If we are unable to complete our Business Combination, our public stockholders may only receive approximately $10.20 per share on the liquidation of our Trust Account, and our warrants will expire worthless.

Furthermore, as described in the risk factor entitled “If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per

share,” under certain circumstances our public stockholders may receive less than $10.20 per share upon the liquidation of the Trust Account.

Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote,

potentially in a manner that you do not support.

Our initial stockholders (including Nomura) own shares representing 34.68% of our issued and outstanding shares of common stock (including the

private shares and excluding the securities issuable pursuant to the Forward Purchase Agreement).

Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support,

including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions.

If our initial stockholders purchase any additional shares of common stock in the aftermarket or in privately negotiated

transactions, this would increase their control.

Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A Common Stock.

In addition, our Board, whose members

were elected by certain of our initial stockholders, will be elected in each year.

We may not hold an annual meeting of stockholders to

elect new directors prior to the completion of our Business Combination, in which case all of the current directors will continue in office

until at least the completion of the Business Combination.

If there is an annual meeting our initial stockholders, because of their ownership

position, will have considerable influence regarding the outcome.

Accordingly, our initial stockholders will continue to exert control

at least until the completion of our Business Combination.

warrants and Founder Shares may have an adverse effect on the market price of our Class A Common Stock and make it more difficult

to effectuate our initial business combination.

We issued warrants to purchase

11,500,000 shares of our Class A Common Stock as part of the Public Units offered in our Public Offering and, simultaneously with the

closing of our Public Offering, we issued 650,000 units in the Private Placement.

We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our Business Combination, in which case all of the current

directors will continue in office until at least the completion of the Business Combination.

If there is an annual meeting our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome.

Accordingly, our initial stockholders will continue to exert control at least until the completion of our Business Combination.

Our warrants and Founder Shares may have an adverse effect on the market price of our Class A Common

Stock and make it more difficult to effectuate our initial business combination.

We issued warrants to purchase 11,500,000 shares of our Class A Common Stock as part of the Public Units offered in our Public Offering and,

simultaneously with the closing of our Public Offering, we issued 650,000 units in the Private Placement.

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/A

Item 1A. Risk Factors