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Item 1A. Risk Factors

2024-02-26 compared with 2023-03-06 · 1429 added, 1569 removed, 54 unchanged (98% of the section changed)

Summary of Risk Factors

An investment in our securities

involves a high degree of risk.

The occurrence of one or more of the events or circumstances described in the section titled “Risk

Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition

and operating results.

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

of Risk Factors

investment in our securities involves a high degree of risk.

The occurrence of one or more of the events or circumstances described in

the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect

our business, financial condition and operating results.

In that event, the trading price of our securities could decline, and you could

lose all or part of your investment.

Such risks include, but are not limited to:

● 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

a combination.

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

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

● Your only opportunity to affect the investment decision regarding

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

stockholder approval of the business combination.

● The ability of our public stockholders to redeem their shares

for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us

to enter into a business combination with a target.

● The ability of our public stockholders to exercise redemption

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

our capital structure.

● The ability of our public stockholders to exercise redemption

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

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

● The requirement that we complete our initial business combination

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

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

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

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

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

our public shares and liquidate.

● If a stockholder fails to receive notice of our offer to redeem

our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such

shares may not be redeemed.

● If we seek stockholder approval of our initial business combination

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

to hold 15% or more of our common stock, you will lose the ability to redeem all such shares equal to or in excess of 15% of our common

● We are not required to obtain an opinion from an independent

investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source

that the price we are paying for the business is fair to our company from a financial point of view.

● We may engage in a business combination with one or more target

businesses that have relationships with entities that may be affiliated with our sponsor, executive officers and directors which may

raise potential conflicts of interest.

● We will likely only be able to complete one business combination

with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent

on a single business which may have a limited number of products or services.

This lack of diversification may negatively impact our

operations and profitability.

● As the number of special purpose acquisition companies evaluating

targets increases, attractive targets may become scarcer and there may be more competition for attractive target businesses.

increase the cost of our initial business combination and could even result in our inability to find a suitable target business or to

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.

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

initial business combination at a price that is less than the prevailing market price of our shares at that time.

● Our executive officers and directors will allocate their time

to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

This conflict

of interest could have a negative impact on our ability to complete our initial business combination.

● Certain of our executive officers and directors are now, and

all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted

by us following our initial business combination and, accordingly, may have conflicts of interest in determining to which entity a particular

business opportunity should be presented.

● Since our initial stockholders, including our sponsor, executive

officers and directors, will lose their entire investment in us if our initial business combination is not completed, a conflict of interest

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.

● Provisions in our amended and restated certificate of incorporation

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

Risks Relating to Our Search For, Consummation of, or Inability

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

companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive target

This could increase the cost of our initial business combination and could even result in our inability to find a suitable

target business or to consummate an initial business combination.

In recent years, the number

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

Many potential target businesses for blank

check companies have already entered into an initial business combination, and there are still many blank check companies preparing and

seeking target businesses for an initial public offering, as well as many such companies currently in registration.

As a result, at times,

fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target

and to consummate an initial business combination.

In addition, because there

are more blank check companies seeking to enter into an initial business combination with available targets businesses, the competition

for available target businesses with attractive fundamentals or business models may increase, which could cause targets businesses to

demand improved financial terms.

Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns,

geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate target businesses

post-business combination.

This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate

an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our

investors altogether.

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.

In recent months, the market

for directors and officers liability insurance for blank check companies has changed in ways adverse to us and our officers and directors.

Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have

generally increased and the terms of such policies have generally become less favorable.

These trends may continue into the future.

The increased cost and decreased

availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and consummate

an initial business combination.

In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming

a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both.

However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post business combination’s

ability to attract and retain qualified officers and directors.

In addition, even after we

were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims

arising from conduct alleged to have occurred prior to the initial business combination.

As a result, in order to protect our directors

and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”).

The need for run off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate

our ability to consummate an initial business combination on terms favorable to our stockholders.

We may issue our shares to investors in connection

with our initial business combination at a price that is less than the prevailing market price of our shares at that time.

In connection with our initial

business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price

of $10.00 per share or which approximates the per-share amounts in our trust account at such time, which is generally approximately

The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business combination entity.

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

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 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.

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

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

of how our public stockholders vote.

Unlike many other blank check

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

public stockholders in connection with an initial business combination, our sponsor, officers and directors have agreed to vote their

founder shares, as well as any public shares purchased during or after our initial public offering, in favor of our initial business combination.

Our sponsor, officers and directors own 19.6% of our outstanding shares of common stock.

As a result, in addition to the founder shares

and representative shares, we would need 6,890,626, or 36.31%, of the 18,975,000 public shares sold in our initial public offering to

be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved.

Furthermore, assuming only the minimum number of stockholders required to be present at the stockholders’ meeting held to approve

our initial business combination are present at such meeting, we would need only 848,439 of the 18,975,000 public shares, or approximately

4.47% of the shares sold as part of the units in our initial public offering, to be voted in favor of our initial business combination

in order to have such transaction approved.

In addition, in the event that our board of directors amends our bylaws to reduce the number

of shares required to be present at a meeting of our stockholders, we would need even fewer public shares to be voted in favor of our

initial business combination to have such transaction approved.

Accordingly, if we seek stockholder

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

the case if our initial stockholders agreed to vote their shares in accordance with the majority of the votes cast by our public stockholders.

Your only opportunity to affect the investment

decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash,

unless we seek stockholder approval of the business combination.

At the time of your investment

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

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

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

Accordingly, if we do not seek stockholder approval,

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

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

stockholders in which we describe our initial business combination.

The ability of our public stockholders to redeem

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

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

We may seek to enter into

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

worth or a certain amount of cash.

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

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

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,

if accepting all properly submitted redemption requests 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 or such greater amount necessary to satisfy a closing condition

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

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

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 a combination.

we seek stockholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of

such initial business combination, regardless of how our public stockholders vote.

only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your

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

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

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

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

the most desirable business combination or optimize our capital structure.

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

that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage

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

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

would optimize value for our stockholders.

may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations

except for the purpose of winding up and we would redeem our public shares and liquidate.

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

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

we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,

and if you or a “group” of stockholders are deemed to hold 15% or more of our common stock, you will lose the ability to

redeem all such shares equal to or in excess of 15% of our common stock.

are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently,

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

point of view.

may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated

with our sponsor, executive officers and directors which may raise potential conflicts of interest.

will likely only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private

placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services.

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

the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may

be more competition for attractive target businesses.

This could increase the cost of our initial business combination and could even

result in our inability to find a suitable target business or to consummate an initial business combination.

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.

may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market

price of our shares at that time.

executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination

as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial

business combination.

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

transaction with us.

The ability of our public stockholders to exercise

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

optimize our capital structure.

At the time we enter

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

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

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

activities similar to those intended to be conducted by us following our initial business combination and, accordingly, may have conflicts

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

our initial stockholders, including our sponsor, executive officers and directors, will lose their entire investment in us if our initial

business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target

is appropriate for our initial business combination.

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.

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.

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.

in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors

and officers.

Relating to Our Search For, Consummation of, or Inability to Consummate, a Business Combination

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.

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

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.

the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may

be more competition for attractive target businesses.

This could increase the cost of our initial business combination and could even

result in our inability to find a suitable target business or to consummate an initial business combination.

recent years, the number of special purpose acquisition companies that have been formed has increased substantially.

Many potential target

businesses for blank check companies have already entered into an initial business combination, and there are still many blank check

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

As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify

a suitable target and to consummate an initial business combination.

addition, because there are more blank check companies seeking to enter into an initial business combination with available targets businesses,

the competition for available target businesses with attractive fundamentals or business models may increase, which could cause targets

businesses to demand improved financial terms.

Attractive deals could also become scarcer for other reasons, such as economic or industry

sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate

target businesses post-business combination.

This could increase the cost of, delay or otherwise complicate or frustrate our ability

to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination

on terms favorable to our investors altogether.

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.

recent months, the market for directors and officers liability insurance for blank check companies has changed in ways adverse to us

and our officers and directors.

Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums

charged for such policies have generally increased and the terms of such policies have generally become less favorable.

may continue into the future.

increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive

for us to negotiate and consummate an initial business combination.

In order to obtain directors and officers liability insurance or

modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense,

accept less favorable terms or both.

However, any failure to obtain adequate directors and officers liability insurance could have an

adverse impact on the post business combination’s ability to attract and retain qualified officers and directors.

addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential

liability from claims arising from conduct alleged to have occurred prior to the initial business combination.

As a result, in order

to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect

to any such claims (“run-off insurance”).

The need for run off insurance would be an added expense for the post-business combination

entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our stockholders.

may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market

price of our shares at that time.

connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE

transactions) at a price of $10.00 per share or which approximates the per-share amounts in our trust account at such time, which

is generally approximately $10.10.

The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business combination

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

at such time.

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 a combination.

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.

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 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 information.

we seek stockholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of

such initial business combination, regardless of how our public stockholders vote.

many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority

of the votes cast by the public stockholders in connection with an initial business combination, our sponsor, officers and directors

have agreed to vote their founder shares, as well as any public shares purchased during or after our initial public offering, in favor

of our initial business combination.

Our sponsor, officers and directors own 86.17% of our outstanding shares of common stock.

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

approval than would be the case if our initial stockholders and their permitted transferees agreed to vote their founder shares in accordance

with the majority of the votes cast by the public stockholders.

Furthermore, assuming only the minimum number of stockholders required

to be present at the stockholders’ meeting held to approve our initial business combination are present at such meeting, we would

need only 848,439 of the 18,975,000 public shares, or approximately 4.47% of the shares sold as part of the units in our initial public

offering, to be voted in favor of our initial business combination in order to have such transaction approved.

In addition, in the event

that our board of directors amends our bylaws to reduce the number of shares required to be present at a meeting of our stockholders,

we would need even fewer public shares to be voted in favor of our initial business combination to have such transaction approved.

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

received than would be the case if our initial stockholders agreed to vote their shares in accordance with the majority of the votes

cast by our public stockholders.

only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your

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

the time of your investment in us, you may not be provided with an opportunity to evaluate the specific merits or risks of one or more

target businesses.

Since our board of directors may complete a business combination without seeking stockholder approval, public stockholders

may not have the right or opportunity to vote on the business combination, unless we seek such stockholder vote.

Accordingly, if we do

not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may

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

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

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

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

may seek to enter into a business combination 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

Consequently, if accepting all properly submitted redemption requests 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 or such greater amount necessary to

satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may

instead search for an alternate business combination.

Prospective targets will be aware of these risks and, thus, may be reluctant to

enter into a business combination transaction with us.

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

the most desirable business combination or optimize our capital structure.

the time we enter into an agreement for our 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.

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

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

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

If our initial business combination

agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount

of cash at closing, the probability that our initial business combination would be unsuccessful is increased.

If our initial business

combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account.

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

however, at such time our stock may trade

at a discount to the pro rata amount per share in the trust account.

In either situation, you may suffer a material loss on your investment

or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open

The requirement that we complete our initial

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

combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution

deadline, which could undermine our ability to complete our business combination on terms that would optimize value for our stockholders.

Any potential target business

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

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

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

and we would redeem our public shares and liquidate.

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

business combination, our initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares

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

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

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

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.

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

that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

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

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

is increased.

If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until

we liquidate the trust account.

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

at such time our stock may trade at a discount to the pro rata amount per share in the trust account.

In either situation, you may suffer

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

are able to sell your stock in the open market.

requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage

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

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

would optimize value for our stockholders.

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

our initial business combination 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.

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.

may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations

except for the purpose of winding up and we would redeem our public shares and liquidate.

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.

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

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

we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, advisors and

their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination

and reduce the public “float” of our common stock.

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

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

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

If a stockholder fails to receive notice of

our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering

its shares, such shares may not be redeemed.

We will comply with the tender

offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business combination.

Despite our compliance

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

aware of the opportunity to redeem its shares.

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

furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that

must be complied with in order to validly tender or redeem public shares.

In the event that a stockholder fails to comply with these procedures,

its shares may not be redeemed.

You will not be entitled to protections normally

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

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

securities laws.

However, because we have net tangible assets in excess of $5,000,000 and have filed a Current Report on Form 8-K,

including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank

check companies, such as Rule 419.

Accordingly, investors will not be afforded the benefits or protections of those rules.

other things, we will have a longer period of time to complete our business combination than do companies subject to Rule 419.

if our initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held

in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an

initial business combination.

If we seek stockholder approval of our initial

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

are deemed to hold 15% or more of our common stock, you will lose the ability to redeem all such shares equal to or in excess of 15% of

our common stock.

If we seek stockholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial 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 an aggregate of 15% or more of

the shares sold in our initial public offering, which we refer to as the “Excess Shares.” However, we would not be restricting

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

Your inability

to redeem the Excess Shares will reduce your influence over our ability to complete our business combination and you could suffer a material

loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions

with respect to the Excess Shares if we complete our business combination.

And as a result, you will continue to hold that number of shares

equal to or exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially

Because of our limited resources and the significant

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

are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share, on our

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.

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

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.

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.

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

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

a national securities exchange.

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

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

will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business combination.

Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder

may not become aware of the opportunity to redeem its shares.

In addition, the tender offer documents or proxy materials, as applicable,

that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures

that must be complied with in order to validly tender or redeem public shares.

In the event that a stockholder fails to comply with these

procedures, its shares may not be redeemed.

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

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 securities laws.

However, because we have net tangible assets in excess of $5,000,000 and have filed

a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by

the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors will not be afforded the benefits

or protections of those rules.

Among other things, we will have a longer period of time to complete our business combination than do

companies subject to Rule 419.

Moreover, if our initial public offering were subject to Rule 419, that rule would prohibit

the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released

to us in connection with our completion of an initial business combination.

we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,

and if you or a “group” of stockholders are deemed to hold 15% or more of our common stock, you will lose the ability to

redeem all such shares equal to or in excess of 15% of our common stock.

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

of 15% or more of the shares sold in our initial public offering, which we refer to as the “Excess Shares.” However, we would

not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business

Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our business combination

and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you

will not receive redemption distributions with respect to the Excess Shares if we complete our business combination.

And as a result,

you will continue to hold that number of shares equal to or exceeding 15% and, in order to dispose of such shares, would be required

to sell your stock in open market transactions, potentially at a loss.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete

our initial business combination.

If we are unable to complete our initial business combination, our public stockholders may receive

only approximately $10.10 per share, on our redemption, and our rights and warrants will expire worthless.

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

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

and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available

to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from

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

Of the net proceeds of our

initial public offering and the sale of the private placement warrants, only approximately $193,486 as of December 31, 2022 is available

to us outside the trust account to fund our working capital requirements.

If we are required to seek additional capital, we would need

to borrow funds from our initial stockholders, management team or other third parties to operate or may be forced to liquidate.

our initial stockholders, members of our management team or any of their affiliates is under any obligation to advance funds to us in

such circumstances.

Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon

completion of our initial business combination.

Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent warrants

at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the private placement warrants, including

as to exercise price, exercisability and exercise period of the underlying warrants.

We do not expect to seek loans from parties other

than our initial stockholders or an affiliate of our initial stockholders as we do not believe third parties will be willing to loan such

funds and provide a waiver against any and all rights to seek access to funds in our trust account.

If we are unable to complete our initial

business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the

trust account.

Consequently, our public stockholders may only receive approximately $10.10 per share on our redemption of our public shares,

and our rights and warrants will expire worthless.

We may seek acquisition opportunities in companies

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.

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

and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination

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

business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified

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

into our initial business combination will not have all of these positive attributes.

If we complete our initial business combination

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

that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business combination with a target

that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may

make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain

amount of cash.

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

for business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination

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

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 are not required to obtain an opinion from

an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent

source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our business

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

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

accounting firm that the price we are paying for a target is fair to our company from a financial point of view.

If no opinion is obtained,

our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally

accepted by the financial community.

Such standards used will be disclosed in our tender offer documents or proxy solicitation materials,

as applicable, related to our initial business combination.

Resources could be wasted in researching acquisitions

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

We anticipate that the investigation

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

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

If we decide not to

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

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

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

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

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

If we are unable

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

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

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.

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.

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

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 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 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.

We may have a limited ability to assess the

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

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

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, it could limit the amount available to fund our search for a target business or businesses and complete our initial business

combination and we will depend on loans from our initial stockholders or management team to fund our search, to pay our taxes and to

complete our business combination.

the net proceeds of our initial public offering and the sale of the private placement warrants, only approximately $4,519 as of December

31, 2023 is available to us outside the trust account to fund our working capital requirements.

If we are required to seek additional

capital, we would need to borrow funds from our initial stockholders, management team or other third parties to operate or may be forced

to liquidate.

None of our initial stockholders, members of our management team or any of their affiliates is under any obligation to

advance funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the trust account or from funds

released to us upon completion of our initial business combination.

Up to $1,500,000 of such working capital loans may be convertible

into private placement-equivalent warrants at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical

to the private placement warrants, including as to exercise price, exercisability and exercise period of the underlying warrants.

do not expect to seek loans from parties other than our initial stockholders or an affiliate of our initial stockholders as we do not

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

trust account.

If we are unable to complete our initial business combination because we do not have sufficient funds available to us,

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

Consequently, our public stockholders may only receive approximately

$10.10 per share on our redemption of our public shares, and our rights and warrants will expire worthless.

may seek acquisition opportunities in companies that may be outside of our management’s areas of expertise.

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 have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may

enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target

business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria

and guidelines.

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

with which we enter into our initial business combination will not have all of these positive attributes.

If we complete our initial

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

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

In addition, if we announce a prospective business

combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their

redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a

minimum net worth or a certain amount of cash.

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

to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of

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

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.

are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently,

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

point of view.

we complete our business combination with an affiliated entity, or our board cannot independently determine the fair market value of

the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm that is a member

of FINRA or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point

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

market value based on standards generally accepted by the financial community.

Such standards used will be disclosed in our tender offer

documents or proxy solicitation materials, as applicable, related to our initial business combination.

could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate

and acquire or merge with another 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.

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

disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys and others.

If we decide not to complete a specific initial business combination, the costs incurred up to that point for the

proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we

may fail to complete our initial business combination for any number of reasons including those beyond our control.

Any such event will

result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire

or merge with another business.

If we are unable to complete our 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.

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

combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

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

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

The departure of a business combination target’s

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

The role of an acquisition

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

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

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

remain in place.

We may engage in a business combination with

one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers and directors

which may raise potential conflicts of interest.

In light of the involvement

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

our sponsor, executive officers and directors.

Our directors also serve as officers and board members for other entities, including, without

limitation, those described under “Management — Conflicts of Interest.” Such entities may compete with us for business

combination opportunities.

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

business combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause

us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification may

negatively impact our operations and profitability.

We may effectuate our initial

business combination with a single target business or multiple target businesses simultaneously or within a short period of time.

we may not be able to effectuate our initial business combination with more than one target business because of various factors, including

the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that

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

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

competitive and regulatory risks.

Further, we would not be able to diversify our operations or benefit from the possible spreading of

risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different

industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

● solely dependent upon the performance of a single business,

property or asset, or

● dependent upon the development or market acceptance of a single

or limited number of products, processes or services.

This lack of diversification

may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon

the particular industry in which we may operate subsequent to our initial business combination.

We may attempt to simultaneously complete business

combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise

to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously

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

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

our ability, to complete our initial business combination.

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

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

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

in a single operating business.

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

of operations.

We may attempt to complete our initial business

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

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

In pursuing our acquisition

strategy, we may seek to effectuate our initial business combination with a privately held company.

By definition, very little public

information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial

business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable

as we suspected, if at all.

Our management may not be able to maintain

control of a target business after our initial business combination.

We cannot provide assurance that, upon loss of control of a target

business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial

business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of

the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company

owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target

sufficient for us not to be required to register as an investment company under the Investment Company Act.

We will not consider any transaction

that does not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting securities of the target, our

stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending

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

For example, we could pursue a transaction in which

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

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

However, as a result of the issuance of a substantial number of new shares of common

stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock

subsequent to such transaction.

In addition, other minority stockholders may subsequently combine their holdings resulting in a single

person or group obtaining a larger share of the company’s stock than we initially acquired.

Accordingly, this may make it more likely

that our management will not be able to maintain our control of the target business.

We may seek business combination opportunities

with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our

desired results.

We may seek business combination

opportunities with large, highly complex companies that we believe would benefit from operational improvements.

While we intend to implement

such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the initial business

combination may not be as successful as we anticipate.

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 omission.

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

The departure of a

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

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

at this time.

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

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

candidate will not wish to remain in place.

may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated

with our sponsor, executive officers and directors which may raise potential conflicts of interest.

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

affiliated with our sponsor, executive officers and directors.

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

including, without limitation, those described under “Management — Conflicts of Interest.” Such entities may compete

with us for business combination opportunities.

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.

will likely only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private

placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services.

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

may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within

a short period of time.

However, we may not be able to effectuate our initial business combination with more than one target business

because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma

financial statements with the SEC that present operating results and the financial condition of several target businesses as if they

had been operated on a combined basis.

By completing our initial business combination with only a single entity, our lack of diversification

may subject us to numerous economic, competitive and regulatory risks.

Further, we would not be able to diversify our operations or benefit

from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several

business combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success may

dependent upon the performance of a single business, property or asset, or

upon the development or market acceptance of a single or limited number of products, processes or services.

lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial

adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete

our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers

to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make

it more difficult for us, and delay our ability, to complete our initial business combination.

With multiple business combinations, we

could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence

investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations

and services or products of the acquired companies in a single operating business.

If we are unable to adequately address these risks,

it could negatively impact our profitability and results of operations.

may attempt to complete our initial business combination with a private company about which little information is available, which may

result in a business combination with a company that is not as profitable as we suspected, if at all.

pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company.

By definition,

very little public information generally exists about private companies, and we could be required to make our decision on whether to

pursue a potential initial business combination on the basis of limited information, which may result in a business combination with

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

management may not be able to maintain control of a target business after our initial business combination.

We cannot provide assurance

that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably

operate such business.

may structure our initial business combination so that the post-transaction company in which our public stockholders own shares

will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if

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

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

We will not consider any transaction that does not meet such criteria.

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

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

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

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

the outstanding capital stock of a target.

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

However, as a result of the

issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less

than a majority of our outstanding shares of common stock subsequent to such transaction.

In addition, other minority stockholders may

subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than

we initially acquired.

Accordingly, this may make it more likely that our management will not be able to maintain our control of the

target business.

may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which

could delay or prevent us from achieving our desired results.

may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements.

While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements,

the initial business combination may not be as successful as we anticipate.

the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we

9 unchanged sentences

Such combination may not be as successful as a combination with a smaller, less complex organization.

We do not have 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.

The absence of such a redemption threshold

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

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

to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure

or abandon a particular business combination.

Although we believe that the

net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete

our initial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements

for any particular transaction.

If the net proceeds of our initial public offering and the sale of the private placement warrants prove

to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search

of a target business, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection

with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business

combination, we may be required to seek additional financing or to abandon the proposed business combination.

We cannot assure you that

such financing will be available on acceptable terms, if at all.

To the extent that additional financing proves to be unavailable when

needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular

business combination and seek an alternative target business candidate.

In addition, even if we do not need additional financing to complete

our business combination, we may require such financing to fund the operations or growth of the target business.

The failure to secure

additional financing could have a material adverse effect on the continued development or growth of the target business.

None of our officers,

directors or stockholders is required to provide any financing to us in connection with or after our business combination.

If we are unable

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

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

Because we must furnish our stockholders with

target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with

some prospective target businesses.

The federal proxy rules require

that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical

and/or pro forma financial statement disclosure.

We will include the same financial statement disclosure in connection with our tender

offer documents, whether or not they are required under the tender offer rules.

These financial statements may be required to be prepared

in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international

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

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

These financial statement

requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial

statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business

combination within the prescribed time frame.

Our search for a business combination, and

any target business with which we ultimately consummate our initial business combination, may be materially adversely affected by the

coronavirus (COVID-19) pandemic.

The COVID-19 pandemic

has resulted in a widespread health crisis and is adversely affecting the economies and financial markets in the U.S.

and worldwide, and

could adversely affect the business of any potential target company with which we consummate a business combination.

Furthermore, we may

be unable to complete a business combination if continued concerns relating to COVID-19 continue to restrict travel, continue to

limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are

unavailable to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business

combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may

emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions

posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business

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

Risks Relating to the Post-Business Combination Company

Subsequent to the completion of our initial

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

a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some

or all of your investment.

Even if we conduct extensive

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

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

of due diligence, or that factors outside of the target business and outside of our control will not later arise.

As a result of these

factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other

charges that could result in our reporting losses.

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

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

Even though these

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

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

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

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

virtue of our obtaining 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

industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the

merits or risks of any particular target business’ operations.

Although we expect to focus

our search for a target business on entities in the healthcare industry, we may seek to complete a business combination with an operating

company in any industry or sector.

However, we are not, under our amended and restated certificate of incorporation, permitted to effectuate

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

To the extent we complete our business

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

For example, if we combine

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

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

Although our officers and directors will

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

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

Furthermore, some of these risks may

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

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.

do not have 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.

The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial

majority of our stockholders do not agree.

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.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target

business, which could compel us to restructure or abandon a particular business combination.

we believe that the net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to

allow us to complete our initial business combination, because we have not yet identified any prospective target business we cannot ascertain

the capital requirements for any particular transaction.

If the net proceeds of our initial public offering and the sale of the private

placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available

net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders who

elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection

with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing proves

to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction

or abandon that particular business combination and seek an alternative target business candidate.

In addition, even if we do not need

additional financing to complete our business combination, we may require such financing to fund the operations or growth of the target

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

target business.

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

our business combination.

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

$10.10 per share on the liquidation of our trust account, and our rights and warrants will expire worthless.

we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial business combination with some prospective target businesses.

federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance

tests include historical and/or pro forma financial statement disclosure.

We will include the same financial statement disclosure in

connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements

may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States

of America, or GAAP, or international financial reporting standards depending on the circumstances and the historical financial statements

may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States),

These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets

may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy

rules and complete our initial business combination within the prescribed time frame.

search for a business combination, and any target business with which we ultimately consummate our initial business combination, may

be materially adversely affected by the coronavirus (COVID-19) pandemic.

COVID-19 pandemic has resulted in a widespread health crisis and is adversely affecting the economies and financial markets in the

and worldwide, and could adversely affect the business of any potential target company with which we consummate a business combination.

Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continue to restrict

travel, continue to limit the ability to have meetings with potential investors or the target company’s personnel, vendors and

services providers are unavailable to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts

our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including

new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact,

among others.

If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time,

our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business

combination, may be materially adversely affected.

Relating to the Post-Business Combination Company

to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment

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

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

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

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

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

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

or incur impairment or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain

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

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

5 unchanged sentences

or material omission.

We may issue notes or other debt securities,

or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition

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

Although we have no commitments

as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial

public offering, we may choose to incur substantial debt to complete our initial business combination.

We have agreed that we will not

incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the

monies held in the trust account.

As such, no issuance of debt will affect the per-share amount available for redemption from the

trust account.

we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination,

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

we expect to focus our search for a target business on entities in the healthcare industry, we may seek to complete a business combination

with an operating company in any industry or sector.

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

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

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.

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.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely

affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt

following our initial public offering, we may choose to incur substantial debt to complete our initial business combination.

agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim

of any kind in or to the monies held in the trust account.

As such, no issuance of debt will affect the per-share amount available

for redemption from the trust account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

● default and foreclosure on our assets if our operating revenues

after an initial business combination are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness

even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial

ratios or reserves without a waiver or renegotiation of that covenant;

● our immediate payment of all principal and accrued interest,

if any, if the debt security is payable on demand;

● our inability to obtain necessary additional financing if

the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

● our inability to pay dividends on our common stock;

● using a substantial portion of our cash flow to pay principal

and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures,

acquisitions and other general corporate purposes;

● limitations on our flexibility in planning for and reacting

to changes in our business and in the industry in which we operate;

● increased vulnerability to adverse changes in general economic,

industry and competitive conditions and adverse changes in government regulation;

● limitations on our ability to borrow additional amounts for

expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages

compared to our competitors who have less debt.

If we effect our initial business combination

with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks

that may negatively impact our operations.

If we effect our initial business

combination with a company with operations or opportunities outside of the United States, we would be subject to any special considerations

or risks associated with companies operating in an international setting, including any of the following:

● higher costs and difficulties inherent in managing cross-border business

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

● rules and regulations regarding currency redemption;

● laws governing the manner in which future business combinations

may be effected;

● tariffs and trade barriers;

● regulations related to customs and import/export matters;

● local or regional economic policies and market conditions;

● unexpected changes in regulatory requirements;

● longer payment cycles;

● tax issues, such as tax law changes and variations in tax

laws as compared to the United States;

● currency fluctuations and exchange controls;

● rates of inflation;

● challenges in collecting accounts receivable;

● cultural and language differences;

● employment regulations;

● underdeveloped or unpredictable legal or regulatory systems;

and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

● acceleration

of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing

while the debt security is outstanding;

inability to pay dividends on our common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

● limitations

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

● limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of

our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

we effect our initial business combination with a company with operations or opportunities outside of the United States, we would

be subject to a variety of additional risks that may negatively impact our operations.

we effect our initial business combination with a company with operations or opportunities outside of the United States, we would

be subject to any special considerations or risks associated with companies operating in an international setting, including any of the

costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements

of overseas markets;

and regulations regarding currency redemption;

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

and trade barriers;

● regulations

related to customs and import/export matters;

or regional economic policies and market conditions;

changes in regulatory requirements;

payment cycles;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

● underdeveloped

or unpredictable legal or regulatory systems;

● corruption;

● protection of intellectual property;

● social unrest, crime, strikes, riots, civil disturbances,

regime changes, political upheaval, terrorist attacks, natural disasters and wars;

● deterioration of political relations with the United States;

● government appropriation of assets.

We may not be able to adequately

address these additional risks.

If we were unable to do so, our operations might suffer, which may adversely impact our results of operations

and financial condition.

Risks Relating to our Management and Directors

Past performance by our management team may

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.

of intellectual property;

unrest, crime, strikes, riots, civil disturbances, regime changes, political upheaval, terrorist attacks, natural disasters and wars;

● deterioration

of political relations with the United States;

appropriation of assets.

may not be able to adequately address these additional risks.

If we were unable to do so, our operations might suffer, which may adversely

impact our results of operations and financial condition.

Relating to our Management and Directors

performance by our management team may not be indicative of future performance of an investment in us.

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

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

Our operations are dependent

upon a relatively small group of individuals.

We believe that our success depends on the continued service of our executive officers and

directors, at least until we have completed our business combination.

In addition, our executive officers and directors are not required

to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time

among various business activities, including identifying potential business combinations and monitoring the related due diligence.

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

The unexpected

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

Our ability to successfully effect our initial

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

join us following our initial business combination.

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

of our post-combination business.

Our ability to successfully

effect our initial business combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the target

business, however, cannot presently be ascertained.

Although some of our key personnel may remain with the target business in senior management

or advisory positions following our initial business combination, it is likely that some or all of the management of the target business

will remain in place.

While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot

assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements

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

such requirements.

Our key personnel may negotiate employment

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

These agreements may provide for

them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest

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

Our key personnel may be able

to remain with the company after the completion of our initial business combination only if they are able to negotiate employment or consulting

agreements in connection with the business combination.

Such negotiations would take place simultaneously with the negotiation of the

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

for services they would render to us after the completion of the business combination.

The personal and financial interests of such individuals

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

However, we believe the ability of such individuals to

remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether

or not we will proceed with any potential business combination.

There is no certainty, however, that any of our key personnel will remain

with us after the completion of our business combination.

We cannot assure you that any of our key personnel will remain in senior management

or advisory positions with us.

The determination as to whether any of our key personnel will remain with us will be made at the time of

our initial business combination.

The officers and directors of an acquisition

candidate may resign upon completion of our initial business combination.

The loss of a business combination target’s key personnel

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

The role of an acquisition

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

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

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

remain in place.

Our executive officers and directors will allocate

their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our executive officers and

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

their time between our operations and our search for a business combination and their other businesses.

We do not intend to have any full-time employees

prior to the completion of our 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.

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.

Certain of our executive officers and directors

are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to

be conducted by us following our initial business combination and, accordingly, may have conflicts of interest in determining to which

entity a particular business opportunity should be presented.

Following the completion of

our initial public offering and until we consummate our initial business combination, we intend to engage in the business of identifying

and combining with one or more businesses.

Our executive officers and directors are, or may in the future become, affiliated with entities

that are engaged in business activities similar to those intended to be conducted by us following our initial business combination.

Our officers and directors

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

certain fiduciary or contractual duties.

Accordingly, they may have conflicts of interest in determining to which entity a particular

business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential target business may be presented

to another entity prior to its presentation to us.

Our amended and restated certificate of incorporation provides that we renounce our

interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely

in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted

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

For 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

holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy

that expressly prohibits our executive officers, directors, security holders and their respective affiliates from having a direct or indirect

pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or

have an interest.

In fact, we may enter into a business combination with a target business that is affiliated with our directors or executive

officers, although we do not currently intend to do so.

Nor do we have a policy that expressly prohibits any such persons from engaging

for their own account in business activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between

their interests and ours.

Since our initial stockholders, including our

sponsor, executive officers and directors, will lose their entire investment in us if our initial business combination is not completed,

a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business

Our sponsor holds 4,743,750

founder shares.

(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.

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.

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

operations are dependent upon a relatively small group of individuals.

We believe that our success depends on the continued service of

our executive officers and directors, at least until we have completed our business combination.

In addition, our executive officers

and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest

in allocating management time among various business activities, including identifying potential business combinations and monitoring

the related due diligence.

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

or executive officers.

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

effect on us.

ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts

of our key personnel, some of whom may join us following our initial business combination.

The loss of key personnel could negatively

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

ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel.

The role of our key

personnel in the target business, however, cannot presently be ascertained.

Although some of our key personnel may remain with the target

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

management of the target business will remain in place.

While we intend to closely scrutinize any individuals we engage after our initial

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

These individuals may be

unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources

helping them become familiar with such requirements.

key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them

to have conflicts of interest in determining whether a particular business combination is the most advantageous.

key personnel may be able to remain with the company after the completion of our initial business combination only if they are able to

negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously

with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments

and/or our securities for services they would render to us after the completion of the business combination.

The personal and financial

interests of such individuals may influence their motivation in identifying and selecting a target business.

However, we believe the

ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor

in our decision as to whether or not we will proceed with any potential business combination.

There is no certainty, however, that any

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

We cannot assure you that any of our key personnel

will remain in senior management or advisory positions with us.

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

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

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

The loss of a business

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

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

at this time.

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

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

candidate will not wish to remain in place.

executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination

as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial

business combination.

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

of interest in allocating their time between our operations and our search for a business combination and their other businesses.

do not intend to have any full-time employees prior to the completion of our initial business combination.

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.

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

activities similar to those intended to be conducted by us following our initial business combination and, accordingly, may have conflicts

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

the completion of our initial public offering and until we consummate our initial business combination, we intend to engage in the business

of identifying and combining with one or more businesses.

Our executive officers and directors are, or may in the future become, affiliated

with entities that are engaged in business activities similar to those intended to be conducted by us following our initial business

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

entities to which they owe certain fiduciary or contractual duties.

Accordingly, they may have conflicts of interest in determining to

which entity a particular business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential

target business may be presented to another entity prior to its presentation to us.

Our amended and restated certificate of incorporation

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

offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally

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

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.”

executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict

with our interests.

have not adopted a policy that expressly prohibits our executive officers, directors, security holders and their respective affiliates

from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction

to which we are a party or have an interest.

In fact, we may enter into a business combination with a target business that is affiliated

with our directors or executive officers, although we do not currently intend to do so.

Nor do we have a policy that expressly prohibits

any such persons from engaging for their own account in business activities of the types conducted by us.

Accordingly, such persons or

entities may have a conflict between their interests and ours.

our initial stockholders, including our sponsor, executive officers and directors, will lose their entire investment in us if our initial

business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target

is appropriate for our initial business combination.

sponsor holds 4,743,750 founder shares.

Certain members of our management team also have a financial interest in our sponsor.

The founder shares held by

our sponsor will be worthless if we do not complete an initial business combination.

In addition, our sponsor purchased 5,162,500 private

placement warrants, for an aggregate purchase price of $5,162,500.

All of the foregoing private placement warrants will also be worthless

if we do not consummate our initial business combination.

The personal and financial interests of our sponsor, executive officers and

directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination

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

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

will not be eligible to be reimbursed for their out-of-pocket expenses if our business combination is not completed, a conflict of interest

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

At the closing of our initial

business combination, our sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any

out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing

due diligence on suitable business combinations.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred

in connection with activities on our behalf.

These financial interests of our sponsor, executive officers and directors, may influence

their motivation in identifying and selecting a target business combination and completing an initial business combination.

Since our sponsor paid only approximately $0.005

per share for the founder shares, our officers and directors could potentially make a substantial profit even if we acquire a target business

that subsequently declines in value.

In April 2021, our sponsor

acquired 5,175,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.005 per share.

In October 2021, our

sponsor forfeited 862,500 founder shares.

On December 20, 2021, we effected a 1.1-for-1 stock dividend

of our common stock, resulting in an aggregate of 4,743,750 founder shares outstanding.

Our officers and directors have a significant

economic interest in our sponsor.

As a result, the low acquisition cost of the founder shares creates an economic incentive whereby our

officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in

value and is unprofitable for public investors.

Risks Relating to Our Securities

You will not have any rights or interests in

funds from the trust account, except under certain limited circumstances.

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

sell your public shares, rights, or warrants, potentially at a loss.

Our public stockholders will

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

(i) 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 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

on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading

restrictions.

founder shares held by our sponsor will be worthless if we do not complete an initial business combination.

In addition, our sponsor

purchased 5,162,500 private placement warrants, for an aggregate purchase price of $5,162,500.

All of the foregoing private placement

warrants will also be worthless if we do not consummate our initial business combination.

The personal and financial interests of our

sponsor, executive officers and directors may influence their motivation in identifying and selecting a target business combination,

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

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

our sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if our business

combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate

for our initial business combination.

the closing of our initial business combination, our sponsor, executive officers and directors, or any of their respective affiliates,

will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential

target businesses and performing due diligence on suitable business combinations.

There is no cap or ceiling on the reimbursement of

out-of-pocket expenses incurred in connection with activities on our behalf.

These financial interests of our sponsor, executive

officers and directors, may influence their motivation in identifying and selecting a target business combination and completing an initial

business combination.

our sponsor paid only approximately $0.005 per share for the founder shares, our officers and directors could potentially make a substantial

profit even if we acquire a target business that subsequently declines in value.

April 2021, our sponsor acquired 5,175,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.005 per share.

In October 2021, our sponsor forfeited 862,500 founder shares.

On December 20, 2021, we effected

a 1.1-for-1 stock dividend of our common stock, resulting in an aggregate of 4,743,750 founder shares outstanding.

and directors have a significant economic interest in our sponsor.

As a result, the low acquisition cost of the founder shares creates

an economic incentive whereby our officers and directors could potentially make a substantial profit even if we acquire a target business

that subsequently declines in value and is unprofitable for public investors.

Relating to Our Securities

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

To liquidate your

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

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

(i) 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 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.

may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities

and subject us to additional trading restrictions.

Our 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.

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.

We 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.

We cannot assure you that we will be able to regain compliance with the Annual Stockholders Meeting Rule or that

our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination, including following any

stockholder redemptions in connection with certain amendments to our amended and restated certificate of incorporation.

If our securities

do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange.

continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution

and stock price levels.

Generally, we must maintain a minimum market value of listed securities (generally $35 million) and a minimum

number of holders of our securities (generally 300 public holders).

Additionally, in connection with our initial business combination,

2 unchanged sentences

For instance, our stock price

would generally be required to be at least $4.00 per share.

We cannot assure you that we will be able to meet those initial listing requirements

at that time.

If Nasdaq delists our securities

from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities

could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● a determination that our common stock is a “penny stock”

which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading

activity in the secondary trading market for our securities;

● a limited amount of news and analyst coverage;

● a decreased ability to issue additional securities or obtain

additional financing in the future.

If third parties bring claims against us, the

proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less

than $10.10 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

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.

Upon redemption of our public shares, if we

are unable to complete our business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection

with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought

against us within the 10 years following redemption.

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

could be less than the $10.10 per share initially held in the trust account, due to claims of such creditors.

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 the value of the trust assets, in each case net of the interest which may be withdrawn to pay

taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except

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

under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor

will not be responsible to the extent of any liability for such third party claims.

We have not asked our sponsor to reserve for such

indemnification obligations, and our sponsor’s only assets are securities of our company.

Therefore, we cannot assure you that our

sponsor would be able to satisfy those obligations.

A provision of our warrant agreement may make

it more difficult for us to consummate an initial business combination.

If (x) we issue additional

shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business

combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective

issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates,

without taking into account any founder shares held by our sponsor or its affiliates, as applicable, prior to such issuance) (the “newly

issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,

and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business

combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day

period starting on the trading day prior to the day on which we complete our initial business combination (such price, the “Market

Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115%

of the higher of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price will be adjusted (to the

nearest cent) to be equal to 180% of the higher of the Market Value and the newly issued price.

This may make it more difficult for us

to consummate an initial business combination with a target business.

Our directors may decide not to enforce the

indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution

to our public stockholders.

In the event that the proceeds

in the trust account are reduced below the lesser of (i) $10.10 per share or (ii) other than due to the failure to obtain a waiver

from a vendor 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 lesser amount per share held in the trust account as of the date of the liquidation of the trust account

due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor

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

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

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

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

particular instance.

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

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

If, after we distribute the

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

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

laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek

to recover all amounts received by our stockholders.

In addition, our board of directors may be viewed as having breached its fiduciary

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

stockholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the

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

is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount

that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the

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

against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included

in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

To the extent any

bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection

with our liquidation may be reduced.

Our stockholders may be held liable for claims

by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders

may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

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

we do not complete our 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

with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will

provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years

following our dissolution.

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

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

lawyers, investment bankers, etc.) or prospective target businesses.

If our plan of distribution complies with Section 281(b) of

the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s

pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred

after the third anniversary of the dissolution.

We cannot assure you that we will properly assess all claims that may be potentially brought

As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but

no more) and any liability of our stockholders may extend beyond the third anniversary of such date.

Furthermore, if the pro rata portion

of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our

initial business combination within 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.

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

issuable upon exercise of the warrants under the Securities Act or any state securities laws at the time of our IPO, 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.

We did not register the shares

of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at the time of our IPO.

under the terms of the warrant agreement, we have agreed, as soon as practicable, but in no event later than 15 business days after the

closing of our initial business combination, we will use our reasonable best efforts to file, and within 60 business days after the closing

of our initial business combination, to have declared effective, a registration statement relating to the common stock issuable upon exercise

of the warrants, and to maintain a current prospectus relating to such shares of common stock until the expiration of the warrants in

accordance with the provisions of the warrant agreement.

We cannot assure you that we will be able to do so if, for example, any facts

or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial

statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the shares issuable

upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants

on a cashless basis.

However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any

shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified

under the securities laws of the state of the exercising holder or an exemption from registration is available.

Notwithstanding the above,

if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the

definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders

of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the

Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will

use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in

the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws.

issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the

holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares

of common stock included in the units.

would generally be required to be at least $4.00 per share, our stockholders’ equity would generally be required to be at least

$5 million and we would be required to have a minimum of 300 round lot holders of our common stock.

We cannot assure you that we will

be able to meet those initial listing requirements at that time.

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, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more

rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.

For instance, our stock price would generally be required to be at least $4.00 per share.

We cannot assure you that we will be able to

meet those initial listing requirements at that time.

Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities

exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant

material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to

more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

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

amount received by stockholders may be less than $10.10 per share.

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

Although we will seek to have

all vendors, service providers, prospective target businesses 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.

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant

whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would

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

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

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

Upon redemption

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

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

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

Accordingly, the per-share redemption

amount received by public stockholders could be less than the $10.10 per share initially held in the trust account, due to claims of

such creditors.

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 the value of the trust assets, in each case

net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all

rights to seek access to the trust account and except as to any claims under indemnity of the underwriters of our initial public offering

against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed

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

We have not 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.

provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

(x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with

the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock

(with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such

issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or its affiliates, as applicable,

prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more

than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date

of the completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of

our common stock during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business

combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted

(to the nearest cent) to be equal to 115% of the higher of the Market Value and the newly issued price, and the $18.00 per share redemption

trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the newly issued price.

This may make it more difficult for us to consummate an initial business combination with a target business.

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

the trust account available for distribution to our public stockholders.

the event that the proceeds in the trust account are reduced below the lesser of (i) $10.10 per share or (ii) other than due to

the failure to obtain a waiver from a vendor 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 lesser amount per share held in the trust account as of the date of the

liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn

to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related

to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification

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

its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose

not to do so in any particular instance.

If our independent directors choose not to enforce these indemnification obligations, the amount

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

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.

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

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

and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy

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

In addition, our board of directors may be viewed as having breached

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

paying public stockholders from the trust account prior to addressing the claims of creditors.

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

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

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

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

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

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

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

in connection with our liquidation may be reduced.

stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares.

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 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.

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.

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

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

us within the 10 years following our dissolution.

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

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

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

If our plan of distribution complies with

Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of

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

would likely be barred after the third anniversary of the dissolution.

We cannot assure you that we will properly assess all claims that

may be potentially brought against us.

As such, our stockholders could potentially be liable for any claims to the extent of distributions

received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date.

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 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.

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 a meeting.

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

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)

did not register the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws

at the time of our IPO, 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.

did not register the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws

at the time of our IPO.

However, under the terms of the warrant agreement, we have agreed, as soon as practicable, but in no event later

than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts to file, and within

60 business days after the closing of our initial business combination, to have declared effective, a registration statement relating

to the common stock issuable upon exercise of the warrants, and to maintain a current prospectus relating to such shares of common stock

until the expiration of the warrants in accordance with the provisions of the warrant agreement.

We cannot assure you that we will be

able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration

statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC

issues a stop order.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required

to permit holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable for cash or on a cashless basis,

and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon

such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration

is available.

Notwithstanding the above, if our common stock is at the time of any exercise of a warrant not listed on a national securities

exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act,

we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance

with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect

a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent

an exemption is not available.

In no event will we be required to net cash settle any warrant, or issue securities or other compensation

in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable

state securities laws.

If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration

or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire

In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price

solely for the shares of common stock included in the units.

We may not redeem the warrants when a holder may not exercise such warrants.

However, there may

be instances in which holders of our public warrants may be unable to exercise such public warrants but holders of our private placement

warrants may be able to exercise such private placement warrants.

The warrants may become exercisable and redeemable

for a security other than the shares of our common stock, and you will not have any information regarding such other security at this

In certain situations, including

if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than

the shares of our common stock.

As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement,

you may receive a security in a company of which you do not have information at this time.

Pursuant to the warrant agreement, the surviving

company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within

fifteen (15) business days of the closing of an initial business combination.

The grant of registration rights to our initial

stockholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and

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

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.

However, there may be instances in which holders of our public warrants may be unable to exercise such public warrants but holders of

our private placement warrants may be able to exercise such private placement warrants.

warrants may become exercisable and redeemable for a security other than the shares of our common stock, and you will not have any information

regarding such other security at this time.

certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable

for a security other than the shares of our common stock.

As a result, if the surviving company redeems your warrants for securities

pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time.

to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the

security underlying the warrants within fifteen (15) business days of the closing of an initial business combination.

grant of registration rights to our initial stockholders and holders of our private placement warrants may make it more difficult to

complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our common

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.

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.

We may issue additional shares of common stock

or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business

combination, and any such issuances would dilute the interest of our stockholders and likely present other risks.

Our amended and restated certificate

of incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares

of undesignated preferred stock, par value $0.0001 per share.

We may issue a substantial

number of additional shares of common stock, and may issue shares of preferred stock, in order to complete our initial business combination

or under an employee incentive plan after completion of our initial business combination (although our amended and restated certificate

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

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

combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from

the trust account or (ii) vote on any initial business combination.

These provisions of our amended and restated certificate of incorporation,

like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

However, our sponsor,

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

amended and restated certificate of incorporation (A) to modify the substance or timing of 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, 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;

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

common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could

result in the resignation or removal of our present officers and directors;

● may adversely affect prevailing market prices for our units,

common stock, rights, and/or warrants.

In order to effectuate an initial business

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

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

a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.

In order to effectuate a business

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

For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the

time period in which the company must consummate its initial business combination.

We cannot assure you that we will not seek to amend

our charter or governing instruments in order to effectuate our initial business combination.

Certain agreements related to our initial public

offering may be amended without stockholder approval.

Certain agreements, including

the underwriting agreement relating to our initial public offering, the investment management trust agreement between us and Continental

Stock Transfer & Trust Company, the letter agreements and the registration rights agreement among us and our sponsor, executive

officers and directors, the administrative services agreement between us and our sponsor, and the business combination marketing agreement

may be amended without stockholder approval.

These agreements contain various provisions that our public stockholders might deem to be

While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business

combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties,

chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial business combination.

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.

may issue additional shares of common stock or preferred stock to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination, and any such issuances would dilute the interest of our stockholders and likely

present other risks.

amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value

$0.0001 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share.

may issue a substantial number of additional shares of common stock, and may issue shares of preferred stock, in order to complete our

initial business combination or under an employee incentive plan after completion of our initial business combination (although our amended

and restated certificate of incorporation provides that we may not issue securities that can vote with common stockholders on matters

related to our pre-business combination activity).

However, our amended and restated certificate of incorporation provides, among

other things, that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle

the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

These provisions

of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation,

may be amended with a stockholder vote.

However, our sponsor, executive officers and directors have agreed, pursuant to a written agreement

with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance

or timing of 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,

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:

significantly dilute the equity interest of investors in our initial public offering;

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

cause a change in control if a substantial number of common stock is issued, which may affect, among other things, our ability to use

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

adversely affect prevailing market prices for our units, common stock, rights, and/or warrants.

order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their

charters and modified governing instruments.

We cannot assure you that we will not seek to amend our amended and restated certificate

of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that

our stockholders may not support.

order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters

and modified governing instruments.

For example, blank check companies have amended the definition of business combination, increased

redemption thresholds and extended the time period in which the company must consummate its initial business combination.

We cannot assure

you that we will not seek to amend our charter or governing instruments in order to effectuate our initial business combination.

agreements related to our initial public offering may be amended without stockholder approval.

agreements, including the underwriting agreement relating to our initial public offering, the investment management trust agreement between

us and Continental Stock Transfer & Trust Company, the letter agreements and the registration rights agreement among us and

our sponsor, executive officers and directors, the administrative services agreement between us and our sponsor, and the business combination

marketing agreement may be amended without stockholder approval.

These agreements contain various provisions that our public stockholders

might deem to be material.

While we do not expect our board of directors to approve any amendment to any of these agreements prior to

our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to

its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial

business combination.

Any such amendment may have an adverse effect on the value of an investment in our securities.

Our initial stockholders control a substantial

interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do

Our initial stockholders own

19.6% of our issued and outstanding shares of common stock.

Accordingly, they may exert a substantial influence on actions requiring a

stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation

and approval of major corporate transactions.

If our initial stockholders purchase any units in our initial public offering or additional

shares of common stock in the aftermarket or in privately negotiated transactions, this would increase their influence.

We may amend the terms of the rights in a manner

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.

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

manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public

Our warrants will be issued

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

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

any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any

change that adversely affects the interests of the registered holders of public warrants.

Accordingly, we may amend the terms of the public

warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants

is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten

the exercise period or decrease the number of shares of our common stock purchasable upon exercise of a warrant.

Our warrant agreement designates the courts

of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for

certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders

to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides

that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement,

including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District

Court for the Southern District of New York and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the

exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and that such courts

represent an inconvenient forum.

Notwithstanding the foregoing,

these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act

or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented

to the forum provisions in our warrant agreement.

If any action, the subject matter of which is within the scope the forum provisions

of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the

Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed

to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with

any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of

process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign

initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder

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

initial stockholders own 86.17% of our issued and outstanding shares of common stock.

Accordingly, they may exert a substantial influence

on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated

certificate of incorporation and approval of major corporate transactions.

If our initial stockholders purchase any units in our initial

public offering or additional shares of common stock in the aftermarket or in privately negotiated transactions, this would increase

their influence.

may amend the terms of the rights in a manner that may be adverse to holders of rights with the approval by the holders of at least 65%

of the then outstanding rights.

rights will be issued in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent,

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.

may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of

at least 65% of the then outstanding public warrants.

warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as

warrant agent, and us.

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder

to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding

public warrants to make any change that adversely affects the interests of the registered holders of public warrants.

Accordingly, we

may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public

warrants approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at least 65% of

the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the

exercise price of the warrants, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise

of a warrant.

warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New

York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which

could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating

in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New

York or the United States District Court for the Southern District of New York and (ii) that we irrevocably submit to such jurisdiction,

which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive

jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding

the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by

the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive

Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and

to have consented to the forum provisions in our warrant agreement.

If any action, the subject matter of which is within the scope the

forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District

Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall

be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection

with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service

of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign

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.

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

to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem

outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided

that the last reported sales price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period

ending on the third trading day prior to the date we send the notice of redemption to the warrant holders.

We may not redeem the warrants

when a holder may not exercise such warrants.

Redemption of the outstanding warrants could force you (i) to exercise your warrants

and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the

then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price

which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your

None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their

permitted transferees.

Our rights and warrants may have an adverse

effect on the market price of our common stock and make it more difficult to effectuate our initial business combination.

We issued rights that convert

into 1,897,500 shares of our common stock and warrants to purchase 9,487,500 shares of our common stock as part of the units

offered in our initial public offering and, simultaneously with the closing of our initial public offering, we issued an aggregate of

7,347,500 warrants at a price of $1.00 per warrant in a private placement to our sponsor, I-Bankers and Dawson James.

if our initial stockholders make any working capital loans, up to $1,500,000 of such loans may be convertible, at the option of the lender,

into private placement warrants at a price of $1.00 per warrant of the post business combination entity.

To the extent we issue shares

of common stock to effectuate a business combination, the potential for the issuance of a substantial number of additional shares of common

stock upon conversion of the rights or exercise of the warrants could make us a less attractive acquisition vehicle to a target business.

Such rights and warrants, if and when converted or exercised, would increase the number of issued and outstanding shares of our common

stock and reduce the value of the shares of common stock issued to complete the business combination.

Therefore, our rights and warrants

may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

Provisions in our amended and restated certificate

of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future

for our common stock and could entrench management.

Our amended and restated certificate

of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their

best interests.

These provisions include the ability of the board of directors to designate the terms of and issue new series of preferred

stock, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of

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.

may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of

$0.01 per warrant, provided that the last reported sales price of our common stock equals or exceeds $18.00 per share for any 20 trading

days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant

We may not redeem the warrants when a holder may not exercise such warrants.

Redemption of the outstanding warrants could force

you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so,

(ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to

accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially

less than the market value of your warrants.

None of the private placement warrants will be redeemable by us so long as they are held

by their initial purchasers or their permitted transferees.

rights and warrants may have an adverse effect on the market price of our common stock and make it more difficult to effectuate our initial

business combination.

issued rights that convert into 1,897,500 shares of our common stock and warrants to purchase 9,487,500 shares of our common

stock as part of the units offered in our initial public offering and, simultaneously with the closing of our initial public offering,

we issued an aggregate of 7,347,500 warrants at a price of $1.00 per warrant in a private placement to our sponsor, I-Bankers and

Dawson James.

In addition, if our initial stockholders make any working capital loans, up to $1,500,000 of such loans may be convertible,

at the option of the lender, into private placement warrants at a price of $1.00 per warrant of the post business combination entity.

To the extent we issue shares of common stock to effectuate a business combination, the potential for the issuance of a substantial number

of additional shares of common stock upon conversion of the rights or exercise of the warrants could make us a less attractive acquisition

vehicle to a target business.

Such rights and warrants, if and when converted or exercised, would increase the number of issued and outstanding

shares of our common stock and reduce the value of the shares of common stock issued to complete the business combination.

our rights and warrants may make it more difficult to effectuate a business combination or increase the cost of acquiring the target

in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors

might be willing to pay in the future for our common stock and could entrench management.

amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders

may consider to be in their best interests.

These provisions include the ability of the board of directors to designate the terms of

and issue new series of preferred stock, which may make more difficult the removal of management and may discourage transactions that

otherwise could involve payment of a premium over prevailing market prices for our securities.

are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Together these

provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of

a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions

under Delaware law, which could delay or prevent a change of control.

Together these provisions may make more difficult the removal of

management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Provisions in our amended and restated certificate

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

Our amended and restated

certificate of incorporation requires, 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,

our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce

a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange

Act or the rules and regulations thereunder.

Although we believe this provision benefits us by providing increased consistency in the

application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against

our directors and officers.

Our warrants are accounted for as warrant liabilities

and recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may make it more difficult

for us to consummate an initial business combination.

Following the consummation

of our IPO and the concurrent private placement of warrants, we issued an aggregate of 17,404,250 warrants.

We accounted for these as

a warrant liabilities and recorded at fair value upon issuance any changes in fair value each period reported in earnings as determined

Potential targets may seek a business combination partner that does not have warrants that are accounted for as warrant liabilities,

which may make it more difficult for us to consummate an initial business combination.

General Risks

We are a newly formed company with no operating

history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a newly formed company

with no operating results, and did not commence operations until obtaining funding through our initial public offering.

Because we lack

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

business combination with one or more target businesses.

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

business concerning a business combination and may be unable to complete our initial business combination.

If we fail to complete our

initial business combination, we will never generate any operating revenues.

If we are deemed to be an investment company

under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,

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

If we are deemed to be an

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

in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors

and officers.

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, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits

brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created

by the Exchange Act or the rules and regulations thereunder.

Although we believe this provision benefits us by providing increased consistency

in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits

against our directors and officers.

warrants are accounted for as warrant liabilities and recorded at fair value upon issuance with changes in fair value each period reported

in earnings, which may make it more difficult for us to consummate an initial business combination.

the consummation of our IPO and the concurrent private placement of warrants, we issued an aggregate of 17,404,250 warrants.

for these as a warrant liabilities and recorded at fair value upon issuance any changes in fair value each period reported in earnings

as determined by us.

Potential targets may seek a business combination partner that does not have warrants that are accounted for as

warrant liabilities, which may make it more difficult for us to consummate an initial business combination.

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

our business objective.

are a newly formed company with no operating results, and did not commence operations until obtaining funding through our initial public

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective

of completing our initial business combination with one or more target businesses.

We have no plans, arrangements or understandings with

any prospective target business concerning a business combination and may be unable to complete our initial business combination.

we fail to complete our initial business combination, we will never generate any operating revenues.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our business combination.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including, 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.

In order not to be regulated

as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged

primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting,

owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S.

securities and cash items) on an unconsolidated basis.

Our business will be to identify and complete a business combination and thereafter

to operate the post-transaction business or assets for the long term.

We do not plan to buy businesses or assets with a view to resale

or profit from their resale.

We do not plan to buy unrelated businesses or assets or to be a passive investor.

and reporting, record keeping, voting, proxy

and disclosure requirements and other rules and regulations.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must

ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities

do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our

total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business will be to identify and

complete a business combination and thereafter to operate the post-transaction business or assets for the long term.

We do not plan

to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets or

to be a passive investor.

We do not believe that our

anticipated principal activities will subject us to the Investment Company Act.

The proceeds held in the trust account may be invested

by the trustee only in United States government treasury bills with a maturity of 185 days or less or in money market funds

investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company

Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the

exemption provided in Rule 3a-1 promulgated under the Investment Company Act.

If we were deemed to be subject to the Investment

Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds

and may hinder our ability to consummate 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.

Changes in laws or regulations, or a failure

to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and

regulations enacted by national, regional and local governments.

In particular, we will be required to comply with certain SEC and other

legal requirements.

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

laws and regulations and their interpretation and application may also change from time to time and those changes could have a material

adverse effect on our business, investments and results of operations.

In addition, a failure to comply with applicable laws or regulations,

as interpreted and applied, could have a material adverse effect on our business and results of operations.

A market for our securities may not develop,

which would adversely affect the liquidity and price of our securities.

The price of our securities

may vary significantly due to one or more potential business combinations and general market or economic conditions.

Furthermore, an active

trading market for our securities may never develop or, if developed, it may not be sustained.

You may be unable to sell your securities

unless a market can be established and sustained.

We are an emerging growth company within the

meaning of the Securities Act, and we are taking advantage of certain exemptions from disclosure requirements available to emerging growth

companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance with

other public companies.

We are an “emerging

growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we 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

not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,

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

requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments

not previously approved.

As a result, our stockholders may not have access to certain information they may deem important.

an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market

value of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case

we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether investors will find our securities

less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance

on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading

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

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which

means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which

has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards

Compliance obligations under the Sarbanes-Oxley

Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources,

and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act

requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the

year ending December 31, 2022.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be

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

Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered

public accounting firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank check company

makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies

because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any such entity

to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Cyber incidents or attacks directed at us could

result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies,

including information systems, infrastructure and cloud applications and services, including those of third parties with which we may

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure

of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential

As an early stage company without significant investments in data security protection, we may not be sufficiently protected against

such occurrences.

We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability

to, cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business

and lead to financial loss.

We would be subject to a second level of U.S.

federal income tax on a portion of our income if we are determined to be a personal holding company (a “PHC”) for U.S.

income tax purposes.

corporation generally

will be classified as a PHC for U.S.

federal income tax purposes in a given taxable year if (i) at any time during the last half

of such taxable year, five or fewer individuals (without regard to their citizenship or residency and including as individuals for this

purpose certain entities such as certain tax exempt organizations, pension funds and charitable trusts) own or are deemed to own (pursuant

to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (ii) at least 60% of the corporation’s

adjusted ordinary gross income, as determined for U.S.

federal income tax purposes, for such taxable year consists of PHC income (which

includes, among other things, dividends, interest, certain royalties, annuities and, under certain circumstances, rents).

Depending on the date and

size of our initial business combination, it is possible that at least 60% of our adjusted ordinary gross income may consist of PHC income

as discussed above.

In addition, depending on the concentration of our stock in the hands of individuals, including the members of our

sponsor and certain tax exempt organizations, pension funds and charitable trusts, it is possible that more than 50% of our stock may

be owned or deemed owned (pursuant to the constructive ownership rules) by such persons during the last half of a taxable year.

no assurance can be given that we will not become a PHC in the future.

If we are or were to become a PHC in a given taxable year, we would

be subject to an additional PHC tax, currently 20%, on our undistributed PHC income, which generally includes our taxable income, subject

to certain adjustments.

The proceeds held in the trust account were previously

invested by the trustee only in United States government treasury bills with a maturity of 185 days or less or in money market

funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment

However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective

test of Section 3(a)(1)(A) of the Investment Company Act) under the proposed rules issued by the SEC and thus potentially subject to

regulation under the Investment Company Act, in January 2024, we instructed Continental, the trustee with respect to the Trust Account,

to liquidate the U.S.

government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds

in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination

or the liquidation of the Company.

Following such liquidation, we may receive less interest on the funds held in the Trust Account than

we would have if we had not liquidated such assets.

As a result, our public stockholders would receive a lower amount upon any redemption

or liquidation of the Company as compared to what they would have received had the investments not been so liquidated.

Because the investment

of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated

under the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory

burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate 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.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results

of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we will be required to comply

with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult,

time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and

those changes could have a material adverse effect on our business, investments and results of operations.

In addition, a failure to

comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results

of operations.

market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions.

Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained.

You may be unable

to sell your securities unless a market can be established and sustained.

are an emerging growth company within the meaning of the Securities Act, and we are taking advantage of certain exemptions from disclosure

requirements available to emerging growth companies, which could make our securities less attractive to investors and may make it more

difficult to compare our performance with other public companies.

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 not limited to, not being required to comply with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any

golden parachute payments not previously approved.

As a result, our stockholders may not have access to certain information they may

deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status

earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of any June 30

before that time, in which case we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether

investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less

attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would

be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective

or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the

new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial

financial and management resources, and increase the time and costs of completing an acquisition.

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

on Form 10-K for the year ending December 31, 2022.

Only in the event we are deemed to be a large accelerated filer or

an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement on

our internal control over financial reporting.

Further, for as long as we remain an emerging growth company, we will not be required

to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

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

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

may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development

of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary

to complete any such acquisition.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of

third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or

to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of

them, could have adverse consequences on our business and lead to financial loss.

would be subject to a second level of U.S.

federal income tax on a portion of our income if we are determined to be a personal holding

company (a “PHC”) for U.S.

federal income tax purposes.

corporation generally will be classified as a PHC for U.S.

federal income tax purposes in a given taxable year if (i) at any

time during the last half of such taxable year, five or fewer individuals (without regard to their citizenship or residency and including

as individuals for this purpose certain entities such as certain tax exempt organizations, pension funds and charitable trusts) own or

are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (ii) at

least 60% of the corporation’s adjusted ordinary gross income, as determined for U.S.

federal income tax purposes, for such taxable

year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and, under certain

circumstances, rents).

on the date and size of our initial business combination, it is possible that at least 60% of our adjusted ordinary gross income may

consist of PHC income as discussed above.

In addition, depending on the concentration of our stock in the hands of individuals, including

the members of our sponsor and certain tax exempt organizations, pension funds and charitable trusts, it is possible that more than 50%

of our stock may be owned or deemed owned (pursuant to the constructive ownership rules) by such persons during the last half of a taxable

Thus, no assurance can be given that we will not become a PHC in the future.

If we are or were to become a PHC in a given taxable

year, we would be subject to an additional PHC tax, currently 20%, on our undistributed PHC income, which generally includes our taxable

income, subject to certain adjustments.

Holders may be subject to U.S.

5 unchanged sentences

In that event, Non-U.S.

of our common stock could be subject to U.S.

federal income or withholding tax, or both, in respect of certain distributions on, and payments

in connection with a sale, exchange, redemption, repurchase or other disposition of, our common stock.

Holders of our common stock could be subject to U.S.

federal income or withholding tax, or both, in respect of certain distributions

on, and payments in connection with a sale, exchange, redemption, repurchase or other disposition of, our common stock.

Certain Non-U.S.

Holders may be

eligible for an exemption if they do not exceed certain ownership levels.

Holders are urged to consult their tax advisors with

respect to the U.S.

Holders may be eligible for an exemption if they do not exceed certain ownership levels.

Holders are urged to consult their

tax advisors with respect to the U.S.

federal income tax consequences of acquiring, owning and disposing of our common stock.

UNRESOLVED STAFF COMMENTS

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