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Item 1A. Risk Factors

2026-03-16 compared with 2025-03-31 · 1056 added, 1092 removed, 952 unchanged (69% of the section changed)

The business, financial

condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but

not limited to those described below, any one or more of which could, directly or indirectly, cause the Company’s actual financial

condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including

but not limited to those described below, any one or more of which could, directly or indirectly, cause the Company’s actual financial

condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results.

of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating

Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating

results and stock price.

Summary Risk Factors

Our company is subject to numerous

risks described below and elsewhere in this Report.

Our company is subject to

numerous risks described below and elsewhere in this Report.

You should carefully consider these risks before making an investment.

Some of these

risks relating to our business objectives, our organization and structure include:

● We have no operating history and no revenues, and you have

no basis on which to evaluate our ability to achieve our business objective.

● Our public stockholders may not be afforded an opportunity

to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of

our public stockholders do not support such a combination.

● If we seek stockholder approval of our initial business combination,

our initial stockholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how

our public stockholders vote.

● Your only opportunity to affect the investment decision regarding

a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek

stockholder approval of 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.

● The requirement that we complete our initial business combination

within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may

limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our

dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value

for our stockholders.

● 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 status of debt and equity markets.

● Our search for an initial business combination, and any target

business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global

geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the conflict in the Middle East and Southwest Asia.

● We may not be able to complete our initial business combination

within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem

our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount in

certain circumstances, and our warrants will expire worthless.

● Inflation Reduction Act of 2022 may result in the

imposition of an excise tax on the Company;

● If we seek stockholder approval of our initial business combination,

our sponsor, directors, officers, advisors or any of their respective 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 securities.

● Because of our limited resources and the significant competition

for business combination opportunities, it may be more difficult for us to complete our initial business combination.

If we have not

completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00

per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.

● We may have limited ability to assess the management of a

prospective target business and, as a result, may affect our initial business combination with a target business whose management may

not have the skills, qualifications or abilities to manage a public company.

● We may be able to complete only one business combination

with the proceeds of our IPO and the sale of the private placement units, which will cause us to be solely dependent on a single business

which may have a limited number of products or services.

of these risks relating to our business objectives, our organization and structure include:

We have no operating history and no revenues, and you have no basis on which to evaluate our ability

to achieve our business objective.

Our public stockholders may not be afforded an opportunity to vote on our proposed business combination,

which means we may complete our initial business combination even though a majority of our public stockholders do not support such

a combination.

If we seek stockholder approval of our initial business combination, our initial stockholders, directors

and officers have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

Your only opportunity to affect the investment decision regarding a potential business combination

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

The requirement that we complete our initial business combination within the prescribed time frame

may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which

to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which

could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.

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 status of debt and equity markets.

Our search for an initial business combination, and any target business with which we may ultimately

consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting

from the ongoing Russia-Ukraine conflict and the conflict in the Middle East.

We may not be able to complete our initial business combination within the prescribed time frame

and/or extend the required date to complete our initial business combination, 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 receive

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

Inflation Reduction Act of 2022 may result in the imposition of an excise tax on the Company;

If we seek stockholder approval of our initial business combination, our sponsor, directors, officers,

advisors or any of their respective 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 securities.

Because of our limited resources and the significant competition for business combination opportunities,

it may be more difficult for us to complete our initial business combination.

If we have not completed our initial business combination

within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances,

on our redemption of their shares, and our warrants will expire worthless.

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

this may affect our initial business combination with a target business whose management may not have the skills, qualifications

or abilities to manage a public company.

We may be able to complete only one business combination with the proceeds of our IPO and the sale

of the private placement units, which will cause us to be solely dependent on a single business which may have a limited number of

products or services.

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

● We are dependent upon our directors and officers and their

departure could adversely affect our ability to operate.

● Our key personnel may negotiate employment or consulting

agreements with a target business in connection with a particular business combination.

These agreements may provide for them to receive

compensation following our initial 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 directors and officers 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 initial business combination.

● Our directors, officers, security holders and their respective

affiliates may have competitive pecuniary interests that conflict with our interests.

● The ability of our public stockholders to exercise redemption

rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful

and that you would have to wait for liquidation in order to redeem your shares.

● 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 and/or warrants, potentially at a loss.

● Nasdaq may delist our securities from trading on its exchange,

which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

● You will not be entitled to protections normally afforded

to investors of many other blank check companies.

● If we seek stockholder approval of our initial business combination

and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “ group ” of stockholders are

deemed to hold in excess of 15% of the shares of our common stock sold in the IPO, you will lose your ability to redeem all such shares

in excess of 15% of shares of our common stock sold in the IPO.

An investment in 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 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.

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

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

with a particular business combination.

These agreements may provide for them to receive compensation following our initial 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 directors and officers 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 initial business combination.

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

interests that conflict with our interests.

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

of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have

to wait for liquidation in order to redeem your shares.

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 and/or warrants, potentially

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.

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

If we seek stockholder approval of our initial business combination and we do not conduct redemptions

pursuant to the tender offer rules, and if you or a “ group ” of stockholders are deemed to hold in excess of 15%

of the shares of our common stock sold in the IPO, you will lose your ability to redeem all such shares in excess of 15% of the shares

of our common stock sold in the IPO.

An investment in 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 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.

Risks Relating to Our Business and Strategy

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

may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder

approval under applicable law or stock exchange rules or if we decide to hold a stockholder vote for business or other reasons.

For instance,

Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting, but would still require us to obtain stockholder

approval if we were seeking to issue more than approximately 20.0% of our issued and outstanding shares to a target business as consideration

in any business combination.

We may not hold a stockholder

vote to approve our initial business combination unless the business combination would require stockholder approval under applicable

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

For instance, Nasdaq rules currently

allow us to engage in a tender offer in lieu of a stockholder meeting, but would still require us to obtain stockholder approval if we

were seeking to issue more than approximately 20.0% of our issued and outstanding shares to a target business as consideration in any

business combination.

Therefore, if we were structuring a business combination that required us to issue more than approximately 20.0%

of our issued and outstanding shares, we would seek stockholder approval of such business combination.

However, except as required

by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed business combination

However, except as required by

applicable law or stock exchange rules, 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 consummate our initial business combination even if holders of a majority of the

issued and outstanding shares of common stock do not approve of the business combination we consummate.

Please see the section entitled

Business — Organizational History and Business—Stockholders may not have the ability to approve our

initial business combination ” for additional information.

If we seek stockholder approval of our initial

business combination, our initial stockholders, directors and officers have agreed to vote in favor of such initial business combination,

regardless of how our public stockholders vote.

Unlike some other blank check

companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the

public stockholders in connection with an initial business combination, our initial stockholders, directors and officers have agreed (and

their respective permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder

shares, shares included in the private placement units and any public shares held by them in favor of our initial business combination.

As a result, in addition to the founder shares and shares included in the private placement units, we would need only a maximum of 2,107,126

votes, if approval of the transaction required majority voting approval, no votes, assuming the transaction only required the affirmative

vote of a majority of the shares voted at a meeting at which there was a quorum, of the 6,900,000 public shares sold in the IPO to be

voted in favor of an initial business combination in order to have such initial business combination approved.

Our directors and officers

have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any.

Our majority stockholder currently owns approximately 26.8% of the issued and outstanding shares of our common stock.

Accordingly, if

we seek stockholder approval of our initial business combination, it is more likely that the necessary stockholder approval will be received

than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public

stockholders.

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 consummate our initial business combination even if holders of a majority of the issued

and outstanding shares of common stock do not approve of the business combination we consummate.

Please see the section entitled “ Item

Business — Organizational History and Business—Stockholders may not have the ability to approve our initial business

combination ” for additional information.

If we seek stockholder approval of our

initial business combination, our initial stockholders, directors and officers have agreed to vote in favor of such initial business

combination, regardless of how our public stockholders vote.

Unlike some other blank

check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast

by the public stockholders in connection with an initial business combination, our initial stockholders, directors and officers have

agreed (and their respective permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to

vote their founder shares, shares included in the private placement units and any public shares held by them in favor of our initial

business combination.

As a result, in addition to the founder shares and shares included in the private placement units, we would need

only a maximum of 2,107,126 votes, if approval of the transaction required majority voting approval, no votes, assuming the transaction

only required the affirmative vote of a majority of the shares voted at a meeting at which there was a quorum, of the 6,900,000 public

shares sold in the IPO to be voted in favor of an initial business combination in order to have such initial business combination approved.

Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares

acquired by them, if any.

Our majority stockholder currently beneficially owns approximately 28.7% of the issued and outstanding shares

of our common stock.

Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that the necessary

stockholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the

majority of the votes cast by our public stockholders.

Your only opportunity to affect the investment

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in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses.

Additionally, since

our board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have the

right or opportunity to vote on the business combination, unless we seek such stockholder approval.

Accordingly, if we do not seek stockholder

approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising

your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents

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

The ability of our public stockholders to

redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it

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

We may seek to enter into a

business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth

or a certain amount of cash.

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.

The amount of the deferred underwriting discounts

payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a business combination and such amount

of deferred underwriting discounts is not available for us to use as consideration in an initial business combination.

If we are able

to consummate an initial business combination, the per-share value of shares held by non-redeeming stockholders will reflect

our obligation to pay and the payment of the deferred underwriting discounts.

Consequently, if accepting all properly submitted redemption

requests would cause us to be unable to satisfy a closing condition as described above, unless the condition was waived, we would not

proceed with such redemption and the related business combination and may instead search for an alternate business combination.

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

The ability of our public stockholders to

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

Additionally,

since our board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have

the right or opportunity to vote on the business combination, unless we seek such stockholder approval.

Accordingly, if we do not seek

stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited

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

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

The ability of our public stockholders

to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make

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

We may seek to enter into

a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net

worth or a certain amount of cash.

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.

The amount of the deferred underwriting

discounts payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a business combination

and such amount of deferred underwriting discounts is not available for us to use as consideration in an initial business combination.

If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming stockholders

will reflect our obligation to pay and the payment of the deferred underwriting discounts.

Consequently, if accepting all properly submitted

redemption requests would cause us to be unable to satisfy a closing condition as described above, unless the condition was waived, we

would not proceed with such redemption and the related business combination and may instead search for an alternate business combination.

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

The ability of our public stockholders

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

or optimize our capital structure.

At the time we enter into an

agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights and, therefore,

At the time we enter into

an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights and, therefore,

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

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

Our search for a business combination, and

any target business with which we ultimately consummate a business combination, may be materially adversely affected by the status of

debt and equity markets and other events.

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 status

of debt and equity markets and other events.

The status of debt and equity

6 unchanged sentences

and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected

by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the conflict in the Middle East and Southwest

by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the conflict in the Middle East.

The United States and global

markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict

and the recent escalation of the conflict in the Middle East and Southwest Asia.

In response to the ongoing Russia-Ukraine conflict,

the North Atlantic Treaty Organization (“ NATO ”) deployed additional military forces to eastern Europe, and the United

States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia,

Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank

Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue

to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or are expected to undertake military strikes

in Southwest Asia, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of

the conflict in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future,

by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created

global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing

conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit

and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any

resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital

Any of the abovementioned factors,

or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion

of Ukraine, the escalation of the conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely

affect our search for an initial business combination and any target business with which we may ultimately consummate an initial business

The extent and duration of

the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly

if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations

on a global scale.

Any such disruptions may also have the effect of heightening many of the other risks described in this section.

these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial business

combination, or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially

adversely affected.

and the recent escalation of the conflict in the Middle East.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic

Treaty Organization (“ NATO ”) deployed additional military forces to eastern Europe, and the United States, the United

Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and

related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial

Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide

military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of

Ukraine by Russia and the escalation of the conflict in the Middle East and the resulting measures that have been taken, and could be

taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other

countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length

and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility

in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability

and lack of liquidity in capital markets.

Any of the abovementioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian

invasion of Ukraine, the escalation of the conflict in the Middle East and subsequent sanctions or related actions, could adversely affect

our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination.

The extent and duration

of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial,

particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military

operations on a global scale.

Any such disruptions may also have the effect of heightening many of the other risks described in this

If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate

an initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination,

may be materially adversely affected.

We may not be able to complete our initial

business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up

and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less

than such amount in certain circumstances, and our warrants and rights will expire worthless.

Our sponsor, directors and

officers have agreed that we must complete our initial business combination within 18 months from the closing of our IPO (or up to

24 months from the closing of our IPO if we extend the period of time to consummate a business combination, as described in more

detail in this Report).

We may not be able to find a suitable target business and complete our initial business combination within such

Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility

in the capital and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disasters or

a significant outbreak of infectious diseases.

If we have not completed our

initial business combination within such time period or during any Extension Period, we will:

(1) cease all operations except for

the purpose of winding up;

(2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the

public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including

business combination within the prescribed time frame and/or extend the required date to complete our initial business combination, 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 receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants

and rights will expire worthless.

We must complete our initial

business combination by May 22, 2026, 18 months from the closing of our IPO.

However, if we anticipate that we may not be able to consummate

our initial business combination by May 22, 2026, we may, by resolution of our board, extend the period of time to consummate an initial

business combination up to six times, each by an additional one month (for a total of up to 24 months to complete a business combination).

In order to extend the time available for the Company to consummate an initial business combination, our sponsor or its affiliates or

designees must deposit into the trust account $229,700 ($0.0333 per share) on or prior to the date of the applicable deadline, for each

one-month extension.

Our sponsor or its affiliates or designates may not have sufficient funds and/or may not be able to raise sufficient

funds to deposit amounts in our trust account to allow for extensions of the date we are required to complete our initial business combination.

We may not be able to find

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

Our ability to complete our initial

business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other

risks described herein, including as a result of terrorist attacks, natural disasters or a significant outbreak of infectious diseases.

If we have not completed

our initial business combination within such time period or during any Extension Period, we will:

(1) cease all operations except

for the purpose of winding up;

(2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem

the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including

interest (less up to $100,000 of interest to pay dissolution expenses (which may include the costs associated with obtaining directors

11 unchanged sentences

risk factors herein.

If we seek stockholder approval of our initial

business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares, warrants

or rights from public stockholders, which may influence a vote on a proposed business combination and reduce the public “ float ”

of our securities.

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 or their affiliates may purchase shares in privately negotiated transactions

or in the open market either prior to or following the consummation of our initial business combination, although they are under no obligation

Please see “ Item 1.

Business—Organizational History and Business— Permitted

purchases and other transactions with respect to our securities ”

for a description of how such persons will determine which stockholders to seek to acquire shares from.

Such a purchase would 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 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.

purpose of such purchases would be to (1) increase the likelihood of closing the business combination or (2) 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 the business

combination, where it appears that such requirement would otherwise not be met.

This may result in the consummation of an initial business

combination that may not otherwise have been possible.

To the extent that any public shares are purchased such purchases will be in compliance

with all of the requirements set forth in Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated

by the SEC, including that such public shares will not be voted.

If we seek stockholder approval of our

initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase

shares, warrants or rights from public stockholders, which may influence a vote on a proposed business combination and reduce the public

“ float ” of our securities.

If we seek stockholder approval

of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer

rules, our sponsor, directors, officers or their affiliates may purchase shares in privately negotiated transactions or in the open market

either prior to or following the consummation of our initial business combination, although they are under no obligation to do so.

see “ Item 1.

Business — Organizational History

and Business— Permitted purchases and other transactions with respect to

our securities ” for a description of how our sponsor, directors,

officers, advisors or any of their respective affiliates will select which stockholders to enter into private transactions with.

Business—Organizational History and Business—Permitted purchases and other transactions with respect

to our securities ” for a description of how such persons will determine which stockholders to seek to acquire shares from.

Such a purchase would 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 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

would be to (1) increase the likelihood of closing the business combination or (2) 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 the business combination, where it

appears that such requirement would otherwise not be met.

This may result in the consummation of an initial business combination that

may not otherwise have been possible.

To the extent that any public shares are purchased such purchases will be in compliance with all

of the requirements set forth in Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by

the SEC, including that such public shares will not be voted.

See “ Item 1.

Business — Organizational History and

Business—Permitted purchases and other transactions with respect to our securities ” for a description of how our sponsor,

directors, officers, advisors or any of their respective affiliates will select which stockholders to enter into private transactions

In addition, if such purchases

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Many of these competitors

possess greater technical, human and other resources or more local 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 our IPO and the sale of the private placement units, 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, in the event we seek stockholder approval

of our initial business combination and we are obligated to pay cash for shares of our common stock, it will potentially reduce the resources

available to us for our initial business combination.

Any of these obligations may place us at a competitive disadvantage in successfully

negotiating our initial business combination.

If we have not completed our initial business combination within the required time period,

our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust

account and our warrants and rights will expire worthless.

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 herein.

possess greater technical, human and other resources or more local 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 our IPO and the sale of the private placement units, 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, in the event

we seek stockholder approval of our initial business combination and we are obligated to pay cash for shares of our common stock, it

will potentially reduce the resources available to us for our initial business combination.

Any of these obligations may place us at

a competitive disadvantage in successfully negotiating our initial business combination.

If we have not completed our initial business

combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain

circumstances, on the liquidation of our trust account and our warrants and rights will expire worthless.

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 herein.

If the funds not being held in the trust

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Report), we may be unable to complete our initial business combination.

The funds available to us outside

of the trust account may not be sufficient to allow us to operate for at least the 18 months following the closing of our IPO (or

up to 24 months from the closing of our IPO if we extend the period of time to consummate a business combination, as described in

more detail in this Report), assuming that our initial business combination is not completed during that time.

We expect to incur significant

costs in pursuit of our acquisition plans.

Management’s plans to address this need for capital through potential loans from certain

of our affiliates are discussed in the section of this Report titled “ Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

” However, our affiliates are not obligated to make loans to us in the future, and we may

not be able to raise additional financing from unaffiliated parties necessary to fund our expenses.

Any such event in the future may negatively

impact the analysis regarding our ability to continue as a going concern at such 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 the 18 months following the closing of

The funds available to us

outside of the trust account may not be sufficient to allow us to operate for at least the 18 months following the closing of our

IPO (or up to 24 months from the closing of our IPO if we extend the period of time to consummate a business combination, as described

in more detail in this Report), assuming that our initial business combination is not completed during that time.

We expect to incur

significant costs in pursuit of our acquisition plans.

Management’s plans to address this need for capital through potential loans

from certain of our affiliates are discussed in the section of this Report titled “ Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

” However, our affiliates are not obligated to make loans to us in the future,

and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses.

Any such event in the

future may negatively impact the analysis regarding our ability to continue as a going concern at such 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 the 18 months following the

closing of our IPO;

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

Of the funds available to us, we could use a portion of the funds

available to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion of the funds

as a down payment or to fund a “ no-shop ” provision (a provision in letters of intent designed to keep target businesses

from “ shopping ” around for transactions with other companies or investors on terms more favorable to such target businesses)

with respect to a particular proposed business combination, although we do not have any current intention to do so.

If we entered into

a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit

such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct

due diligence with respect to, a target business.

If we have not completed our initial business combination within the required time period,

our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust

account and our warrants and rights will expire worthless.

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 herein.

If the net proceeds of our IPO and the sale

of the private placement units not being held in the trust account are insufficient, it could limit the amount available to fund our search

for a target business or businesses and complete our initial business combination and we may depend on loans from our sponsor or management

team to fund our search, to pay our taxes and to complete our initial business combination.

Of the funds available to us, we could use a portion

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

We could also use a portion

of the funds as a down payment or to fund a “ no-shop ” provision (a provision in letters of intent designed to keep

target businesses from “ shopping ” around for transactions with other companies or investors on terms more favorable

to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention

If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently

required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching

for, or conduct due diligence with respect to, a target business.

If we have not completed our initial business combination within the

required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the

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

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 herein.

If the net proceeds of our IPO and the

sale of the private placement units not being held in the trust account are insufficient, it could limit the amount available to fund

our search for a target business or businesses and complete our initial business combination and we may depend on loans from our sponsor

or management team to fund our search, to pay our taxes and to complete our initial business combination.

Of the net proceeds of our

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trust account to fund our working capital requirements.

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

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

Neither our sponsor, members of our management

team nor any of their respective affiliates is under any obligation to loan funds to, or otherwise invest in, us in such circumstances.

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.

Neither our sponsor, members of our

management team nor any of their respective affiliates is under any obligation to loan funds to, or otherwise invest in, us in such circumstances.

Any such loans may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial

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Subsequent to our completion of our initial

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

could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could

cause you to lose some or all of your investment.

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 the price of our securities, 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 identify all material issues that

may be present with 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 post-combination debt

Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following

our initial business combination could suffer a reduction in the value of their securities.

Such stockholders and warrant holders are

unlikely to have a remedy for such reduction in value.

due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues

that may be present with 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

post-combination debt financing.

Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder,

respectively, following our initial business combination could suffer a reduction in the value of their securities.

Such stockholders

and warrant holders are unlikely to have a remedy for such reduction in value.

If we were deemed to be an investment company

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be required to liquidate the Company.

To avoid that result, we may determine, in our discretion, to liquidate the securities held in the

trust account.

To avoid that result, we may determine, in our discretion, to liquidate the securities held in

the trust account.

There is currently uncertainty

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instead be required to liquidate.

If we are required to liquidate, our investors would not be able to realize the benefits of owning stock

in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction,

and our rights and warrants would expire worthless.

If we are required to liquidate, our investors would not be able to realize the benefits of owning

stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a

transaction, and our rights and warrants would expire worthless.

We do not believe that our

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deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of

the Investment Company Act of 1940, as amended), which risk may increase the longer we hold the investments in the trust account, we may

at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment

the Investment Company Act of 1940, as amended), which risk may increase the longer we hold the investments in the trust account, we

may at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment

Company Act) instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the

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

As described in the risk factor

above entitled “ If we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as

amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete an initial business combination

As described in the risk

factor above entitled “ If we were deemed to be an investment company for purposes of the Investment Company Act of 1940,

as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete an initial business combination

and instead be required to liquidate the Company.

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We can give no assurance that a claim will not be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment

company under the Investment Company Act, our activities may be restricted, including:

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 initial business combination.

each of which may make it difficult for us to complete

our initial business combination.

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

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adoption of a specific form of corporate structure;

● reporting, record keeping, voting, proxy and disclosure requirements

and other rules and regulations that we are currently not subject to.

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

that we are currently not subject to.

We do not believe that our

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account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank.

deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses

for which we have not allotted funds and may hinder our ability to complete a business combination.

If we have not completed our initial

business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less

in certain circumstances, on the liquidation of our trust account and our warrants and rights will expire worthless.

were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional

expenses for which we have not allotted funds and may hinder our ability to complete a business combination.

If we have not completed

our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share,

or less in certain circumstances, on the liquidation of our trust account and our warrants and rights will expire worthless.

Changes in laws or regulations, or a failure

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

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

initial business combination, and results of operations.

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 initial business combination, and results of operations.

Because we are not limited to a particular

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Although we expect to focus

our search for a target business by concentrating our efforts on the production, servicing and transportation of Oil, Gas and LNG, we

may seek to complete a business combination with an operating company of any size (subject to our satisfaction of the 80% of net assets

test) and in any industry, sector or geographic area.

However, we will not, under our amended and restated certificate of incorporation,

be permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations.

Because we have not yet selected or approached 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 initial 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 development stage entity.

Although our directors and officers 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.

our search for a target business by concentrating our efforts on the transitional energy sector, we may seek to complete a business combination

with an operating company of any size (subject to our satisfaction of the 80% of net assets test) and in any industry, sector or geographic

However, we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our initial business

combination solely with another blank check company or similar company with nominal operations.

Because we have not yet selected or approached

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.

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

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 development stage entity.

our directors and officers 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

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Although we intend to target

a business combination in the production, servicing and transportation of Oil, Gas and LNG, we may consider a business combination outside

of our target focus, which may be outside of our management’s areas of expertise.

If a business combination candidate is presented

to us and we determine that such candidate offers an attractive acquisition opportunity for our company, we may pursue it.

we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be

directly applicable to its evaluation or operation, and the information contained in this Report regarding the areas of our management’s

expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able

to adequately ascertain or assess all of the significant risk factors relevant to such acquisition.

Accordingly, any stockholder or warrant

holder who chooses to remain a stockholder or warrant holder, respectively, following our initial business combination could suffer a

reduction in the value of their securities.

Such stockholders and warrant holders are unlikely to have a remedy for such reduction in

a business combination in the transitional energy sector, we may consider a business combination outside of our target focus, which may

be outside of our management’s areas of expertise.

If a business combination candidate is presented to us and we determine that

such candidate offers an attractive acquisition opportunity for our company, we may pursue it.

In the event we elect to pursue an acquisition

outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation

or operation, and the information contained in this Report regarding the areas of our management’s expertise would not be relevant

to an understanding of the business that we elect to acquire.

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

assess all of the significant risk factors relevant to such acquisition.

Accordingly, any stockholder or warrant holder who chooses to

remain a stockholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value

of their securities.

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

Although we have identified general criteria

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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 applicable law or stock exchange listing

requirements, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us to attain stockholder

approval of our initial business combination if the target business does not meet our general criteria and guidelines.

If we have not

completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00

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 applicable law or stock exchange

listing requirements, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us to attain

stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines.

we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately

$10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants and rights will expire worthless.

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an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

To the extent we complete our

initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of

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

To the extent we complete

our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record

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

include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings,

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regarding fairness.

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.

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 initial

business combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our company

from a financial point of view.

business combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our

company from a financial point of view.

If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors,

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Resources could be wasted in researching

acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another

If we have not completed our initial business combination within the required time period, 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 and rights will expire worthless.

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

another business.

If we have not completed our initial business combination within the required time period, 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 and rights will expire worthless.

We anticipate that the investigation

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

If we decide not to

complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be

If we decide not

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

be recoverable.

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

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$10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants and rights will expire worthless.

Our ability to successfully effect our initial

business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us

following our initial business combination.

The loss of our or a target’s key personnel could negatively impact the operations and

profitability of our post-combination business.

Our ability to successfully effect our

initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may

join us following our initial business combination.

The loss of our or a target’s key personnel could negatively impact the operations

and profitability of our post-combination business.

Our ability to successfully

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Our key personnel may or may not remain with

Although some of our key personnel may remain with the target business in senior management, board or advisory positions following

our initial business combination, it is likely that some or all of the management of the target business will remain in place.

intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment

of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated

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

Although some of our key personnel may remain with the target business in senior management, board or advisory positions

following our initial 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 engage after our initial business combination, we cannot assure you that our

assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company

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

In addition, the directors

and officers of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a business combination

target’s key personnel could negatively impact the operations and profitability of our post-combination business.

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

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the

acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate

will not wish to remain in place.

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

The departure of a business

combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

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

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition

candidate will not wish to remain in place.

The loss of key personnel could negatively impact the operations and profitability of our

post-combination business.

We may have limited ability to assess the

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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.

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

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

contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate

we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate

following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to

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and profitability.

The net proceeds from our IPO

and the sale of the private placement units provided us with $69,000,000 of trust account funds that we may use to complete our initial

The net proceeds from our

IPO and the sale of the private placement units provided us with $69,000,000 of trust account funds that we may use to complete our initial

business combination (which includes $2,070,000 of deferred underwriting discounts being held in the trust account.

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

completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic,

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

competitive and regulatory risks.

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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.

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

This lack of diversification

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acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its

business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay

our ability, to complete our initial business combination.

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

additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers)

and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies

in a single operating business.

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

of operations.

We may attempt to complete our initial business

combination with a private company about which little information is available, which may result in a business combination with a company

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

business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and

delay our ability, to complete our initial business combination.

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

including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are

multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of

the acquired companies in a single operating business.

If we are unable to adequately address these risks, it could negatively impact

our profitability and results of operations.

We may attempt to complete our initial

business combination with a private company about which little information is available, which may result in a business combination with

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

In pursuing our acquisition

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government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

The Committee on Foreign Investment

The Committee on Foreign

Investment in the U.S.

(“ CFIUS ”) is an interagency committee authorized to review certain transactions involving acquisitions

and investments in the U.S.

by foreign persons in order to determine the effect of such transactions on the national security of the U.S.

by foreign persons in order to determine the effect of such transactions on the national security of the

CFIUS has jurisdiction to review transactions that could result in control of a U.S.

business directly or indirectly by a foreign person,

certain non-controlling investments that afford the foreign investor non-passive rights in a “ TID U.S.

business directly or indirectly by a foreign

person, certain non-controlling investments that afford the foreign investor non-passive rights in a “ TID U.S.

(defined as a U.S.

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(2) owns or operates certain critical infrastructure;

or (3) collects or maintains directly or indirectly sensitive personal data of U.S.

or (3) collects or maintains directly or indirectly sensitive personal data of

citizens), and certain acquisitions, leases, and concessions involving real estate even with no underlying U.S.

Certain categories

of acquisitions of and investments in a U.S.

categories of acquisitions of and investments in a U.S.

business also may be subject to a mandatory notification requirement.

While our sponsor is not, nor

Our sponsor is not, nor

is it controlled by or have substantial ties to a non-U.S.

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business is subject to CFIUS review, we may determine that we are required to make a mandatory filing or that we will submit

a voluntary notice to CFIUS, or to proceed with the business combination without notifying CFIUS and risk CFIUS intervention, before or

after the closing of our initial business combination.

a voluntary notice to CFIUS, or to proceed with the business combination without notifying CFIUS and risk CFIUS intervention, before

or after the closing of our initial business combination.

CFIUS may decide to block or delay our business combination, impose conditions

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affected in terms of competing with other blank check companies or investment partners that do not have similar foreign ownership issues.

Moreover, the process of government

review, whether by the CFIUS or otherwise, could be lengthy, and we have 18 months (or up to 24 months if we extend the time

to complete our initial business combination in accordance with the procedures set forth in our amended and restated certificate of incorporation.

If the review process extends beyond such timeframe or our business combination is ultimately prohibited by CFIUS or another U.S.

entity, we may be required to liquidate our company.

In such circumstances, our warrants and rights will expired worthless.

Moreover, the process of

government review, whether by the CFIUS or otherwise, could be lengthy, and we have 18 months (or up to 24 months if we extend

the time to complete our initial business combination in accordance with the procedures set forth in our amended and restated certificate

of incorporation.

If the review process extends beyond such timeframe or our business combination is ultimately prohibited by CFIUS or

government entity, we may be required to liquidate our company.

In such circumstances, our warrants and rights will expire

Our management may not be able to maintain

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

securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post

business combination company, depending on valuations ascribed to the target and us in our initial business combination transaction.

example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the

issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in

connection with financing our initial business combination.

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

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 issued and 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

shares 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.

securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the

post business combination company, depending on valuations ascribed to the target and us in our initial business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of

the issued and outstanding capital stock, shares or other equity securities of a target, or issue a substantial number of new shares

to third-parties in connection with financing our initial business combination.

In this case, we would acquire a 100% interest in

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 issued and 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 shares 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 may be unable to obtain additional financing

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or abandon a particular business combination.

Although we believe that the

net proceeds of our IPO and the sale of the private placement units will be sufficient to allow us to complete our initial business combination,

because we have not yet selected any target business we cannot ascertain the capital requirements for any particular transaction.

net proceeds of our IPO and the sale of the private placement units prove to be insufficient, either because of the size of our initial

business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a

significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of

negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional

Although we believe that

the net proceeds of our IPO and the sale of the private placement units will be sufficient to allow us to complete our initial business

combination, because we have not yet selected any target business we cannot ascertain the capital requirements for any particular transaction.

If the net proceeds of our IPO and the sale of the private placement units prove to be insufficient, either because of the size of our

initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for

cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the

terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional

financing or to abandon the proposed business combination.

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business candidate.

In addition, even if we do

not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth

of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development or

In addition, even if we

do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or

growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development

or growth of the target business.

None of our directors, officers or stockholders are required to provide any financing to us in connection

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If we have not completed our initial business combination within the required time period,

our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust

account, and our warrants and rights will expire worthless.

our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our

trust account, and our warrants and rights will expire worthless.

Because we must furnish our stockholders

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with some prospective target businesses.

The federal proxy rules require

that a proxy statement with respect to a vote on a 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, accounting principles generally accepted in the United States of America,

GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS,

depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards

of the Public Company Accounting Oversight Board (United States), or PCAOB.

These financial 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 financial statements in accordance with federal proxy rules and complete our initial business combination within

the prescribed time frame.

The federal proxy rules

require that a proxy statement with respect to a vote on a 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, accounting principles generally accepted in the United States

of America, or U.S.

GAAP, or international financial reporting standards as issued by the International Accounting Standards Board,

or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the

standards of the Public Company Accounting Oversight Board (United States), or PCAOB.

These financial 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 financial statements in accordance with federal proxy rules and complete our initial business combination

within the prescribed time frame.

Compliance obligations under the Sarbanes-Oxley Act

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and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act

requires that we evaluate and report on our system of internal controls beginning with this Report.

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.

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 business with which we seek to complete our initial 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 acquisition.

Section 404 of the

Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Report.

event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will

we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over

financial reporting.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act

particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial

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 acquisition.

If our management team pursues a company

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regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business

combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an

international setting (including how relevant governments respond to such factors), including any of the following:

● costs and difficulties inherent in managing cross-border business

operations and complying with commercial and legal requirements of overseas markets;

If we effect our initial

business combination with such a company, we would be subject to any special considerations or risks associated with companies operating

in an international setting (including how relevant governments respond to such factors), including any of the following:

costs and difficulties inherent in managing cross-border business operations and complying with

commercial and legal requirements of overseas markets;

rules and regulations regarding currency redemption;

complex corporate withholding taxes on individuals;

● laws governing the manner in which future business combinations

may be effected;

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

tariffs and trade barriers;

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longer payment cycles;

● tax consequences, such as tax law changes, including termination

or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as

compared to the United States;

● currency fluctuations and exchange controls, including devaluations

and other exchange rate movements;

tax consequences, such as tax law changes, including termination or reduction of tax and other incentives

that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States;

currency fluctuations and exchange controls, including devaluations and other exchange rate movements;

rates of inflation, price instability and interest rate fluctuations;

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energy shortages;

● crime, strikes, riots, civil disturbances, terrorist attacks,

natural disasters, wars and other forms of social instability;

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

of social instability;

deterioration of political relations with the United States;

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business combination is unfamiliar with U.S.

securities laws, they may have to expend time and resources becoming familiar with such

laws, which could lead to various regulatory issues.

securities laws, they may have to expend time and resources becoming familiar with

such laws, which could lead to various regulatory issues.

Following our initial business

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After our initial business combination,

our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies,

developments and conditions in the country in which we operate.

The economic, political and

social conditions, as well as government policies, of the country in which our operations are located could affect our business.

growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand

for spending in certain industries.

A decrease in demand for spending in certain industries could materially and adversely affect our

ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business

combination, the ability of that target business to become profitable.

We may face risks related to companies in

our target industries.

If we are successful in completing

a business combination with a target business in the production, servicing and transportation of Oil, Gas and LNG, we may be subject to,

and possibly adversely affected by, the following risks:

● an inability to compete effectively in a highly competitive

environment with many incumbents having substantially greater resources;

● an inability to manage rapid change, increasing expectations

● a reliance on proprietary technology to provide services

and to manage our operations, and the failure of this technology to operate effectively, or our failure to use such technology effectively;

● an inability to license or enforce intellectual property

rights on which our business may depend;

● any significant disruption in our computer systems or those

of third parties that we would utilize in our operations;

● an inability by us, or a refusal by third parties, to license

content to us upon acceptable terms;

● potential liability for negligence, copyright, or trademark

infringement or other claims based on the nature and content of materials that we may distribute;

our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government

policies, developments and conditions in the country in which we operate.

The economic, political

and social conditions, as well as government policies, of the country in which our operations are located could affect our business.

Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in

If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be

less demand for spending in certain industries.

A decrease in demand for spending in certain industries could materially and adversely

affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our

initial business combination, the ability of that target business to become profitable.

We may face risks related to companies

in our target industries.

If we are successful in

completing a business combination with a target business in the transitional energy sector, we may be subject to, and possibly adversely

affected by, the following risks:

an inability to compete effectively in a highly competitive environment with many incumbents having

substantially greater resources;

an inability to manage rapid change, increasing expectations and growth;

a reliance on proprietary technology to provide services and to manage our operations, and the failure

of this technology to operate effectively, or our failure to use such technology effectively;

an inability to license or enforce intellectual property rights on which our business may depend;

any significant disruption in our computer systems or those of third parties that we would utilize

in our operations;

an inability by us, or a refusal by third parties, to license content to us upon acceptable terms;

potential liability for negligence, copyright, or trademark infringement or other claims based on

the nature and content of materials that we may distribute;

competition for advertising revenue;

● disruption or failure of our networks, systems or technology

as a result of computer viruses, “ cyber- attacks, ” misappropriation of data or other malfeasance, as well as outages,

natural disasters, terrorist attacks, accidental releases of information or similar events;

● an inability to obtain necessary hardware, software and operational

disruption or failure of our networks, systems or technology as a result of computer viruses, “ cyber-

attacks, ” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental

releases of information or similar events;

an inability to obtain necessary hardware, software and operational support;

reliance on third-party vendors or service providers.

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an initial business combination.

In recent years, the number

of special purpose acquisition companies that have been formed has increased substantially.

Many potential targets for special purpose

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

In recent years, the

number of special purpose acquisition companies that have been formed has increased substantially.

Many potential targets for special

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

companies preparing for an initial public offering, as well as many such companies currently in registration.

As a result, at times, fewer

attractive targets may be available to consummate an initial business combination.

As a result, at times,

fewer attractive targets may be available to consummate an initial business combination.

In addition, because there

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in the trust account are reduced below the lesser of (1) $10.00 per public share or (2) such lesser amount per public share

held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in

each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations

held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets,

in each case net of the interest which may be withdrawn to pay 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

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in determining whether a particular business combination is the most advantageous.

Our key personnel may be able

to remain with the company after the completion of our initial 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

Our key personnel may be

able to remain with the company after the completion of our initial 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 our initial business combination.

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under applicable law.

However, we believe the ability

of such individuals to remain with us after the completion of our initial 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

key personnel will remain with us after the completion of our initial business combination.

We cannot assure you that any of our key personnel

will remain in senior management or advisory positions with us.

The determination as to whether any of our key personnel will remain with

us will be made at the time of our initial business combination.

Our directors and officers 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 initial business combination.

However, we believe the

ability of such individuals to remain with us after the completion of our initial 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 key personnel will remain with us after the completion of our initial business combination.

We cannot assure you that any of our

key personnel will remain in senior management or advisory positions with us.

The determination as to whether any of our key personnel

will remain with us will be made at the time of our initial business combination.

Our directors and officers 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 initial business combination.

Our directors and officers

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prior to the completion of our initial business combination.

Each of our officers is engaged in several 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.

Each of our officers is engaged in several 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.

Certain of our independent directors also serve as officers and/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 initial business combination.

For a complete discussion of our officers’ and directors’ other business affairs, please

see “ Item 10.

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 initial business combination.

For a complete discussion of our officers’ and directors’ other business

affairs, please see “ Item 10.

Directors, Executive Officers, and Corporate Governance— Directors and Officers.

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be presented.

Until we consummate our initial

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

Our sponsor and directors

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

For more information,

see the section entitled “ Item 10.

Until we consummate our

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

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

information, see the section entitled “ Item 10.

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

Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other

blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination.

Moreover, certain of our directors and officers have time and attention requirements for investment funds of which affiliates of our sponsor

are the investment managers.

blank check companies, including in connection with their initial business combinations, prior to us completing our initial business

Moreover, certain of our directors and officers have time and attention requirements for investment funds of which affiliates

of our sponsor are the investment managers.

Our directors and officers

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.

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

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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 the company and it is an

opportunity that we are able to complete on a reasonable basis.

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.

such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is

an opportunity that we are able to complete on a reasonable basis.

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—Directors and Officers, ” “ Item

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Accordingly, such persons or entities may have a conflict between their interests and ours.

a result, there may be substantial overlap between companies that would be a suitable business combination for us and companies that would

make an attractive target for such other affiliates.

As a result, there may be substantial overlap between companies that would be a suitable business combination for us and companies that

would make an attractive target for such other affiliates.

We may engage in a business combination

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which may raise potential conflicts of interest.

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

affiliated with our sponsor, directors and officers.

Certain of our directors and officers also serve as officers and board members for

other entities, including those described under “ Item 10.

Directors, Executive Officers, and Corporate Governance—Conflicts

In light of the involvement

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

directors and officers.

Certain of our directors and officers also serve as officers and board members for other entities, including

those described under “ Item 10.

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

Such entities may compete with us for business combination opportunities.

Our sponsor, directors and officers

are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which

they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities.

Although we 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 and guidelines for a business combination as set forth in “ Item

Business—Organizational History and Business— Effecting Our Initial

Business Combination — Selection of a target business and structuring of our initial business combination ”

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

Despite our agreement that we, or a committee

of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or another valuation or

appraisal firm that regularly renders fairness opinions on the type of target business we are seeking to acquire, regarding the fairness

to our company from a financial point of view of a business combination with one or more businesses affiliated with our sponsor, directors

or officers, 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, directors and officers are not currently aware

of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and

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

Although we 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 and guidelines for a business combination as set forth in “ Item 1.

Business—Organizational

History and Business—Effecting Our Initial Business Combination — Selection of a target business and structuring

of our initial business combination ” and such transaction was approved by a majority of our independent and disinterested directors.

Despite our agreement that we, or a committee of independent and disinterested directors, will obtain an opinion from an independent

investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business

we are seeking to acquire, regarding the fairness to our company from a financial point of view of a business combination with one or

more businesses affiliated with our sponsor, directors or officers, 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

Since our initial stockholders will lose

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a particular business combination target is appropriate for our initial business combination.

On January 13, 2022, our

sponsor initially subscribed for an aggregate of 3,593,750 founders shares.

In connection with a reduction in the planned size of the

offering, the subscription agreement was amended and restated on October 10, 2022, on December 28, 2022, and on December 1,

On January 13, 2022,

our sponsor initially subscribed for an aggregate of 3,593,750 founder shares.

In connection with a reduction in the planned size of

the offering, the subscription agreement was amended and restated on October 10, 2022, on December 28, 2022, and on December 1,

2023, the subscription agreement was further amended and restated in connection with a change in the proposed terms of the offering to

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

In addition, our sponsor purchased

an 265,000 private placement units simultaneously with our IPO, each unit consisting of one share of common stock, one warrant and one

right, with each warrant exercisable for one share of common stock, for a purchase price of $2,650,000 in the aggregate and each right

entitling the holder to one-eighth of one share of common stock upon completion of the initial business combination, or $10.00 per

unit, that will also be worthless if we do not complete a business combination.

In addition, our sponsor

purchased 265,000 private placement units simultaneously with our IPO, each unit consisting of one share of common stock, one warrant

and one right, with each warrant exercisable for one share of common stock, for a purchase price of $2,650,000 in the aggregate and each

right entitling the holder to one-eighth of one share of common stock upon completion of the initial business combination, or $10.00

per unit, that will also be worthless if we do not complete a business combination.

The founder shares are identical

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stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation

to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our

initial business combination within 18 months from the closing of the IPO (May 22, 2026)(or up to 24 months from the closing of our IPO

(November 22, 2026) if we extend the period of time to consummate a business combination, as described in more detail in this Report)

to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete

our initial business combination within 18 months from the closing of the IPO (May 22, 2026)(or up to 24 months from the closing of our

IPO (November 22, 2026) if we extend the period of time to consummate a business combination, as described in more detail in this Report)

or (B) with respect to any other provision relating to stockholders’ rights or pre- initial business combination activity;

and (iii) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail

to complete our initial business combination within 18 months from the closing of the IPO (May 22, 2026)(or up to 24 months from the closing

of our IPO (November 22, 2026) if we extend the period of time to consummate a business combination, as described in more detail in this

Report) or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect

to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame);

founder shares are entitled to registration rights.

If we submit our initial business combination to our public stockholders for

a vote, our initial stockholders have agreed (and their respective permitted transferees will agree), pursuant to the terms of a letter

agreement entered into with us, to vote their founder shares and any public shares held by them purchased during or after our IPO in favor

of our initial business combination.

While we do not expect our board of directors to approve any amendment to or waiver of the letter

agreement, investment agreements or registration rights agreement prior to our initial business combination, it may be possible that our

board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments

to or waivers of such agreements in connection with the consummation of our initial business combination.

Any such amendments or waivers

would not require approval from our stockholders, may result in the completion of our initial business combination that may not otherwise

have been possible, and may have an adverse effect on the value of an investment in our securities.

to complete our initial business combination within 18 months from the closing of the IPO (May 22, 2026)(or up to 24 months from the

closing of our IPO (November 22, 2026) if we extend the period of time to consummate a business combination, as described in more detail

in this Report) or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with

respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame);

(3) the founder shares are entitled to registration rights.

If we submit our initial business combination to our public stockholders

for a vote, our initial stockholders have agreed (and their respective permitted transferees will agree), pursuant to the terms of a

letter agreement entered into with us, to vote their founder shares and any public shares held by them purchased during or after our

IPO in favor of our initial business combination.

While we do not expect our board of directors to approve any amendment to or waiver

of the letter agreement, investment agreements or registration rights agreement prior to our initial business combination, it may be

possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one

or more amendments to or waivers of such agreements in connection with the consummation of our initial business combination.

amendments or waivers would not require approval from our stockholders, may result in the completion of our initial business combination

that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities.

The personal and financial

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

risk may become more acute as the 18-month deadline following the closing of our IPO nears, which is the deadline for the completion

This risk may become more acute as the 18-month deadline following the closing of our IPO nears, which is the deadline for the completion

of our initial business combination.

The nominal purchase price paid by our sponsor

for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial

business combination.

The nominal purchase price paid by our

sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of

our initial business combination.

We sold units at an offering

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trading price of our public shares at such time is substantially less than $10.00 per share.

Our sponsor has invested in

us an aggregate of $2,675,000, comprised of the $25,000 purchase price for the founder shares and the $2,650,000 purchase price for the

private placement units.

Our sponsor has invested

in us an aggregate of $2,675,000, comprised of the $25,000 purchase price for the founder shares and the $2,650,000 purchase price for

the private placement units.

Assuming a trading price of $10.00 per share upon consummation of our initial business combination, the

2,300,000 founder shares and 265,000 private placement units would have an aggregate implied value of $22,650,000.

Even if the trading price of

our common stock was as low as approximately $1.18 per share, and the private placement units were worthless, the value of the founder

shares would be equal to the sponsor’s initial investment in us.

As a result, our sponsor is likely to be able to recoup its investment

in us and make a substantial profit on that investment, even if our public shares have lost significant value.

Accordingly, our management

team, which owns interests in our sponsor, may have an economic incentive that differs from that of the public stockholders to pursue

and consummate an initial business combination rather than to liquidate and to return all of the cash in the trust to the public stockholders,

even if that business combination were with a riskier or less-established target business.

For the foregoing reasons, you should

consider our management team’s financial incentive to complete an initial business combination when evaluating whether to redeem

your shares prior to or in connection with the initial business combination.

Even if the trading

price of our common stock was as low as approximately $1.18 per share, and the private placement units were worthless, the value of the

founder shares would be equal to the sponsor’s initial investment in us.

As a result, our sponsor is likely to be able to recoup

its investment in us and make a substantial profit on that investment, even if our public shares have lost significant value.

our management team, which owns interests in our sponsor, may have an economic incentive that differs from that of the public stockholders

to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the trust to the public

stockholders, even if that business combination were with a riskier or less-established target business.

For the foregoing reasons,

you should consider our management team’s financial incentive to complete an initial business combination when evaluating whether

to redeem your shares prior to or in connection with the initial business combination.

We do not have a specified maximum redemption

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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 us not to comply with any net tangible asset or cash requirement that may be contained in the agreement relating

to our initial business combination, unless such condition is waived.

As a result, we may be able to complete our initial 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 initial business combination and do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor,

directors, officers, advisors or any of their respective affiliates.

In the event the aggregate cash consideration we would be required

to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to

the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business

combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof, and

we instead may search for an alternate business combination.

Our amended and restated

certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public

shares in an amount that would cause us not to comply with any net tangible asset or cash requirement that may be contained in the agreement

relating to our initial business combination, unless such condition is waived.

As a result, we may be able to complete our initial 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 initial business combination and do not conduct redemptions in connection with our initial

business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our

sponsor, directors, officers, advisors or any of their respective affiliates.

In the event the aggregate cash consideration we would

be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions

pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete

the business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders

thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business

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that some of our stockholders may not support.

In order to effectuate an initial

business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing

instruments, including their warrant agreements and rights agreements.

For example, blank check companies have amended the definition

of business combination, increased redemption thresholds, 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.

assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments, including the

warrant agreement, or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered in our IPO, we

would register, or seek an exemption from registration for, the affected securities.

In order to effectuate an

initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified

governing instruments, including their warrant agreements and rights agreements.

For example, blank check companies have amended the

definition of business combination, increased redemption thresholds, extended the time to consummate an initial business combination

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

We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments, including

the warrant agreement, or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered in our IPO,

we would register, or seek an exemption from registration for, the affected securities.

Certain provisions of our amended and restated

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which is a lower amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend our amended

and restated certificate of incorporation and the trust agreement to facilitate the completion of an initial business combination that

some of our stockholders may not support.

Our amended and restated certificate

of incorporation provides that any of its provisions (related to pre-business combination activity (including the requirement to

fund the trust account and not release such amounts except in specified circumstances and to provide redemption rights to public stockholders

It may be easier for us, therefore, to amend our

amended and restated certificate of incorporation and the trust agreement to facilitate the completion of an initial business combination

that some of our stockholders may not support.

Our amended and restated

certificate of incorporation provides that any of its provisions (related to pre-business combination activity (including the requirement

to fund the trust account and not release such amounts except in specified circumstances and to provide redemption rights to public stockholders

as described herein) may be amended if approved by holders of at least a majority of our common stock, and corresponding provisions of

the trust agreement governing the release of funds from our trust account may be amended if approved by holders of a majority of our common

In all other instances, our amended and restated certificate of incorporation provides that it may be amended by holders of a majority

of our common stock, 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 or on our initial business combination.

stockholders, who collectively beneficially own 26.8% of our common stock, may 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 will govern our pre-business combination

behavior more easily than some other blank check companies, and this may increase our ability to complete our initial 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.

the trust agreement governing the release of funds from our trust account may be amended if approved by holders of a majority of our

common stock.

In all other instances, our amended and restated certificate of incorporation provides that it may be amended by holders

of a majority of our common stock, 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 or on our initial business

Our initial stockholders, who collectively beneficially own 28.7% of our common stock, may 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

As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which will govern

our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete

our initial 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

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CO2 Energy Transition, LLC,

our sponsor, beneficially owns approximately 26.8% of the outstanding shares of our common stock.

As a result, it has significant influence

on the stockholder vote.

Consequently, it has the ability to influence matters affecting our stockholders and therefore exercises significant

control in determining the outcome of a number of corporate transactions or other matters.

our sponsor, beneficially owns approximately 28.7% of our common stock.

As a result, it has significant influence on the stockholder

Consequently, it has the ability to influence matters affecting our stockholders and therefore exercises significant control in

determining the outcome of a number of corporate transactions or other matters.

Additionally, it will be difficult if not impossible

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well as whether any changes are made in the Board of Directors.

As a potential investor in the Company, you should keep in mind that even

if you own shares of our common stock and wish to vote them at annual or special stockholder meetings, your shares will have little effect

on the outcome of corporate decisions.

Because CO2 Energy Transition, LLC will significantly influence the vote on all stockholder matters,

investors may find it difficult to replace our management if they disagree with the way our business is being operated.

The interests

of CO2 Energy Transition, LLC may not coincide with our interests or the interests of other stockholders.

As a potential investor in the Company, you should keep in mind that

even if you own shares of our common stock and wish to vote them at annual or special stockholder meetings, your shares will have little

effect on the outcome of corporate decisions.

Because CO2 Energy Transition, LLC will significantly influence the vote on all stockholder

matters, investors may find it difficult to replace our management if they disagree with the way our business is being operated.

interests of CO2 Energy Transition, LLC may not coincide with our interests or the interests of other stockholders.

CO2 Energy Transition, LLC

acquired its shares of common stock for substantially less than the price of the shares of common stock acquired in our IPO, and/or the

current trading price of our common stock, and may have interests, with respect to their common stock, that are different from other investors

and the concentration of voting power held by CO2 Energy Transition, LLC may have an adverse effect on the price of our common stock.

In addition, as a result of

their substantial ownership in our company, CO2 Energy Transition, LLC may exert a substantial influence on other 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 CO2 Energy Transition, LLC purchases any shares of our common stock in the aftermarket

or in privately negotiated transactions, this would increase its influence over these actions.

Accordingly, CO2 Energy Transition, LLC

will exert significant influence over actions requiring a stockholder vote at least until the completion of our initial business combination.

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 50% of the then outstanding public

Our warrants were issued in

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

agreement provides that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing

any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of

the warrants and the warrant agreement set forth in the prospectus associated with our IPO, or defective provision or (ii) adding

or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement

may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants

under the warrant agreement and (b) all other modifications or amendments require the vote or written consent of at least 50% of

the then outstanding public warrants, provided that any amendment that solely affects the terms of the private placement units or any

provision of the warrant agreement solely with respect to the private placement units also requires at least a majority of the then outstanding

private placement units.

Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least

50% of the then outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the public warrants

with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments

to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of common

stock purchasable upon exercise of a warrant.

current trading price of our common stock, and may have interests, with respect to their common stock, that are different from other

investors and the concentration of voting power held by CO2 Energy Transition, LLC may have an adverse effect on the price of our common

In addition, as a result

of their substantial ownership in our company, CO2 Energy Transition, LLC may exert a substantial influence on other 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 CO2 Energy Transition, LLC purchases any shares of our common stock in

the aftermarket or in privately negotiated transactions, this would increase its influence over these actions.

Accordingly, CO2 Energy

Transition, LLC will exert significant influence over actions requiring a stockholder vote at least until the completion of our initial

business combination.

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 50% of the then outstanding

public warrants.

Our warrants were issued

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

warrant agreement provides that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of

(i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description

of the terms of the warrants and the warrant agreement set forth in the prospectus associated with our IPO, or defective provision or

(ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to

the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered

holders of the warrants under the warrant agreement and (b) all other modifications or amendments require the vote or written consent

of at least 50% of the then outstanding public warrants, provided that any amendment that solely affects the terms of the private placement

units or any provision of the warrant agreement solely with respect to the private placement units also requires at least a majority

of the then outstanding private placement units.

Accordingly, we may amend the terms of the public warrants in a manner adverse to a

holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.

Although our ability to amend the

terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such

amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease

the number of shares of common stock purchasable upon exercise of a warrant.

A provision of our warrant agreement may

make it more difficult for us to consummate an initial business combination.

Unlike some blank check companies,

(i) we issue additional shares of common stock or equity-linked

securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective

issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith

by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder

shares held by our sponsor or their respective affiliates, as applicable, prior to such issuance) (the “ Newly Issued Price ”),

(ii) the aggregate gross proceeds from such issuances represent

more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the

date of the completion of our initial business combination (net of redemptions), and

(iii) the volume weighted average trading price of shares of our

common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business

combination (such price, the “ Market Value ”) is below $9.20 per share,

then the exercise price of the warrants will be

adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price

described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Unlike some blank check

companies, if

(i) we issue additional

shares of common stock or equity-linked securities for capital raising purposes in connection

with the closing of our initial business combination at an issue price or effective issue

price of less than $9.20 per share of common stock (with such issue price or effective issue

price to be determined in good faith by our board of directors and, in the case of any such

issuance to our sponsor or its affiliates, without taking into account any founder shares

held by our sponsor or their respective affiliates, as applicable, prior to such issuance)

(the “ Newly Issued Price ”),

the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,

and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial

business combination (net of redemptions), and

the volume weighted average trading price of shares of our common stock during the 20 trading day

period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “ Market

Value ”) is below $9.20 per share,

then the exercise price of the warrants will

be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger

price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued

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

Once the warrants become exercisable, we may redeem

the outstanding warrants (except the private placement units):

Once the warrants become

exercisable, we may redeem the outstanding warrants (except the private placement units):

in whole and not in part;

at a price of $0.01 per warrant;

● upon not less than 30 days’ prior written notice of

redemption to each warrant holder;

● and if, and only if, there is a current registration statement

in effect with respect to the shares of common stock underlying such warrants;

● if, and only if, the last reported sale price of shares of our

common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send

the notice of redemption to the warrant holders (the “ Reference Value ”) equals or exceeds $18.00 per share (as adjusted

for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant).

If the foregoing conditions are satisfied and

we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date.

the price of the shares of common stock may fall below the $18.00 trigger price as well as the $11.50 warrant exercise price after the

redemption notice is issued.

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

and if, and only if, there is a current registration statement in effect with respect to the shares

of common stock underlying such warrants;

if, and only if, the last reported sale price of shares of our common stock for any 20 trading days

within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the

warrant holders (the “ Reference Value ”) equals or exceeds $18.00 per share (as adjusted for adjustments to the

number of shares issuable upon exercise or the exercise price of a warrant).

If the foregoing conditions

are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption

However, the price of the shares of common stock may fall below the $18.00 trigger price as well as the $11.50 warrant exercise

price after the redemption notice is issued.

Our warrant agreement designates the courts

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to the forum provisions in our warrant agreement.

If any action, the subject matter of which is within the scope the forum provisions

If any action, the subject matter of which is within the scope of the forum provisions

of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court

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and result in a diversion of the time and resources of our management and board of directors.

Provisions in our amended and restated certificate

of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future

for shares of our 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 three-year director terms and the ability of the board of directors to designate the terms

of and issue new series of preferred stock, which may make more difficult the removal of management and may discourage transactions that

otherwise could involve payment of a premium over prevailing market prices for our securities.

Section 203 of the DGCL affects the

ability of an “ interested stockholder ” to engage in certain business combinations, for a period of three years

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 shares of our 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 three-year director terms and the ability of the board of directors to designate

the terms of and issue new series of preferred stock, which may make more difficult the removal of management and may discourage transactions

that otherwise could involve payment of a premium over prevailing market prices for our securities.

Section 203 of the DGCL affects

the ability of an “ interested stockholder ” to engage in certain business combinations, for a period of three years

following the time that the stockholder becomes an “ interested stockholder.

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These charter provisions may limit the ability of third parties to acquire control of

Provisions in our amended and restated certificate

of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated certificate

of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf,

(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders,

(iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL

or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors,

officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware,

except any action (A) as to which the Court of Chancery of 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) 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.

If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have

consented to service of process on such stockholder’s counsel.

Although we believe this provision benefits us by providing increased

consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision

is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors

and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and

regulations thereunder.

Our amended and restated certificate

of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law.

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.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any

duty or liability created by the Securities Act or the rules and regulations thereunder.

As noted above, our amended and restated certificate

of incorporation provides that the Court of Chancery and the federal district court for the District of Delaware shall have concurrent

jurisdiction over any action arising under the Securities Act.

Accordingly, there is uncertainty as to whether a court would enforce such

provision, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations

Although we believe this provision

benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision

may have the effect of discouraging lawsuits against our directors and officers.

Provisions in our amended and restated

certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated

certificate of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought

on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to

us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to

any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim

against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery

in the State of Delaware, except any action (A) as to which the Court of Chancery of 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) 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.

If an action is brought outside of Delaware, the stockholder bringing the suit

will be deemed to have consented to service of process on such stockholder’s counsel.

Although we believe this provision benefits

us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine

that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits

against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities

laws and the rules and regulations thereunder.

Our amended and restated

certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable

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.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits

brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

As noted above, our amended

and restated certificate of incorporation provides that the Court of Chancery and the federal district court for the District of Delaware

shall have concurrent jurisdiction over any action arising under the Securities Act.

Accordingly, there is uncertainty as to whether

a court would enforce such provision, and our stockholders will not be deemed to have waived our compliance with the federal securities

laws and the rules and regulations thereunder.

Although we believe this

provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies,

the provision may have the effect of discouraging lawsuits against our directors and officers.

We may not hold an annual stockholder meeting

until after the consummation of our initial business combination.

Our public stockholders will not have the right to elect or remove directors

prior to the consummation of our initial business combination.

We may not hold an annual meeting

of stockholders until after we consummate our initial business combination (unless required by Nasdaq) and thus may not be in compliance

with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors

in accordance with a company’s bylaws unless such election is made by written consent in lieu of such a meeting.

Therefore, if our

stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force

us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

Our public stockholders will not have the right to elect or remove

directors prior to the consummation of our initial business combination.

We may not hold an annual

meeting of stockholders until after we consummate our initial business combination (unless required by Nasdaq) and thus may not be in

compliance with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing

directors in accordance with a company’s bylaws unless such election is made by written consent in lieu of such a meeting.

if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt

to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of

We are an emerging growth company and a

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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

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.

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of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of such extended transition

period which means that when a standard is issued or revised and it has different application dates for public or private companies, we,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging

growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private

companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of our financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Additionally, we are a “ smaller

reporting company ” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage

of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares

of common stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter,

and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our shares

of common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

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.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value

of our shares of common stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second

fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market

value of our shares of common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s

second fiscal quarter.

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.

Changes in the market for directors and

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business combination.

In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public

company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both.

In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a

public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both.

any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s

ability to attract and retain qualified officers and directors.

In addition, even after we

were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims

In addition, even after

we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims

arising from conduct alleged to have occurred prior to the initial business combination.

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Risks Related to Ownership of Our Securities

Inflation Reduction Act of 2022 may result in the imposition

of an excise tax on the Company

On August 16, 2022, then

President Biden signed into law the Inflation Reduction Act of 2022 (the “ IR Act ”), which, among other things, imposes

a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “ Excise

Inflation Reduction Act of 2022 may result in the

imposition of an excise tax on the Company

On August 16, 2022,

then President Biden signed into law the Inflation Reduction Act of 2022 (the “ IR Act ”), which, among other things,

imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “ Excise

The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions.

Because we are

a Delaware corporation and our securities are traded on Nasdaq, we are a “ covered corporation ” within the meaning of

a Delaware corporation and our securities are traded on Nasdaq, we are a “ covered corporation ” within the meaning

of the IR Act.

While not free from doubt, absent any further guidance from the U.S.

Department of the Treasury (the “ Treasury ”),

who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax,

the Excise Tax may apply to any redemptions of our common stock, including redemptions in connection with an initial business combination,

who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise

Tax, the Excise Tax may apply to any redemptions of our common stock, including redemptions in connection with an initial business combination,

extension vote or otherwise, unless an exemption is available.

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we would be subject to the Excise Tax in connection with a business combination, extension vote or otherwise would depend on a number

of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension

vote or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “ PIPE ”

of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination,

extension vote or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “ PIPE ”

or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination

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to pay any excise tax that may be incurred.

Additionally, our Chief Executive

Officer and our Chief Financial Officer concluded that as of December 31, 2024, the design and operation of our disclosure controls and

procedures were not effective, due to the material weakness in our internal control over financial reporting related to the Company’s

accounting for complex financial instruments.

As a result, we performed additional analysis as deemed necessary to ensure that our financial

statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial

statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of

operations, and cash flows for the period presented.

Effective internal controls

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

We continue to evaluate steps to remediate the material

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

have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could

limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of

our annual or interim financial statements.

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

timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our

financial reporting and our stock price may decline as a result.

We cannot assure you that the measures we have taken to date, or any

measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

The ability of our public stockholders to

exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination

The ability of our public stockholders

to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination

would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If our initial 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 increases.

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 shares in the open market;

however, at such time our shares 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 shares in the

If our initial 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 increases.

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 shares in the open market;

however, at such time our shares

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

shares in the open market.

If a stockholder fails to receive notice

of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for

tendering its shares, such shares may not be redeemed.

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

Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable,

such stockholder may not become aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials,

as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe

the various procedures that must be complied with in order to validly tender or redeem public shares.

In the event that a stockholder

fails to comply with these procedures, its shares may not be redeemed.

of our offer to redeem our public shares in connection with our initial 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 initial business combination.

our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder

may not become aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials, as applicable,

that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures

that must be complied with in order to validly tender or redeem public shares.

In the event that a stockholder fails to comply with these

procedures, its shares may not be redeemed.

See “ Item 1.

Business—Organizational History

and Business— Manner of Conducting Redemptions.

Business—Organizational History and Business—Manner of

Conducting Redemptions.

You will not have any rights or interests

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to sell your public shares and/or public 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:

Our public stockholders

will be entitled to receive funds from the trust account only upon the earliest to occur of:

(1) our completion of an initial business

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to stockholders’ rights or pre-initial business combination activity;

and (3) the redemption of our public shares if we

have not completed an initial business combination within 18 months from the closing of our IPO (or up to 24 months from the

closing of our IPO if we extend the period of time to consummate a business combination, as described in more detail in this Report),

and (3) the redemption of our public shares if

we have not completed an initial business combination within 18 months from the closing of our IPO (or up to 24 months from

the closing of our IPO if we extend the period of time to consummate a business combination, as described in more detail in this Report),

subject to applicable law.

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of the IPO (May 22, 2026)(or up to 24 months from the closing of our IPO (November 22, 2026) if we extend the period of time to consummate

a business combination, as described in more detail in this Report) for any reason, compliance with Delaware law may require that we submit

a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our trust

In that case, public stockholders may be forced to wait beyond 18 months from the closing of the IPO (May 22, 2026)(or up to

24 months from the closing of our IPO (November 22, 2026) if we extend the period of time to consummate a business combination, as described

in more detail in this Report) before they receive funds from our trust account.

In no other circumstances will a stockholder have any

right or interest of any kind to or in the trust account.

Holders of public warrants will not have any right to the proceeds held in the

trust account with respect to the public warrants.

Accordingly, to liquidate your investment, you may be forced to sell your public shares

and/or public warrants, potentially at a loss.

a business combination, as described in more detail in this Report) for any reason, compliance with Delaware law may require that we

submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our

trust account.

In that case, public stockholders may be forced to wait beyond 18 months from the closing of the IPO (May 22, 2026)(or

up to 24 months from the closing of our IPO (November 22, 2026) if we extend the period of time to consummate a business combination,

as described in more detail in this Report) before they receive funds from our trust account.

In no other circumstances will a stockholder

have any right or interest of any kind to or in the trust account.

Holders of public warrants will not have any right to the proceeds

held in the trust account with respect to the public warrants.

Accordingly, to liquidate your investment, you may be forced to sell your

public shares and/or public warrants, potentially at a loss.

Nasdaq may delist our securities from trading

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restrictions.

We our units, shares, warrants

Our units, shares, warrants

and rights are currently traded on Nasdaq.

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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.

or instance, our stock price would generally

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, the market value of listed securities would be required to be at least $75 million, we would

need to have 1.1 million publicly available shares and $20 million of market value of unrestricted publicly held shares, and we would

be required to have a minimum of 400 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.

If Nasdaq delists any of our

securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect

be required to have a minimum of 400 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

If Nasdaq delists any of

our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect

such securities could be quoted on an over-the- counter market.

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reduced liquidity for our securities;

● a determination that our common stock is a “ penny stock ”

which will require brokers trading in our 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 determination that our common stock is a “ penny stock ” which will require brokers

trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary

trading market for our securities;

a limited amount of news and analyst coverage;

● a decreased ability to issue additional securities or obtain

additional financing in the future.

The National Securities Markets

Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities,

which are referred to as “ covered securities.

” Because our units, common stock, warrants and rights are listed on Nasdaq,

our units, shares of our common stock, warrants and rights qualify as covered securities under such statute.

Although the states are preempted

from regulating the sale of covered 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

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose

acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten

to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer listed on

Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state

in which we offer our securities.

The normal regulatory protections for blank check companies will

not apply to your investment in this company.

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

The National Securities

Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain

securities, which are referred to as “ covered securities.

” Because our units, common stock, warrants and rights are

listed on Nasdaq, our units, shares of our common stock, warrants and rights qualify as covered securities under such statute.

the states are preempted from regulating the sale of covered 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 special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably

and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would

be subject to regulation in each state in which we offer our securities.

The normal regulatory protections for blank check companies

will not apply to your investment in this company.

Under the U.S.

securities laws,

our company has characteristics of a “ blank check company ” because our “ business plan is to engage in a merger

or acquisition with an unidentified company or companies, or other entity or person, ” and Rule 419 as promulgated under the

Securities Act governs such offerings and provides an exclusion for which we qualify because Exchange Act Rule 3a51-1(a)(2) excludes from

the definition of “ penny stock ” a security that is registered, or approved for registration upon notice of issuance,

on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation system sponsored

by a registered national securities association, that has established initial listing standards that meet or exceed the criteria set forth

in the Exchange Rule.

Therefore, because our securities are listed on the Nasdaq Global Market, the Company can therefore rely on the

Exchange Rule to avoid being treated as a penny stock.

laws, our company has characteristics of a “ blank check company ” because our “ business plan is to engage

in a merger or acquisition with an unidentified company or companies, or other entity or person, ” and Rule 419 as promulgated

under the Securities Act governs such offerings and provides an exclusion for which we qualify because Exchange Act Rule 3a51-1(a)(2)

excludes from the definition of “ penny stock ” a security that is registered, or approved for registration upon notice

of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation

system sponsored by a registered national securities association, that has established initial listing standards that meet or exceed

the criteria set forth in the Exchange Rule.

Therefore, because our securities are listed on the Nasdaq Global Market, the Company can

therefore rely on the Exchange Rule to avoid being treated as a penny stock.

Thus, the investor protections of Rule 419 will not apply:

restriction on the transferability

of the securities, completion of an initial business combination within 18 months, and restriction on the use of interest earned

on the funds held in trust.

If we seek stockholder approval of our initial

business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “ group ”

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

in excess of 15% of shares of our common stock.

restriction on the transferability of the securities, completion of an initial business combination within 18 months, and restriction

on the use of interest earned on the funds held in trust.

If we seek stockholder approval of our

initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “ group ”

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

shares in excess of 15% of the shares of our common stock.

If we seek stockholder approval

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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 redeeming its shares with respect to more than an aggregate of

15% of the shares sold in our IPO, without our prior consent.

However, we would not be restricting our stockholders’ ability to

vote all of their shares (including Excess Shares) for or against our initial business combination.

under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate

of 15% of the shares sold in our IPO, without our prior consent.

However, we would not be restricting our stockholders’ ability

to vote all of their shares (including Excess Shares) for or against our initial business combination.

Your inability to redeem the Excess

Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on

your investment in us if you sell Excess Shares in open market transactions.

Shares will reduce your influence over our ability to complete our initial 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

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$10.00 per share.

Our placing of funds in the

trust account may not protect those funds from third-party claims against us.

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

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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 enter into an agreement with a third party that has not executed a waiver only if management believes that such

third party’s engagement would be significantly more beneficial to us than any alternative.

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 enter into an agreement with a third party that has not executed a waiver only if management

believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances

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assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a

waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of

our IPO against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is

deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters

of our IPO against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver

is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our

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combination, and you would receive such lesser amount per public share in connection with any redemption of your public shares.

our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective

of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective

target businesses.

The securities in which we invest the funds

held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption

amount received by public stockholders may be less than $10.00 per share.

The proceeds held in the trust

account will be invested only in U.S.

government treasury bills with a maturity of 185 days or less or in money market funds

investing solely in U.S.

held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that

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

The proceeds held in the

trust account will be invested only in U.S.

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

funds investing solely in U.S.

While short-term U.S.

government treasury obligations currently yield a positive rate

of interest, they have briefly yielded negative interest rates in recent years.

government treasury obligations currently yield a positive

rate of interest, they have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan pursued interest

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may in the future adopt similar policies in the United States.

In the event that we are unable to complete our initial business combination

or make certain amendments to our amended and restated certificate of incorporation, our public stockholders are entitled to receive their

pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case

we are unable to complete our initial business combination, up to an aggregate of $100,000 of interest for dissolution expenses which

may include the costs associated with obtaining directors and officers “ tail ” insurance)).

Negative interest rates

could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may

be less than $10.00 per share.

In the event that we are unable to complete our initial business

combination or make certain amendments to our amended and restated certificate of incorporation, our public stockholders are entitled

to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable

(less, in the case we are unable to complete our initial business combination, up to an aggregate of $100,000 of interest for dissolution

expenses which may include the costs associated with obtaining directors and officers “ tail ” insurance)).

interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders

may be less than $10.00 per share.

If, after we distribute the proceeds in

the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or

bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of

our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board

of directors and us to claims of punitive damages.

If, after we distribute the

proceeds in the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or

bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members

of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our

board of directors and us to claims of punitive damages.

If, after we distribute

the proceeds in the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or

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

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the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or

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

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 winding-up or bankruptcy petition or an involuntary winding-up or

bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency

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

To the extent any liquidation claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders

in connection with our liquidation would be reduced.

If, before distributing

the proceeds in the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or

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

insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims

of our stockholders.

To the extent any liquidation claims deplete the trust account, the per-share amount that would otherwise be

received by our stockholders in connection with our liquidation would be reduced.

If we have not completed our initial business

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from our trust account.

If we have not completed our

initial business combination within 18 months from the closing of the IPO (May 22, 2026)(or up to 24 months from the closing of our IPO

(November 22, 2026) if we extend the period of time to consummate a business combination, as described in more detail in this Report)

If we have not completed

our initial business combination within 18 months from the closing of the IPO (May 22, 2026)(or up to 24 months from the closing of our

IPO (November 22, 2026) if we extend the period of time to consummate a business combination, as described in more detail in this Report)

or during any Extension Period, we will distribute the aggregate amount then on deposit in the trust account, including interest (less

up to $100,000 of interest to pay dissolution expenses (which may include the costs associated with obtaining directors and officers “ tail ”

insurance) and which interest shall be net of taxes payable), pro rata to our public stockholders by way of redemption and cease all operations

except for the purposes of winding up of our affairs, as further described herein.

Any redemption of public stockholders from the trust

account shall be effected automatically by function of our amended and restated certificate of incorporation prior to any voluntary winding

If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public stockholders,

as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of Delaware

In that case, investors may be forced to wait beyond the allotted time period before the redemption proceeds of our trust account

become available to them and they receive the return of their pro rata portion of the proceeds from our trust account.

We have no obligation

to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business

combination or amend certain provisions of our amended and restated certificate of incorporation and then only in cases where investors

have properly sought to redeem their shares of our common stock.

Only upon our redemption or any liquidation will public stockholders

be entitled to distributions if we have not completed our initial business combination within the required time period and do not amend

certain provisions of our amended and restated certificate of incorporation prior thereto.

up to $100,000 of interest to pay dissolution expenses (which may include the costs associated with obtaining directors and officers

“ tail ” insurance) and which interest shall be net of taxes payable), pro rata to our public stockholders by way of

redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein.

Any redemption

of public stockholders from the trust account shall be effected automatically by function of our amended and restated certificate of

incorporation prior to any voluntary winding up.

If we are required to windup, liquidate the trust account and distribute such amount

therein, pro rata, to our public stockholders, as part of any liquidation process, such winding up, liquidation and distribution must

comply with the applicable provisions of Delaware law.

In that case, investors may be forced to wait beyond the allotted time period

before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of

the proceeds from our trust account.

We have no obligation to return funds to investors prior to the date of our redemption or liquidation

unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated certificate

of incorporation and then only in cases where investors have properly sought to redeem their shares of our common stock.

Only upon our

redemption or any liquidation will public stockholders be entitled to distributions if we have not completed our initial business combination

within the required time period and do not amend certain provisions of our amended and restated certificate of incorporation prior thereto.

Our stockholders may be held liable for

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we do not complete our initial business combination within 18 months of the closing of our IPO (or up to 24 months from the

closing of our IPO if we extend the period of time to consummate a business combination, as described in more detail in this Report) may

be considered a liquidating distribution under Delaware law.

closing of our IPO if we extend the period of time to consummate a business combination, as described in more detail in this Report)

may be considered a liquidating distribution under Delaware law.

If a corporation complies with certain procedures set forth in Section 280

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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 120-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.

any claims brought, and an additional 120-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 24 th month

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with the foregoing procedures.

Because we do not intend to

comply 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, consultants, etc.) or prospective target businesses.

If our plan of distribution complies with Section 281(b) of

the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s

pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred

after the third anniversary of the dissolution.

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

As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but

no more) and any liability of our stockholders may extend beyond the third anniversary of such date.

Furthermore, if the pro rata portion

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

initial business combination within 18 months of the closing of our IPO (or up to 24 months from the closing of our IPO if we

extend the period of time to consummate a business combination, as described in more detail in this Report) is not considered a liquidating

distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL,

the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of

three years, as in the case of a liquidating distribution.

We have registered the issuance of the shares

of our common stock issuable upon exercise of the public warrants under the Securities Act, however, such registration may not be in place

when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless

basis and potentially causing such warrants to expire worthless.

Because we do not intend

to comply 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, consultants, etc.) or prospective target businesses.

If our plan of distribution complies

with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the

lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the

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

We cannot assure you that we will properly assess

all claims that may be potentially brought against us.

As such, our stockholders could potentially be liable for any claims to the extent

of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public

shares in the event we do not complete our initial business combination within 18 months of the closing of our IPO (or up to 24 months

from the closing of our IPO if we extend the period of time to consummate a business combination, as described in more detail in this

Report) is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then

pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful

redemption distribution, instead of three years, as in the case of a liquidating distribution.

We have registered the issuance of the

shares of our common stock issuable upon exercise of the public warrants under the Securities Act, however, such registration may not

be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except

on a cashless basis and potentially causing such warrants to expire worthless.

We have registered the issuance

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the right, during the period beginning on the 61 st business day after the closing of the business combination and ending

upon such registration statement being declared effective by the SEC, and during any other period when we fail to have maintained an effective

registration statement covering the shares of common stock issuable upon exercise of the warrants, to exercise such warrants on a “ cashless

We shall provide the Warrant Agent with an opinion of counsel stating that (i) the exercise of the warrants on

a cashless basis is not required to be registered under the Securities Act and (ii) the shares of common stock issued upon such exercise

will be freely tradable under U.S.

federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144

under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend.

upon such registration statement being declared effective by the SEC, and during any other period when we fail to have maintained an

effective registration statement covering the shares of common stock issuable upon exercise of the warrants, to exercise such warrants

on a “ cashless basis ”.

We shall provide the Warrant Agent with an opinion of counsel stating that (i) the exercise

of the warrants on a cashless basis is not required to be registered under the Securities Act and (ii) the shares of common stock

issued upon such exercise will be freely tradable under U.S.

federal securities laws by anyone who is not an affiliate (as such

term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend.

The grant of registration rights to our

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shares of common stock or shares of preferred stock:

● may significantly

dilute the equity interest of investors in our IPO;

● may subordinate

the rights of holders of shares of common stock if shares of preferred stock are issued with

rights senior to those afforded our shares of common stock;

● could cause a

change of control if a substantial number of our shares of common stock is 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 directors and officers;

● may have the effect

of delaying or preventing a change of control of us by diluting the share ownership or voting

rights of a person seeking to obtain control of us;

● may adversely

affect prevailing market prices for our units, shares of common stock, warrants and/or rights;

● may not result

in adjustment to the exercise price of our warrants.

may significantly dilute the equity interest of shareholders;

may subordinate the rights of holders of shares of common stock if shares of preferred stock are

issued with rights senior to those afforded our shares of common stock;

could cause a change of control if a substantial number of our shares of common stock is 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 directors and officers;

may have the effect of delaying or preventing a change of control of us by diluting the share ownership

or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our units, shares of common stock, warrants and/or

may not result in adjustment to the exercise price of our warrants.

We may issue our shares to investors in

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connection with our IPO, our sponsor purchased 265,000 private placement units, each containing one share of our common stock, one warrant

exercisable to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment, and one-eight of a

exercisable to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment, and one-eighth of a

Our initial stockholder, our sponsor, currently holds 2,565,000 shares of our common stock.

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

What changed 10-K

Item 1A. Risk Factors