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Item 1A. Risk Factors

2023-03-06 compared with 2022-03-18 · 406 added, 414 removed, 1217 unchanged (40% of the section changed)

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Such risks include, but are not limited to:

● Our public stockholders may not be afforded an opportunity to

vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such

● We may not be able to complete the Business Combination pursuant

to the Merger Agreement.

If we are unable to do so, we will incur substantial costs associated with withdrawing from the transaction

and may not be able to find additional sources of financing to cover those costs

● Our public stockholders may not be afforded an opportunity

to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such

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

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consummate an initial business combination.

● Changes in the market for directors and officers liability insurance

could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

● Changes in the market for directors and officers liability

insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

● We may issue our shares to investors in connection with our

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may arise in determining whether a particular business combination target is appropriate for our initial business combination.

● Because each unit contains one right and one-half of one

redeemable warrant, and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

● We are not registering the shares of common stock issuable upon

exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place

when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless

basis and potentially causing such warrants to expire worthless.

● Our initial stockholders paid an aggregate of $25,000, or approximately

$0.005 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our common stock.

● Because each unit contains one right and one-half of

one redeemable warrant, and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

● We are not registering the shares of common stock issuable

upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in

place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on

a cashless basis and potentially causing such warrants to expire worthless.

● Our initial stockholders paid an aggregate of $25,000, or

approximately $0.005 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of

our common stock.

● Provisions in our amended and restated certificate of incorporation

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to Consummate, a Business Combination

We may not be able to complete the Business

Combination pursuant to the Merger Agreement.

If we are unable to do so, we will incur substantial costs associated with withdrawing from

the transaction and may not be able to find additional sources of financing to cover those costs.

In connection with the Merger

Agreement, we have incurred substantial costs researching, planning and negotiating the transaction.

These costs include, but are not

limited to, costs associated with securing sources of financing, costs associated with employing and retaining third-party advisors who

performed the financial, auditing and legal services required to complete the transaction, and the expenses generated by our officers,

executives, and employees in connection with the transaction.

If, for whatever reason, the transactions contemplated by the Merger Agreement

fail to close, we will be responsible for these costs, but will have no source of revenue with which to pay them.

We may need to obtain

additional sources of financing in order to meet our obligations, which we may not be able to secure on the same terms as our existing

financing or at all.

If we are unable to secure new sources of financing and do not have sufficient funds to meet our obligations, we

will be forced to cease operations and liquidate the trust account.

As the number of special purpose acquisition

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such a combination.

We may not hold a stockholder

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

law or the rules of Nasdaq or if we decide to hold a stockholder vote for business or other reasons.

For instance, the Nasdaq rules currently

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

were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination.

if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder

approval of such business combination.

However, except for as required by law, the decision as to whether we will seek stockholder approval

of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely

in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction

would otherwise require us to seek stockholder approval.

Even if we seek stockholder approval, the holders of our founder shares will

participate in the vote on such approval.

Accordingly, we may consummate our initial business combination even if holders of a majority

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

Please see the section entitled

“Proposed Business — Stockholders May Not Have the Ability to Approve Our Initial Business Combination” for additional

We may not hold a

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

under applicable state law or the rules of Nasdaq or if we decide to hold a stockholder vote for business or other reasons.

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

us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as

consideration in any business combination.

Therefore, if we were structuring a business combination that required us to issue more

than 20% of our outstanding shares, we would seek stockholder approval of such business combination.

However, except for as required

by law, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders

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

factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek

stockholder approval.

Even if we seek stockholder approval, the holders of our founder shares will participate in the vote on such

Accordingly, we may consummate our initial business combination even if holders of a majority of the outstanding shares of

our common stock do not approve of the business combination we consummate.

Please see the section entitled “Proposed

Business — Stockholders May Not Have the Ability to Approve Our Initial Business Combination” for additional

If we seek stockholder approval of our initial

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

We may seek to enter into a

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

or a certain amount of cash.

If too many public stockholders exercise their redemption rights, we would not be able to meet such closing

condition and, as a result, would not be able to proceed with the business combination.

Furthermore, in no event will we redeem our public

shares in an amount that would cause our net tangible assets to be less than $5,000,001 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.

We may seek to enter into

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

worth or a certain amount of cash.

If too many public stockholders exercise their redemption rights, we would not be able to meet such

closing condition and, as a result, would not be able to proceed with the business combination.

Furthermore, in no event will we redeem

our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 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.

Consequently,

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optimize our capital structure.

At the time we enter into an

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

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

our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires

us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements,

or arrange for third party financing.

In addition, if a larger number of shares is submitted for redemption than we initially expected,

we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing.

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

The amount of the fee payable to I-Bankers and Dawson James pursuant to the terms of the business combination marketing agreement

will not be adjusted for any shares that are redeemed in connection with an initial business combination.

The above considerations may

limit our ability to complete the most desirable business combination available to us or optimize our capital structure, or may incentivize

us to structure a transaction whereby we issue shares to new investors and not to sellers of target businesses.

At the time we enter

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

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

If our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase

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

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

In addition, if a larger number of shares is submitted for

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

trust account or arrange for third party financing.

Raising additional third party financing may involve dilutive equity issuances

or the incurrence of indebtedness at higher than desirable levels.

The amount of the fee payable to I-Bankers and Dawson James

pursuant to the terms of the business combination marketing agreement will not be adjusted for any shares that are redeemed in

connection with an initial business combination.

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

business combination available to us or optimize our capital structure, or may incentivize us to structure a transaction whereby we

issue shares to new investors and not to sellers of target businesses.

The ability of our public stockholders to exercise

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

within 15 months from the closing of our initial public offering (or up to 21 months from the closing of our initial public

offering if we extend the period of time to consummate a business combination).

Consequently, such target business may obtain leverage

over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular

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

This risk will increase as we

get closer to the timeframe described above.

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

business combination on terms that we would have rejected upon a more comprehensive investigation.

within the combination period.

Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing

that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial

business combination with any target business.

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

we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected

upon a more comprehensive investigation.

We may not be able to complete our initial

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and we would redeem our public shares and liquidate.

must complete our initial business combination within 15 months from the closing of our initial public offering (or up to 21 months

from the closing of our initial public offering if we extend the period of time to consummate a business combination).

Our ability to

complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt

markets and the other risks described herein.

For example, the conflict between Ukraine and Russia continues to grow and,

while the extent of the impact of the conflict on us will depend on future developments, it could limit our ability to complete our initial

business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being

unavailable on terms acceptable to us or at all.

We may not be able to find

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

If we have not completed our initial

business combination within such time period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as

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

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

payable, 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.

We must complete our initial

business combination within the combination period.

Our ability to complete our initial business combination may be negatively impacted

by general market conditions, volatility in the capital and debt markets and the other risks described herein.

For example, the conflict

between Ukraine and Russia continues to grow and, while the extent of the impact of the conflict on us will depend on future developments,

it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased

market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

We may not be able to find a suitable

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

If we have not completed our initial business combination

within such time period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

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

the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, 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.

If we seek stockholder approval of our initial

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common stock.

If we seek stockholder approval

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

offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated

transactions or in the open market either prior to or following the completion of our initial business combination, although they are

under no obligation to do so.

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

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

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

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

revoke their prior elections to redeem their shares.

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

combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing

condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our

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

This may result in the completion of a business

combination that may not otherwise have been possible.

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 initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares

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

combination, although they are under no obligation to do so.

Such a purchase may include a contractual acknowledgement that such

stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to

exercise its redemption rights.

In the event that our initial stockholders, directors, executive 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.

of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining

stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to

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

requirement would otherwise not be met.

This may result in the completion of a business combination that may not otherwise have been

In addition, if such purchases

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afforded to investors of many other blank check companies.

Since the net proceeds of our

initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination

Since the net proceeds of

our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination

with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States

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redemption, and our rights and warrants will expire worthless.

We expect to encounter intense

competition from other entities having a business objective similar to ours, including private investors (which may be individuals or

investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses

we intend to acquire.

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

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

Many of these competitors

possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively

limited when contrasted with those of many of these competitors.

While we believe there are numerous target businesses we could potentially

acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with

respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.

This inherent

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

Furthermore, if we are obligated

to pay cash for the shares of common stock redeemed and, in the event we seek stockholder approval of our business combination, we make

purchases of our common stock, the resources available to us for our initial business combination will potentially be reduced.

these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

If we are unable to complete

our initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our trust

account and our rights and warrants will expire worthless.

We expect to encounter

intense competition from other entities having a business objective similar to ours, including private investors (which may be

individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for

the types of businesses we intend to acquire.

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

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

various industries.

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

than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and

the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that

are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage in

pursuing the acquisition of certain target businesses.

Furthermore, if we are obligated to pay cash for the shares of common stock

redeemed and, in the event we seek stockholder approval of our business combination, we make purchases of our common stock, the

resources available to us for our initial business combination will potentially be reduced.

Any of these obligations may place us at

a competitive disadvantage in successfully negotiating a business combination.

If we are unable to complete our initial business

combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our trust account and our

rights and warrants will expire worthless.

If the net proceeds of our initial public offering

and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least

15 months from the closing of our initial public offering (or up to 21 months from the closing of our initial public offering

if we extend the period of time to consummate a business combination), we may be unable to complete our initial business combination.

The funds available to us outside

of the trust account may not be sufficient to allow us to operate for at least 15 months from the closing of our initial public offering

(or up to 21 months from the closing of our initial public offering if we extend the period of time to consummate a business combination),

assuming that our initial business combination is not completed during that time.

We believe that the funds available to us outside of

the trust account will be sufficient to allow us to operate for at least 15 months following the closing of our initial public offering

(or up to 21 months from the closing of our initial public offering if we extend the period of time to consummate a business combination);

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

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

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

We could also use a portion of the funds as a down

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

around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed

business combination, although we do not have any current intention to do so.

If we entered into a letter of intent where we paid for

the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our

breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target

If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10

per share on the liquidation of our trust account and our rights and warrants will expire worthless.

the term of the combination period, we may be unable to complete our initial business combination.

The funds available to us

outside of the trust account may not be sufficient to allow us to operate for at least the term of the combination period, assuming that

our initial business combination is not completed during that time.

We believe that the funds available to us outside of the trust account

will be sufficient to allow us to operate for at least the term of the combination period;

however, we cannot assure you that our estimate

Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us

with our search for a target business.

We could also use a portion of the funds as a down payment or to fund a “no-shop” provision

(a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies

on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have

any current intention to do so.

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

business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient

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

If we are unable to complete our initial

business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our trust account

and our rights and warrants will expire worthless.

If the net proceeds of our initial public offering

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that may be outside of our management’s areas of expertise.

We will consider a business

combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine

that such candidate offers an attractive acquisition opportunity for our company.

In the event we elect to pursue an acquisition outside

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

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

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

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

all of the significant risk factors.

Accordingly, any stockholders who choose to remain stockholders following our business combination

could suffer a reduction in the value of their shares.

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

they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary

duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or

proxy statement relating to the business combination contained an actionable material misstatement or material omission.

We will consider a

business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and

we determine that such candidate offers an attractive acquisition opportunity for our company.

In the event we elect to pursue an

acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly

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

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

As a result, our

management may not be able to adequately ascertain or assess all of the significant risk factors.

Accordingly, any stockholders who

choose to remain stockholders following our business combination could suffer a reduction in the value of their shares.

stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction

was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to

successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business

combination contained an actionable material misstatement or material omission.

Although we have identified general criteria

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

When evaluating the desirability

of effecting our initial business combination with a prospective target business, our ability to assess the target business’ management

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

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

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

Should the target’s

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

of the post-combination business may be negatively impacted.

Accordingly, any stockholders who choose to remain stockholders following

the business combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such

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

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

the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement or material

When evaluating the

desirability of effecting our initial business combination with a prospective target business, our ability to assess the target

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

Our assessment of the capabilities of the

target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities

we suspected.

Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public

company, the operations and profitability of the post-combination business may be negatively impacted.

Accordingly, any

stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of their

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that

the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they

are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to

the business combination contained an actionable material misstatement or material omission.

The officers and directors

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combination opportunities.

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

our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning

a business combination with any such entity or entities.

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

with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business

combination as set forth in “Proposed Business — Effecting our initial business combination — Selection of

a target business and structuring of our initial business combination” and such transaction was approved by a majority of our disinterested

Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an

independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination with one or

more domestic or international businesses affiliated with our executive officers or directors, potential conflicts of interest still may

exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent

any conflicts of interest.

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

we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth

in “Proposed Business — Effecting our initial business combination — Selection of a target business and structuring

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

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

firm, regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international

businesses affiliated with our executive officers or directors, potential conflicts of interest still may exist and, as a result, the

terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

We will likely only be able to complete one

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property or asset, or

● dependent upon the development or market acceptance of a

single or limited number of products, processes or services.

● dependent upon the development or market acceptance of a single

or limited number of products, processes or services.

This lack of diversification

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may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders do not

Our amended and restated certificate

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

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

initial business combination (such that we become 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.

As a result, we may be

able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the

transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct

redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated

agreements to sell their shares to our initial stockholders, including our officers or directors, or their advisors or their affiliates.

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, all shares of common stock submitted

for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

Our amended and restated

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

public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the

consummation of our initial business combination (such that we become 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

As a result, we may be able to complete our initial business combination even though a substantial majority of our

public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our

initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the

tender offer rules, have entered into privately negotiated agreements to sell their shares to our initial stockholders, including

our officers or directors, or their advisors or their affiliates.

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, all shares of common stock submitted for redemption will be returned to the holders

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

We may be unable to obtain additional financing

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charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may

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

Even though these charges

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

to negative market perceptions about us or our securities.

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

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

post-combination debt financing.

Accordingly, any stockholders who choose to remain stockholders following the business combination

could suffer a reduction in the value of their shares.

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

they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary

duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or

proxy statement relating to the business combination contained an actionable material misstatement or material omission.

Even if our due diligence successfully identifies certain risks, unexpected risks

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

Even though these

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

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

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

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

virtue of our obtaining post-combination debt financing.

Accordingly, any stockholders who choose to remain stockholders following

the business combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such

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

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

that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement

or material omission.

Because we are not limited to a particular

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our business combination with another blank check company or similar company with nominal operations.

Because we have not yet identified

or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or

risks of any particular target business’ operations, results of operations, cash flows, liquidity, financial condition or prospects.

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

For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings,

we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity.

our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we

will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence.

some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will

adversely impact a target business.

We also cannot assure you that an investment in our units will ultimately prove to be more favorable

to investors than a direct investment, if such opportunity were available, in a business combination target.

Accordingly, any stockholders

who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares.

Such stockholders

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

breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring

a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained

an actionable material misstatement or material omission.

To the extent we complete our business

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

For example, if we combine

with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks

inherent in the business and operations of a financially unstable or a development stage entity.

Although our officers and directors will

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

all of the significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may

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

We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct

investment, if such opportunity were available, in a business combination target.

Accordingly, any stockholders who choose to remain stockholders

following the business combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy

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

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

that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement

or material omission.

We may issue notes or other debt securities,

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not be indicative of future performance of an investment in us.

Information regarding performance

by, or businesses associated with, our management team is presented for informational purposes only.

Any past experience and performance

of our management team is not a guarantee either:

(a) that we will be able to successfully identify a suitable candidate for our

initial business combination;

or (b) of any results with respect to any initial business combination we may consummate.

not rely on the historical record of our management team’s performance as indicative of the future performance of an investment

in us or the returns we will, or are likely to, generate going forward.

Information regarding

performance by, or businesses associated with, our management team is presented for informational purposes only.

Any past experience

and performance of our management team is not a guarantee either:

(a) that we will be able to successfully identify a suitable

candidate for our initial business combination;

or (b) of any results with respect to any initial business combination we may

You should not rely on the historical record of our management team’s performance as indicative of the future

performance of an investment in us or the returns we will, or are likely to, generate going forward.

We are dependent upon our executive officers

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prior to the completion of our initial business combination.

Each of our executive officers is engaged in several other business endeavors

for which he may be entitled to substantial compensation and our executive officers are not obligated to contribute any specific number

of hours per week to our affairs.

Each of our executive officers is engaged in several

other business endeavors for which he may be entitled to substantial compensation and our executive officers are not obligated to contribute

any specific number of hours per week to our affairs.

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

If our executive

officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess

of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our

ability to complete our initial business combination.

If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such

affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative

impact on our ability to complete our initial business combination.

Certain of our executive officers and directors

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to undertake and would otherwise be reasonable for us to pursue.

For a complete discussion of

our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware

of, please see “Management — Directors and Executive Officers,” “Management — Conflicts of Interest”

and “Certain Relationships and Related Party Transactions.”

For a complete discussion

of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be

aware of, please see “Management — Directors and Executive Officers,” “Management — Conflicts

of Interest” and “Certain Relationships and Related Party Transactions.”

Our executive officers, directors, security

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

This risk may become more acute as the 15-month anniversary

of the closing of our initial public offering (or the 21-month anniversary from the closing of our initial public offering if we

extend the period of time to consummate a business combination) nears, which is the deadline for our completion of an initial business

This risk may become more acute as the end of

the combination period nears, which is the deadline for our completion of an initial business combination.

Since our sponsor, executive officers and directors

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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 15 months from the closing of our initial public offering (or up to

21 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) or

(B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity and (iii) the

redemption of all of our public shares if we are unable to complete our business combination within 15 months from the closing of

our initial public offering (or up to 21 months from the closing of our initial public offering if we extend the period of time to

consummate a business combination), subject to applicable law and as further described herein.

Stockholders who do not exercise their

rights to the funds in connection with an amendment to our certificate of incorporation would still have rights to the funds in connection

with a subsequent business combination.

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

the trust account.

Accordingly, to liquidate your investment, you may be forced to sell your public shares, rights, or warrants, potentially

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 business combination within the combination period, subject to applicable law and as further described herein.

Stockholders who do not exercise their rights to the funds in connection with an amendment to our certificate of incorporation would still

have rights to the funds in connection with a subsequent business combination.

In no other circumstances will a public stockholder have

any right or interest of any kind in the trust account.

Accordingly, to liquidate your investment, you may be forced to sell your public

shares, rights, or warrants, potentially at a loss.

NASDAQ may delist our securities from trading

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restrictions.

Our common stock, rights, and

warrants are listed on Nasdaq.

We cannot assure you that our securities will continue to be, listed on Nasdaq in the future or prior to

our initial business combination.

In order to continue listing our securities on Nasdaq prior to our initial business combination, we

must maintain certain financial, distribution and stock price levels.

Our common stock, rights,

and warrants are listed on Nasdaq.

We cannot assure you that our securities will continue to be, listed on Nasdaq in the future or prior

to our initial business combination.

In order to continue listing our securities on Nasdaq prior to our initial business combination,

we must maintain certain financial, distribution and stock price levels.

Additionally, in connection with our initial business combination,

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than $10.10 per share.

Our placing of funds in the

trust account may not protect those funds from third-party claims against us.

Although we will seek to have all vendors, service

providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,

interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may

not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust

account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as

claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets,

including the funds held in the trust account.

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

in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement

with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly

more beneficial to us than any alternative.

We are not aware of any product or service providers who have not or will not provide such

waiver other than the underwriters of our initial public offering.

Our placing of funds in

the trust account may not protect those funds from third-party claims against us.

Although we will seek to have all vendors,

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

right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public

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

bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility

or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage

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

If any third party refuses to execute an

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

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

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

We are not aware of any

product or service providers who have not or will not provide such waiver other than the underwriters of our initial public

Examples of possible instances

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to consummate an initial business combination with a target business.

The securities in which we invest the proceeds

held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes

or reduce the value of the assets held in trust such that the per share redemption amount received by stockholders may be less than $10.10

The net proceeds of our initial

public offering and certain proceeds from the sale of the private placement warrants, in the amount of $191,647,500, are held in an interest-bearing

trust account.

The proceeds held in the trust account may only be invested in direct U.S.

Treasury obligations having a maturity of 180 days

or less, or in certain money market funds which invest only in direct U.S.

Treasury obligations.

While short-term U.S.

Treasury obligations

currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years.

Central banks in

Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not

ruled out the possibility that it may in the future adopt similar policies in the United States.

In the event of very low or negative

yields, the amount of interest income (which we are permitted to use to pay our taxes and up to $100,000 of dissolution expenses) would

In the event that we are unable to complete our initial business combination, our public stockholders are entitled to receive

their pro-rata share of the proceeds held in the trust account, plus any interest income.

If the balance of the trust account is reduced

below $191,647,500 as a result of negative interest rates, the amount of funds in the trust account available for distribution to our

public stockholders may be reduced below $10.10 per share.

Our directors may decide not to enforce the

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trust account available for distribution to our public stockholders may be reduced below $10.10 per share.

If, after we distribute the proceeds in the

trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that

is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having

breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive

If, after we distribute the proceeds in

the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be

viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to

claims of punitive damages.

If, after we distribute the

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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 15 months from the closing of our initial public offering (or up to 21 months

from the closing of our initial public offering if we extend the period of time to consummate a business combination) may be considered

a liquidation distribution under Delaware law.

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

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

any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims

brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of

stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim

or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the

However, it is our intention to redeem our public shares as soon as reasonably possible following the 15 th month

anniversary from the closing of our initial public offering (or the 21-month anniversary from the closing of our initial public offering

if we extend the period of time to consummate a business combination) in the event we do not complete our business combination and, therefore,

we do not intend to comply with those procedures.

we do not complete our initial business combination within the combination period may be considered a liquidation distribution under Delaware

If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable

provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against

the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting

period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution

is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any

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

However, it is our intention to redeem our

public shares as soon as reasonably possible following the end of the combination period in the event we do not complete our business

combination and, therefore, we do not intend to comply with those procedures.

Because we will not be complying

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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 15 months from the closing of our initial public offering (or up to 21 months from the closing

of our initial public offering if we extend the period of time to consummate a business combination) 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.

initial business combination within the end of 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.

We may not hold an annual meeting of stockholders

until after our consummation of a business combination and you will not be entitled to any of the corporate protections provided by such

In accordance with the Nasdaq

corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following

our listing on Nasdaq.

Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for

the purposes of electing directors in accordance with a company’s bylaws unless such election is made by written consent in lieu

of such a meeting.

We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business

combination, and thus, we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.

if our stockholders want us to hold an annual meeting prior to our consummation of a business combination, they may attempt to force us

to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

In accordance with the

Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year

end following our listing on Nasdaq.

Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of

stockholders for the purposes of electing directors in accordance with a company’s bylaws unless such election is made by

written consent in lieu of such a meeting.

We may not hold an annual meeting of stockholders to elect new directors prior to the

consummation of our initial business combination, and thus, we may not be in compliance with Section 211(b) of the DGCL, which

requires an annual meeting.

Therefore, if our stockholders want us to hold an annual meeting prior to our consummation of a business

combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance

with Section 211(c) of the DGCL.

We did not register the shares of common stock

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the future exercise of such rights may adversely affect the market price of our common stock.

Pursuant to an agreement entered

into concurrently with the issuance and sale of the securities in our initial public offering, our initial stockholders and their permitted

transferees can demand that we register their shares of our common stock at the time of our initial business combination.

holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and

the shares of common stock issuable upon exercise of the private placement warrants, and holders of securities that may be issued upon

conversion of working capital loans may demand that we register such warrants or the common stock issuable upon exercise of such warrants.

Pursuant to an agreement

entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial stockholders and

their permitted transferees can demand that we register their shares of our common stock at the time of our initial business

In addition, holders of our private placement warrants and their permitted transferees can demand that we register the

private placement warrants and the shares of common stock issuable upon exercise of the private placement warrants, and holders of

securities that may be issued upon conversion of working capital loans may demand that we register such warrants or the common stock

issuable upon exercise of such warrants.

We will bear the cost of registering these securities.

The registration and availability of such a significant number of securities for

trading in the public market may have an adverse effect on the market price of our common stock.

In addition, the existence of the registration

rights may make our initial business combination more costly or difficult to conclude.

This is because the stockholders of the target

business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact

on the market price of our common stock that is expected when the common stock owned by our initial stockholders, holders of our private

placement warrants or holders of our working capital loans or their respective permitted transferees are registered.

The registration and availability of

such a significant number of securities for trading in the public market may have an adverse effect on the market price of our

common stock.

In addition, the existence of the registration rights may make our initial business combination more costly or

difficult to conclude.

This is because the stockholders of the target business may increase the equity stake they seek in the

combined entity or ask for more cash consideration to offset the negative impact on the market price of our common stock that is

expected when the common stock owned by our initial stockholders, holders of our private placement warrants or holders of our

working capital loans or their respective permitted transferees are registered.

We may issue additional shares of common stock

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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 15 months from the closing of our initial public offering (or

up to 21 months from the closing of our initial public offering if we extend the period of time to consummate a business combination)

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

we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at

a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which

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

The issuance of additional shares of

common or preferred stock:

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, 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.

The issuance of additional shares of common or preferred stock:

● may significantly dilute the equity interest of investors

in our initial public offering;

● may subordinate the rights of holders of common stock if

preferred stock is issued with rights senior to those afforded our common stock;

● may subordinate the rights of holders of common stock if preferred

stock is issued with rights senior to those afforded our common stock;

● could cause a change in control if a substantial number of

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that may be adverse to holders of rights with the approval by the holders of at least 65% of the then outstanding rights.

Our rights will be issued in

registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and us.

The rights agreement

provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any defective

provision, but requires the approval by the holders of at least 65% of the then outstanding rights to make any change that adversely affects

the interests of the registered holders of rights.

Accordingly, we may amend the terms of the rights in a manner adverse to a holder if

holders of at least 65% of the then outstanding rights approve of such amendment.

Although our ability to amend the terms of the rights

with the consent of at least 65% of the then outstanding rights is unlimited, examples of such amendments could be amendments to, among

other things, adjust the conversion ratio of the rights.

Our rights will be issued

in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and us.

agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any

defective provision, but requires the approval by the holders of at least 65% of the then outstanding rights to make any change that adversely

affects the interests of the registered holders of rights.

Accordingly, we may amend the terms of the rights in a manner adverse to a

holder if holders of at least 65% of the then outstanding rights approve of such amendment.

Although our ability to amend the terms of

the rights with the consent of at least 65% of the then outstanding rights is unlimited, examples of such amendments could be amendments

to, among other things, adjust the conversion ratio of the rights.

We may amend the terms of the warrants in a

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action as agent for such warrant holder.

This choice-of-forum provision

may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company,

which may discourage such lawsuits.

Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable

with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving

such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations

and result in a diversion of the time and resources of our management and Board.

This choice-of-forum

provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with

our company, which may discourage such lawsuits.

Alternatively, if a court were to find this provision of our warrant agreement

inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional

costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business,

financial condition and results of operations and result in a diversion of the time and resources of our management and Board.

We may redeem your unexpired warrants prior

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of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated certificate

of incorporation requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action

or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer

or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees

arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action

asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the

Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines

that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent

to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive

jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter

jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court

for the District of Delaware shall have concurrent jurisdiction.

If an action is brought outside of Delaware, the stockholder bringing

the suit will be deemed to have consented to service of process on such stockholder’s counsel.

Although we believe this provision

benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court

may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging

lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities

laws and the rules and regulations thereunder.

Our amended and restated

certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that (i) any

derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by

any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our

directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of

incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the

internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to

which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction

of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within

ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the

Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action

arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware

shall have concurrent jurisdiction.

If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to

have consented to service of process on such stockholder’s counsel.

Although we believe this provision benefits us by

providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may

determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of

discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance

with federal securities laws and the rules and regulations thereunder.

Notwithstanding the foregoing,

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

If we are deemed to be an investment

company under the Investment Company Act, our activities may be restricted, including, without limitation, restrictions on the nature

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

In addition, we may have imposed upon us burdensome requirements, including, without limitation, registration as an investment

If we are deemed to be an

investment company under the Investment Company Act, our activities may be restricted, including, without limitation, restrictions on

the nature of our investments, and restrictions on the issuance of our securities, each of which may make it difficult for us to complete

our business combination.

In addition, we may have imposed upon us burdensome requirements, including, without limitation, registration

as an investment company;

adoption of a specific form of corporate structure;

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

and other rules and regulations.

and reporting, record keeping, voting, proxy and disclosure

requirements and other rules and regulations.

In order not to be regulated

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other public companies.

We are an “emerging growth

company” within the meaning of the Securities Act, as modified by the JOBS Act, and we are taking advantage of certain exemptions

We are an “emerging

growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we are taking advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but

92 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors