What changed in this filing

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Item 1. Business

2023-05-31 compared with 2022-06-24 · 1205 added, 1074 removed, 16 unchanged (99% of the section changed)

ORGANIZATION AND INITIAL PUBLIC OFFERING

Deep Medicine Acquisition Corp.

(the “Company,”

“we,” “us” and “our”) is a blank check company incorporated on July 8, 2020, under the laws of the

State of Delaware for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or other similar business combination with one or more businesses or entities (a “Business Combination”).

While the Company

may, subject to certain limitations, pursue a Business Combination target with operations or prospects in the digital healthcare and artificial

intelligence (AI) in medicine sector in the global market.

As of March 31, 2022, the Company had not commenced

any operations.

All activity for the period from July 8, 2020 (inception) through March 31, 2022, relates to the Company’s formation

and its initial public offering (“IPO”), which is described below, and subsequent to its IPO, identifying a target company

are a blank check company incorporated on July 8, 2020 as a Delaware corporation and formed for the purpose of effecting a business combination.

We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the private placement of the private

placement units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward

purchase agreements or backstop agreements we may enter into following the consummation of the IPO or otherwise), shares issued to the

owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

we have focused on targets in the healthcare industry with an equity value of approximately $300 million to $1 billion, we have also

actively explored business combination targets in other businesses, industries or geographical locations, including, but not limited

to, related industries such as consumer packaged goods, health & wellness, technology, pharmaceuticals, manufacturing, distribution,

logistics and brand management.

On March 31, 2023, we entered into the TruGolf Business Combination Agreement, as more fully disclosed

under “TruGolf Business Combination” below.

of March 31, 2023, we had not commenced any operations.

All activity for the period from July 8, 2020 (inception) through March 31, 2023,

relates to our formation and initial public offering, which is described below, and subsequent to the IPO, identifying a target company

for a business combination.

The Company will not generate any operating revenues until after the completion of a Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income from the cash and marketable securities

held in the Trust Account (as defined below).

The Company has selected March 31 as its fiscal year end.

On October 29, 2021, the Company consummated its IPO

of 12,650,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units, the “Public

Shares”) at $10.00 per unit, which included 1,650,000 Units issued pursuant to the full exercise by the Underwriters (as defined

below) of their over-allotment option, and the private sale of an aggregate of 519,500 Units (the “Private Placement Units”

and with respect to the shares of Class A common stock included in the Units, the “Private Placement Shares”) to its sponsor,

Bright Vision Sponsor LLC (the “Sponsor”) and I-Bankers Securities, Inc.

(“I-Bankers” or “Underwriters”)

at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $5,195,000 to the Company that closed simultaneously

with the closing of the IPO (see Note 3).

The Company’s securities have been listed on the Nasdaq Global Market (“Nasdaq”).

On December 2, 2021, the Company’s Units no longer traded, and shares of the Company’s Class A common stock and rights underlying

the Units commenced trading separately.

Transaction costs amounted to $7,282,500 consisting

of $2,530,000 in cash of underwriting commissions, $4,427,500 of business combination marketing fee, and $325,000 of other offering costs.

Upon the closing of the IPO on October 29, 2021, the

Company deposited $127,765,000 ($10.10 per Unit) from the proceeds of the IPO and certain proceeds of the sales of Private Placement Units

in the trust account (“Trust Account”), located in the United States and invested only in U.S.

We will not generate any operating revenues until after the completion of a business combination, at the

We will generate non-operating income in the form of interest income from the cash and marketable securities held in the trust

We have selected March 31 as our fiscal year end.

Public Offering

October 29, 2021, we consummated the IPO of 12,650,000 units at $10.00 per unit, which included 1,650,000 units issued pursuant to the

full exercise by the underwriters of their over-allotment option, and the private placement of an aggregate of 519,500 private placement

units to the sponsor and I-Bankers at a purchase price of $10.00 per private placement unit, generating gross proceeds of $5,195,000

that closed simultaneously with the closing of the IPO.

connection with its services as the representative of the underwriters for the IPO and as a result of the full exercise of the over-allotment

option , upon the closing of the IPO, we issued 101,200

representative shares to I-Bankers, along with a five-year warrant to purchase 632,500 shares of Class A common stock, equal to 5.0%

of the public shares issued in the IPO (the “representative warrants”), which has an exercise price of $12.00 per share.

I-Bankers has agreed not to transfer, assign or sell any of representative shares until the completion

of the initial business combination.

In addition, I-Bankers has agreed (i) to waive its redemption rights with respect to such shares

in connection with the completion of the initial business combination and (ii) to waive its rights to liquidating distributions from

the trust account with respect to such shares if we fail to complete the initial business combination within the Combination Period.

The representatives warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during

the period commencing on the later of the first anniversary of the effective date of the Registration Statement and the closing of the

initial business combination and terminating on the fifth anniversary of such effectiveness date.

The representative warrants and such

shares purchased pursuant to the representative warrants were subject to a lock-up for a period of 180 days immediately following the

commencement date of sales in the IPO.

The representative warrants grant to holders demand and “piggy back” rights for periods

of five and seven years, respectively, from the commencement date of sales in the IPO with respect to the registration under the Securities

Act of the shares of Class A Common Stock issuable upon exercise of the representative warrants.

costs amounted to $7,282,500 consisting of $2,530,000 in cash of underwriting commissions, $4,427,500 of the Marketing Fee, and $325,000

of other offering costs.

the closing of the IPO, we deposited $127,765,000 ($10.10 per unit) from the proceeds of the IPO and certain proceeds of the sales of

the private placement units in the trust account, located in the United States and invested only in U.S.

government securities, within

the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment

company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment

Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution

of the funds held in the Trust Account, as described below.

Following the closing of the IPO, cash of $764,101

was held outside of the Trust Account (as defined below) and is available for working capital purposes.

As of March 31, 2022, the Company

had available cash of $877,099 on its balance sheet and working capital of $655,693.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially

all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the

Company will be able to complete a Business Combination successfully.

The Company must complete a Business Combination with one or more

operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust

Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting

commissions) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination.

Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting

securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register

as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

PROPOSED BUSINESS

We are a blank check company incorporated on

July 8, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock

purchase, reorganization or similar business combination with one or more businesses.

We have not selected any specific business combination

target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business

combination target.

We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the private placement

of the private placement units, the proceeds of the sale of our shares in connection with our initial business combination (including

pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the IPO or otherwise),

shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

While we may pursue an acquisition or a business

combination target in any business or industry, we intend to concentrate our efforts in identifying a target in the healthcare industry

with an equity value of approximately $300 million to $1 billion.

The healthcare industry, the focus of our company, has been

chosen due to the myriad of the opportunities it offers, as well as our deep expertise in it that can be a source of significant competitive

In addition to being the largest sector of the

world economy, the healthcare sector is also the fastest growing.

This is due to a number of demographic, technological, and economic

The aging global population means that people live longer to develop many “old-age” chronic diseases such as hypertension,

heart disease, cancer, and many other diseases.

There has been significant progress in the ability to manage these diseases over the last

In 1970, the probability of dying from a heart attack was over 30%, while today it is less than 5%.

Hairy cell leukemia was universally

fatal in the late 90’s, while today most patients are cured with the first round of chemotherapy.

The pace of innovation in medical

science has accelerated due to the increase in global wealth and the available funding for research, better equipment and techniques,

and increased sophistication in designing clinical trials.

Also, increased consumerism in healthcare means that the use of healthcare

services has continued to rise along with the rise in consumer wealth and education.

Most recently, there has been significant interest

and research in the use of digital technologies in all aspects of healthcare.

This spans translational medical research, clinical trials,

telehealth, disease management, patient monitoring, and more.

One of the key drivers of this trend was the Affordable Care Act, that provided

significant funds for the adoption of the EHR.

Once the data began to be digitized, the possibility of using that data to uncover new

insights about diseases and managing

patients more proactively and precisely became

The past decade has seen the launch of many companies the digital health space and there has been key learnings from the successes

and failures of these products and companies.

Most recently, with the advancement of the big

data and analytics capabilities and the re-emergence of AI, there is intense focus in the application of AI in healthcare.

to the increased availability of big data, increased computing power, and more sophisticated analytic capabilities.

There is now more

than a decade of EHR data and increasingly, the data from radiology, pathology, ophthalmology, among others, is digitized.

up a world of possibilities for using AI in discovering, developing, and delivering the next generation of diagnostics and therapeutics.

The last few years has seen the FDA approvals of the first wave of AI solutions in medicine.

Applications in radiology and pathology show

that ML algorithms can be used to accelerate diagnosis, complement human judgement and subjectivity, and provide consistency across individuals

and institutions.

Drug discovery and development, one of the most promising applications of AI in medicine, is seeing significant early

interest from the public sector and pharma companies.

There are significant issues in healthcare that

give rise to the opportunities for AI:

large number of serious diagnostic errors, mistakes in treatment, waste of resources, inefficiencies

in workflows, and more.

AI in medicine market is seeing explosive growth.

In 2018, the market for AI in medicine was at ~$2B, mostly in

computer aided diagnosis in mammograms.

This is projected to increase by 18 folds by 2025 to $36B.

Most of this projected growth is expected

to be due to diagnostics such as applications in radiology and pathology.

In radiology, drivers of growth will be soft tissue imaging

such as MRI and CT scans.

Some of the top projected applications will include robot-assisted surgery, virtual nursing assistants, dosage

error reduction, automated image diagnosis, preliminary diagnosis, clinical trial participant identifier, and more.

In private market funding, healthcare AI start-ups

have raised over $6B across more than 700 deals since 2013, topping all other industries in AI deal activity.

So far, diagnostics has

been a major driver of health AI deals.

The more streamlined and faster FDA approval process for medical algorithms has meant new commercial

pathways for over 100 AI imaging & diagnostics companies that have raised equity financing since 2013, accounting for a total of close

to 200 deals.

These companies span a number of potential promising areas for AI in medicine but Development of new treatments, population

health, and workflow automation are considered the most promising applications.

A review of the vast array of potential value propositions

being funded reveal that investors believe that AI/ML has the potential to disrupt all aspects of healthcare business and delivery.

Although many algorithms are being created,

only a small fraction will ever be widely commercialized due to the many barriers at various stages.

These include algorithms that do

not perform as expected in the real clinical environment, where the clinical cases encountered many be more diverse than the data used

to train the algorithm;

incompatibility with the entire clinical workflow;

inability to reproduce the results by other investigators and

lack of supporting data from large-scale clinical trials analogous to the ones used for drugs and medical devices;

lack of existing infrastructure in health systems to install these algorithms.

It is increasingly clear that solving for these barriers

and clinical use cases will be the differentiator between companies that succeed in achieving commercial success and those that fail to

gain traction in spite of strong use cases or innovative solutions.

Given the complexity of the healthcare sector

and the many factors that can lead to the success or failure of any new solutions, and especially in an emerging field such as AI in medicine,

the next few years will present huge opportunities for knowledgeable investors and operators to fund and develop companies that can navigate

this challenging landscape.

Our team includes members who have developed and commercialized some of the most innovative solutions in digital

health over the past decade and have deep knowledge and expertise in the barriers that prevent well-conceived solutions from ever achieving

their promise.

They have also been advising medical centers and life science companies in evaluating and adopting big data solutions in

digital and AI and understand the needs of these stakeholders and their complex internal workflows and challenges.

Competitive Differentiation

We intend to capitalize on the mentioned deep

expertise and experience of our team to identify, acquire, and operate companies in the AI in Medicine space.

Given the enormous opportunity

and the exponential growth ahead coupled with the complexity of identifying the promising solutions that can actually gain clinical adoption,

our team will be able to deliver significant risk-adjusted returns for our investors.

Industry expertise:

diverse background of our team members includes deep clinical expertise as practicing physicians, life sciences consulting experience at McKinsey, Founders and CEOs of digital health companies, investors in healthcare and biopharma and experience in corporate transactions such as equity fundraising, M&A, and IPOs.

Strong network:

the diverse background of our team and their many years in the different areas in healthcare, including experience as clinicians at the highest level of clinical medicine at institutions such as the Mayo Clinic and with the top life science companies as McKinsey consultants, and investors in high-impact companies, means that sourcing companies and finding great talent for them, and helping them with connecting to the right clinical institutions will be a major source of competitive advantage.

Deal experience:

members of our team has been involved in some of the largest equity and M&A deals in healthcare and digital health over the last two decades, including the Pfizer acquisition of Wyeth pharmaceuticals, equity financing of digital health companies such as Castlight health and Acupera, and exists of companies such as Flatiron health.

Operational value-add:

given the experience of the team in commercializing digital solutions in healthcare, there will be significant lessons learned that can be used in ensuring product-market fit and faster adoption.

This will also include a network of medical centers that can be used to generate evidence for the solutions that will eventually be the major driver for the adoption of such solutions.

This narrow focus in AI in Medicine, one of

the most promising fields in healthcare, already experiencing explosive growth, coupled with the complexity of achieving commercial success

in this space, means that our team’s background and experience can be a source of great differentiation and value creation for our

Acquisition Criteria

A methodical and disciplined approach will

be used to identify and evaluate potential acquisition targets.

This score-card based approach will be heavily informed by our experience

in developing and commercializing digital health products.

Sector focus:

although AI in Medicine will touch almost every aspect of healthcare, the short- and medium-term applications that will yield significant growth and ROI will be in certain sectors that have certain characteristics.

These include the presence of large amounts of structured data, current diagnostic or therapeutic challenges, current solutions with significant limitations, and available infrastructure and workflows to launch the solutions.

Nature of products and solutions:

experience to date in AI in Medicine shows that successfully developed algorithms with FDA approval have struggled to gain traction in clinical medicine due to a number of factors.

These include the urgency of the issues they are tackling, complexity of their incorporation into the clinical workflows, reimbursement issues by payers, impact on medical center revenues and profits, and more.

This vast experience with what it takes to reach clinical adoption and commercial success will guide our selection of potential targets.

Opportunities for accelerating growth:

innovative companies with algorithms in radiology, dermatology, pathology, drug discovery and so forth are encountering various barriers for the adoption of their solutions.

Examination of the leadership of these companies shows great technical and product expertise but limited clinical experience or lack of familiarity with the process of generating evidence that leads to clinical adoption and insurance reimbursement.

Given the depth and diversity of the experience in our team, we will look for innovative companies that have products that can gain clinical adoption and reimbursement if the right evidence is generated with a network of clinical partners.

Strong management teams:

given the complexity of healthcare and the blend of expertise that will be needed to develop strong products and incorporate them into the clinical workflows, we will look for teams that have a strong track record of developing products, strong data science expertise, digital application experience, with clinical experience preferred by not absolutely necessary as our team will be able to round out their data and digital experience with expertise in clinical and digital health, as well as commercial and corporate finance experience.

These criteria are not exhaustive and we will

consider these along with other key criteria as we embark on the journey to identify and evaluate companies.

There will be company-specific

criteria that will emerge as we examine the products and business models of the companies in AI in Medicine.

Given the deep and diverse

experience of our team, we will be able to discern the product- and company-specific criteria of success and determine the company’s

strengths and weaknesses against those criterial and in the case of weaknesses, how our team can be a catalyst in overcoming those weaknesses.

Initial Business Combination

Nasdaq rules require that we must complete one

or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account

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

with our initial business combination.

Our board of directors will make the determination as to the fair market value of our initial business

If our board of directors is not able to independently determine the fair market value of our initial business combination,

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

respect to the satisfaction of such criteria.

While we consider it unlikely that our board of directors will not be able to make an independent

determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced

with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets

or prospects.

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

We anticipate structuring our initial business

combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or

acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction

company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the

target management team or stockholders, or for other reasons.

However, we will only complete an initial business combination if the post-transaction

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

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

Even if the post-transaction

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

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

initial business combination.

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

for all of the outstanding capital stock of a target.

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

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

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

If less than 100% of the equity interests or

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

that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of net assets test.

If the initial business

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

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

approval, as applicable.

Our Business Combination Process

In evaluating prospective business combinations,

we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected

financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets,

discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate.

We are not prohibited from pursuing an initial

business combination with a company that is affiliated with our sponsor or our officers or directors.

In the event we seek to complete

our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent

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

firm that our initial business combination is fair to our company from a financial point of view.

We will issue to our officers and our directors

an aggregate of 300,000 post business combination shares within 10 days following the business combination, with the same lock-up restrictions

and registration rights as the founder shares.

Because of this arrangement, our sponsor and our officers and directors may have a conflict

of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business

combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition

to any agreement with respect to our initial business combination.

We have not selected any specific business combination

target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business

combination target.

Each of our officers and directors presently

has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such

officer or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors

becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual

obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete

company that holds itself out as a money market fund selected by us meeting certain conditions of Rule 2a-7 of the Investment Company

Act, as determined by us, until the earlier of:

(i) the completion of a business combination and (ii) the distribution of the funds held

in the trust account, as described below.

the closing of the IPO, cash of $764,101 was held outside of the trust account and was available for working capital purposes.

March 31, 2023, we had available cash of $595,536 on our balance sheet, including $554,873 distributed from the trust account for

tax payments, and a working capital deficit of $2,179,125 .

has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the private placement units,

although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination.

is no assurance that we will be able to complete a business combination successfully.

We must complete a business combination with one

or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held

in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of

any deferred underwriting commissions) at the time of our signing a definitive agreement in connection with our initial business combination.

We will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities

of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as

an investment company under the Investment Company Act.

is the job of our sponsor and management team to complete our initial business combination.

Our management team is led by Humphrey Polanen,

our Chief Executive Officer, who has (i) many years of experience in mergers and acquisitions, having been actively involved as an investor

and director in various venture capital backed companies in the technology industry, and (ii) served as a director of various private

equity funds.

We must complete our initial business combination by July 29, 2023, 21 months from the closing of our initial public offering.

If our initial business combination is not consummated by the end of the Combination Period, then our existence will terminate, and we

will distribute all amounts in the trust account.

of our Combination Period and Founder Conversion

Initial Combination Period was extended until January 29, 2023 in the First Extension pursuant to our amended and restated certificate

of incorporation and the First Sponsor Affiliate Notes (as further described below under “Ability to Extend Time to Complete Business

Combination.”) On December 23, 2022, we held the 2022 Special Meeting at which our stockholders approved, among other things, an

amendment to our amended and restated certificate of incorporation to (i) extend the date by which we must consummate an initial business

combination to July 29, 2023, or such earlier date as determined by the board of directors, and (ii) provide for the right of a holder

of Class B common stock to convert into Class A common stock on a one-for-one basis prior to the closing of an initial business combination.

connection with the vote to approve the above, the holders of 11,819,790 public shares properly exercised their right to redeem such

shares for a pro rata portion of the funds in the trust account.

As a result, approximately $121 million (approximately $10.24 per share)

was removed from the trust account to pay such holders.

December 23, 2022, stockholders holding all of the issued and outstanding Class B common stock elected to convert their Class B common

stock into Class A common stock on a one-for-one basis.

As a result, 3,162,500 shares of Class B common stock were cancelled, and 3,162,500

shares of Class A common stock were issued to such holders of the converting Class B common stock.

the Founder Conversion and the redemptions in connection with the 2022 Special Meeting, and as of March 31, 2023, we had 4,613,410

shares of Class A common stock issued and outstanding.

the IPO, our securities have been listed on the Nasdaq Global Market.

On December 2, 2021, the units no longer traded, and the public

shares and rights underlying the units commenced trading separately.

On February 15, 2023, we received approval from the Nasdaq Listing

Qualifications Department of Nasdaq that our application to transfer the listing of the public shares and rights from the Nasdaq Global

Market to the Nasdaq Capital Market was approved.

The public shares and rights were transferred to the Nasdaq Capital Market at the opening

of business on February 17, 2023 and continue to trade under the symbol “DMAQ” and “DMAQR,” respectively.

Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market, and listed companies must meet certain financial

requirements and comply with Nasdaq’s corporate governance requirements.

Business Combination

Merger Agreement

Terms and Effects

March 31, 2023, we entered into the TruGolf Merger Agreement with Merger Sub, the Purchaser Representative, TruGolf and the Seller Representative.

Pursuant to the TruGolf Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the TruGolf

Business Combination (the “Closing”), Merger Sub will merge with and into TruGolf, with TruGolf continuing as the surviving

corporation in the Merger and a wholly-owned subsidiary of the Company.

In the Merger, (i) all

shares of TruGolf common stock (together, “TruGolf Stock”) issued and outstanding immediately prior to the Effective Time

will be converted into the right to receive the Merger Consideration (as defined below);

(ii) all convertible securities of TruGolf,

if not exercised or converted prior to the Effective Time, shall be cancelled, retired and terminated and cease to represent a right

to acquire, be exchanged for or convert into shares of TruGolf Stock .

At the Closing, the combined public company will be renamed

“TruGolf, Inc.”

terms not defined but otherwise used in the following description have the meanings ascribed to them in the TruGolf Merger Agreement.

Consideration

aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of TruGolf’s common stock as of immediately

prior to the Effective Time (“TruGolf Stockholders” will be an amount equal to up to $125,000,000, subject to adjustments

for TruGolf’s closing debt, net of cash and unpaid transaction expenses (the “Merger Consideration”), which amount

will consist of (i) base consideration of $80,000,000 and Restricted Shares (as defined below) with an aggregate value of up to $45,000,000

(as described below), which Restricted Shares shall be placed into an escrow account and shall be subject to forfeiture after the Closing

if certain milestones are not met.

The Merger Consideration to be paid to TruGolf Stockholders will be paid solely by the delivery of

new shares of common stock, with each valued at the price per share (the “Redemption Price”) at which each share of common

stock is redeemed or converted pursuant to the redemption by us of our public stockholders in connection with the initial business combination,

as required by the Amended and Restated Certificate of Incorporation, our by-laws and the IPO Prospectus (the “Redemption”).

The Merger Consideration will be subject to a post-Closing true up 90 days after the Closing.

Merger Consideration will be allocated among TruGolf Stockholders, pro rata amongst them based on the number of shares of TruGolf common

stock owned by such stockholder.

Such consideration otherwise payable to TruGolf Stockholders is subject to reduction for purchase price

the Closing, the TruGolf Stockholders shall deposit 4,500,000 shares of common stock (the “Restricted Shares”) into a segregated

escrow account with AST (or such other escrow agent reasonably acceptable to the Company and TruGolf), as escrow agent in accordance

with an escrow agreement to be entered into in connection with the TruGolf Business Combination (the “Escrow Agreement”).

The TruGolf Stockholders will have the right to vote the Restricted Shares while they are held in escrow.

Restricted Shares shall no longer be subject to forfeiture, based on the combined company meeting criteria relating to (i) consolidated

gross revenue, (ii) VWAP (as defined below) of our Class A common stock, or (iii) number of qualified franchise locations opened.

Restricted Shares shall be allocated into three tranches consisting of a first tranche of 1,000,000 Restricted Shares (the “First

Tranche”), a second tranche of 1,500,000 Restricted Shares (the “Second Tranche”), and third tranche of 2,000,000 Restricted

Shares (the “Third Tranche”).

The Restricted Shares will no longer be subject to forfeiture as set forth below:

First Tranche will no longer be subject to forfeiture as follows:

the event that the gross consolidated gross revenue of the Company and its subsidiaries (the “Gross Revenues”) for 2024

equals or exceeds thirty million dollars ($30,000,000) but is less than forty two million dollars ($42,000,000), then 50% of the

First Tranche shall no longer be subject to forfeiture or (y) in the event that the Gross Revenues for 2024 equals or forty two million

dollars ($42,000,000), then 100% of the First Tranche shall no longer be subject to forfeiture;

or (ii) in the event that the dollar

volume-weighted average price (“VWAP”) of the shares our Class A common stock is at least $13.00 per share for at least

twenty (20) out of thirty (30) trading days in the specified period, then 100% of the First Tranche shall no longer be subject to

forfeiture or, in the event that ten (10) or more Qualified Franchise Locations (as defined in the TruGolf Merger Agreement) are

opened prior to the end of the calendar year 2024, then 100% of the First Tranche shall no longer be subject to forfeiture.

Second Tranche will no longer be subject to forfeiture as follows:

the event that the Gross Revenues for 2025 equals or exceeds fifty million dollars ($50,000,000) but is less than sixty five million

dollars ($65,000,000), then 50% of the Second Tranche shall no longer be subject to forfeiture or (y) in the event that the Gross

Revenues for 2025 equals or exceeds sixty five million dollars ($65,000,000), then 100% of the Second Tranche shall no longer be

subject to forfeiture;

or (ii) in the event that the VWAP of our Class A common stock is at least $15.00 per share for at least twenty

(20) out of thirty (30) trading days in the specified period, then 100% of the Second Tranche shall no longer be subject to forfeiture

or , in the event that thirty (30) or more Qualified Franchise Locations are opened prior to the end of the calendar year 2025, then

100% of the Second Tranche shall no longer be subject to forfeiture.

Third Tranche will no longer be subject to forfeiture as follows:

the event that the Gross Revenues for 2026 equals or exceeds eighty million dollars ($80,000,000) but is less than one hundred million

Dollars ($100,000,000), then 50% of the Third Tranche shall no longer be subject to forfeiture or (y) in the event that the Gross

Revenues for 2026 equals or exceeds one hundred million Dollars ($100,000,000), then 100% of the Third Tranche shall no longer be

subject to forfeiture;

or (ii) in the event that the VWAP of our Class A common stock is at least $17.00 per share for at least twenty

(20) out of thirty (30) trading days in the specified period, then 100% of the Third Tranche shall no longer be subject to forfeiture

or, in the event that fifty (50) or more Qualified Franchise Locations are opened prior to the end of the calendar year 2026, then

100% of the Second Tranche shall no longer be subject to forfeiture.

Representations

and Warranties

TruGolf Merger Agreement contains a number of representations and warranties by each of the Company and TruGolf as of the date of the

TruGolf Merger Agreement and as of the date of the Closing.

Many of the representations and warranties are qualified by materiality or

Material Adverse Effect.

“Material Adverse Effect” as used in the TruGolf Merger Agreement means with respect to any specified

person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or

in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations, prospects or condition (financial

or otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its

subsidiaries on a timely basis to consummate the TruGolf Business Combination or the ancillary documents to which it is a party or bound

or to perform its obligations thereunder, in each case subject to certain customary exceptions.

Certain of the representations are subject

to specified exceptions and qualifications contained in the TruGolf Merger Agreement or in information provided pursuant to certain disclosure

schedules to the TruGolf Merger Agreement.

The representations and warranties made by the Company and TruGolf are customary for transactions

similar to the TruGolf Business Combination.

and Indemnification

of the representations and warranties of the parties to the TruGolf Merger Agreement will survive the Closing, and no claim for indemnification

may be made with respect thereto.

None of the covenants and agreements of the parties contained in the TruGolf Merger Agreement will

survive the Closing, except that those covenants and agreements that by their terms apply or are contemplated to be performed in whole

or in part after the Closing will survive the Closing and continue until fully performed in accordance with their terms.

of the Parties

party agreed in the TruGolf Merger Agreement to use its commercially reasonable efforts to effect the Closing.

Merger Agreement also contains certain customary covenants by each of the parties during the period between the signing of the TruGolf

Merger Agreement and the earlier of the Closing or the termination of the TruGolf Merger

Agreement in accordance with its terms (the “Interim Period”), including (1) the provision of access to their properties,

books and personnel;

(2) the operation of their respective businesses in the ordinary course of business;

(3) provision of financial

statements by TruGolf;

(4) our public filings;

(5) no insider trading;

(6) notifications of certain breaches, consent requirements or

other matters;

(7) efforts to consummate the Closing and obtain third party and regulatory approvals;

(8) tax matters;

(9) further assurances;

(10) public announcements;

and (11) confidentiality.

Each party also agreed during the Interim Period not to solicit or enter into any

inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing transactions, to

notify the others as promptly as practicable in writing of the receipt of any inquiries, proposals or offers, requests for information

or requests relating to an alternative competing transaction or any requests for non-public information relating to such transaction,

and to keep the others informed of the status of any such inquiries, proposals, offers or requests for information.

also certain customary post-Closing covenants regarding (1) tax matters;

(2) maintenance of books and records;

(3) indemnification

of directors and officers;

and (4) use of trust account proceeds.

TruGolf Merger Agreement and the consummation of the TruGolf Business Combination requires the approval of both our stockholders and

TruGolf’s stockholders.

We agreed, as promptly as practicable after the date of the Merger Agreement, to prepare, with reasonable

assistance from TruGolf, and file with the SEC, the TruGolf Proxy Statement for the purpose of soliciting proxies from our stockholders

to approve the TruGolf Merger Agreement, the TruGolf Business Combination and related matters (the “DMAQ Stockholder Approval Matters”)

at a special meeting of our stockholders (the “DMAQ Special Meeting”) and providing such stockholders an opportunity to participate

in the Redemption.

TruGolf also agreed in the Merger Agreement to call a meeting of its stockholders and use its reasonable best efforts

to solicit from TruGolf Stockholders proxies in favor of the TruGolf Merger Agreement and the TruGolf Business Combination and certain

related matters (the “TruGolf Stockholder Approval”), and to take all other actions necessary or advisable to secure such

approvals, including enforcing the Voting Agreement (as described below).

the DMAQ Stockholder Approval Matters is an amendment to the amended and restated certificate of incorporation (the “ DMAQ Charter

Amendment”) to provide that (i) our name shall be changed to “TruGolf, Inc.” or such other name as mutually agreed

upon, (ii) we will have two classes of stock (high and low vote) if the TruGolf Class B common stock was approved by the TruGolf Special

Committee (as discussed below) and the TruGolf Stockholders prior to the Effective Time, and (iii) certain provisions in the amended

and restated certificate of incorporation related to our status as a blank check company will be removed or changed, and file the DMAQ

Charter Amendment with the Secretary of State of the State of Delaware.

parties also agreed to take all necessary action, so that effective at the Closing, our entire board of directors (the “Post-Closing

Board”) will consist of seven individuals, four of whom shall be independent directors in accordance with Nasdaq requirements.

Four of the members of the Post-Closing Board will be individuals

(at least one of whom shall be an independent director) designated by TruGolf prior to the Closing and three of the members of the Post-Closing

Board (all of whom shall be independent directors) will be mutually agreed on by us and TruGolf prior to the Closing.

At or prior to

Closing, we will provide each of our director designees with a customary director indemnification agreement, in form and substance reasonably

acceptable to such director.

The parties also agreed to take all action necessary including causing our executive officers to resign,

so that the individuals serving as our chief executive officer and chief financial officer, respectively, immediately after the Closing

will be the same individuals as that of TruGolf immediately prior to the Closing.

the Interim Period, we may, but are not required to, seek to enter into and consummate subscription agreements with investors relating

to a private equity investment and/or backstop arrangements in connection with the TruGolf Business Combination (the “PIPE Investment”),

and if so, TruGolf agreed to cooperate in connection with such PIPE Investment and use its commercially reasonable efforts to cause such

PIPE Investment to occur, including having TruGolf’s senior management participate in any investor meetings and roadshows as reasonably

requested by us.

parties agreed that we shall adopt an equity incentive plan which will provide for awards for a number of shares of our common stock

equal to ten percent (10%) of the aggregate number of shares of common stock issued and outstanding immediately after the Closing.

agreed to form a special committee of its board of director (the “TruGolf Special Committee”), which shall negotiate with

the TruGolf founders to (i) make one or more amendments to the TruGolf Certificate of Incorporation, to create and authorize the creation

of shares of high vote TruGolf Class B common stock , and (ii) effect an exchange of the shares of TruGolf Class A common stock held

by each of the TruGolf founders (or their respective Affiliates) for an equal number of shares of high vote TruGolf Class B common stock

for such consideration as agreed by the TruGolf Special Committee, which amendments would become effective immediately prior to the Effective

Time, subject to the approval by the TruGolf stockholders.

obligations of the parties to complete the Closing are subject to various conditions, including the following mutual conditions of the

parties unless waived:

of the DMAQ Stockholder Approval;

of the TruGolf Stockholder Approval;

of any applicable waiting period under any antitrust laws;

of requisite consents from governmental authorities to consummate the TruGolf Business Combination, and receipt of specified requisite

consents from other third parties to consummate the TruGolf Business Combination;

absence of any law or order that would prohibit the consummation of the Merger or other transactions contemplated by the TruGolf

Merger Agreement;

the Closing, after giving effect to the completion of the Redemption and any PIPE Investment, we shall have net tangible assets of

at least $5,000,001;

the Closing, we shall have cash, including funds remaining in the trust account and the proceeds of any PIPE Investment, after giving

effect to any Redemptions, payment of amounts owed to the sponsor and its affiliates but prior to the payment of any unpaid expenses

or liabilities in an aggregate amount not to exceed $1,600,000, of at least equal to $10,000,000;

absence of any pending claim, demand, action, litigation complaint, or other proceeding by or before a governmental authority seeking

to enjoin the consummation of the Merger and TruGolf Business Combination;

members of the Post-Closing Board shall have been elected or appointed as of the Closing;

TruGolf Proxy Statement clearing SEC comments;

waived by us, the obligations of the Company and Merger Sub to consummate the Merger are subject to the satisfaction of the following

additional conditions, in addition to customary certificates and other closing deliverables:

representations and warranties of TruGolf being true and correct as of the date of the Merger Agreement and as of the Closing (subject

to Material Adverse Effect);

having performed in all material respects its obligations and complied in all material respects with its covenants and agreements

under the TruGolf Merger Agreement required to be performed or complied with on or prior to the date of the Closing;

of any Material Adverse Effect with respect to TruGolf and its subsidiaries, taken as a whole, since the date of the TruGolf Merger

Agreement which is continuing and uncured;

Company having received a copy of the TruGolf’s charter certified by the Secretary of State of the State of Nevada no more

than ten business days prior to the Closing date;

Non-Competition Agreement and Lock-up Agreement executed by the Significant Company Holders of TruGolf shall be in full force and

Company shall have received evidence reasonably acceptable to us that TruGolf shall have converted, terminated, extinguished and

cancelled in full any outstanding convertible securities or commitments therefor.

waived by TruGolf, the obligations of TruGolf to consummate the Merger are subject to the satisfaction of the following additional conditions:

representations and warranties of the Company being true and correct as of the date of the Merger Agreement and as of the Closing

(subject to Material Adverse Effect);

Company having performed in all material respects its obligations and complied in all material respects with its covenants and agreements

under the TruGolf Merger Agreement required to be performed or complied with on or prior to the date of the Closing;

of any Material Adverse Effect with respect to us and our subsidiaries, taken as a whole, since the date of the Merger Agreement

which is continuing and uncured;

having received a copy of the Registration Rights Agreement, duly executed by us and the sponsor.

TruGolf Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including:

mutual written consent of the Company and TruGolf;

either us or TruGolf if any of the conditions to Closing have not been satisfied or waived by July 29, 2023 (the “Outside Date”),

provided that we shall have the right to extend the Outside Date if we obtain an extension of the deadline by which we must complete

a business combination (an “Additional Extension”) for an additional period the shortest of (i) three months, (ii) the

period ending on the last day for us to consummate a business combination after such Additional Extension and (iii) such period as

determined by us;

either us or TruGolf if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently

restraining, enjoining or otherwise prohibiting the TruGolf Business Combination, and such order or other action has become final

and non-appealable;

either us or TruGolf of the other party’s uncured breach (subject to certain materiality qualifiers);

us if there has been an event after the signing of the TruGolf Merger Agreement that has had a Material Adverse Effect on TruGolf

and its subsidiaries taken as a whole that is continuing and uncured;

either us or TruGolf if the DMAQ Special Meeting is held and the DMAQ Stockholder Approval is not received;

either us or TruGolf if a special meeting of TruGolf stockholders is held and the TruGolf Stockholder Approval is not received;

the TruGolf Merger Agreement is terminated, all further obligations of the parties under the TruGolf Merger Agreement will terminate

and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, fees and

expenses, termination, waiver of claims against the trust, and certain general provisions will continue in effect), and no party will

have any further liability to any other party thereto except for liability for any fraud claims or willful and intentional breach of

the TruGolf Merger Agreement prior to such termination.

Account Waiver

and the Seller Representative agreed that they and their affiliates will not have any right, title, interest or claim of any kind in

or to any monies in the trust account, and agreed not to, and waived any right to, make any claim against the trust account (including

any distributions therefrom).

Representative and Seller Representative

sponsor is serving as the Purchaser Representative under the TruGolf Merger Agreement, and in such capacity will represent the interests

of our stockholders after the Closing (other than the TruGolf Stockholders) with respect to certain matters under the TruGolf Merger

Agreement, including with respect to the determination of whether the Restricted Shares shall be forfeited.

Christopher Jones is serving

as the Seller Representative under the TruGolf Merger Agreement, and in such capacity will represent the interests of the TruGolf Stockholders

with respect to certain matters under the TruGolf Merger Agreement, including with respect to the determination of whether the Restricted

Shares shall be forfeited.

Simultaneously

with the execution of the TruGolf Merger Agreement, certain significant stockholders of TruGolf entered into voting agreements (each,

a “Voting Agreement”) with us and TruGolf.

Under the Voting Agreement, the TruGolf stockholders agreed to vote all of their

shares of TruGolf Stock in favor of the TruGolf Merger Agreement and the TruGolf Business Combination and to otherwise take certain other

actions in support of the TruGolf Merger Agreement and the TruGolf Business Combination and the other matters submitted to TruGolf Stockholders

for their approval, and provide a proxy to us to vote such TruGolf Stock accordingly.

The Voting Agreement prevents transfers of the

TruGolf Stock held by the TruGolf stockholder between the date of the Voting Agreement and the date of Closing, except for certain permitted

transfers where the recipient also agrees to comply with the Voting Agreement.

Simultaneously

with the execution of the TruGolf Merger Agreement, certain stockholders (each, a “Significant Stockholder”) of TruGolf entered

into lock-up agreements (each, a “Lock-Up Agreement”) with us and the Purchaser Representative.

to the Lock-Up Agreement, with respect to the shares received as Merger Consideration (the “Restricted Securities”), each

Significant Stockholder shall agree

not to, during the period commencing from the Closing (A) with respect to fifty percent (50%) of the Restricted Securities, ending on

the earliest of (x) the six (6) month anniversary of the Closing, (y) the date on which the closing sale price of our common stock equals

or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20)

trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which we consummate

a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of our stockholders

having the right to exchange their shares of our common stock for cash, securities or other property (a “Subsequent Transaction”)

and (B) with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earlier of (x) the six (6) month

anniversary of the Closing, and (y) a Subsequent Transaction:

(i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract

to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,

or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement

that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii)

publicly disclose the intention to do any of the foregoing.

Non-Competition

and Non-Solicitation Agreement

Simultaneously

with the execution of the TruGolf Merger Agreement, certain stockholders and officers (each, a “Subject Party”) of TruGolf

each entered into a non-competition and non-solicitation agreement with us and TruGolf (collectively, the “Non-Competition Agreement”).

Under the Non-Competition Agreement, pursuant to which the Subject Party agrees not to compete with us, TruGolf and their respective

affiliates during the two year period following the Closing and, during such two year restricted period, not to solicit employees or

customers of such entities.

The Non-Competition Agreement also contains customary confidentiality and non-disparagement provisions.

Support Agreement

Simultaneously

with the execution of the Merger Agreement, TruGolf, the Company and the sponsor entered into a Sponsor Support Agreement (the “Sponsor

Support Agreement”), pursuant to which the sponsor agreed to vote all of its shares of our common stock in favor of the TruGolf

Merger Agreement and the TruGolf Business Combination.

The sponsor Support Agreement also prevents transfers of our securities held by

the sponsor between the date of the Sponsor Support Agreement and the termination of the Sponsor Support Agreement.

foregoing descriptions of the Voting Agreement, the Lock-up Agreement, the Non-Competition Agreement and the Sponsor Support Agreement

do not purport to be complete and are qualified in their entirety by reference to the complete text of the Form of the Voting Agreement,

the Form of the Lock-up Agreement, the Form of the Non-Competition Agreement and the Sponsor Support Agreement, copies of which are filed

hereto as Exhibits 10.10, 10.11, 10.12 and 10.13, respectively.

than as specifically discussed, this Report does not assume the closing of the TruGolf Business Combination.

Business Combination and Termination

entered into the Chijet Business Combination Agreement on July 12, 2022, which was amended on (i) September 6, 2022 to extend the due

diligence period provided for under the Chijet Business Combination Agreement and (ii) September 16, 2022 to extend the diligence expiration

date until September 30, 2022.

However, on September 26, 2022, we terminated the Chijet Business Combination Agreement pursuant to a

termination notice sent in accordance with the terms and provisions of the Chijet Business Combination Agreement.

We were not obligated

to pay any penalties pursuant to the terms of the Chijet Business Combination Agreement as a result of such termination.

methodical and disciplined approach has been, and if the TruGolf Business Combination is not consummated, may continue to be used to

identify and evaluate potential acquisition targets.

of products and solutions.

Opportunities

for accelerating growth.

management teams.

criteria are not exhaustive and we have considered these along with other key criteria along the journey to identify and evaluate companies.

There have been company-specific criteria that has emerged as we examined the products and business models of companies.

Given the deep

and diverse experience of our team, we believe we have been able to discern the product- and company-specific criteria of success and

determine the company’s strengths and weaknesses against those criterial and in the case of weaknesses, how our team can be a catalyst

in overcoming those weaknesses.

Business Combination

rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value

of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing

a definitive agreement in connection with our initial business combination.

Our board of directors will make the determination as to

the fair market value of our initial business combination.

If our board of directors is not able to independently determine the fair

market value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member

of FINRA or an independent accounting firm with respect to the satisfaction of such criteria.

While we consider it unlikely that our

board of directors will not be able to make an independent determination of the fair market value of our initial business combination,

it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant

amount of uncertainty as to the value of a target’s assets or prospects.

Additionally, pursuant to Nasdaq rules, any initial business

combination must be approved by a majority of our independent directors.

Based on the valuation analysis of our management and board

of directors, we have determined that the fair market value of TruGolf was substantially in excess of 80% of the funds in the trust account

and that the 80% test was therefore satisfied.

anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public

stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such

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

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

However, we will only complete an initial

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

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

under the Investment Company Act.

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

our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company,

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

For example, we could pursue a transaction

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

In this case,

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

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

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

to our initial business combination.

less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,

the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s

80% of net assets test.

If the initial business combination involves more than one target business, the 80% of net assets test will be

based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination

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

Business Combination Process

evaluating prospective business combinations, we conduct a thorough due diligence review process that encompasses, among other things,

a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site

inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate.

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

Our sponsor, owns approximately a 3% equity interest in TruGolf that was received as consideration for services provided under

a service agreement with TruGolf.

Although the ownership interest of the sponsor in TruGolf may not rise to the level that it would cause

TruGolf to be deemed to be affiliated with our sponsor, officers or directors, our directors, have obtained an opinion from an independent

financial advisory firm that the initial business combination is fair to our Company from a financial point of view.

will issue to our officers and our directors an aggregate of 300,000 post business combination shares within 10 days following the business

combination, with the same lock-up restrictions and registration rights as the founder shares.

Because of this arrangement, our sponsor

and our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate

business with which to effectuate our initial business combination.

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

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

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

of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations

to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.

if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or

she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present

such opportunity to such entity.

We believe, however, that the fiduciary duties or contractual obligations of our officers or directors

will not materially affect our ability to complete our initial business combination.

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, and to the extent the director or officer

is permitted to refer that opportunity to us without violating another legal obligation.

Management Team

of our management team are not obligated to devote any specific number of hours to our matters but they devote as much of their time

as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time that any member of

our management team will devote in any time period varies based on the current stage of the business combination process.

believe our management team’s operating and transaction experience and relationships with companies have provided, and if the TopGolf

Business Combination is not consummated, may continue to provide us with a substantial number of potential business combination targets.

Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships

in various industries.

This network has grown through the activities of our management team sourcing, acquiring and financing businesses,

our management team’s relationships with sellers, financing sources and target management teams and the experience of our management

team in executing transactions under varying economic and financial market conditions.

as a Public Company

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

As a public company, we offer a target

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

an initial business combination, we believe the target business would have greater access to capital and additional means of creating

management incentives that are better aligned with stockholders’ interests than it would as a private company.

A target business

can further benefit by augmenting its profile among potential new customers and vendors and aid in attracting talented employees.

a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the

target business for our shares of Class A common stock (or shares of a new holding company) or for a combination of our shares of Class

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

there are various costs and obligations associated with being a public company, we believe target businesses will find this method a

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

The typical initial

public offering process takes a significantly longer period of time than the typical business combination transaction process, and there

are significant expenses in the initial public offering process, including underwriting discounts and commissions, marketing and road

show efforts that may not be present to the same extent in connection with an initial business combination with us.

once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial

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

which could delay or prevent the offering from occurring or could have negative valuation consequences.

Following an initial business

combination, we believe the target business would then have greater access to capital and an additional means of providing management

incentives consistent with stockholders’ interests and the ability to use its shares as currency for acquisitions.

Being a public

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

talented employees.

we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential

target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder

approval of any proposed initial business combination, negatively.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not “emerging growth companies” including, but not limited to, not being required to comply with the independent

registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory

vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

If some investors find

our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities

may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following October 29, 2026, (b) in

which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which

means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior September 30,

and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally,

we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held

by non-affiliates exceeds $250 million as of the end of the prior September 30, or (2) our annual revenues exceeded $100 million during

such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior September

other blank check companies that sold units comprised of shares of common stock and warrants to purchase a full share of common stock

in their initial public offerings, we sold units, each unit comprised of one share of Class A common stock and one right that entitles

the holder thereof to receive one-tenth (1/10) of one share of Class A common stock upon consummation of our initial business combination.

Our management believes that investors in similarly structured blank check offerings, and those likely to invest in the IPO, have come

to expect the units of such companies to include one share of common stock and another security which would allow the holders to acquire

additional shares of common stock.

Without the ability to acquire such additional shares of common stock, our management believes the

investors would not be willing to purchase units in such companies’ initial public offerings.

Accordingly, because the number of

shares ordinarily issuable upon exercise of the warrants found in the structure of other blank check initial public offerings is lessened

in our case (since units often consist of a whole warrant that entitles the holder thereof to receive a full share of common stock as

opposed to the one-tenth (1/10) of one share the rights entitle a holder to receive), our management believes we may be viewed more favorably

by potential target companies when determining which company to engage in a business combination with.

However, our management may be

incorrect in this belief.

funds available for an initial business combination as of March 31, 2023 in the amount of approximately $9,160,803, assuming no further

redemptions and after reducing the balance for income taxes payable and after payment of $4,427,500 of Marketing Fee payable to I-Bankers,

in each case before fees and expenses associated with our initial business combination, together with the Marketing Fee, we offer a target

business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion

of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.

Because we are able to complete our initial

business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the

most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Our Initial Business Combination

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, and to the extent the director or officer is permitted to refer that opportunity to

us without violating another legal obligation.

Our Management Team

Members of our management team are not obligated

to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs

until we have completed our initial business combination.

The amount of time that any member of our management team will devote in any

time period will vary based on whether a target business has been selected for our initial business combination and the current stage

of the business combination process.

We believe our management team’s operating

and transaction experience and relationships with companies will provide us with a substantial number of potential business combination

Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate

relationships in various industries.

This network has grown through the activities of our management team sourcing, acquiring and financing

businesses, our management team’s relationships with sellers, financing sources and target management teams and the experience of

our management team in executing transactions under varying economic and financial market conditions.

See the section of this Annual Report

entitled “Management” for a more complete description of our management team’s experience.

Status as a Public Company

We believe our structure will make us an attractive

business combination partner to target businesses.

As a public company, we offer a target business an alternative to the traditional initial

public offering through a merger or other business combination with us.

Following an initial business combination, we believe the target

business would have greater access to capital and additional means of creating management incentives that are better aligned with stockholders’

interests than it would as a private company.

A target business can further benefit by augmenting its profile among potential new customers

and vendors and aid in attracting talented employees.

In a business combination transaction with us, the owners of the target business

may, for example, exchange their shares of stock in the target business for our shares of Class A common stock (or shares of a new

holding company) or for a combination of our shares of Class A common stock and cash, allowing us to tailor the consideration to

the specific needs of the sellers.

Although there are various costs and obligations

associated with being a public company, we believe target businesses will find this method a more expeditious and cost effective method

to becoming a public company than the typical initial public offering.

The typical initial public offering process takes a significantly

longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public

offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same

extent in connection with an initial business combination with us.

Furthermore, once a proposed initial business

combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject

to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering

from occurring or could have negative valuation consequences.

Following an initial business combination, we believe the target business

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

interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting

a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our

management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status

as a blank check company, such as our lack of an operating history and our ability to seek stockholder approval of any proposed initial

business combination, negatively.

We are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports

and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder

approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result,

there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act

also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)

of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company”

can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until

the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in

which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,

which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior September

30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year

Additionally, we are a “smaller reporting

company” as defined in Rule 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure

obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting

company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250

million as of the end of the prior September 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year

and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior September 30.

Offering Structure

Unlike other blank check companies that sell

units comprised of shares of common stock and warrants to purchase a full share of common stock in their initial public offerings, we

are selling units, each unit comprised of one share of Class A common stock and one right which entitles the holder thereof to receive

one-tenth (1/10) of one share of Class A common stock upon consummation of our initial business combination.

Our management believes that

investors in similarly structured blank check offerings, and those likely to invest in the IPO, have come to expect the units of such

companies to include one share of common stock and another security which would allow the holders to acquire additional shares of common

Without the ability to acquire such additional shares of common stock, our management believes the investors would not be willing

to purchase units in such companies’ initial public offerings.

Accordingly, because the number of shares ordinarily issuable upon

exercise of the warrants found in the structure of other blank check initial public offerings is lessened in our case (since units often

consist of a whole warrant that entitles the holder thereof to receive a full share of common stock as opposed to the one-tenth (1/10)

of one share the rights entitle a holder to receive), our management believes we may be viewed more favorably by potential target companies

when determining which company to engage in a business combination with.

However, our management may be incorrect in this belief.

Financial Position

With funds available for an initial business

combination initially in the amount of $123,337,500 assuming no redemptions, after payment of $4,427,500 of Marketing Fee payable to I-Bankers,

in each case before fees and expenses associated with our initial business combination, together with the Marketing Fee, we offer

a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and

expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.

Because we are able to complete

our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility

to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs

However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to

Effecting Our Initial Business Combination

We are not presently engaged in, and we will

not engage in, any operations for an indefinite period of time following the IPO.

We intend to effectuate our initial business combination

using cash from the proceeds of the IPO and the private placement of the private placement units, the proceeds of the sale of our shares

in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter

into following the consummation of the IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders

or the owners of the target, or a combination of the foregoing.

We may seek to complete our initial business combination with a company

or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks

inherent in such companies and businesses.

If our initial business combination is paid

for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration

in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance

of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations

of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business

combination, to fund the purchase of other companies or for working capital.

We may seek to raise additional funds through

a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate

our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account.

we intend to target businesses larger than we could acquire with the net proceeds of the IPO and the sale of the private placement units,

and may as a result be required to seek additional financing to complete such proposed initial business combination.

Subject to compliance

with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business

In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials

or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required

by law, we would seek stockholder approval of such financing.

There are no prohibitions on our ability to raise funds privately, or through

loans in connection with our initial business combination.

At this time, we are not a party to any arrangement or understanding with any

third party with respect to raising any additional funds through the sale of securities or otherwise.

Sources of Target Businesses

We anticipate that target business candidates

will be brought to our attention from various unaffiliated sources, including investment bankers and investment professionals.

businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings.

sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these

sources will have read this Annual Report and know what types of businesses we are targeting.

Our officers and directors, as well as our

sponsor and their affiliates, may also bring to our attention target business candidates that they become aware of through their business

contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us

as a result of the business relationships of our officers and directors and our sponsor and their affiliates.

While we do not presently

anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis,

we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee, advisory

fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage

a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be

available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our

best interest to pursue.

Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee

will be paid out of the funds held in the trust account.

In no event, however, will our sponsor or any of our existing officers or directors,

or any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies

in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any

services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction

None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any

compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated

initial business combination prior to the business combination.

However, we will issue to our officers and directors an aggregate of 300,000

post business combination shares, with the same lock-up restrictions and registration rights as the founder shares.

Some of our officers

and directors may enter into employment or consulting agreements with

the post-transaction company following our

are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the IPO.

to effectuate our initial business combination using cash from the proceeds of the IPO and the private placement, the proceeds of the

sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop

agreements we may enter into following the consummation of the IPO or otherwise), shares issued to the owners of the target, debt issued

to bank or other lenders or the owners of the target, or a combination of the foregoing.

We may seek to complete our initial business

combination with a company or business that may be financially unstable or in its early stages of development or growth, which would

subject us to the numerous risks inherent in such companies and businesses.

our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account

are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A

common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for

maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred

in completing our initial business combination, to fund the purchase of other companies or for working capital.

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial

business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the

amounts held in the trust account.

In addition, we intend to target businesses larger than we could acquire with the net proceeds of

the IPO and the sale of the private placement units, and may as a result be required to seek additional financing to complete such proposed

initial business combination.

The presence or absence of any such fees or arrangements will not be used as a criterion in our selection

process of an initial business combination candidate.

We are not prohibited from pursuing an initial

business combination with an initial business combination target that is affiliated with our sponsor, officers or directors or making

the initial business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors.

the event we seek to complete our initial business combination with an initial business combination target that is affiliated with our

sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking

firm which is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company from

a financial point of view.

Subject to compliance with applicable securities laws, we would expect to complete such financing only

simultaneously with the completion of our initial business combination.

In the case of an initial business combination funded with assets

other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would

disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing.

prohibitions on our ability to raise funds privately, or through loans in connection with our initial business combination.

At this time,

we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the

sale of securities or otherwise.

“TruGolf Business Combination” above for more information on the financing of the TruGolf Business Combination.

of Target Businesses

business candidates have been and may continue to be brought to our attention from various unaffiliated sources, including investment

bankers and investment professionals.

Target businesses have been and may continue to be brought to our attention by such unaffiliated

sources as a result of being solicited by us by calls or mailings.

These sources may also introduce us to target businesses in which

they think we may be interested on an unsolicited basis, since many of these sources will have read this Annual Report and know what

types of businesses we are targeting.

Our officers and directors, as well as our sponsor and their affiliates, may also bring to our

attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries

or discussions they may have, as well as attending trade shows or conventions.

In addition, we received a number of proprietary deal

flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers

and directors and our sponsor and their affiliates.

Additionally,

pursuant to a business combination marketing agreement, we engaged I-Bankers as an advisor in connection with our business combination

and will pay I-Bankers the Marketing Fee for such marketing services upon the consummation of our initial business combination.

financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in

providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation

of an initial business combination.

no event, however, will our sponsor or any of our existing officers or directors, or any entity with which our sponsor or officers are

affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation

by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion

of our initial business combination (regardless of the type of transaction that it is).

None of our sponsor, executive officers or directors,

or any of their respective affiliates, is allowed to receive any compensation, finder’s fees or consulting fees from a prospective

business combination target in connection with a contemplated initial business combination prior to the business combination.

we will issue to our officers and directors an aggregate of 300,000 post business combination shares, with the same lock-up restrictions

and registration rights as the founder shares.

Some of our officers and directors may enter into employment or consulting agreements

with the post-transaction company following our initial business combination.

The presence or absence of any such fees or arrangements

will not be used as a criterion in our selection process of an initial business combination candidate.]

are not prohibited from pursuing an initial business combination with an initial business combination target that is affiliated with

our sponsor, officers or directors or making the initial business combination through a joint venture or other form of shared ownership

with our sponsor, officers or directors.

While the sponsor’s equity interest in TruGolf may not rise to the level that would cause

TruGolf to be deemed to be affiliated with our sponsor, executive officers or directors, in the event we do not consummate the TruGolf

Business Combination and we seek to complete our initial business combination with an initial business combination target that is affiliated

with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment

banking firm which is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company

from a financial point of view.

We are not required to obtain such an opinion in any other context.

As more fully discussed in the section of this

Annual Report entitled “Management — Conflicts of Interest,” if any of our officers or directors becomes aware

of an initial business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing

fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior

to presenting such business combination opportunity to us.

Our officers and directors currently have certain relevant fiduciary duties

or contractual obligations that may take priority over their duties to us.

Selection of a Target Business and Structuring

of our Initial Business Combination

Nasdaq rules require that we must complete

one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account

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

with our initial business combination.

The fair market value of our initial business combination will be determined by our board of directors

based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based

on trading multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable

If our board of directors is not able to independently determine the fair market value of our initial business combination,

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

respect to the satisfaction of such criteria.

While we consider it unlikely that our board of directors will not be able to make an independent

determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced

with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets

or prospects.

We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective

target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or

a similar company with nominal operations.

In any case, we will only complete an initial

business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a

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

If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business

or businesses that are owned or acquired by the post-transaction company is what will be taken into account for purposes of Nasdaq’s

80% of net assets test.

There is no basis for investors in the IPO to evaluate the possible merits or risks of any target business with

which we may ultimately complete our initial business combination.

To the extent we effect our initial business

combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected

by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the risks inherent in a particular

target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective business target,

we expect to conduct a thorough due diligence review, which may encompass, among other things, meetings with incumbent management and

employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other

information that will be made available to us.

The time required to select and evaluate a target

business and to structure and complete our initial business combination, and the costs associated with this process, are not currently

ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective target

business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the

funds we can use to complete another business combination.

Lack of Business Diversification

For an indefinite period of time after the

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

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

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

In addition, we intend to focus our search for an initial business combination in a single industry.

By completing our initial business

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

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

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

Limited Ability to Evaluate the Target’s

Management Team

Although we intend to closely scrutinize the

management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business,

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

In addition, the future management may not have the

necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our management team,

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

The determination as to whether any of the members

of our management team will remain with the combined company will be made at the time of our initial business combination.

possible that one or more of our directors will remain associated in some capacity with us following our initial business combination,

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

we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the

particular target business.

We cannot assure you that any of our key personnel

will remain in senior management or advisory positions with the combined company.

The determination as to whether any of our key personnel

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

Following an initial business combination, we

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

We cannot assure you that we will

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

to enhance the incumbent management.

Stockholders May Not Have the Ability to

Approve Our Initial Business Combination

We may conduct redemptions without a stockholder

vote pursuant to the tender offer rules of the SEC.

However, we will seek stockholder approval if it is required by law or applicable

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

Presented in the table below is

a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required

under Delaware law for each such transaction.

Type of Transaction

Whether Stockholder Approval is

Purchase of assets

Purchase of stock of target not involving a merger with the company

Merger of target into a subsidiary of the company

Merger of the company with a target

Under Nasdaq’s listing rules, stockholder

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

we issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding;

any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more;

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

Permitted Purchases of our Securities

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 initial stockholders, directors, officers, advisors or their affiliates may purchase shares or rights in privately negotiated

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

There is no limit

on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions,

subject to compliance with applicable law and Nasdaq rules.

However, they have no current commitments, plans or intentions to engage

in such transactions and have not formulated any terms or conditions for any such transactions.

If they engage in such transactions,

they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or

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

We do not currently anticipate that such purchases, if any,

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

going-private rules under the Exchange Act;

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

are subject to such rules, the purchasers will comply with such rules.

Any such purchases will be reported pursuant to Section 13

and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

None of the funds held

in the trust account will be used to purchase shares or rights in such transactions prior to completion of our initial business combination.

The purpose of any such purchases of shares

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

approval of the initial 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 initial business combination, where it appears that such requirement

would otherwise not be met.

The purpose of any such purchases of rights could be to reduce the number of rights, or underlying shares,

Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise

have been possible.

In addition, if such purchases are made, the public “float” of our shares of Class A common stock

or rights may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain

or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, officers, directors and/or their

affiliates anticipate that they may identify the stockholders with whom our sponsor, officers, directors or their affiliates may pursue

privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by

stockholders following our mailing of proxy materials in connection with our initial business combination.

To the extent that our sponsor,

officers, directors, or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders

who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business

combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination.

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

Act and the other federal securities laws.

Any purchases by our sponsor, officers, directors

and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such

purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2)

and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain technical requirements that must be complied with in order for the

safe harbor to be available to the purchaser.

Our sponsor, officers, directors and/or their affiliates will not make purchases of common

stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Any such purchases will be reported

pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

Redemption Rights for Public Stockholders

upon Completion of our Initial Business Combination

We will provide our public stockholders with

the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination

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

to the consummation of the initial business

combination including interest earned on the

funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then

outstanding public shares, subject to the limitations described herein.

The amount in the trust account is initially anticipated to be

approximately $10.10 per public share.

Our initial stockholders, officers and directors and I-Bankers have entered into a letter agreement

with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, private placement shares,

representative shares and any public shares held by them in connection with the completion of our initial business combination.

Manner of Conducting Redemptions

We will provide our public stockholders with

the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination

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

tender offer.

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

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

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

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

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

our amended and restated certificate of incorporation would require stockholder approval.

If we structure an initial business combination

with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder

vote to approve the proposed initial business combination.

We may conduct redemptions without a stockholder vote pursuant to the tender

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

approval for business or other legal reasons.

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

to comply with such rules.

If a stockholder vote is not required and

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

of incorporation:

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

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial

business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of

our Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5

under the Exchange Act.

In the event we conduct redemptions pursuant

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

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

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

are not purchased by our sponsor, which number will be based on the requirement that we will only redeem our public shares so long as

(after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial

business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny

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

business combination.

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

not complete the initial business combination.

If, however, stockholder approval of the transaction

is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons,

we will, pursuant to our amended and restated certificate of incorporation:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

file proxy materials with the SEC.

In the event that we seek stockholder approval

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

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

If we seek stockholder approval, we will complete

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

any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business

of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business

combination opportunity to such entity prior to presenting such business combination opportunity to us.

Our officers and directors currently

have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

of a Target Business and Structuring of our Initial Business Combination

rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value

of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing

a definitive agreement in connection with our initial business combination.

The fair market value of our initial business combination

will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as

discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses or a valuation based on the financial

metrics of M&A transactions of comparable businesses.

If our board of directors is not able to independently determine the fair market

value of our initial business combination, we will obtain an opinion from an independent investment banking firm that is a member of

FINRA or an independent accounting firm with respect to the satisfaction of such criteria.

While we consider it unlikely that our board

of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may

be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount

of uncertainty as to the value of a target’s assets or prospects.

We do not intend to purchase multiple businesses in unrelated

industries in conjunction with our initial business combination.

Subject to this requirement, our management will have virtually unrestricted

flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our

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

any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities

of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act.

If we own or acquire less than 100% of the equity interests or assets of a target business

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

taken into account for purposes of Nasdaq’s 80% of net assets test.

There is no basis for investors in the IPO to evaluate the

possible merits or risks of any target business with which we may ultimately complete our initial business combination.

the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages

of development or growth we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor

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

risk factors.

evaluating a prospective business target, we conduct a thorough due diligence review, which encompasses among other things, meetings

with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as

a review of financial and other information that are made available to us.

costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination

is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

of Business Diversification

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

on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with

multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business.

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

diversification may:

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

particular industry in which we operate after our initial business combination, and

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

Ability to Evaluate the Target’s Management Team

we closely scrutinize the management of a prospective target business, including the management team of TruGolf, when evaluating the

desirability of effecting our initial business combination with that business, and plan to continue to do so if the TruGolf Business

Combination is not consummated and we seek another initial business combination], our assessment of the target business’ management

may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or abilities to manage

a public company.

Furthermore, the future role of members of our management team, if any, in the target business cannot presently be

stated with any certainty.

The determination as to whether any of the members of our management team will remain with the combined company

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

While it is possible that one or more of our directors will remain associated

in some capacity with us following our initial business combination, including the TruGolf Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent

to our initial business combination.

Moreover, we cannot assure you that members of our management team will have significant experience

or knowledge relating to the operations of the particular target business.

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

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

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

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

skills, knowledge or experience necessary to enhance the incumbent management.

May Not Have the Ability to Approve Our Initial Business Combination

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

However, we will seek stockholder approval

if it is required by law or applicable stock exchange rule (as is the case in the TruGolf Business Combination as currently contemplated),

or we may decide to seek stockholder approval for business or other legal reasons.

Presented in the table below is a graphic explanation

of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law

for each such transaction.

of Transaction

Stockholder Approval is Required

of stock of target not involving a merger with the company

of target into a subsidiary of the company

of the company with a target

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

issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock

then outstanding;

of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons

collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise

and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of

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

Purchases of our Securities

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

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

business combination.

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

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

vote at such meeting.

Our initial stockholders will count toward this quorum and pursuant to the letter agreement, our initial stockholders,

officers and directors and I-Bankers have agreed to vote their founder shares, private placement shares, representative shares and any

public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of our initial

There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates

may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules.

However, they have no current commitments,

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

engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information

not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

We do not currently anticipate

that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private

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

however, if the purchasers determine at the time of any such purchases

that the purchases are subject to such rules, the purchasers will comply with such rules.

Any such purchases will be reported pursuant

to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

funds held in the trust account will be used to purchase shares or rights in such transactions prior to completion of our initial business

purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase

the likelihood of obtaining stockholder approval of the initial 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 initial business combination,

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

The purpose of any such purchases of rights could be to reduce the

number of rights, or underlying shares, outstanding.

Any such purchases of our securities may result in the completion of our initial

business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float”

of our shares of Class A common stock or rights may be reduced and the number of beneficial holders of our securities may be reduced,

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

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

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

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

To the extent that our sponsor, officers, directors, or their affiliates enter into a private purchase, they would identify and contact

only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account

or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial

business combination.

For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will

have no effect on the approval of our initial business combination once a quorum is obtained.

As a result, in addition to founder shares,

private placement shares and representative shares, we would need only 4,433,401 shares, or 35.0%, of the 12,650,000 public shares sold

in the IPO to be voted in favor of an initial business combination (assuming all outstanding shares are voted), or 325,101 shares, or

2.6%, the 12,650,000 public shares sold in the IPO to be voted in favor of an initial business combination (assuming only a quorum is

present), in order to have our initial business combination approved.

We intend to give approximately 30 days (but not less than

10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve

Our sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply

with Regulation M under the Exchange Act and the other federal securities laws.

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

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

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

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

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

Our sponsor, officers, directors and/or their affiliates

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

Any such purchases

will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting

requirements.

Rights for Public Stockholders upon Completion of our Initial Business Combination

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

completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in

the trust account as of two business days prior to the consummation of the initial business combination including interest earned on

the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of

then outstanding public shares, subject to the limitations described herein.

The amount in the trust account was initially approximately

$10.10 per public share.

Our initial stockholders, officers and directors and I-Bankers have entered into a letter agreement with us,

pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, private placement shares, representative

shares and any public shares held by them in connection with the completion of our initial business combination.

“TruGolf Business Combination” above for more information on the redemption process and specifics for the TruGolf Business

of Conducting Redemptions

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

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

combination or (ii) by means of a tender offer.

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

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

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

stock exchange listing requirement.

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

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

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

If we structure

an initial business combination with a target company in a manner that requires stockholder approval, we will not have discretion as

to whether to seek a stockholder vote to approve the proposed initial business combination.

We may conduct redemptions without a stockholder

vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements

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

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

on Nasdaq, we will be required to comply with such rules.

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

to our amended and restated certificate of incorporation:

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

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

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

Exchange Act, which regulates the solicitation of proxies.

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

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

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

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

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

the expiration of the tender offer period.

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

than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that we

will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately

prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that

we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may

be contained in the agreement relating to our initial business combination.

If public stockholders tender more shares than we have offered

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

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

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

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

of proxies, and not pursuant to the tender offer rules, and

proxy materials with the SEC.

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

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

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

stock voted are voted in favor of the initial business combination.

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

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

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

Our initial stockholders will count toward this quorum and pursuant

to the letter agreement, our initial stockholders, officers and directors and I-Bankers have agreed to vote their founder shares, private

placement shares, representative shares and any public shares purchased during or after the IPO (including in open market and privately

negotiated transactions) in favor of our initial business combination.

For purposes of seeking approval of the majority of our outstanding

shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

As a result of the aggregate redemptions of public shares in connection with the 2022 Special Meeting and the number of outstanding founder

shares, private placement shares, representative shares and any public shares purchased during or after the IPO (including in open market

and privately negotiated transactions) held by our initial stockholders, officers and directors and I-Bankers, unless otherwise required

under applicable law, we will not require the vote of the holders of any of the public shares sold in our initial public offering to

be voted in favor of an initial business combination in order to have our initial business combination approved, as the founder shares

now constitute more than a majority of the total outstanding shares of common stock.

We intend to give approximately 30 days (but not

less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve

our initial business combination.

3 unchanged sentences

irrespective of whether they vote for or against the proposed transaction.

Our amended and restated certificate of incorporation

provides that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001

either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and

commissions (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.

For example, the proposed initial business

combination may require:

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

target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance

with the terms of the proposed initial business combination.

In the event the aggregate cash consideration we would be required to pay

for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions

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

the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned

to the holders thereof.

Limitation on Redemption upon Completion

of our Initial Business Combination if we Seek Stockholder Approval

Notwithstanding the foregoing, if we seek stockholder

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

15% of the shares sold in the IPO, which we refer to as the “Excess Shares.” Such restriction shall also be applicable to

our affiliates.

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

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

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

Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten

to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current

market price or on other undesirable terms.

By limiting our stockholders’ ability to redeem no more than 15% of the shares sold

in the IPO without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to

block our ability to complete our initial business combination, particularly in connection with an initial business combination with a

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

However, we would not be restricting

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

Tendering Stock Certificates in Connection

with a Tender Offer or Redemption Rights

We may require our public stockholders seeking

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

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

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

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

At Custodian) System, at the holder’s option.

The tender offer or proxy materials, as applicable, that we will furnish to holders

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

satisfy such delivery requirements.

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

until the close of the tender offer period, or up to two days prior to the vote on the initial business combination if we distribute proxy

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

Given the relatively short exercise

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

There is a nominal cost associated with the

above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.

The transfer agent

will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender

their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery

must be effectuated.

The foregoing is different from the procedures

used by many blank check companies.

In order to perfect redemption rights in connection with their business combinations, many blank check

companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply

vote against a proposed initial business combination and check a box on the proxy card indicating such holder was seeking to exercise

his or her redemption rights.

After the initial business combination was approved, the company would contact such stockholder to arrange

for him or her to deliver his or her certificate to verify ownership.

As a result, the stockholder then had an “option window”

after the completion of the initial business combination during which he or she could monitor the price of the company’s stock in

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

his or her shares to the company for cancellation.

As a result, the redemption rights, to which stockholders were aware they needed to

commit before the stockholder meeting, would become “option” rights surviving past the completion of the initial business

combination until the redeeming holder delivered its certificate.

The requirement for physical or electronic delivery prior to the meeting

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

Any request to redeem such shares, once made,

may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder meeting set forth in

our proxy materials, as applicable.

Furthermore, if a holder of a public share delivered its certificate in connection with an election

of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply

request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed

to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business

If our initial business combination is not

approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled

to redeem their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any certificates

delivered by public holders who elected to redeem their shares.

If our initial

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

target until 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if we extend the period of time to

consummate a business combination, as described in more detail in this Annual Report).

Ability to Extend Time to Complete Business

We will have until 12 months from the closing

of the IPO to consummate an initial business combination.

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

business combination within 12 months, we may extend the period of time to consummate a business combination up to two times, each by

an additional three months (for a total of up to 18 months to complete a business combination).

Pursuant to the terms of our amended and

restated certificate of incorporation and the trust agreement entered into between us and American Stock Transfer & Trust Company

on October 26, 2021, in order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates

or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account up

to $1,265,000 ($0.10 per share) on or prior

to the date of the applicable deadline, for each three month extension (or up to an aggregate of $2,530,000, or $0.20 per share, if we

extend for the full six months).

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

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

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

been timely deposited.

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

us to complete our initial business combination.

Redemption of Public Shares and Liquidation

if no Initial Business Combination

Our amended and restated certificate of incorporation

provides that we will have only 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if we extend the

period of time to consummate a business combination, as described in more detail in this Annual Report) to complete our initial business

If we are unable to complete our initial business combination within such 12-month period (or up to 18-month period), we

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

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

in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise

and income taxes (less up to $50,000 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

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

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

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

There will be no redemption

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

combination within the 12-month time period (or up to 18-month period).

Our initial stockholders, officers and directors

and I-Bankers have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions

from the trust account with respect to any founder shares, private placement shares or representative shares held by them if we fail to

complete our initial business combination within 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO

if we extend the period of time to consummate a business combination, as described in more detail in this Annual Report).

our initial stockholders officers or directors acquire public shares in or after the IPO, they will be entitled to liquidating distributions

from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted

12-month time period (or up to 18-month period).

Our initial stockholders, 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 (i) 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 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if we extend

the period of time to consummate a business combination, as described in more detail in this Annual Report) or (ii) with respect

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

stockholders with the opportunity to redeem their shares of Class A 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 earned on the funds held

in the trust account and not previously released to us to pay our franchise and income taxes divided by the number of then outstanding

public shares.

amended and restated certificate of incorporation provides that we will only redeem our public shares so long as (after such redemption)

our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination

and after payment of underwriters’ fees and commissions (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

For example, the proposed initial business combination may require:

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

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

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

In the event the aggregate cash

consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount

required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of

cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock

submitted for redemption will be returned to the holders thereof.

on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval

Notwithstanding

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

our 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 more than an aggregate of 15% of the shares sold in the IPO (the “Excess Shares.”) Such restriction shall also

be applicable to our affiliates.

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

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

as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other

undesirable terms.

Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in the IPO could

threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the

then-current market price or on other undesirable terms.

By limiting our stockholders’ ability to redeem no more than 15% of the

shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably

attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination

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

However, we would not

be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business

Stock Certificates in Connection with a Tender Offer or Redemption Rights

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

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

documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial

business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using

the DWAC System, at the holder’s option.

The tender offer or proxy materials, as applicable, that we will furnish to holders of

our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy

such delivery requirements.

Accordingly, a public stockholder would have from the time we send out our tender offer materials until the

close of the tender offer period, or up to two days prior to the vote on the initial business combination if we distribute proxy materials,

as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short exercise period,

it is advisable for stockholders to use electronic delivery of their public shares.

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

the DWAC System.

The transfer agent will typically charge the tendering broker $100.00 and it would be up to the broker whether or not

to pass this cost on to the redeeming holder.

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

to exercise redemption rights to tender their shares.

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

of the timing of when such delivery must be effectuated.

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

In order to perfect redemption rights in connection with

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

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

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

After the initial business combination was approved, the

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

the stockholder then had an “option window” after the completion of the initial business combination during which he or she

could monitor the price of the company’s stock in the market.

If the price rose above the redemption price, he or she could sell

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

As a result, the redemption

rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights

surviving past the completion of the initial business combination until the redeeming holder delivered its certificate.

The requirement

for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once

the initial business combination is approved.

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

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

Furthermore, if a holder of a public share delivered

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

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

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

promptly after the completion of our initial business combination.

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

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

In such case,

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

If our initial proposed initial

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

the end of the Combination Period.

to Extend Time to Complete Business Combination

Initial Combination Period was 12 months from the closing of the initial public offering, or until October 29, 2022.

However, we had

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

a total of up to 18 months to complete a business combination).

Pursuant to the terms of our amended and restated certificate of incorporation

and the trust agreement entered into between us and AST on October 26, 2021, in order to extend the time available for us to consummate

our initial business combination, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline,

had to deposit into the trust account up to $1,265,000 ($0.10 per share) on or prior to the date of the applicable deadline, for each

three month extension (or up to an aggregate of $2,530,000, or $0.20 per share, if we extend for the full six months).

Our sponsor and

its affiliates or designees were not obligated to fund the trust account to extend the Initial Combination Period.

effect the First Extension, on October 19, 2022, an aggregate of $1,265,000 pursuant to the First Sponsor Affiliate Note was deposited

into the trust account and the Initial Combination Period was extended from October 29, 2022 to January 29, 2023, which amount will be

included in the pro rata amount distributed to (i) all of the holders of the public shares upon our liquidation or (ii) holders of the

public shares who elect to have their shares redeemed in connection with the consummation of the initial business combination.

of utilizing the additional three-month extension available under the amended and restated certificate of incorporation, we held the

2022 Special Meeting to give our stockholders the opportunity to further amend the amended and restated certificate of incorporation

and approve the Second Extension.

As a result, we now have until July 29, 2023 (or such earlier date as determined by the board) to complete

our business combination.

we are unable to complete a business combination within the Combination Period, we will (i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding public

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

earned (less up to $50,000 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), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders

and the 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.

of Public Shares and Liquidation if no Initial Business Combination

we are unable to complete our initial business combination by the end of the Combination Period, we will:

(i) cease all operations except

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

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

earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $50,000

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 liquidating distributions, if any), subject

to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders

and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims

of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect

to our rights, which will expire worthless if we fail to complete our initial business combination within the Combination Period.

initial stockholders, officers and directors and I-Bankers have entered into a letter agreement with us, pursuant to which they have

waived their rights to liquidating distributions from the trust account with respect to any founder shares, private placement shares

or representative shares held by them if we fail to complete our initial business combination within the Combination Period.

if our initial stockholders officers or directors acquire public shares in or after the IPO, they will be entitled to liquidating distributions

from the trust account with respect to such public shares if we fail to complete our initial business combination within the Combination

initial stockholders, 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 (i) 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 (ii) with respect to any other

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

with the opportunity to redeem their shares of Class A 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 earned on the funds held in the trust

account and not previously released to us to pay our franchise and income taxes divided by the number of then outstanding public shares.

However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001

$5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’

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

If this optional redemption right

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

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

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

funded from amounts remaining out of the approximately $900,000 of proceeds held outside the trust account, although we cannot assure

you that there will be sufficient funds for such purpose.

We will depend on sufficient interest being earned on the proceeds held in the

trust account to pay any franchise and income tax obligations we may owe.

However, if those funds are not sufficient to cover the costs

and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account

not required to pay franchise and income taxes on interest income earned on the trust account balance, we may request the trustee to release

to us an additional amount of up to $50,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds

of the IPO and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into

account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would

be approximately $10.10.

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which

would have higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share redemption amount

received by stockholders will not be substantially less than $10.10.

Under Section 281(b) of the DGCL, our plan of dissolution must

provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient

either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and

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

If this optional redemption right is exercised

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

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

We expect that all costs and expenses

associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded, to the extent possible, from

the remaining amounts held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.

We will depend on sufficient interest being earned on the proceeds held in the trust account to pay any franchise and income tax obligations

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

to the extent that there is any interest accrued in the trust account not required to pay franchise and income taxes on interest income

earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $50,000 of such accrued

interest to pay those costs and expenses.

per-share redemption amount received by public stockholders was approximately $10.83 as of March 31, 2023.

deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than

the claims of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by stockholders

will not be substantially less than $10.83.

Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims

against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets.

These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders.

intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’

Although we will seek to have all vendors, service

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

interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee

that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against

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

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

assets, including the funds held in the trust account.

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

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

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

more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a

waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly

superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider

willing to execute a waiver.

MaloneBailey, LLP, our independent registered public accounting firm, and the underwriters of the offering,

will not execute agreements with us waiving such claims to the monies held in the trust account.

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.

Our sponsor has agreed that it will be liable

to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business

with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce

the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public

share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per share due to reductions

in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective

target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable)

nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities

under the Securities Act.

However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently

verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that 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.

officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target

In the event that the proceeds in the trust

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

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

which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has

no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against

our sponsor to enforce its indemnification obligations.

While we currently expect that our independent

directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that

our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action

is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that

a favorable outcome is not likely.

We have not asked our sponsor to reserve for such indemnification obligations and we cannot assure

you that our sponsor would be able to satisfy those obligations.

Accordingly, we cannot assure you that due to claims of creditors the

actual value of the per-share redemption price will not be less than $10.10 per public share.

We will seek to reduce the possibility that our sponsor

will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective

target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of

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

Our sponsor will also not be liable as to any claims under our indemnity of the underwriters

of the IPO against certain liabilities, including liabilities under the Securities Act.

We will have access to up to approximately $500,000

from the proceeds of the IPO with which to pay any such potential claims (including costs and expenses incurred in connection with our

liquidation, currently estimated to be no more than approximately $50,000).

In the event that we liquidate and it is subsequently determined

that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for

claims made by creditors.

In the event that our offering expenses exceed our estimate of $500,000, we may fund such excess with funds

from the funds not to be held in the trust account.

In such case, the amount of funds we intend to be held outside the trust account would

decrease by a corresponding amount.

Conversely, in the event that the offering expenses are less than our estimate of $500,000, the amount

of funds we intend to be held outside the trust account would increase by a corresponding amount.

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 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if we extend

the period of time to consummate a business combination, as described in more detail in this Annual Report) may be considered a liquidating

intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all

creditors’ claims.

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

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

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

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

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

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

If any third-party refuses

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

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

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

Examples of possible instances where

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

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

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

MaloneBailey and the underwriters of the

IPO will not execute agreements with us waiving such claims to the monies held in the trust account.

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.

has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us,

or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or

business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and

(ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than

$10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply

to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust

account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO

against certain liabilities, including liabilities under the Securities Act.

However, we have not asked our sponsor to reserve for such

indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations

and believe that 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.

None of our officers or directors will indemnify us for claims by third parties including, without

limitation, claims by vendors and prospective target businesses.

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

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

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

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

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

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 if, for

example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if

the independent directors determine that a favorable outcome is not likely.

We have not asked our sponsor to reserve for such indemnification

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

Accordingly, we cannot assure you that

due to claims of creditors the actual value of the per-share redemption price will not be less than $10.10 per public share.

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

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

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

Our sponsor will also not

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

the Securities Act.

We will have access to up to approximately $500,000 from the proceeds of the IPO with which to pay any such potential

claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately

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

stockholders who received funds from our trust account could be liable for claims made by creditors.

In the event that our offering expenses

exceed our estimate of $500,000, we may fund such excess with funds from the funds not to be held in the trust account.

In such case,

the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount.

Conversely, in the event

that the offering expenses are less than our estimate of $500,000, the amount of funds we intend to be held outside the trust account

would increase by a corresponding amount.

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 liquidating

distribution under Delaware law.

If the corporation complies with certain procedures

set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a

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

may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders,

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

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

anniversary of the dissolution.

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 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if we extend the period

of time to consummate a business combination, as described in more detail in this Annual Report), is not considered a liquidating 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 liquidating distribution.

If we are unable to complete our initial business combination within 12 months from the closing

of the IPO (or up to 18 months from the closing of the IPO if we extend the period of time to consummate a business combination, as described

in more detail in this Annual Report), 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 earned on the funds held in the trust account and

not previously released to us to pay our franchise and income taxes (less up to $50,000 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 liquidating 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

Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 12 th month (or

up to 21 st month) and, therefore, we do not intend to comply with those procedures.

As such, our stockholders could potentially

be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend

well beyond the third anniversary of such date.

Because we will not be complying with Section 280,

Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment

of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years.

because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective

target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or

prospective target businesses.

As described above, pursuant to the obligation

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

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

in the trust account.

As a result of this obligation, the claims

that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending

to the trust account is remote.

Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust

account are not reduced below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as

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

interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of the

IPO against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be

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

If we file a bankruptcy petition or an involuntary

bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy

law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.10 per share to our

public stockholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is

not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either

a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover

some or all amounts received by our stockholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty

to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying

public stockholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought

against us for these reasons.

Our public stockholders will be entitled to

receive funds from the trust account only upon the earlier 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 any provisions of 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 12 months from the closing of the IPO (or up to 18 months from the closing of the

IPO if we extend the period of time to consummate a business combination, as described in more detail in this Annual Report) or (B) with

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

redemption of all of our public shares if we are unable to complete our business combination within 12 months from the closing of the

IPO (or up to 18 months from the closing of the IPO if we extend the period of time to consummate a business combination, as described

in more detail in this Annual Report), subject to applicable law.

In no other circumstances will a stockholder

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

In the event we seek stockholder approval in connection with our initial

business combination, a stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s

redeeming its shares to us for an applicable pro rata share of the trust account.

Such stockholder must have also exercised its redemption

rights as described above.

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.

In identifying, evaluating and selecting a target

business for our initial business combination, we may encounter intense competition from other entities having a business objective similar

to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic

business combinations.

Many of these entities are well established and have extensive experience identifying and effecting business combinations

directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other resources than

Our ability to acquire larger target businesses will be limited by our available financial resources.

This inherent limitation

gives others an advantage in pursuing the initial business combination of a target business.

Furthermore, our obligation to pay cash in

connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial

business combination, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

We currently have two officers.

These individuals

are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary

to our affairs until we have completed our initial business combination.

The amount of time they will devote in any time period will vary

based on whether a target business has been selected for our initial business combination and the stage of the initial business combination

process we are in.

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

consider the Company’s relations with the Company’s employees to be good.

Periodic Reporting and Financial Information

Class A common stock and rights have been

registered under the Exchange Act and we have reporting obligations under such act, including the requirement that we file annual, quarterly

and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements

audited and reported on by our independent registered public accountants.

We will provide stockholders with audited financial

statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders

to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared in accordance

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

in accordance with the standards of the PCAOB.

These financial statement requirements may limit the pool of potential targets we may conduct

an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements

in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

We cannot assure

you that any particular target business identified by us as a potential business combination candidate will have financial statements

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

with the requirements outlined above.

To the extent that these requirements cannot be met, we may not be able to acquire the proposed

target business.

While this may limit the pool of potential business combination candidates, we do not believe that this limitation will

We will be required to evaluate our internal

control procedures for the fiscal year ending March 31, 2022 as required by the Sarbanes-Oxley Act.

Only in the event we are deemed to

be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have

our internal control procedures audited.

A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding

adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley

Act may increase the time and costs necessary to complete any such business combination.

We have no current intention of filing a Form 15

to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We will remain an emerging growth company until

the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in

which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,

which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the

prior September 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year

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

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

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

distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser

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

would be barred after the third anniversary of the dissolution.

if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event

we do not complete our initial business combination within the Combination Period is not considered a liquidating 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 liquidating distribution.

If we are unable to complete our initial business combination within the Combination Period, we will:

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

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

account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income

taxes (less up to $50,000 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 liquidating distributions,

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

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

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

Accordingly, it is our intention to redeem our public

shares as soon as reasonably possible following the end of the Combination Period and, therefore, we do not intend to comply with those

As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but

no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

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

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

the subsequent 10 years.

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

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

lawyers, investment bankers, etc.) or prospective target businesses.

described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers,

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

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

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

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

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

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

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

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

underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver

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

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

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

third parties with priority over the claims of our stockholders.

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

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

Additionally, if we file a bankruptcy petition or an

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

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

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

Furthermore, our board of directors

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

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

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

public stockholders will be entitled to receive funds from the trust account only upon the earlier 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 any provisions of 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-initial 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

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

In the event we seek stockholder

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

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

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

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.

identifying, evaluating and selecting a target business for our initial business combination, such as TruGolf, we have encountered and

may continue to encounter intense competition from other entities having a business objective similar to ours, including other blank

check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations.

Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or

through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other resources than we do.

ability to acquire larger target businesses will be limited by our available financial resources.

This inherent limitation gives others

an advantage in pursuing the initial business combination of a target business.

Furthermore, our obligation to pay cash in connection

with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination,

and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors

may place us at a competitive disadvantage in successfully negotiating an initial business combination.

currently have two officers.

These individuals are not obligated to devote any specific number of hours to our matters but they devote

as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time

they devote in any time period varies based on the stage of the initial business combination process we are in.

We do not intend to have

any full-time employees prior to the completion of our initial business combination.

We consider our relations with our employees to

Reporting and Financial Information

Class A common stock and rights have been registered under the Exchange Act and we have reporting obligations under such act, including

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

In accordance with the requirements of the Exchange

Act, our annual reports, such as this Report, will contain financial statements audited and reported on by our independent registered

public accountants.

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

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

In all likelihood, these financial

statements will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical

financial statements may be required to be audited in accordance with the standards of the PCAOB.

These financial statement requirements

may limit the pool of potential targets we may conduct an initial business combination with because some targets may be unable to provide

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

within the prescribed time frame.

We cannot assure you that any particular target business identified by us as a potential business combination

candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare

its financial statements in accordance with the requirements outlined above.

To the extent that these requirements cannot be met, we

may not be able to acquire the proposed target business.

While this may limit the pool of potential business combination candidates,

we do not believe that this limitation will be material.

will be required to evaluate our internal control procedures for the fiscal year ending March 31, 2023 as required by the Sarbanes-Oxley

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

company, will we be required to have our internal control procedures audited.

A target company may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity

to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent

to the consummation of our initial business combination.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following October 29, 2026, (b) in

which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which

means the market value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the prior September

30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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

What changed 10-K

Item 1. Business