Item 3. Quantitative and Qualitative Disclosures About Market Risk
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The net proceeds of our Public Offering and a portion of the proceeds
of our concurrent sale of Private Placement Warrants are held in a Trust Account invested in cash or U.S. Government Treasury obligations
with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act
of 1940, as amended, and which invest only in direct U.S. Government Treasury obligations. On January 11, 2023, we liquidated the U.S.
government treasury obligations or money market funds held in the Trust Account. The funds in the Trust Account will be maintained in
cash in an interest-bearing demand deposit account at a bank until the earlier of our initial Business Combination and our liquidation.
Interest on such deposit account is currently approximately 4.5% per annum, but such deposit account carries a variable rate, and we cannot
assure you that such rate will not decrease or increase significantly.
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