What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-31 compared with 2024-02-26 · 789 added, 698 removed, 31 unchanged (98% of the section changed)

are a blank check company formed under the laws of the State of Delaware April 19, 2021.

We were formed for the purpose of effecting

a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses,

which we refer to throughout this prospectus as our initial business combination.

Although there is no restriction or limitation on what

industry our target operates in, it is our intention to pursue prospective targets that are focused on healthcare innovation.

We anticipate

targeting what are traditionally known as small cap companies domiciled in North America, Europe and/or the APAC regions that are developing

assets in the biopharmaceutical, medical technology/medical device and diagnostics space which aligns with our management team’s

experience in operating health care companies and in drug and device technology development as well as diagnostic and other services.

Business Combination

November 7, 2022, NorthView entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among

NorthView, NV Profusa Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of NorthView (“Merger Sub”),

and Profusa, Inc., a California corporation (“Profusa”).

Merger Agreement provides that, among other things, at the closing (the “Closing”) of the transactions contemplated by the

Merger Agreement, Merger Sub will merge with and into Profusa (the “Merger”), with Profusa surviving as a wholly-owned subsidiary

of NorthView.

In connection with the Merger, NorthView will change its name to “Profusa, Inc.” The Merger and the other transactions

contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.”

Business Combination is subject to customary closing conditions, including the satisfaction of the minimum available cash condition,

the receipt of certain governmental approvals and the required approval by the stockholders of NorthView and Profusa.

There is no assurance

that the Business Combination will be completed.

aggregate consideration to be received by the Profusa stockholders is based on a pre-transaction equity value of $155,000,000.

ratio will be equal to (a) $155,000,000, divided by an assumed value of NorthView Common Stock of $10.00 per share.

to certain future revenue and stock-price based milestones, Profusa stockholders will have the right to receive an aggregate of up to

an additional 3,875,000 shares of NorthView common stock (the “Earnout Shares”).

One-quarter of the Earnout Shares will be

issued if, between the 18-month anniversary and the two year anniversary of the Closing, the combined company’s common stock achieves

a daily volume weighted average market price of at least $12.50 per share for any 20 trading days within a 30 consecutive trading day

period (“Milestone Event I”).

One-quarter of the Earnout Shares will be issued if, between the first and second anniversary

of the Closing, the combined company’s common stock achieves a daily volume weighted average market price of at least $14.50 per

share for a similar number of days (“Milestone Event II”).

One-quarter of the Earnout Shares will be issued upon

the consummation of the Tasly JV (as defined in the amended Merger Agreement) during fiscal year 2024, and one-quarter of the Earnout

Shares will be issued if the combined company achieves at least $99,702,000 in revenue in fiscal year 2025 (or up to one-half of the

Earnout Shares if both revenue milestones are achieved).

Additionally,

if Milestone Event I or Milestone Event II are achieved by the second anniversary of the Closing, NorthView’s sponsor, NorthView

Sponsor I, LLC and Profusa stockholders, will be issued additional shares up to the amount of any shares forgone as an inducement to

obtaining Additional Financings (as defined in the Merger Agreement).

We are a blank check company

formed under the laws of the State of Delaware April 19, 2021.

We were formed for the purpose of effecting a merger, share exchange, asset

acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout

this prospectus as our initial business combination.

Although there is no restriction or limitation on what industry our target operates

in, it is our intention to pursue prospective targets that are focused on healthcare innovation.

We anticipate targeting what are traditionally

known as small cap companies domiciled in North America, Europe and/or the APAC regions that are developing assets in the biopharmaceutical,

medical technology/medical device and diagnostics space which aligns with our management team’s experience in operating health care

companies and in drug and device technology development as well as diagnostic and other services.

Recent Developments

Proposed Business Combination

On November 7, 2022, NorthView

entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among NorthView, NV Profusa Merger

Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of NorthView (“Merger Sub”), and Profusa, Inc., a California

corporation (“Profusa”).

The Merger Agreement provides

that, among other things, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement, Merger

Sub will merge with and into Profusa (the “Merger”), with Profusa surviving as a wholly-owned subsidiary of NorthView.

connection with the Merger, NorthView will change its name to “Profusa, Inc.” The Merger and the other transactions contemplated

by the Merger Agreement are hereinafter referred to as the “Business Combination.”

The Business Combination is

subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental

approvals and the required approval by the stockholders of NorthView and Profusa.

There is no assurance that the Business Combination

will be completed.

The aggregate consideration

to be received by the Profusa stockholders is based on a pre-transaction equity value of $155,000,000.

The exchange ratio will be equal

to (a) $155,000,000, divided by an assumed value of NorthView Common Stock of $10.00 per share.

Subject to certain future

revenue and stock-price based milestones, Profusa stockholders will have the right to receive an aggregate of up to an additional 3,875,000

shares of NorthView common stock (the “Earnout Shares”).

One-quarter of the Earnout Shares will be issued if, between the

18-month anniversary and the two year anniversary of the Closing, the combined company’s common stock achieves a daily volume weighted

average market price of at least $12.50 per share for any 20 trading days within a 30 consecutive trading day period (“Milestone

One-quarter of the Earnout Shares will be issued if, between the first and second anniversary of the Closing, the combined

company’s common stock achieves a daily volume weighted average market price of at least $14.50 per share for a similar number of

days (“Milestone Event II”).

One-quarter of the Earnout Shares will be issued upon the consummation of the Tasly JV (as defined

in the amended Merger Agreement) during fiscal year 2024, and one-quarter of the Earnout Shares will be issued if the combined company

achieves at least $99,702,000 in revenue in fiscal year 2025 (or up to one-half of the Earnout Shares if both revenue milestones are achieved).

Additionally, if Milestone

Event I or Milestone Event II are achieved by the second anniversary of the Closing, NorthView’s sponsor, NorthView Sponsor I, LLC

and Profusa stockholders, will be issued additional shares up to the amount of any shares forgone as an inducement to obtaining Additional

Financings (as defined in the Merger Agreement).

September 12, 2023, the parties to the Merger Agreement entered into Amendment No.

4 unchanged sentences

1 revised the definition of “Milestone Event III” and “Milestone Event IV” such that one-quarter

of the Earnout Shares would be issued to Profusa stockholders if the combined company achieves Earnout Revenue of $11,864,000 for

the fiscal year ended December 31, 2024, and one-quarter of the Earnout Shares would be issued to Profusa stockholders if the combined

company achieves Earnout Revenue of $99,702,000 for the fiscal year ended December 31, 2025.

of the Earnout Shares would be issued to Profusa stockholders if the combined company achieves Earnout Revenue of $11,864,000 for the

fiscal year ended December 31, 2024, and one-quarter of the Earnout Shares would be issued to Profusa stockholders if the combined company

achieves Earnout Revenue of $99,702,000 for the fiscal year ended December 31, 2025.

Amendment No.

1 also clarified

the exercise price of certain of the Company’s Warrants.

On January 12, 2024, the parties to the Merger Agreement entered into

1 also clarified the exercise price

of certain of the Company’s Warrants.

On January 12, 2024, the

parties to the Merger Agreement entered into Amendment No.

2 to the Merger Agreement (the “Amendment”) pursuant to which

the parties agreed to revise the definition of “Milestone Event III” and such that the Earnout Revenue milestone of $11,864,000

for the fiscal year ended December 31, 2024, was replaced with a milestone requiring consummation of the Tasly JV (a joint venture contemplated

among Profusa and Tasly (International) Healthcare Capital Company Limited, as described in the Amendment) and receipt of the related

funding during the fiscal year ended December 31, 2024.

Amendment No.

2 to the Merger Agreement (the “Amendment”) pursuant to which the parties agreed to revise the definition of

“Milestone Event III” and such that the Earnout Revenue milestone of $11,864,000 for the fiscal year ended December 31, 2024,

was replaced with a milestone requiring consummation of the Tasly JV (a joint venture contemplated among Profusa and Tasly (International)

Healthcare Capital Company Limited, as described in the Amendment) and receipt of the related funding during the fiscal year ended December

2 also extended the Outside Date (the date by which the Business

Combination must be consummated, otherwise the Merger Agreement becomes terminable by Profusa or the Company) from September 21, 2023,

to June 22, 2024.

On March 4, 2024, the parties to the Merger

Agreement entered into an Amendment No.

3 to the Merger Agreement (“Amendment No.

3 to the Merger Agreement”) pursuant

to which the parties agreed to revise the Company Reference Value to adjust for financing proceeds and debt conversions that could be

received by Profusa prior to the Business Combination.

On March 14, 2024, NorthView filed a Current Report on Form 8-K regarding

Amendment No.

2 also extended the Outside Date (the date by which the Business Combination must be consummated, otherwise

the Merger Agreement becomes terminable by Profusa or the Company) from September 21, 2023, to June 22, 2024.

Company initially had 15 months from the closing of its initial public offering to complete a Business Combination.

2023, the Company held a vote to amend its amended and restated certificate of incorporation to extend the date by which the Company

must consummate a Business Combination from March 22, 2023 to December 22, 2023 (the “First Extension Meeting”).

21, 2023, the Company held a vote to amend its amended and restated certificate of incorporation to extend the date by which the Company

must consummate a Business Combination from December 22, 2023 to March 22, 2024 (the “Second Extension Meeting”).

the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public

Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest

earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then

outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the

right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,

dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors

and the requirements of other applicable law.

Nasdaq Delisting Notification

On January 11, 2024, we received

a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating that we are not in compliance

with Nasdaq Listing Rule 5620(a) (the “Annual Stockholders Meeting Rule”) due to our failure to hold an annual meeting of

stockholders within twelve months of the end of our fiscal year end.

The Notice is only a notification of deficiency, not of imminent

delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Stock Market.

The Notice stated that we

had 45 calendar days, or until February 26, 2024, to submit a plan to regain compliance with the Annual Stockholders Meeting Rule.

expect to submit to Nasdaq a plan to regain compliance with the Annual Stockholders Meeting Rule within the required timeframe, but there

can be no assurance that we will be able to do so.

Sponsors and Competitive Advantages

believe that the combination of a high-quality management team with extensive operational, financial, merger and acquisition, and

public company experience, combined with the resources of a high quality investment bank focused on evaluating and assisting quality

private companies to access the public markets, is an attractive format.

It is particularly important that our management team and our

sponsor have successfully worked together in the past.

It is also important that our sponsor, management team and directors have deep

experience, contacts and relationships in the healthcare sector.

Opportunity &

Acquisition Target Criteria

will seek to acquire small cap businesses in the biopharmaceutical, medical technology/device industries or diagnostic and other services

We believe these industries are attractive for a number of reasons, including:

they represent attractive markets, which are characterized

by a high level of innovation and they include a large number of emerging high growth companies that have the right size as potential

believe our structure will make us an attractive business combination partner to target businesses.

As an existing public company, we

offer a target business an alternative to the traditional initial public offering through a merger or other business combination.

this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock

or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

believe target businesses might find this method a more certain and cost-effective method to becoming a public company than the

typical initial public offering.

Furthermore, once the business combination is consummated, the target business will have effectively

become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well

as general market conditions that could prevent the offering from occurring.

Once public, we believe the target business should then

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

than it would have as a privately held company.

It can offer further benefits by augmenting a company’s profile among potential

new customers and vendors and aid in attracting talented employees.

we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view

the inherent limitations in our status as a blank check company as a deterrent and may prefer to affect a business combination with a

more established entity or with a private company.

These inherent limitations include limitations on our available financial resources,

which may be inferior to those of other entities pursuing the acquisition of similar target businesses;

the requirement that we seek

stockholder approval of a business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction;

and the existence of our outstanding rights and warrants, which may represent a source of future dilution.

Acquisition Process

evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things,

meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other

information that will be made available to us.

In conducting our due diligence review, we intend to leverage the experience of members

of our management team, directors, sponsors and advisors on an efficient and cost-effective basis as we deploy them to review matters

related to their specific areas of functional expertise.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our advisors or our sponsor,

officers or directors.

In the event we seek to complete our initial business combination with a company that is affiliated with our officers

or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is

a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial business combination

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

of our management team and our independent directors directly or indirectly own founder shares and/or private placement warrants following

our initial public offering and, accordingly, may have a conflict of interest in determining whether a particular target business is

an appropriate business with which to effectuate our initial business combination.

Further, each of our officers and directors may have

a conflict of interest with respect to evaluating a particular business combination target if the retention or resignation of any such

officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Business Combination

long as we maintain a listing for our securities on Nasdaq, our initial business combination must be with one or more target businesses

that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding

taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial

business combination.

If our board is not able to independently determine the fair market value of the target business or businesses,

we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with

respect to the satisfaction of such criteria.

Additionally, pursuant to Nasdaq rules, any initial business combination must be approved

by a majority of our independent directors.

anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own

shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our

initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets

of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons.

we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding

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

as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-transaction company

owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively

own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination

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

outstanding capital stock of a target.

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

However, as a result

of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own

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

If less than 100% of the equity interests

or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business

or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.

If the business combination

involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses

and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder

approval, as applicable.

have funds available in the Trust Account for a business combination of approximately $9.3 million, as of December 31, 2023, assuming

no further redemptions.

This amount includes up to $6,986,250 of the business combination marketing fee payable to I-Bankers and Dawson James,

of which $1,921,219 would be payable in cash and $5,065,031 would be payable in NorthView Common Stock at the Closing.

Assuming a share

price of $10.00 for the NorthView Common Stock, the number of shares to be issued in connection with the business combination marketing

fee would be 506,503 shares of NorthView Common Stock.

Because we are able to complete our initial business combination using our cash,

debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will

allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

of Business Diversification

an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely

on the future performance of a single business.

other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable

that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.

By completing

our initial business combination with only a single entity, our lack of diversification may:

3 to the Merger Agreement with the SEC.

On February 11, 2025, the

parties to the Merger Agreement entered into an Amendment No.

4 to the Merger Agreement (“Amendment No.

4 to the Merger Agreement”)

pursuant to which the parties agreed to revise the Company Reference Value to adjust for financing proceeds that could be received by

Profusa prior to the Business Combination, along with debt conversions and incentive shares being issued that.

On February 19, 2025, NorthView

filed a Current Report on Form 8-K regarding Amendment No.

4 to the Merger Agreement with the SEC.

Extension Meeting

The Company initially had

15 months from the closing of its initial public offering to complete a Business Combination.

On March 10, 2023, the Company held a vote

to amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination

from March 22, 2023 to December 22, 2023 (the “First Extension Meeting”).

On December 21, 2023, the Company held a vote to

amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination

from December 22, 2023 to March 22, 2024 (the “Second Extension Meeting”).

On March 21, 2024, the Company held a vote

to amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination

from March 22, 2023 to September 22, 2024 (the “Third Extension Meeting”).

On September 19, 2024, the Company held a

vote to amend its amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business

Combination from September 22, 2024 to March 22, 2025 (the “Fourth Extension Meeting”).

On March 21, 2025, the Company had

the Special Meeting.

At the Special Meeting, shareholders approved an extension for the Company to consummate an initial business combination

from March 22, 2025 to June 22, 2025 (the “Fifth Extension Meeting”).

If the Company is unable to complete a Business Combination

within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously

released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish

public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject

to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s

remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s

obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Nasdaq Delisting

On December 20, 2024, NorthView

received a delisting determination letter from Nasdaq as the 36-month anniversary from its IPO has passed on December 27, 2024, and NorthView’s

securities were suspended from trading and delisted from Nasdaq.

As of the same date, NorthView’s securities started being quoted

Our Sponsors and Competitive Advantages

We believe that the combination

of a high-quality management team with extensive operational, financial, merger and acquisition, and public company experience, combined

with the resources of a high quality investment bank focused on evaluating and assisting quality private companies to access the public

markets, is an attractive format.

It is particularly important that our management team and our sponsor have successfully worked together

It is also important that our sponsor, management team and directors have deep experience, contacts and relationships in

the healthcare sector.

Opportunity & Acquisition Target Criteria

We will seek to acquire small

cap businesses in the biopharmaceutical, medical technology/device industries or diagnostic and other services sector.

We believe these

industries are attractive for a number of reasons, including:

they represent attractive markets, which are characterized by a high level

of innovation and they include a large number of emerging high growth companies that have the right size as potential targets.

We believe our structure will

make us an attractive business combination partner to target businesses.

As an existing public company, we offer a target business an

alternative to the traditional initial public offering through a merger or other business combination.

In this situation, the owners of

the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares

of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses might

find this method a more certain and cost-effective method to becoming a public company than the typical initial public offering.

once the business combination is consummated, the target business will have effectively become public, whereas an initial public offering

is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent

the offering from occurring.

Once public, we believe the target business should then have greater access to capital and an additional

means of providing management incentives consistent with stockholders’ interests than it would have as a privately held company.

It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting

talented employees.

While we believe that our

status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations

in our status as a blank check company as a deterrent and may prefer to affect a business combination with a more established entity or

with a private company.

These inherent limitations include limitations on our available financial resources, which may be inferior to

those of other entities pursuing the acquisition of similar target businesses;

the requirement that we seek stockholder approval of a

business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction;

and the existence

of our outstanding rights and warrants, which may represent a source of future dilution.

Our Acquisition Process

In evaluating a prospective

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

management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will

be made available to us.

In conducting our due diligence review, we intend to leverage the experience of members of our management team,

directors, sponsors and advisors on an efficient and cost-effective basis as we deploy them to review matters related to their specific

areas of functional expertise.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our advisors or our sponsor, officers or directors.

the event we seek to complete our initial business combination with a company that is affiliated with our officers or directors, we, or

a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of the Financial

Industry Regulatory Authority, or FINRA, or an independent accounting firm that our initial business combination is fair to our company

from a financial point of view.

Members of our management

team and our independent directors directly or indirectly own founder shares and/or private placement warrants following our initial public

offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business

with which to effectuate our initial business combination.

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

with respect to evaluating a particular business combination target if the retention or resignation of any such officers and directors

was included by a target business as a condition to any agreement with respect to our initial business combination.

Initial Business Combination

So long as we maintain a listing

for our securities on Nasdaq, our initial business combination must be with one or more target businesses that together have an aggregate

fair market value equal to at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest

earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.

our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion

from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction

of such criteria.

Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent

We anticipate structuring

our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire

100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination

such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to

meet certain objectives of the target management team or stockholders or for other reasons.

However, we will only complete such business

combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise

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

Company Act of 1940, as amended, or the Investment Company Act.

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

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

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

For example, we could pursue a

transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

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

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

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

subsequent to our initial business combination.

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

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

be valued for purposes of the 80% of net assets test.

If the business combination involves more than one target business, the 80% of net

assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the

initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

Financial Position

We had funds available in

the Trust Account for a business combination of approximately $8.3 million, as of December 31, 2024.

On March 21, 2025, the Company’s

stockholders elected to redeem 532,958 public shares of Common Stock in connection with the extension of our business combination

period for up to three months, from March 22, 2025, ultimately until as late as June 22, 2025.

In connection with this

extension, the Company is required to make a one-time contribution of $30,000 to the Trust Account for the entire extension period, which

occurred on March 21, 2025.

Following the extension, we have available funds in the Trust Account of approximately $1.9 million as of

March 21, 2025.

This amount includes $2.0 million of the business combination marketing fee payable to I-Bankers and Dawson James, payable

in cash upon the Closing of our business combination with Profusa.

As the business combination marketing fee exceeds the funds available

in the Trust Account, the Company is expected to use proceeds from a private financing to pay a portion of the business combination marketing

fee at the closing of the business combination.

Lack of Business Diversification

For an indefinite period of

time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance

of a single business.

Unlike other entities that

have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will

not have the resources to diversify our operations and mitigate the risks of being in a single line of business.

By completing our initial

business combination with only a single entity, our lack of diversification may:

us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular

1 unchanged sentence

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

ability to evaluate the target’s management team

we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our business

combination with that business, our assessment of the target business’ management may not prove to be correct.

In addition, the

future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future

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

While it is possible

that one or more of our directors will remain associated in some capacity with us following our business combination, it is unlikely

that any of them will devote their full efforts to our affairs subsequent to our business combination.

Moreover, we cannot assure you

that members of our management team will have significant experience or knowledge relating to the operations of the particular target

cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business

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

cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,

knowledge or experience necessary to enhance the incumbent management.

may not have the ability to approve our initial business combination

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

However, we will seek stockholder approval

if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal

Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether

stockholder approval is currently required under Delaware law for each such transaction.

Limited ability to evaluate the target’s

management team

Although we intend to closely

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

that business, our assessment of the target business’ management may not prove to be correct.

In addition, the future management

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

Furthermore, the future role of members of

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

While it is possible that one or more

of our directors will remain associated in some capacity with us following our business combination, it is unlikely that any of them will

devote their full efforts to our affairs subsequent to our business combination.

Moreover, we cannot assure you that members of our management

team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that

any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether

any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following a business combination,

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

We cannot assure you that we

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

necessary to enhance the incumbent management.

Stockholders may not have the ability to approve

our initial business combination

We may conduct redemptions

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

However, we will seek stockholder approval if it is required

by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval

is currently required under Delaware law for each such transaction.

Type of Transaction

Whether Stockholder Approval is Required

Whether Stockholder

Approval is Required

Purchase of assets

2 unchanged sentences

Merger of the company with a target

Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:

Under Nasdaq’s listing

rules, stockholder approval would be required for our initial business combination if, for example:

issue shares of common stock that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding (other

4 unchanged sentences

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

purchases of our securities

the event 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 initial stockholders, directors, officers, advisors or their affiliates may purchase

shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business

However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any

terms or conditions for any such transactions.

None of the funds in the trust account will be used to purchase shares in such transactions.

They will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller

or if such purchases are prohibited by Regulation M under the Exchange Act.

Such a purchase may include a contractual acknowledgement

that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees

not to exercise its redemption rights.

We have an insider trading policy that requires insiders to:

(i) refrain from purchasing

shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear

all trades with our legal counsel prior to execution.

We cannot currently determine whether our insiders will make such purchases pursuant

to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such

Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine

that such a plan is not necessary.

the event that our initial stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions

from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to

revoke their prior elections to redeem their shares.

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

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

under the Exchange Act;

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

rules, the purchasers will comply with such rules.

purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood

of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target

that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it appears

that such requirement would otherwise not be met.

This may result in the completion of our business combination that may not otherwise

have been possible.

addition, if such purchases are made, the public “float” of our common stock may be reduced and the number of beneficial

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

securities on a national securities exchange.

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

stockholders, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting

us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection

with our initial business combination.

To the extent that our initial stockholders, officers, directors, advisors or their affiliates

enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election

to redeem their shares for a pro rata share of the trust account or vote against the business combination.

Permitted purchases of our securities

In the event 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 initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions

or in the open market either prior to or following the completion of our initial business combination.

However, they have no current commitments,

plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

the funds in the trust account will be used to purchase shares in such transactions.

They will not make any such purchases when they are

in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under

the Exchange Act.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of

our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

We have an insider trading

policy that requires insiders to:

(i) refrain from purchasing shares during certain blackout periods and when they are in possession of

any material non-public information and (ii) to clear all trades with our legal counsel prior to execution.

We cannot currently determine

whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including

but not limited to, the timing and size of such purchases.

Depending on such circumstances, our insiders may either make such purchases

pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

In the event that our initial

stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders

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

to redeem their shares.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender

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

if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply

with such rules.

The purpose of such purchases

would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval

of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net

worth or a certain amount of cash at the closing of our business combination, where it appears that such requirement would otherwise not

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

In addition, if such purchases

are made, the public “float” of our common stock may be reduced and the number of beneficial holders of our securities may

be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities

Our initial stockholders,

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

Act and the other federal securities laws.

purchases by our initial stockholders, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under

the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe

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

Rule 10b-18 has

certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser.

stockholders, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2)

or Rule 10b-5 of the Exchange Act.

Rights for Public Stockholders Upon Completion of Our Initial Business Combination

connection with a special meeting of NorthView stockholders, held on March 10, 2023, the NorthView stockholders elected to redeem 18,000,868

public shares of NorthView Common Stock and to extend NorthView’s business combination period monthly, for up to nine months, from

March 22, 2023, ultimately until as late as December 22, 2023.

Separately, on December 21, 2023, the NorthView stockholders elected

to redeem 140,663 public shares of NorthView Common Stock in connection with a shareholder meeting, related to the extension of NorthView’s

business combination period monthly, for up to three months, from December 22, 2023, ultimately until as late as March 22,

The aggregate of 18,141,531 public shares redeemed in connection with the Extension represented approximately 75.1% of the total

NorthView shares of common stock outstanding following NorthView’s IPO and approximately 95.6% of the public shares previously

As of December 31, 2023, NorthView had 833,469 public shares of NorthView Common Stock outstanding, and held approximately

$9.3 million in the Trust Account.

In connection with this Extension, each monthly extension shall require NorthView or its designee

to contribute $0.05, per public share outstanding, to the Trust account.

We will provide our public stockholders with the opportunity

to redeem all or a portion of their shares of common stock upon the completion of our initial business combination at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation

of the initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then

outstanding public shares, subject to the limitations described herein.

The amount in the trust account was initially approximately $10.10

per public share.

This amount has increased as a result of contributions to the trust account in connection with the Extension, as well

as interest earned on the amounts held in the trust account.

The per share amount we will distribute to stockholders who properly exercise

their redemption rights will not be reduced by the fee payable to I-Bankers and Dawson James pursuant to the business combination marketing

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive

their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of

our business combination, 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.

to Extend Time to Complete Business Combination

will have until the end of the combination period to consummate our initial business combination.

However, if we anticipate that we may

not be able to consummate our initial business combination within 15 months from our initial public offering, we may, by resolution

of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an

additional three months (for a total of up to 21 months to complete a business combination), subject to the sponsor depositing additional

funds into the trust account as set out below.

In connection with a special meeting of NorthView

stockholders, held on March 10, 2023, the NorthView stockholders elected to redeem 18,000,868 public shares of NorthView Common Stock

and to extend NorthView’s business combination period monthly, for up to nine months, from March 22, 2023, ultimately until as

late as December 22, 2023.

Separately, the NorthView stockholders previously elected to redeem 140,663 public shares of NorthView

Common Stock in connection with a shareholder meeting on December 21, 2023, related to the extension of NorthView’s business

combination period monthly, for up to three months, from December 22, 2023, ultimately until as late as March 22, 2024.

The aggregate

of 18,141,531 public shares redeemed in connection with the extension represented approximately 75.1% of the total NorthView shares of

common stock outstanding following NorthView’s IPO and approximately 95.6% of the public shares previously outstanding.

In connection

with this extension, each monthly extension shall require NorthView or its designee to contribute $0.05, per public share outstanding,

to the Trust account.

Any such payments have been and will be made in the form of a loan.

Any such loans will be non-interest bearing

and payable upon the consummation of our initial business combination.

If we complete our initial business combination, we would repay

such loaned amounts out of the proceeds of the Trust Account released to us.

If we do not complete a business combination, we will not

repay such loans.

Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our sponsor

has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that we do not complete

a business combination.

In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for

us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable

In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had

been timely deposited.

Our sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for

us to complete our initial business combination.

If we choose to extend the period of time to consummate a business combination as set

forth herein, you will not have the ability to vote or redeem your shares of common stock in connection with either of the three-month

However, if we seek to complete a business combination during an extension period, investors will still be able to vote and

redeem their shares of common stock in connection with that business combination.

See “Recent Developments – Extension Meeting” above

for information about our extension of the combination period from our shareholders.

of Conducting Redemptions

will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion

of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination

or (ii) by means of a tender offer.

The decision as to whether we will seek stockholder approval of a proposed business combination

or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing

of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange

listing requirement.

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

direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock

or seek to amend our amended and restated certificate of incorporation would require stockholder approval.

We may conduct redemptions

without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange

listing requirement or we choose to seek stockholder approval for business or other legal reasons.

So long as we obtain and maintain

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

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

to our amended and restated certificate of incorporation:

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

directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt

of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination.

To the extent that our initial stockholders, officers, directors, advisors or their affiliates enter into a private purchase, they would

identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share

of the trust account or vote against the business combination.

Our initial stockholders, officers, directors, advisors or their affiliates

will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our initial

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

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

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

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

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

Our initial stockholders, officers, directors and/or their affiliates

will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Redemption Rights for Public Stockholders Upon

Completion of Our Initial Business Combination

In connection with a special meeting of NorthView stockholders, held

on March 10, 2023, the NorthView stockholders elected to redeem 18,000,868 public shares of NorthView Common Stock and to extend NorthView’s

business combination period monthly, for up to nine months, from March 22, 2023, ultimately until as late as December 22, 2023.

on December 21, 2023, the NorthView stockholders elected to redeem 140,663 public shares of NorthView Common Stock in connection with

a shareholder meeting, related to the extension of NorthView’s business combination period monthly, for up to three months, from

December 22, 2023, ultimately until as late as March 22, 2024.

Additionally, the NorthView stockholders elected to redeem 95,394 public

shares of NorthView Common Stock in connection with a shareholder meeting on March 21, 2024, related to the extension of NorthView’s

business combination period monthly, for up to six months, from March 22, 2024, ultimately until as late as September 22,

On September 19, 2024, the NorthView stockholders elected to redeem 50,556 public shares of NorthView Common Stock in

connection with the extension of NorthView’s business combination period monthly, for up to six months, from September 22,

2024, ultimately until as late as March 22, 2025.

The aggregate of 18,287,481 public shares redeemed in connection with the Extension

represented approximately 75.7% of the total NorthView shares of common stock outstanding following NorthView’s IPO and approximately

96.4% of the public shares previously outstanding.

As of December 31, 2024, NorthView had 687,519 public shares of NorthView Common Stock

outstanding, and held approximately $8.3 million in the Trust Account.

In connection with this Extension, each monthly extension shall

require NorthView or its designee to contribute $0.05, per public share outstanding, to the Trust account.

We will provide our public

stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business

combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business

days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable)

divided by the number of then outstanding public shares, subject to the limitations described herein.

The amount in the trust account

was initially approximately $10.10 per public share.

This amount has increased as a result of contributions to the trust account in connection

with the Extension, as well as interest earned on the amounts held in the trust account.

The per share amount we will distribute to stockholders

who properly exercise their redemption rights will not be reduced by the fee payable to I-Bankers and Dawson James pursuant to the business

combination marketing agreement.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they

have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with

the completion of our business combination, 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.

Ability to Extend Time to Complete Business

We will have until the end

of the combination period to consummate our initial business combination.

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

our initial business combination within 15 months from our initial public offering, we may, by resolution of our board if requested by

our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a

total of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account

as set out below.

In connection with a special meeting of NorthView stockholders, held on March 10, 2023, the NorthView stockholders elected

to redeem 18,000,868 public shares of NorthView Common Stock and to extend NorthView’s business combination period monthly, for

up to nine months, from March 22, 2023, ultimately until as late as December 22, 2023.

Separately, on December 21, 2023, the NorthView

stockholders elected to redeem 140,663 public shares of NorthView Common Stock in connection with a shareholder meeting, related to the

extension of NorthView’s business combination period monthly, for up to three months, from December 22, 2023, ultimately until as

late as March 22, 2024.

Additionally, the NorthView stockholders elected to redeem 95,394 public shares of NorthView Common Stock in connection

with a shareholder meeting on March 21, 2024, related to the extension of NorthView’s business combination period monthly,

for up to six months, from March 22, 2024, ultimately until as late as September 22, 2024.

On September 19, 2024,

the NorthView stockholders elected to redeem 50,556 public shares of NorthView Common Stock in connection with the extension of NorthView’s

business combination period monthly, for up to six months, from September 22, 2024, ultimately until as late as March 22,

On March 21, 2025, the NorthView stockholders elected to redeem 532,958 public shares of NorthView Common Stock in connection with

the extension of NorthView’s business combination period from March 22, 2025, until as late as June 22, 2025.

At the time of the

stockholder vote on March 21, 2025, NorthView’s stockholders redeemed 9.1% of the total outstanding shares.

The aggregate of 18,820,439

public shares redeemed in connection with the Extension represented approximately 77.9% of the total NorthView shares of common stock

outstanding following NorthView’s IPO and approximately 99.2% of the public shares previously outstanding.

In connection with this

extensions, NorthView or its designee to contributed funds to the Trust Account.

Any such payments have been and will be made in the form

Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination.

If we complete

our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us.

not complete a business combination, we will not repay such loans.

Furthermore, the letter agreement with our initial stockholders contains

a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust

Account in the event that we do not complete a business combination.

In the event that we receive notice from our sponsor five days prior

to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at

least three days prior to the applicable deadline.

In addition, we intend to issue a press release the day after the applicable deadline

announcing whether or not the funds had been timely deposited.

Our sponsor and its affiliates or designees are not obligated to fund the

Trust Account to extend the time for us to complete our initial business combination.

If we choose to extend the period of time to consummate

a business combination as set forth herein, you will not have the ability to vote or redeem your shares of common stock in connection

with either of the three-month extensions.

However, if we seek to complete a business combination during an extension period, investors

will still be able to vote and redeem their shares of common stock in connection with that business combination.

See “Recent Developments

- Extension Meeting” above for information about our extension of the combination period from our shareholders.

Manner of Conducting Redemptions

We will provide our public

stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business

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

The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will

be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the

terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement.

rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where

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

certificate of incorporation would require stockholder approval.

We may conduct redemptions without a stockholder vote pursuant to the

tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirement or we choose to seek

stockholder approval for business or other legal reasons.

So long as we obtain and maintain a listing for our securities on Nasdaq, we

would be required to comply with such rules.

If a stockholder vote is not

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

certificate of incorporation:

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

tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial

and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the

Exchange Act, which regulates the solicitation of proxies.

the public announcement of our initial business combination, we or our initial stockholders will terminate any plan established in accordance

with Rule 10b5-1 to purchase shares of our common stock in the open market if we elect to redeem our public shares through

a tender offer, to comply with Rule 14e-5 under the Exchange Act.

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

in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination

until the expiration of the tender offer period.

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

more than a specified number of public shares which are not purchased by our initial stockholders, which number will be based on the

requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both

immediately before and after the consummation of our initial business combination (so that we are not subject to the SEC’s “penny

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

business combination.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and

not complete the initial business combination.

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

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

and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

Upon the public announcement

of our initial business combination, we or our initial stockholders will terminate any plan established in accordance with Rule 10b5-1

to purchase shares of our common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with

Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions

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

under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender

offer period.

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

public shares which are not purchased by our initial stockholders.

If public stockholders tender more shares than we have offered to

purchase, we will withdraw the tender offer and not complete the initial business combination.

If, however, stockholder approval

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

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

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

1 unchanged sentence

proxy materials with the SEC.

the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection

therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.

we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common

stock voted are voted in favor of the business combination.

A quorum for such meeting will consist of the holders present in person or

by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares

of capital stock of the company entitled to vote at such meeting.

Our sponsor, executive officers and directors will count toward this

quorum and have agreed to vote their founder shares and any public shares purchased during or after our initial public offering in favor

of our initial business combination.

These quorum and voting thresholds, and the voting agreements of our sponsor, executive officers

and directors may make it more likely that we will consummate our initial business combination.

Each public stockholder may elect to

redeem its public shares irrespective of whether they vote for or against the proposed transaction.

In addition, our sponsor, officers

and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with

respect to their founder shares and public shares in connection with the completion of a business combination.

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

cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial business combination

(so that we are not subject to the SEC’s “penny stock” rules).

Redemptions of our public shares may also be subject

to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination.

the proposed business combination may require:

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

be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other

conditions in accordance with the terms of the proposed business combination.

In the event the aggregate cash consideration we would

be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash

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

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

holders thereof.

on redemption upon completion of our initial business combination if we seek stockholder approval

Notwithstanding

the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with

our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public

stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as

a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with

respect to Excess Shares.

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

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

to force us, our initial stockholders or our management to purchase their shares at a significant premium to the then-current market

price or on other undesirable terms.

Absent this provision, a public stockholder holding an aggregate of 15% or more of the shares sold

in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us,

our initial stockholders or our management at a premium to the then-current market price or on other undesirable terms.

our stockholders’ ability to redeem to less than 15% of the shares sold in our initial public offering, we believe we will limit

the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly

in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain

amount of cash.

However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares)

for or against our business combination.

stock certificates in connection with a tender offer or redemption rights

may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares

in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer

documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in

the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s

DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option.

The tender offer or proxy materials, as applicable, that

we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring

public stockholders to satisfy such delivery requirements.

Accordingly, a public stockholder would have from the time we send out our

tender offer materials until the close of the tender offer period, or up to two business days prior to the vote on the business combination

if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them

through the DWAC System.

The transfer agent will typically charge the tendering broker and it would be up to the broker whether or not

to pass the cost on to the redeeming holder.

However, the fee would be incurred regardless of whether or not we require holders seeking

to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless

of the timing of when such delivery must be effectuated.

foregoing is different from the procedures used by some blank check companies.

In order to perfect redemption rights in connection with

their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial

business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating

such holder was seeking to exercise his or her redemption rights.

After the business combination was approved, the company would contact

such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the stockholder then had

an “option window” after the completion of the business combination during which he or she could monitor the price of the

company’s stock in the market.

If the price rose above the redemption price, he or she could sell his or her shares in the open

market before actually delivering his or her shares to the company for cancellation.

As a result, the redemption rights, to which stockholders

were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion

of the business combination until the redeeming holder delivered its certificate.

The requirement for physical or electronic delivery

prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.

request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the

date of the stockholder meeting set forth in our proxy materials, as applicable.

Furthermore, if a holder of a public share delivered

its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect

to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed

promptly after the completion of our initial business combination.

our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their

redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case,

we will promptly return any certificates delivered by public holders who elected to redeem their shares.

our initial business combination is not completed, we may continue to try to complete a business combination with a different target

until the end of the combination period.

of public shares and liquidation if no initial business combination

will have only until the end of the combination period to complete our initial business combination.

If we are unable to complete our

initial business combination within the combination period, we will:

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

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest

to pay dissolution expenses, which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which

redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation

distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject

to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations

under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights

or liquidating distributions with respect to our rights and warrants, which will expire worthless if we fail to complete our initial

business combination within the combination period.

initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder

shares if we fail to complete our initial business combination within the combination period.

However, if our initial stockholders acquire

public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with

respect to such public shares if we fail to complete our initial business combination within the allotted combination period.

sponsor, officers and directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment

to our amended and restated certificate of incorporation that would affect (i) the substance or timing of our obligation to redeem

100% of our public shares if we do not complete our initial business combination within the combination period or (ii) with respect

to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our public

stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net

of taxes payable) divided by the number of then outstanding public shares.

However, we may not redeem our public shares in an amount

that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial

business combination (so that we are not subject to the SEC’s “penny stock” rules).

If this optional redemption right

is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described

above), we would not proceed with the amendment or the related redemption of our public shares at such time.

expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be

funded from amounts remaining out of the proceeds held outside the trust account, although we cannot assure you that there will be sufficient

funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan

of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee

to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

we were to expend all of the net proceeds of our initial public offering and the private placement, other than the proceeds deposited

in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount

received by stockholders upon our dissolution would be approximately $10.10.

The proceeds deposited in the trust account could, however,

become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.

assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.10.

Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision

for payments to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or provided for before we make

any distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that

we will have funds sufficient to pay or provide for all creditors’ claims.

we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute

agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit

of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that

they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of

fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order

to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses

to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives

available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such

third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where

we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise

or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver

or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that

such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts

or agreements with us and will not seek recourse against the trust account for any reason.

In order to protect the amounts held in the

trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered

or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the

amount of funds in the trust account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the

trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net

of the amount of interest which may be withdrawn to pay taxes, 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 initial

public offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is

deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims.

We have not asked our sponsor to reserve for such indemnification obligations, and our sponsor’s only assets are securities of

Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.

We believe the likelihood of

our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses

as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in

the trust account.

the event that the proceeds in the trust account are reduced below (i) $10.10 per public share or (ii) such lesser amount per public

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

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

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

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

While we currently expect

that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to

us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be

substantially less than $10.10 per share.

will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring

to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements

with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Our sponsor will also not

be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including

liabilities under the Securities Act.

We will not have significant funds remaining from the proceeds of our initial public offering with

which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated

to be no more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims

and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors.

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

them in a dissolution.

The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public

shares in the event we do not complete our initial business combination within the combination period may be considered a liquidation

distribution under Delaware law.

If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended

to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims

can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional

150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect

to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed

to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

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 the combination period, is not considered a liquidation distribution under

Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a

party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute

of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as

in the case of a liquidation distribution.

If we are unable to complete our initial business combination within the combination period,

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more

than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount

then on deposit in the trust account, including interest (net of the amount of interest which may be withdrawn to pay taxes, and less

up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will

completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware

law to provide for claims of creditors and the requirements of other applicable law.

Accordingly, it is our intention to redeem our public

shares as soon as reasonably possible following the combination period and, therefore, we do not intend to comply with those procedures.

As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and

any liability of our stockholders may extend well beyond the third anniversary of such date.

we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to

us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against

us within the subsequent 10 years.

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

will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors

(such as lawyers, investment bankers, etc.) or prospective target businesses.

As described above, pursuant to the obligation contained

in our underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with

which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the

trust account.

a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that

would result in any liability extending to the trust account is remote.

Further, our sponsor may be liable only to the extent necessary

to ensure that the amounts in the trust account are not reduced below (i) $10.10 per public share or (ii) such lesser amount per

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

assets, in each case net of the amount of interest withdrawn to pay taxes, and will not be liable as to any claims under our indemnity

of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent

of any liability for such third-party claims.

we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the

trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of

third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we cannot

assure you we will be able to return $10.10 per share to our public stockholders.

Additionally, if we file a bankruptcy petition or an

involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed

under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”

As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders.

Furthermore, our board may be

viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our

company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

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

(i) the completion

of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder

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

100% of our public shares if we do not complete our initial business combination within the combination period or (B) with respect

to any other provision relating to stockholders’ rights or pre-business combination activity, and (iii) the redemption

of all of our public shares if we are unable to complete our initial business combination within the combination period, subject to applicable

In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account.

In the event we

seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the business

combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account.

Such stockholder must have also exercised its redemption rights described above.

currently have two executive officers.

Members of our management team are not obligated to devote any specific number of hours to our

matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business

The amount of time that any member of our management team will devote in any time period will vary based on whether a target

business has been selected for our initial business combination and the current stage of the business combination process.

Reporting and Financial Information

have registered our common stock, rights, and warrants under the Exchange Act and have reporting obligations, including the requirement

that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual

reports will contain consolidated financial statements audited and reported on by our independent registered public auditors.

will provide stockholders with audited consolidated financial statements of the prospective target business as part of the tender offer

materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business.

In all likelihood, these

consolidated financial statements will need to be prepared in accordance with GAAP.

We cannot assure you that any particular target business

identified by us as a potential acquisition candidate will have consolidated financial statements prepared in accordance with GAAP or

that the potential target business will be able to prepare its consolidated financial statements in accordance with GAAP.

To the extent

that this requirement cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential

acquisition candidates, we do not believe that this limitation will be material.

In the event that we seek

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

public stockholders with the redemption rights described above upon completion of the initial business combination.

If we seek stockholder approval,

we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor

of the business combination.

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

capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled

to vote at such meeting.

Our sponsor, executive officers and directors will count toward this quorum and have agreed to vote their founder

shares and any public shares purchased during or after our initial public offering in favor of our initial business combination.

quorum and voting thresholds, and the voting agreements of our sponsor, executive officers and directors may make it more likely that

we will consummate our initial business combination.

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

they vote for or against the proposed transaction.

In addition, our sponsor, officers and directors have entered into a letter agreement

with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in

connection with the completion of a business combination.

Redemptions of our public

shares may also be subject to a net tangible asset test or cash requirement pursuant to an agreement relating to our initial business

For example, the proposed business combination may require:

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

(ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy

other conditions in accordance with the terms of the proposed business combination.

In the event the aggregate cash consideration we

would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy

cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will

not complete the business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned

to the holders thereof.

Limitation on redemption upon completion of

our initial business combination if we seek stockholder approval

Notwithstanding the foregoing,

if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business

combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,

together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares.

believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders

to use their ability to exercise their redemption rights against a proposed business combination as a means to force us, our initial stockholders

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

this provision, a public stockholder holding an aggregate of 15% or more of the shares sold in our initial public offering could threaten

to exercise its redemption rights if such holder’s shares are not purchased by us, our initial stockholders or our management at

a premium to the then-current market price or on other undesirable terms.

By limiting our stockholders’ ability to redeem to less

than 15% of the shares sold in our initial public offering, we believe we will limit the ability of a small group of stockholders to unreasonably

attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target

that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting

our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.

Tendering stock certificates in connection

with a tender offer or redemption rights

We may require our public

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

to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders,

or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials,

or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)

System, at the holder’s option.

The tender offer or proxy materials, as applicable, that we will furnish to holders of our public

shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such

delivery requirements.

Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close

of the tender offer period, or up to two business days prior to the vote on the business combination if we distribute proxy materials,

as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short exercise period,

it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated

with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.

agent will typically charge the tendering broker and it would be up to the broker whether or not to pass the cost on to the redeeming

However, the fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender

their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery

must be effectuated.

The foregoing is different

from the procedures used by some blank check companies.

In order to perfect redemption rights in connection with their business combinations,

many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a

holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking

to exercise his or her redemption rights.

After the business combination was approved, the company would contact such stockholder to arrange

for him or her to deliver his or her certificate to verify ownership.

As a result, the stockholder then had an “option window”

after the completion of the business combination during which he or she could monitor the price of the company’s stock in the market.

If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his

or her shares to the company for cancellation.

As a result, the redemption rights, to which stockholders were aware they needed to commit

before the stockholder meeting, would become “option” rights surviving past the completion of the business combination until

the redeeming holder delivered its certificate.

The requirement for physical or electronic delivery prior to the meeting ensures that

a redeeming holder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such

shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder

meeting set forth in our proxy materials, as applicable.

Furthermore, if a holder of a public share delivered its certificate in connection

with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such

holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds

to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of

our initial business combination.

If our initial business combination

is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be

entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any certificates

delivered by public holders who elected to redeem their shares.

If our initial business combination

is not completed, we may continue to try to complete a business combination with a different target until the end of the combination period.

Redemption of public shares and liquidation

if no initial business combination

We will have only until the

end of the combination period to complete our initial business combination.

If we are unable to complete our initial business combination

within the combination period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses,

which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely

extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining

stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide

for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions

with respect to our rights and warrants, which will expire worthless if we fail to complete our initial business combination within the

combination period.

Our initial stockholders have

agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete

our initial business combination within the combination period.

However, if our initial stockholders acquire public shares in or after

our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares

if we fail to complete our initial business combination within the allotted combination period.

Our sponsor, officers and

directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated

certificate of incorporation that would affect (i) the substance or timing of our obligation to redeem 100% of our public shares if we

do not complete our initial business combination within the combination period or (ii) with respect to any other provision relating to

stockholders’ rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem

their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount

then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then

outstanding public shares.

We expect that all costs and

expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining

out of the proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the

extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us

an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of

the net proceeds of our initial public offering and the private placement, other than the proceeds deposited in the trust account, and

without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon

our dissolution would be approximately $10.10.

The proceeds deposited in the trust account could, however, become subject to the claims

of our creditors which would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share

redemption amount received by stockholders will not be substantially less than $10.10.

Under Section 281(b) of the DGCL, our plan of dissolution

must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are

sufficient assets.

These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’

Although we will seek to

have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with

us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public

stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be

prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility

or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with

respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses to execute an agreement

waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to

it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s

engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third

party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed

by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management

is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to

waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and

will not seek recourse against the trust account for any reason.

In order to protect the amounts held in the trust account, our sponsor

has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or

a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust

account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as of the date of

the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which

may be withdrawn to pay taxes, 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 initial public offering against certain

liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against

a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims.

We have not asked

our sponsor to reserve for such indemnification obligations, and our sponsor’s only assets are securities of our company.

we cannot assure you that our sponsor would be able to satisfy those obligations.

We believe the likelihood of our sponsor having to

indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other

entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

In the event that the proceeds

in the trust account are reduced below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account

as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount

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

or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take

legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors

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

directors in exercising their business judgment may choose not to do so in any particular instance.

Accordingly, we cannot assure you

that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.10 per share.

We will seek to reduce the

possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service

providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,

interest or claim of any kind in or to monies held in the trust account.

Our sponsor will also not be liable as to any claims under our

indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

We will not have significant funds remaining from the proceeds of our initial public offering with which to pay any such potential claims

(including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders

who received funds from our trust account could be liable for claims made by creditors.

Under the DGCL, stockholders

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

The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event

we do not complete our initial business combination within the combination period may be considered a liquidation distribution under Delaware

If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable

provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation,

a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating

distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser

of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder

would be barred after the third anniversary of the dissolution.

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 the combination period, is not considered a liquidation distribution under Delaware law and such

redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due

to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of

creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation

distribution.

If we are unable to complete our initial business combination within the combination period, we will:

(i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the

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

(net of the amount of interest which may be withdrawn to pay taxes, and less up to $100,000 of interest to pay dissolution expenses),

divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights

as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve

and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other

applicable law.

Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the combination

period and, therefore, we do not intend to comply with those procedures.

As such, our stockholders could potentially be liable for any

claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the

third anniversary of such date.

Because we will not be complying

with Section 280, 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 subsequent 10 years.

because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective

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

prospective target businesses.

As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to

have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with

us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account.

As a result of this obligation,

the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability

extending to the trust account is remote.

Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in

the trust account are not reduced below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account

as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount

of interest withdrawn to pay taxes, and will not be liable as to any claims under our indemnity of the underwriters of our initial public

offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to

be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition

or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject

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

the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to

return $10.10 per share to our public stockholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition

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

and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy

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

Furthermore, our board may be viewed as having breached

its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive

damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that claims

will not be brought against us for these reasons.

Our public stockholders will

be entitled to receive funds from the trust account only upon the earliest to occur of:

(i) the completion of our initial business combination,

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

of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our

initial business combination within the combination period or (B) with respect to any other provision relating to stockholders’

rights or pre-business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our initial

business combination within the combination period, subject to applicable law.

In no other circumstances will a stockholder have any right

or interest of any kind to or in the trust account.

In the event we seek stockholder approval in connection with our initial business

combination, a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming

its shares to us for an applicable pro rata share of the trust account.

Such stockholder must have also exercised its redemption rights

described above.

We currently have two executive

Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote

as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time

that any member of our management team will devote in any time period will vary based on whether a target business has been selected for

our initial business combination and the current stage of the business combination process.

Periodic Reporting and Financial Information

We have registered our common

stock, rights, and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly

and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports will contain consolidated

financial statements audited and reported on by our independent registered public auditors.

We will provide stockholders

with audited consolidated financial statements of the prospective target business as part of the tender offer materials or proxy solicitation

materials sent to stockholders to assist them in assessing the target business.

In all likelihood, these consolidated financial statements

will need to be prepared in accordance with GAAP.

We cannot assure you that any particular target business identified by us as a potential

acquisition candidate will have consolidated financial statements prepared in accordance with GAAP or that the potential target business

will be able to prepare its consolidated financial statements in accordance with GAAP.

To the extent that this requirement cannot be met,

we may not be able to acquire the proposed target business.

While this may limit the pool of potential acquisition candidates, we do not

believe that this limitation will be material.

We are now required to evaluate

our internal control procedures each fiscal year , which began with the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal control

procedures audited.

A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of

their internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act

may increase the time and costs necessary to complete any such acquisition.

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

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

companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor

attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive

compensation and stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities

less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more

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

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

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

otherwise apply to private companies.

our internal control procedures each fiscal year , which began with the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal

control procedures audited.

A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy

of their internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley

Act may increase the time and costs necessary to complete any such acquisition.

We are an “emerging

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

As such, we are eligible to take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies” including, but not limited to, not being required to comply with the 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 non-binding advisory vote on executive compensation and stockholder approval of any

golden parachute payments not previously approved.

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

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

In addition, Section 107 of

the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided

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

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

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

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

of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion,

or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by

non-affiliates exceeds $700 million as of the prior June 30 th , and (2) the date on which we have issued more

than $1.00 billion in non-convertible debt securities during the prior three-year period.

References herein to “emerging

growth company” shall have the meaning associated with it in the JOBS Act.

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial

public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large

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

June 30 th , and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior

three-year period.

References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business