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Item 1A. Risk Factors

2023-03-31 compared with 2022-03-30 · 1640 added, 1868 removed, 16 unchanged (100% of the section changed)

Risk Factors.

Summary Risk Factors

are a newly formed company that has conducted no operations and has generated no revenues.

Until we complete our initial business combination,

we will have no operations and will generate no operating revenues.

In making your decision whether to invest in our securities, you

should take into account not only the background of our management team, but also the special risks we face as a blank check company.

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors”

immediately following this summary.

These risks include, among others, the following:

Risks Relating to a Business Combination and

Post Business Combination Risks

We are a newly formed company with no operating history and no revenues.

Our public stockholders may not be afforded an opportunity to vote on our proposed business combination.

If we seek stockholder approval of our initial business combination, our sponsor and the anchor investors have agreed to vote any founder shares held by them in favor of such initial business combination.

Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

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

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination.

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful.

The requirement that we

complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us.

We may not be able to complete

our initial business combination within the prescribed time frame.

we seek stockholder approval of our initial business combination, our sponsor, directors,

officers, advisors and their affiliates may elect to purchase shares or public warrants from

public stockholders.

have identified material weaknesses in our internal control over financial reporting.

we are unable to develop and maintain an effective system of internal control over financial

reporting, we may not be able to accurately report our financial results in a timely

manner, which may adversely affect investor confidence in us and materially and adversely

affect our business and operating results, and we may face litigation as a result.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, such shares may not be redeemed.

You will not have any rights or interests in funds from the trust account.

NASDAQ may delist our securities from trading on its exchange.

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

If we seek stockholder approval of our initial business combination, you may lose the ability to redeem all such shares in excess of 15% of our Class A common stock.

As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer.

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

Our search for a business combination may be materially adversely affected by COVID-19.

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

We may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.10 per share.

We may depend on loans from our sponsor or management team to fund our search for a business combination.

After the completion of our initial business combination, we may be required to take write-downs or write-offs.

If third parties bring claims against us, the proceeds held in the trust account could be reduced.

Our independent directors may decide not to enforce the indemnification obligations of our sponsor.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We and our board may be exposed to claims of punitive damages.

Claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

We may be required to institute burdensome compliance requirements and our activities may be restricted.

Changes in laws or regulations may adversely affect our business.

Our stockholders may be held liable for claims by third parties against us .

We may not hold an annual meeting of stockholders until after the consummation of our initial business combination.

We are not registering the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act.

The grant of registration rights to our initial stockholders and the anchor investors may make it more difficult to complete our initial business combination.

We ratified certain action pursuant to Section 204 of the DGCL and filed a Certificate of Validation.

Because we are not limited to a particular industry, you will be unable to ascertain the merits or risks of any particular target business’ operations.

Because we intend to seek a business combination with a target business in the energy industry in North America, we expect our future operations to be subject to risks associated with this sector.

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

We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.

We may enter into our initial business combination with a target that does not meet certain criteria and guidelines.

We may seek acquisition opportunities with an early stage company.

We are not required to obtain an opinion from an independent investment banking firm.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

We may issue additional shares of common stock or preferred stock to complete our initial business combination and may issue shares of common stock or preferred stock under an employee incentive plan.

Resources could be wasted in researching acquisitions that are not completed.

Risks Relating to our Sponsor and Management Team

We are dependent upon our officers and directors, and their loss could adversely affect our ability to operate.

We are dependent upon the efforts of members of our management team.

Members of our management team may negotiate employment or consulting agreements with a target business in connection with a particular business combination.

We may have a limited ability to assess the management of a prospective target business.

Our officers and directors may allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

Certain of our officers and directors may in become affiliated with entities engaged in business activities similar to those intended to be conducted by us.

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders.

We may not have an audit committee consisting entirely of independent directors for up to a year following our initial public offering.

A conflict of interest may arise in determining whether a particular business combination target is appropriate.

Our officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value.

We may issue notes or other debt securities, or otherwise incur substantial debt.

We may only be able to complete one business combination with the proceeds of the IPO and the sale of the private placement warrants, which will cause us to be solely dependent on a single business.

We may attempt to simultaneously complete business combinations with multiple prospective targets.

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

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

We do not have a specified maximum redemption threshold.

Unlike many blank check companies, our balance sheet reflects negative stockholders’ equity.

We may seek to amend our amended and restated certificate of incorporation in a manner that will make it easier for us to complete our initial business combination but that our stockholders may not support.

The provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity may be amended with the approval of holders of 65% of our common stock.

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

Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote,.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants.

We may redeem your unexpired warrants before their exercise at a time that is disadvantageous to you.

Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to complete our business combination.

The units may be worth less than units of other special purpose acquisition companies, or SPACs.

Our warrant agreement may make it more difficult for us to consummate an initial business combination.

Risks Relating to our Securities

We may lose the ability to complete an otherwise advantageous initial business combination.

● There is increasing scrutiny and changing expectations from investors, lenders, customers and other market

participants with respect to our Environmental, Social and Governance, or ESG

We are an emerging growth company and a smaller reporting company.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our initial business combination.

Our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us.

Our amended and restated certificate of incorporation could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Cyber incidents could result in information theft, data corruption, operational disruption and/or loss.

An investment may result in uncertain or adverse United States federal income tax consequences.

If we complete our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks.

business involves significant risks, some of which are described below.

9 unchanged sentences

risk factors and the risks described elsewhere in this Annual Report on Form 10-K.

Risks Relating to our

Search for, Consummation of, or Inability to Consummate, a Business Combination and Post Business Combination Risks

We are a newly formed

company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

are a newly formed company with no operating results.

Because we lack an operating history, you have no basis upon which to evaluate

our ability to achieve our business objective of completing our initial business combination with one or more target businesses.

no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to

complete our business combination.

If we fail to complete our business combination, we will never generate any operating revenues.

Our public stockholders

may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination

even though holders of a majority of our common stock do not support such a combination.

may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder

approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other

legal reasons.

Except as required by law, the decision as to whether we will seek stockholder approval of a proposed business combination

or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based

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

seek stockholder approval.

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

stock do not approve of the business combination we complete.

If we seek stockholder

approval of our initial business combination, our sponsor and the anchor investors have agreed to vote any founder shares held by them

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

Unlike many other blank check companies in which the

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

connection with an initial business combination, our sponsor has agreed to vote its founder shares, as well as any public shares purchased

during or after the IPO, and the anchor investors have agreed to vote any founder shares held by them, in favor of our initial business

Our sponsor owns shares representing 20% of our outstanding shares of common stock.

Accordingly, if we seek stockholder approval

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

if our sponsor agreed to vote its founder shares in accordance with the majority of the votes cast by our public stockholders.

We have identified material weaknesses in

our internal control over financial reporting.

If we are unable to develop and maintain an effective system of internal control over financial

reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence

in us and materially and adversely affect our business and operating results, and we may face litigation as a result.

In connection with the

preparation of our financial statements as of September 30, 2021, we reevaluated the classification of the Class A common stock subject

to possible redemption.

This revaluation was due to a recent notification from the SEC that SPAC’s must not report possible redemption

of stock as permanent equity.

After consultation with the chairman of our audit committee, our management concluded that the previously

issued audited balance sheet dated as of August 17, 2021 related to the consummation of our initial public offering, which should be restated

to report all Class A common stock subject to possible redemption as temporary equity.

As part of such process, we identified a material

weakness in our internal control over financial reporting related to the lack of ability to account for complex financial instruments.

During the quarter ended December 31, 2021, management identified a material weakness in internal control relating to the over-allotment

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that

there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or

detected and corrected, on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and

prevent fraud, and material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could

result in a material misstatement of our annual or interim financial statements.

In such a case, we may be unable to maintain compliance

with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements,

investors may lose confidence in our financial reporting, our securities price may decline and we may face litigation as a result.

continue to evaluate steps to remediate the material weaknesses.

These remediation measures may be time consuming and costly and there

is no assurance that these initiatives will ultimately have the intended effects.

However, we cannot assure you that the measures we have

taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Your only opportunity

to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem

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

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

target businesses.

Since our Board may complete a business combination without seeking stockholder approval, public stockholders may

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

Accordingly, if we do not

seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be

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

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

The ability of our

public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets,

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

may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that

we have a minimum net worth or a certain amount of cash.

If too many public stockholders exercise their redemption rights, we would not

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

Furthermore, in

no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon completion

of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules) or any greater net

tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination.

Consequently,

if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 upon completion

of our initial business combination or such greater amount necessary to satisfy a closing condition as described above, we would not

proceed with such redemption and the related business combination and may instead search for an alternate business combination.

targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

The ability of our

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

desirable business combination or optimize our capital structure.

the time we enter into an agreement for our initial business combination, we will not know how many public stockholders may exercise

their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that

will be submitted for redemption.

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

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

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

In addition, if a larger number of shares are submitted

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

trust account or arrange for third party financing.

Raising additional third-party financing may involve dilutive equity issuances or

the incurrence of indebtedness at higher than desirable levels.

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

business combination available to us or optimize our capital structure.

The amount of the deferred underwriting commissions payable to

the underwriters will not be adjusted for any shares that are redeemed in connection with a business combination.

The per-share amount

we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission

and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred

underwriting commissions.

The ability of our

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

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

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

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

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

the trust account.

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

however, at such time our

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

In either situation, you may suffer a material loss

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

your stock in the open market.

The requirement that

we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in

negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as

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

value for our stockholders.

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

our initial business combination within 12 months (or within 18 months if we extend the period of time to consummate our initial business

combination in accordance with the terms described in the IPO’s registration statement) from the closing of the IPO.

Consequently,

such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial

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

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

In addition, we may have limited time to conduct

due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We may not be able

to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for

the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive

$10.10 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

amended and restated certificate of incorporation provides that we must complete our initial business combination within 12 months (or

within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described

in the IPO’s registration statement) from the closing of the IPO.

We may not be able to find a suitable target business and complete

our initial business combination within such time period.

Our ability to complete our initial business combination may be negatively

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

the coronavirus (“COVID-19”) outbreak continues to grow both in the U.S.

and globally and, while the extent of the impact

of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including

as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable

to us or at all.

Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire.

If we have not completed

our initial business combination within such time period, we will:

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

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

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held

in the trust account and not previously released to us to pay our franchise and income taxes as well as expenses relating to the administration

of the trust account (less up to $100,000 of interest released to us 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, 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.

In such case, our

public stockholders may only receive $10.10 per share, and our warrants will expire worthless.

In certain circumstances, our public stockholders

may receive less than $10.10 per share on the redemption of their shares.

See “— If third parties bring claims against

us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less

than $10.10 per share” and other risk factors in this section.

If we seek stockholder

approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares

or public warrants from public stockholders or public warrant holders, which may influence a vote on a proposed business combination

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

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

pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants

or a combination thereof in privately negotiated transactions or in the open market either before or after the completion of our initial

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

Such a purchase may include a contractual acknowledgement that

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

exercise its redemption rights.

There is no limit on the number of shares our sponsor, directors, officers, advisors or their affiliates

may purchase in such transactions, subject to compliance with applicable law and the rules of NASDAQ.

However, other than as expressly

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

or conditions for any such transactions.

None of the funds in the trust account will be used to purchase shares or public warrants in

such transactions.

If our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions

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

revoke their prior elections to redeem their shares.

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

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

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

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

The purpose of any such purchases of shares

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

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

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

The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such

warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination.

Any such purchases

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

Any such purchases

will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such

reporting requirements.

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

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

on a national securities exchange.

If a stockholder

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

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

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

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

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

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

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

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

For example, 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 before the date set forth in the tender offer documents or proxy materials mailed to such holders,

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

or to deliver their shares to the transfer agent electronically.

If a stockholder fails to comply with these or any other procedures,

its shares may not be redeemed.

You will not have

any rights or interests in funds from the trust account, except under certain limited circumstances.

To liquidate your investment, therefore,

you may be forced to sell your public shares or warrants, potentially at a loss.

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

(i) our completion

of an initial business combination, and then only in connection with those shares of our common stock that such stockholder properly

elected to redeem, subject to limitations, (ii) the redemption of any public shares properly submitted in connection with a stockholder

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

100% of our public shares if we do not complete our initial business combination within 12 months (or within 18 months if we extend the

period of time to consummate our initial business combination in accordance with the terms described in the IPO’s registration

statement) from the closing of the IPO or (b) relating to any other provision relating to stockholders’ rights or pre-initial business

combination activity, and (iii) the redemption of our public shares if we are unable to complete an initial business combination

within 12 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with

the terms described in the IPO’s registration statement) from the closing of the IPO, subject to applicable law and as further

described herein.

In addition, if we are unable to complete an initial business combination within 12 months (or within 18 months if

we extend the period of time to consummate our initial business combination in accordance with the terms described in the IPO’s

registration statement) from the closing of the IPO for any reason, compliance with Delaware law may require that we submit a plan of

dissolution to our then-existing stockholders for approval before the distribution of the proceeds held in our trust account.

case, public stockholders may be forced to wait beyond 12 months (or 18 months) from the closing of the IPO before they receive funds

from our trust account.

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

Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants.

Accordingly, to liquidate

your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

NASDAQ may delist

our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject

us to additional trading restrictions.

cannot assure you that our securities will continue to be listed on NASDAQ in the future or before our initial business combination.

In order to continue listing our securities on NASDAQ before our initial business combination, we must maintain certain financial, distribution

and stock price levels.

Generally, we must maintain a minimum amount in stockholders’ equity and a minimum number of holders of

our securities.

following risk factors apply to our business and operations.

These risk factors are not exhaustive, and investors are encouraged to perform

their own investigation with respect to the business, financial condition and prospects of our business, financial condition and prospects.

You should carefully consider the following risk factors in addition to the other information included in this Report, including matters

addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and

uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial

The following discussion should be read in conjunction with our financial statements and notes to the financial statements

included herein.

Related to Our Business, Operations and Industry

commercial success depends on our ability to develop and operate production facilities for the commercial production of renewable gasoline.

business strategy includes growth primarily through the construction and development of commercial production facilities, including the

development of our first commercial production facility which we expect to support first commercial production of renewable gasoline

as early as the first half of 2025.

This strategy depends on our ability to successfully construct and complete commercial production

facilities on favorable terms and on our expected schedule, obtain the necessary permits, governmental approvals and carbon credit qualifications

needed to operate our commercial production facilities and identify and evaluate development and partnership opportunities to expand

our business.

We cannot guarantee that we will be able to successfully develop commercial production facilities, obtain necessary approval,

qualifications and permits necessary to operate, identify new opportunities and develop new technologies and commercial production facilities,

or establish and maintain our relationships with key strategic partners.

In addition, we will compete with other companies for these

development opportunities, which may increase our costs.

We also expect to achieve growth through the expansion of our in-process projects

as the facilities are expanded or otherwise begin to produce renewable gasoline, but we cannot assure you that we will be able to reach

or renew the necessary agreements to complete these commercial production facilities or expansions.

If we are unable to successfully

identify and consummate future commercial production facility opportunities or complete or expand our planned commercial production facilities,

it will impede our ability to execute our growth strategy.

Our ability to develop and operate commercial

production facilities, as well as expand production at future commercial production facilities, is subject to many risks beyond our control,

regulatory changes that affect the value of renewable fuels including changes to existing federal RFS program or state level low-carbon fuel credit systems, which could have a significant effect on the financial performance of our commercial production facilities and the number of potential projects with attractive economics;

technological risks, including technological advances or changes in production methods that may render our technologies and products obsolete or uneconomical, delaying or failing to adapt or incorporate technological advances, new standards or production technologies that may require us to make significant expenditures to replace or modify our operations, and challenges in obtaining, implementing or financing any new technologies;

competition from other carbon-based and non-carbon-based fuel producers;

changes in energy commodity prices, such as crude oil and natural gas as well as wholesale electricity prices, which could have a significant effect on our revenues and expenses;

changes in quality standards or other regulatory changes that may limit our ability to produce renewable gasoline or increase the costs of processing renewable gasoline;

changes in the broader waste collection industry or changes to environmental regulations governing the industry, including changes affecting the waste collection and biogas potential of the landfill industry, which could limit the renewable fuel feedstock that we currently target for our commercial production facilities;

substantial construction risks, including the risk of delay, that may arise due to forces outside of our control, including those related to engineering and environmental problems, changes in laws and regulations and inclement weather and labor disruptions;

the ability to establish and maintain our relationships with key strategic partners, on favorable terms or at all;

disruptions in sales, productions, service or other business activities or our inability to attract and retain qualified personnel;

operating risks and the effect of disruptions on our business, including the effects of global health crises or pandemics (such as COVID-19), weather conditions, catastrophic events such as fires, explosions, earthquakes, droughts and acts of terrorism, and other force majeure events on us, our customers, suppliers, distributors and subcontractors;

accidents involving personal injury or the loss of life;

entering into markets where we have less experience than our competitors;

challenges arising from our ability to recruit and retain key personnel;

the ability to obtain financing for a commercial production facility on acceptable terms or at all and the need for substantially more capital than initially budgeted to complete a commercial production facility and exposure to liabilities as a result of unforeseen environmental, construction, technological or other complications;

failures or delays in obtaining desired or necessary land rights, including ownership, leases, easements, zoning rights or building permits;

a decrease in the availability, pricing or timeliness of delivery of raw materials and components, necessary for the commercial production facilities to function;

obtaining and keeping in good standing permits, authorizations and consents (including environmental and operating permits) from local city, county, state or U.S.

federal governments as well as local and U.S.

federal governmental organizations;

difficulties in identifying, obtaining and permitting suitable sites for new commercial production facilities;

identifying potential customers for our products or entering into contracts to sell our products on favorable terms.

Any of these factors could prevent us from developing,

operating or expanding our commercial production facilities, or otherwise adversely affect our business, financial condition and results

of operations.

limited history makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment.

were formed in 2020 and although our core syngas-to-gasoline technology has been developed and tested for over thirteen years, we have

not produced gasoline on a large-scale, commercial level.

As a result, we have a limited operating history upon which to evaluate our

business and future prospects, which subjects us to a number of risks and uncertainties, including our ability to plan for and predict

future growth.

Since our founding, and acquisition of the STG+® technology in 2020, we have made significant progress towards constructing

our first commercial production facility.

Following the acquisition of the patented STG+® process and demonstration facility with

over 10,500 historical operating hours, we have continued to focus on commercial scale production of on-spec renewable gasoline from

renewable feedstocks.

The reactor designs, gas velocity, process configurations, and control system of the demonstration facility are

representative of a full-scale syngas-to-gasoline production facility.

We have also participated in carbon lifecycle studies to validate

the carbon intensity (“CI”) score and reduced lifecycle carbon emissions of our renewable gasoline as well as fuel testing

studies to validate the specification and performance of our gasoline product.

As we continue to develop our first commercial production

facility, we expect our operating losses and negative operating cash flows to grow until first commercial production.

have encountered and expect to continue to encounter risks and difficulties experienced by growing companies in rapidly developing and

changing industries, including challenges related to achieving market acceptance of our renewable fuel, competing against companies with

greater financial and technical resources, competing against entrenched incumbent competitors that have long-standing relationships with

our prospective customers in the commercial renewable fuels market, recruiting and retaining qualified employees, and making use of our

limited resources.

We cannot ensure that we will be successful in addressing these and other challenges that we may face in the future,

and our business may be adversely affected if we do not manage these risks appropriately.

As a result, we may not attain sufficient revenue

to achieve or maintain positive cash flow from operations or profitability in any given period, or at all.

may be unable to qualify for existing federal and state level low-carbon fuel credits and the carbon credit markets may not develop as

quickly or efficiently as we anticipate or at all.

The continued development of carbon credit marketplaces will be crucial

for our success, as we expect carbon credits (including, for example, the RFS for the D3 RIN and various state carbon programs such as

California’s LCFS) to be a significant source of future revenue.

The efficiency of the voluntary carbon credit market is currently

affected by several concerns, including insufficiency of demand, the risk that carbon reduction credits could be counted multiple times

and a lack of standardization of credit verification.

Additionally, the value of products produced using our process technologies may

be dependent on the value of carbon credits which may fluctuate based on these market forces.

Under the current RFS regulations, renewable

gasoline produced from separated yard waste, crop residue, slash, and pre-commercial thinnings, biogenic components of separated municipal

solid waste, cellulosic components of separated food waste, and cellulosic components of annual cover crops through a gasification and

upgrading process qualifies for D3 RINs.

Our commercial production facilities will utilize gasification and upgrading to produce renewable

gasoline from one or more of these feedstocks.

Accordingly, we believe that the renewable gasoline produced by our commercial production

facilities will qualify for D3 RINs and intend to register with EPA as a producer of RINs prior to the commercial operation of our first

commercial production facility.

However, if our renewable gasoline is unable to qualify under the RFS for the D3 RIN and various state

carbon programs, our financial condition and results of operations could be adversely impacted.

Delayed development of carbon credit markets,

as well as any decline in the value of carbon credits or other incentives associated with products produced using our process technologies,

could also negatively impact the commercial viability of our commercial production facilities and could limit the growth of the business

and adversely impact our financial condition and future results.

There is a risk that the supply of low-carbon alternative materials and

products outstrips demand, resulting in the value of carbon credits declining.

Any decline in the value of carbon credits or other incentives

associated with products produced using our process technologies could harm our results of operations, cash flow and financial condition.

The value of carbon credits and other incentives may also be adversely affected by legislative, agency, or judicial determinations.

capital investment is required to develop and conduct our operations and we intend to raise additional funds through debt financing for

our planned operations.

These funds may not be available when needed.

construction and development of our proposed commercial production facilities through 2024 requires substantial capital investment.

intend to fund approximately 70% of such capital in the future through debt financing, which may include project financing, industrial

revenue bonds, pollution control bonds or some other combination.

While we have been in discussions with banks and other credit counterparties

regarding project financing, industrial revenue bonds, or pollution control bonds, and these discussions have led to indications of debt

financing equivalent to 70% of our expected capital expenditure requirements through 2024, there can be no assurance that we will be

successful in obtaining such financing.

If we are unable to obtain debt financing on favorable terms or at all, or, if proceeds raised

in our transaction with CENAQ are less than expected, our development timeline may be delayed and would require raising of additional

equity or debt capital.

Additionally,

in connection with our initial business combination, we will be required to demonstrate compliance with NASDAQ’s initial listing

requirements, which are more rigorous than NASDAQ’s continued listing requirements, in order to continue to maintain the listing

of our securities on NASDAQ.

For instance, our stock price would generally be required to be at least $4.00 per share.

We cannot assure

you that we will be able to meet those initial listing requirements at that time.

NASDAQ delists our securities from trading on its exchange and we are not able to list our securities on another national securities

exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material

adverse consequences, including:

● a limited availability

of market quotations for our securities;

● reduced liquidity

for our securities;

● a determination

that our Class A common stock is a “penny stock” which will require brokers

trading in our Class A common stock to adhere to more stringent rules and possibly result

in a reduced level of trading activity in the secondary trading market for our securities;

● a limited amount

of news and analyst coverage;

● a decreased ability

to issue additional securities or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the

sale of certain securities, which are referred to as “covered securities.” Our units, Class A common stock and warrants

are covered securities.

Although the states are preempted from regulating the sale of our securities, the federal statute does allow

the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states

can regulate or bar the sale of covered securities in a particular case.

While we are not aware of a state having used these powers to

prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities

regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of

securities of blank check companies in their states.

Further, if we were no longer listed on NASDAQ, our securities would not be covered

securities and we would be subject to regulation in each state in which we offer our securities.

You will not be entitled

to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of the IPO and the sale of the private placement

warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may

be deemed to be a “blank check” company under the United States securities laws.

However, because we did not have net

tangible assets in excess of $5,000,001 upon the successful completion of the offering and the sale of the private placement warrants

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

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

Accordingly, investors will not be afforded the benefits

or protections of those rules.

Among other things, this means our units will be immediately tradable and we will have a longer period

of time to complete our business combination than do companies subject to Rule 419.

Moreover, if the IPO was subject to Rule 419,

that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the

trust account were released to us in connection with our completion of an initial business combination.

If we seek stockholder

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

of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares

in excess of 15% of our Class A common stock.

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

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

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

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an

aggregate of 15% of the shares sold in the IPO, which we refer to as the “Excess Shares.” However, our amended and restated

certificate of incorporation does not restrict our stockholders’ ability to vote all of their shares (including Excess Shares)

for or against our business combination.

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

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

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

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

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

As the number of

special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition

for attractive targets.

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

a target or to consummate an initial business combination.

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

Many potential targets

for special purpose acquisition companies have already entered into an initial business combination, and there are still many special

purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration.

a result, at times, fewer attractive targets may be available to consummate an initial business combination.

In addition, because there are more special

purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available

targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial

Changes in the market for directors

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

In recent months, the market for directors

and officers liability insurance for special purpose acquisition companies has changed.

The premiums charged for such policies have generally

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

There can be no assurance that these trends will not continue.

The increased cost and decreased availability

of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business

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

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

However, any failure to

obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability

to attract and retain qualified officers and directors.

In addition, even after we were to complete

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

alleged to have occurred prior to the initial business combination.

As a result, in order to protect our directors and officers, the post-business

combination entity will likely need to purchase additional run-off insurance with respect to any such claims.

The need for run-off insurance

would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an

initial business combination on terms favorable to our investors.

Our search for a business combination,

and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent

COVID-19 outbreak and the status of debt and equity markets.

In December 2019, a novel strain

of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of

the world, including the United States.

On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public

Health Emergency of International Concern.” On January 31, 2020, U.S.

Health and Human Services Secretary Alex M.

Azar II declared

a public health emergency for the United States to aid the U.S.

healthcare community in responding to COVID-19, and on March 11,

2020 the World Health Organization characterized the outbreak as a “pandemic”.

A significant outbreak of COVID-19 and other

infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide,

and the business of any potential target business with which we consummate a business combination could be materially and adversely affected.

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

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

to negotiate and consummate a transaction in a timely manner.

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

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

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

If the disruptions posed by COVID-19 or

other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations

of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

In addition, our ability to consummate

a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other related events

could have a material adverse effect on our ability to raise adequate financing, including as a result of increased market volatility,

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

Because of our limited resources

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

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

per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless.

We expect to encounter intense competition

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

other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,

acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess greater technical,

human and other resources or more local industry knowledge than we do, and our financial resources will be relatively limited when contrasted

with those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire with the net

proceeds of the IPO and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain

target businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others

an advantage in pursuing the acquisition of certain target businesses.

Furthermore, because we are obligated

to pay cash for the shares of Class A common stock that our public stockholders redeem in connection with our initial business combination,

target companies will be aware that this may reduce the resources available to us for our initial business combination.

This may place

us at a competitive disadvantage in successfully negotiating a business combination.

If we are unable to complete our initial business

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

will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.10 per share upon our liquidation.

See “If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption

amount received by stockholders may be less than $10.10 per share” and other risk factors in this section.

If the net proceeds of the IPO

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

the next 12 months, we may be unable to complete our initial business combination, in which case our public stockholders may only receive

$10.10 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

The funds available to us outside of

the trust account may not be sufficient to allow us to operate for at least the next 12 months, assuming that our initial business combination

is not completed during that time.

We believe that, upon the closing of the IPO, the funds available to us outside of the trust account

will be sufficient to allow us to operate for at least the next 12 months;

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

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

for a target business.

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

in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with

other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although

we do not have any current intention to do so.

If we entered into a letter of intent or merger agreement where we paid for the right to

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

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

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

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

In certain circumstances, our public stockholders may

receive less than $10.10 per share upon our liquidation.

See “-If third parties bring claims against us, the proceeds held in the

trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share” and

other risk factors in this section.

If the net proceeds of the IPO and the sale

of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our

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

or management team to fund our search for a business combination, to pay our franchise and income taxes as well as expenses relating to

the administration of the trust account and to complete our initial business combination.

If we are unable to obtain these loans, we may

be unable to complete our initial business combination.

the net proceeds of the IPO and the sale of the private placement warrants, only approximately $600,000 was available to us

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

Our offering expenses of $576,438 did not exceed our

estimate of $900,000.

If the offering expenses had exceeded our estimate, we would fund such excess with 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, since the offering expenses were less

than our estimate of $900,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding

If we are required to seek additional capital, we would need to withdraw interest from the trust account as described

elsewhere in this Annual Report and/or borrow funds from our sponsor, management team or other third parties to operate, or we may

be forced to liquidate.

None of our sponsor, members of our management team, nor any of their affiliates is under any obligation to

advance funds to us in such circumstances.

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

funds released to us upon completion of our initial business combination.

We do not expect to seek loans from parties other than our

sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver

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

If we are unable to obtain these loans, we may be unable to

complete our initial business combination.

If we are unable to complete our initial business combination because we do not have

sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

Consequently, our public

stockholders may only receive approximately $10.10 per share on our redemption of our public shares, and our warrants will expire

In certain circumstances, our public stockholders may receive less than $10.10 per share on the redemption of their

See “If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

per-share redemption amount received by stockholders may be less than $10.10 per share” and other risk factors in this

After the completion of our initial

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

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

or all of your investment.

Even if we conduct extensive due diligence

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

inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence,

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

As a result of these factors, we may be

forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in

our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise, and previously known

risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be non-cash items and

not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions

about us or our securities.

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

subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value

of their shares.

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

If third parties bring claims against

us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than

$10.10 per share.

Our placing of funds in the trust account

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

Although we will seek to have all vendors, service providers (other than

our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving

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

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

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

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

assets, including the funds held in the trust account.

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

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

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

more beneficial to us than any alternative.

Making such a request of potential target businesses may make our acquisition proposal less

attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential

target businesses that we might pursue.

Examples of possible instances where

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

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

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

In addition, there is no guarantee that such

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

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

Upon redemption of our public shares, if we are

unable to complete our business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection

with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought

against us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public stockholders

could be less than the $10.10 per share initially held in the trust account, due to claims of such creditors.

Our sponsor has agreed that

it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target

business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below

(i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation

of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay

taxes as well as expenses relating to administration of the trust account.

This liability will not apply with respect to any claims by

a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity

of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

Moreover, if an executed waiver

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

third-party claims.

Our sponsor does not have sufficient funds to satisfy its indemnity obligations and our sponsor’s only assets

are securities of our company.

We have not asked our sponsor to reserve for such indemnification obligations.

Therefore, we cannot assure

you that our sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust

account, the funds available for our initial business combination and redemptions could be reduced to less than $10.10 per public share.

In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in

connection with any redemption of your public shares.

None of our officers will indemnify us for claims by third parties including, without

limitation, claims by vendors and prospective target businesses.

Our independent directors may decide

not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available

for distribution to our public stockholders.

If the proceeds in the trust account

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

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

which may be withdrawn to pay taxes as well as expenses relating to administration of the trust account, and our sponsor asserts that

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

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

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.

If our independent directors choose not to enforce these indemnification obligations, the amount of

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

We may not have sufficient funds

to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our directors

and executive officers to the fullest extent permitted by law.

However, our directors and executive officers have agreed to waive any

right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account

for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only if:

(i) we have sufficient

funds outside of the trust account or (ii) we consummate an initial business combination.

Our obligation to indemnify our directors

and executive officers may discourage stockholders from bringing a lawsuit against our directors, directors and executive officers for

breach of their fiduciary duties.

These provisions also may have the effect of reducing the likelihood of derivative litigation against

our directors and executive officers, even though such an action, if successful, might otherwise benefit us and our stockholders.

a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our

directors and executive officers pursuant to these indemnification provisions.

If, after we distribute the proceeds

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

us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive

If, after we distribute the proceeds

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

us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy

laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek

to recover all amounts received by our stockholders.

In addition, our Board may be viewed as having breached its fiduciary duty to our

creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders

from the trust account before addressing the claims of creditors.

If, before distributing the proceeds

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

us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share

amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds

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

us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in

our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.

To the extent any

bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with

our liquidation may be reduced.

If we are deemed to be an investment

company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be

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

If we are deemed to be an investment

company under the Investment Company Act, our activities may be restricted, including:

● restrictions on the nature of our investments;

● restrictions on the issuance of securities, each of which may

make it difficult for us to complete our business combination.

In addition, we may have imposed upon

us burdensome requirements, including:

● registration as an investment company;

● adoption of a specific form of corporate structure;

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

and other rules and regulations.

In order not to be regulated as an investment

company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business

other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding

or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S.

government securities

and cash items) on an unconsolidated basis.

Our business will be to identify and complete a business combination and thereafter to operate

the post-transaction business or assets for the long term.

We do not plan to buy businesses or assets with a view to resale or profit

from their resale.

We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated

principal activities will subject us to the Investment Company Act.

To this end, the proceeds held in the trust account may only be invested

in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having

a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment

Company Act that invest only in direct U.S.

government treasury obligations.

Pursuant to the trust agreement, the trustee will not be

permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these instruments, and by having a

business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner

of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of

the Investment Company Act.

Investing in our securities is not intended for persons who are seeking a return on investments in government

securities or investment securities.

The trust account is intended as a holding place for funds pending the earliest to occur of:

completion of our primary business objective, which is a business combination;

(ii) the redemption of any public shares properly

submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (a) to modify the substance

or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months

(or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described

in the IPO’s registration statement) from the closing of the IPO or (b) relating to any other provisions relating to stockholders’

rights or pre-initial business combination activity;

or (iii) absent a business combination, our return of the funds held in the

trust account to our public stockholders as part of our redemption of the public shares.

If we do not invest the proceeds as discussed

above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance

with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability

to complete a business combination.

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

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

In certain circumstances,

our public stockholders may receive less than $10.10 per share on the redemption of their shares.

See “-If third parties bring claims

against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be

less than $10.10 per share” and other risk factors in this section.

Changes in laws or regulations,

or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete

our initial business combination, investments and results of operations.

We are subject to laws and regulations enacted by national, regional

and local governments.

In particular, we are required to comply with certain SEC and other legal requirements.

Compliance with, and monitoring

of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and

application may also change from time to time and those changes could have a material adverse effect on our business, investments and

results of operations.

In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a

material adverse effect on our business, including our ability to negotiate and complete our initial business combination, investments

and results of operations.

Our stockholders may be held liable

for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held

liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

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 prescribed time period may be considered a liquidating distribution under Delaware law.

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

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

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

distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser

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

would be barred after the third anniversary of the dissolution.

However, it is our intention to redeem our public shares as soon as reasonably

possible following the 24 th month from the closing of the IPO in the event we do not complete our business combination and,

therefore, we do not intend to comply with the foregoing procedures.

Because we will not be complying with

Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide

for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following

our dissolution.

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

searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment

bankers, etc.) or prospective target businesses.

If our plan of distribution complies with Section 281(b) of the DGCL, any liability

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

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

of the dissolution.

We cannot assure you that we will properly assess all claims that may be potentially brought against us.

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

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

Furthermore, if the pro rata portion of our trust account distributed

to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within

the prescribed time frame is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to

be unlawful, 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.

We may not hold an annual meeting

of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders

to elect directors.

In accordance with NASDAQ corporate governance

requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our

listing on NASDAQ.

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

purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting.

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

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

Therefore, if our stockholders

want us to hold an annual meeting before the consummation of our initial business combination, they may attempt to force us to hold one

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

We are not registering the shares

of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time,

and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able

to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We are not registering the shares of

Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time.

under the terms of the warrant agreement, we will use our reasonable best efforts to file, and within 60 business days following our initial

business combination to have declared effective, a registration statement under the Securities Act covering such shares and maintain a

current prospectus relating to the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants

in accordance with the provisions of the warrant agreement.

We cannot assure you that we will be able to do so if, for example, any facts

or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial

statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the shares issuable

upon exercise of the warrants are not registered under the Securities Act within the required period, holders will be permitted to exercise

their warrants on a cashless basis until such time as there is an effective registration statement and during any period when we shall

have failed to maintain an effective registration statement.

However, no warrant will be exercisable for cash or on a cashless basis,

and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon

such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration

is available.

Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a

national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of

the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless

basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file

or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under

applicable blue sky laws to the extent an exemption is not available.

In no event will we be required to net cash settle any warrant.

If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification,

the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for

the shares of Class A common stock included in the units.

If and when the warrants become redeemable by us, we may exercise our redemption

right even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state

securities laws.

The grant of registration rights

to our initial stockholders and the anchor investors may make it more difficult to complete our initial business combination, and the

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

Pursuant to an agreement to be entered

into concurrently with the issuance and sale of the securities in the IPO, our initial stockholders, the anchor investors, and their permitted

transferees can demand that we register their founder shares, after those shares convert to our Class A common stock at the time

of our initial business combination.

In addition, holders of our private placement warrants and their permitted transferees can demand

that we register the private placement warrants and the Class A common stock issuable upon exercise of the private placement warrants,

and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A

common stock issuable upon exercise of such warrants.

In addition, the existence of the registration rights may make our initial business

combination more costly or difficult to conclude.

This is because the shareholders of the target business may increase the equity stake

they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A

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

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

We ratified certain action pursuant

to Section 204 of the DGCL and filed a Certificate of Validation.

part of our preparation for the IPO, on February 10, 2021, our Board and sole stockholder ratified certain actions pursuant to

Section 204 of the DGCL (“Section 204”), which allows a Delaware corporation to ratify a defective corporate act

retroactive to the date the corporate act was originally taken.

The Section 204 ratification (the “Ratification”) was

taken out as a purely technical matter in order to correct certain failures of authorization and thereby remove any uncertainty and

confirm the valid issuance of the founder shares effective December 31, 2020.

To effect the Ratification, the Board identified and

(1) the issuance of the founder shares on or as of December 31, 2020, because (a) the Amended and Restated Certificate of

Incorporation (the “A&R Certificate”) that authorized the founder shares was filed on January 26, 2021, and (b) the

unanimous written consent of the Board approving the issuance of the founder shares, which was intended to be effective as of

December 31, 2020, was not executed until January 21, 2021;

(2) the effectiveness the A&R Certificate as of December 31, 2020,

because (a) the A&R Certificate recited that it was approved pursuant to Sections 228 and 242 of the DGCL, but the A&R

Certificate should have instead recited that it was approved pursuant to Sections 241 and 245 of the DGCL;

and (b) the A&R

Certificate was not effective on December 31, 2020, because the Board authorization approving its filing was on January 21, 2021 and

the A&R Certificate was filed on January 26, 2021.

Consequently, in accordance with Section 204, the Board ratified the filing

of the A&R Certificate effective as of December 31, 2020, and the issuance of the founder shares immediately thereafter

effective as of December 31, 2020 (the effectiveness of the A&R Certificate and the issuance of the founder shares, as of

December 31, 2020, collectively, the “Corporate Acts”).

Thereafter, in accordance with Section 204 we gave prompt

written notice of the Ratification to all the holders of putative and valid stock as of the date of the Corporate Acts and as of the

record date of the consent, which was our sole stockholder, the Sponsor, which was the sole owner of valid and putative stock.

sole stockholder consented to the Ratification of all the Corporate Acts on February 10, 2021.

Accordingly, on February 24, 2021,

the Certificate of Validation was filed giving retroactive effect to the Corporate Acts effective as of December 31, 2020, thereby

eliminating any question as to the validity of the Corporate Acts as of December 31, 2020.

Under Section 205 of the DGCL any claim

that any corporate act described above is void or voidable due to the failure of authorization, or that the Delaware Court of Chancery

should declare in its discretion that the ratification thereof in accordance with Section 204 of the DGCL not be effective or be effective

only on certain conditions, must be brought within 120 days from the validation effective time (which in this case is February 24, 2021).

The Board and the Sponsor have both consented to the ratification and the effectiveness of the Corporate Acts and have treated the issuance

of the founder shares as effective as of December 31, 2020.

While Section 205 does not expressly state that a plaintiff seeking to challenge

a ratification under Section 204 or the corporate acts ratified under Section 204 must have been a record or beneficial holder as of the

validation effective time, we interpret the reference in Section 205 to “any record or beneficial holder of valid stock or

putative” stock to confer standing only on persons who were record or beneficial holders as of the ratification effective time.

But even if this language were deemed to give a right of action to purchasers of stock after the filing of the Certificate of Validation,

we believe that no purchaser who acquires a record or beneficial interest in shares of our company after the ratification of the issuance

of the founder shares will be able to show any injury sufficient to challenge the ratification under Section 205 of the DGCL.

believe that no subsequent purchaser would have the standing required under Section 327 of the DGCL to bring a derivative action on behalf

of the company challenging the Ratification or the Corporate Acts, because DGCL Section 327 requires a derivative plaintiff to allege

that it was a stockholder of the company at the time of the ratification (or thereafter succeeded to shares by operation of law).

in these circumstances, we believe that a person challenging the Ratification, or the Corporate Acts, would have a difficult time establishing

an equitable basis to invalidate or limit the Ratification or the Corporate Acts.

Nonetheless, there is a possibility that a court could

uphold a challenge to the Ratification or to the Corporate Acts and if it did, it could adversely affect our ability to complete a business

Because we are not limited to a

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

to ascertain the merits or risks of any particular target business’ operations.

Although we expect to focus our search

for a target business in the energy industry in North America, we may seek to complete a business combination with an operating company

in any industry or sector.

However, we will not, under our amended and restated certificate of incorporation, be permitted to complete

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

Because we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or

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

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

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

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

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

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

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

risks will adversely impact a target business.

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

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

Accordingly, any

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

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

Because we intend to seek a business

combination with a target business in the energy industry in North America, we expect our future operations to be subject to risks associated

with this sector.

We intend to focus our search for a

target business in the energy industry in North America.

Because we have not yet identified or approached any specific target business,

we cannot provide specific risks of any business combination.

However, risks inherent in investments in the energy industry include,

but are not limited to, the following:

volatility of oil, natural gas and product prices.

For instance, escalating tensions resulting from the Russian invasion of Ukraine could lead to increased volatility in global oil and gas prices, including due to increases in oil production by Russia to finance its activities in Ukraine or to destabilize global oil and gas prices;

● price and availability of alternative or renewable fuels, such

as solar, coal, nuclear and wind energy;

● significant federal, state and local regulation, taxation and

regulatory approval processes as well as changes in applicable laws and regulations;

● denial or delay of receiving requisite regulatory approvals

and/or permits;

● the speculative nature of and high degree of risk involved in

investments in the upstream, midstream, energy services and energy transition sectors, including relying on estimates of oil and gas

reserves and the impacts of regulatory and tax changes;

● exploration and development risks, which could lead to environmental

damage, injury and loss of life or the destruction of property;

● drilling, exploration and development risks, including encountering

unexpected formations or pressures, premature declines of reservoirs, blow-outs, equipment failures and other accidents, cratering, sour

gas releases, uncontrollable flows of oil, natural gas or well fluids, adverse weather conditions, pollution, fires, spills and other

environmental risks, any of which could lead to environmental damage, injury and loss of life or the destruction of property;

● proximity and capacity of oil, natural gas and other transportation

and support infrastructure to production facilities;

● availability of key inputs, such as strategic consumables and

raw materials and drilling and processing equipment;

● available pipeline, storage, feedstock and offtake, and other

transportation capacity;

● changes in global supply and demand and prices for commodities;

● impact of energy conservation efforts;

● technological advances affecting energy production and consumption;

● overall domestic and global economic conditions;

● availability of, and potential disputes with, independent contractors;

● adverse weather conditions, natural disasters or other events

(such as equipment malfunctions, explosions, fires or spills);

● value of U.S.

dollar relative to the currencies of other countries;

● terrorist acts.

Past performance by our management

team and members of our Board may not be indicative of future performance of an investment in us.

Information regarding performance by,

or businesses associated with our management team and members of our Board is presented for informational purposes only.

Past performance

by such individuals is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that

we will be able to locate a suitable candidate for our initial business combination.

You should not rely on the historical record of

performance of our management team and members of our Board as indicative of our future performance of an investment in us or the returns

we will, or are likely to, generate going forward.

Additionally, in the course of their respective careers, members of our management

team and Board have been involved in businesses and deals that were ultimately unsuccessful.

We may seek acquisition opportunities

in industries or sectors which may or may not be outside of our management’s area of expertise.

We will consider a business combination

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

candidate offers an attractive acquisition opportunity for our company.

Although our management will endeavor to evaluate the risks inherent

in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all the significant

risk factors.

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

the IPO than a direct investment, if an opportunity were available, in a business combination candidate.

In the event we elect to pursue

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

to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our management’s expertise

would not be relevant to an understanding of the business that we elect to acquire.

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

ascertain or assess all the significant risk factors.

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

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

Such stockholders are unlikely to have a remedy for such reduction

Although we have identified general

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

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

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

Although we have identified general criteria

and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial

business combination will not have all of these positive attributes.

If we complete our initial business combination with a target that

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

that does meet all of our general criteria and guidelines.

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

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

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

amount of cash.

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

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

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

If we are unable to complete our initial business combination,

our public stockholders may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation of our trust

account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.10 per share

on the redemption of their shares.

See “If third parties bring claims against us, the proceeds held in the trust account

could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share” and other risk

factors in this section.

We may seek acquisition opportunities

with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which

could subject us to volatile revenues or earnings or difficulty in retaining key personnel.

To the extent we complete our initial

business combination with an early stage company, a financially unstable business or an entity lacking an established record of revenues

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

These risks include

investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings and

difficulties in obtaining and retaining key personnel.

Although our officers and directors will endeavor to evaluate the risks inherent

in a particular target business, we may not be able to properly ascertain or assess all the significant risk factors and we may not have

adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to

control or reduce the chances that those risks will adversely impact a target business.

We are not required to obtain an

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

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

Unless we complete our business combination

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

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

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

If no opinion is obtained, our stockholders

will be relying on the judgment of our Board, who will determine fair market value based on standards generally accepted by the financial

Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial

business combination.

Our independent registered public

accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a

“going concern.”

As of December 31, 2021, we had $505,518 in cash

and working capital of $487,083.

Further, we have incurred and expect to continue to incur significant costs in pursuit of an initial

business combination.

We cannot assure you that our plans

to raise capital or to consummate an initial business combination will be successful.

These factors, among others, raise substantial

doubt about our ability to continue as a going concern, which could impact our business plan.

The financial statements contained elsewhere

in this Annual Report do not include any adjustments that might result from our inability to continue as a going concern.

We may issue additional shares

of common stock or preferred stock to complete our initial business combination and may issue shares of common stock or preferred stock

under an employee incentive plan after completion of our initial business combination.

We may also issue shares of Class A common

stock upon the conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination

as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation.

Any such issuances would

dilute the interest of our stockholders and likely present other risks.

Our amended and restated certificate

of incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000

shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share.

There are no shares of preferred stock

issued and outstanding.

Shares of Class B common stock are convertible into shares of our Class A common stock initially at

a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A common

stock or equity-linked securities related to our initial business combination.

We may issue a substantial number of

additional shares of common or preferred stock to complete our initial business combination (including pursuant to a specified future

After the completion of our initial business combination, we may issue a substantial number of additional shares of common

stock or preferred stock under an employee incentive plan.

We may also issue shares of Class A common stock upon conversion of the

Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution

provisions contained in our amended and restated certificate of incorporation.

However, our amended and restated certificate of incorporation

provides, among other things, that before our initial business combination, we may not issue additional shares of capital stock that would

entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

issuance of additional shares of common or preferred stock:

● may significantly dilute the equity interest of investors in

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

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

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

of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any,

and could result in the resignation or removal of our present officers and directors;

● may adversely affect prevailing market prices for our units,

Class A common stock and/or warrants.

Resources could be wasted in researching

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

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

per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

We anticipate that the investigation

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

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

If we decide not to

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

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

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

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

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

If we are unable

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

of our trust account and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.10

per share on the redemption of their shares.

See “If third parties bring claims against us, the proceeds held in the

trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share” and

other risk factors in this section.

Risks Relating to our Sponsor and Management

We are dependent upon our officers

and directors, and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively

small group of individuals and, in particular, our officers and directors.

We believe that our success depends on the continued service

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

In addition, our officers and directors

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

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

We do not have an employment agreement

with, or key-man insurance on the life of, any of our directors or officers.

The unexpected loss of the services of one or more of our

directors or officers could have a detrimental effect on us.

Our ability to successfully complete

our initial business combination and to be successful thereafter will be totally dependent upon the efforts of members of our management

team, some of whom may not join us following our initial business combination.

The loss of such people could negatively impact the operations

and profitability of our post-combination business.

Our ability to successfully complete

our business combination is dependent upon the efforts of members of our management team.

The role of members of our management team in

the target business, however, cannot presently be ascertained.

Although some members of our management team may remain with the target

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

of the target business will remain in place.

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

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

These individuals may be unfamiliar

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

become familiar with such requirements.

In addition, the officers and directors

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

The departure of a business combination target’s

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

The role of an acquisition candidate’s

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

Although we contemplate that

certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our

initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

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

Members of our management team

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

we may raise additional funds through the issuance of equity, equity-related or debt securities, through obtaining credit from government

or financial institutions or by engaging in joint ventures or other alternative forms of financing.

We cannot be certain that additional

funds will be available on favorable terms when required, or at all.

If we cannot raise additional funds when needed, our financial condition,

results of operations, business and prospects could be materially and adversely affected.

If we raise funds through the issuance of debt

securities or through loan arrangements, the terms of such debt securities or loan arrangements could require significant interest payments,

contain covenants that restrict our business, or contain other unfavorable terms.

In addition, to the extent we raise funds through the

sale of additional equity securities, our stockholders would experience additional dilution.

order to construct new commercial production facilities, we typically face a long and variable design, fabrication, and construction

development cycle that requires significant resource commitments and may create fluctuations in whether and when revenue is recognized,

and may have an adverse effect on our business.

development, design and construction process for our commercial production facilities generally lasts from 24 to 36 months, on average.

Prior to constructing and developing a commercial production facility, we typically conduct a preliminary review and assess whether the

commercial production facility is commercially viable based on our expected return on investment, investment payback period, and other

operating metrics, as well as the necessary permits to develop such commercial production facility.

This extended development process

requires the dedication of significant time and resources from our management team, with no certainty of success or recovery of our expenses.

Further, upon commencement of operations, we expect it may take six months or longer for the commercial production facility to ramp up

to our expected production level.

All of these factors, and in particular, increased spending that is not offset by increased revenues,

can contribute to fluctuations in our quarterly financial performance and increase the likelihood that our operating results in a particular

period will fall below investor expectations.

business will require suitable tracts of real property upon which to construct and operate the specialized equipment supporting our commercial

production facilities.

We anticipate that such tracts of real property will be predominantly leased from third parties under long-term

land leases, but it is possible that some of such tracts may be purchased by us.

If we are unable to identify such suitable tracts of

real property, or if we are unable to purchase or lease such tracts at commercially reasonable rates and under terms favorable to us,

our business may be adversely affected.

construction and operation of the equipment supporting our commercial production facilities sales may require specialized permitting

from applicable governmental authorities.

We may be unable to obtain such specialized permitting, or we may experience significant delays

in obtaining such specialized permitting, and this may delay our ability to launch these facilities for commercial operations, which

may have a significant impact on our revenue and profitability.

complexity, expense, and nature of customer procurement processes result in a lengthy customer acquisition and sales process.

We anticipate

that it may take us months to attract, obtain an award from, contract with, and recognize revenue from the production of renewable gasoline

by a new commercial production facility, if we are successful at all.

have entered into relatively new markets for renewables, including renewable natural gas, renewable gasoline and biofuel.

These new markets

are highly volatile and have significant risk associated with current market conditions.

have limited experience in marketing and selling renewable gasoline.

As such, we may not be able to compete successfully with existing

or new competitors in supplying renewable gasoline to potential customers.

If we are unable to establish production and sales channels

that allow us to offer comparable products at attractive prices, we may not be able to compete effectively in the market.

there can be no assurance that our renewables business will ever generate significant revenues or maintain profitability.

to do so could have a material adverse effect on our business and results of operations.

in the price of product inputs, including renewable feedstocks, natural gas and other feedstocks, may affect our cost structure.

approach to the renewable fuels market will be dependent on the price of renewable feedstocks, such as biomass and MSW, as well as natural

gas (including synthetic natural gas) and other feedstocks that will be used to produce our renewable gasoline.

A decrease in the availability

of feedstocks or an increase in the price may have a material adverse effect on our financial condition and operating results.

levels, prices may make these products uneconomical to use and produce as we may be unable to pass the full amount of feedstock cost

increases on to our customers.

price and availability of biomass, MSW, natural gas and other feedstocks may be influenced by general economic, market and regulatory

These factors include weather conditions, farming decisions, government policies and subsidies with respect to agriculture and

international trade and global demand and supply.

For example, renewable feedstock prices may increase significantly in response to increased

demand for biomass for the production of competing renewable fuels.

in petroleum prices and customer demand patterns may reduce demand for renewable fuels and bio-based chemicals.

A prolonged environment

of low petroleum prices or reduced demand for renewable fuels or biofuels could have a material adverse effect on our long-term business

prospects, financial condition and results of operations.

renewable gasoline may be considered an alternative to petroleum-based fuels.

Therefore, if the price of crude oil falls, any revenues

that we generate from renewable gasoline could decline and we may be unable to produce products that are a commercially viable alternative

to petroleum-based fuels.

Additionally, demand for liquid transportation fuels, including renewable gasoline, may decrease due to economic

conditions or other factors outside of our control, which could have a material adverse impact on our business and results of operations.

renewable fuels prices may fluctuate substantially due to factors outside of our control.

The price of renewable fuels can vary significantly

for many reasons, including:

(i) increases and decreases in the number of internal combustion engines in operation in our markets;

changes in competing liquid hydrocarbon technologies or fuel transportation capacity constraints or inefficiencies;

(iii) energy or renewable

fuel supply disruptions;

(iv) weather conditions;

(v) seasonal fluctuations;

(vi) changes in the demand for energy or in patterns of

renewable fuel usage, including the potential development of demand-side management tools and practices;

(vi) development of new fuels

or new technologies for the production of renewable fuels;

and (vii) federal and state regulations.

may face substantial competition from companies with greater resources and financial strength, which could adversely affect our performance

may face substantial competition in the market for renewable fuel.

Our competitors include companies in the incumbent petroleum-based

industry as well as those in the emerging renewable fuels industry.

The petroleum-based industry benefits from a large established infrastructure,

production capability and business relationships.

The greater resources and financial strength in this industry provide significant competitive

advantages that we may not be able to overcome in a timely manner.

ability to compete successfully will depend on our ability to develop proprietary products that reach the market in a timely manner and

are technologically superior to and/or are less expensive than other products on the market.

Many of our competitors have substantially

greater production, financial, research and development, personnel and marketing resources than we do.

In addition, certain of our competitors

may also benefit from local government subsidies and other incentives that are not available to us.

As a result, our competitors may

be able to develop competing and/or superior technologies and processes, and compete more aggressively and sustain that competition over

a longer period of time than we could.

Our technologies and products may be rendered obsolete or uneconomical by technological advances

or entirely different approaches developed by one or more of our competitors.

As more companies develop new intellectual property in

our markets, the possibility of a competitor acquiring patent or other rights that may limit our business or operations increases, which

could lead to litigation.

Furthermore, to secure purchase agreements from certain customers, we may be required to enter into exclusive

supply contracts, which could limit our ability to further expand our sales to new customers.

Likewise, major potential customers may

be locked into long-term, exclusive agreements with our competitors, which could inhibit our ability to compete for their business.

ability to compete successfully also depends on our ability to identify, hire, attract, train and develop and retain highly qualified

We may not be able to recruit and hire a sufficient number of such personnel which may adversely affect our results of operations,

sales capabilities and financial position.

New hires require significant training and time before they achieve full productivity and

the ability to attract, hire and retain them depends on our ability to provide competitive compensation.

There is significant competition

for personnel with strong sales skills and technical knowledge.

We may be unable to hire or retain sufficient numbers of qualified individuals

and such failure could adversely affect our business, including the execution of our proposed growth projects.

addition, various governments have recently announced a number of spending programs focused on the development of clean technologies,

including alternatives to petroleum-based fuels and the reduction of carbon emissions.

Such spending programs could lead to increased

funding for our competitors or a rapid increase in the number of competitors within those markets.

also may face substantial competition as we develop our commercial production facilities and STG+® technology and seek to work with

agricultural industry participants, commercial waste companies and landowners to source our renewable feedstocks, including biomass and

MSW, as well as natural gas and other feedstocks and lease or acquire land to install and operate commercial production facilities.

competitors include established companies and developers with significantly greater resources and financial strength, which may provide

them with competitive advantages that we may not be able to overcome in a timely manner, or at all.

limited resources relative to many of our competitors may cause us to fail to anticipate or respond adequately to new developments and

other competitive pressures.

This failure could reduce our competitiveness and market share, adversely affect our results of operations

and financial position and prevent us from obtaining or maintaining profitability.

proposed growth projects may not be completed or, if completed, may not perform as expected.

Our project development activities may consume

a significant portion of our management’s focus, and if not successful, reduce our profitability.

plan to grow our business by building multiple commercial production facilities, including our first commercial STG+® based production

facility in the United States, along with our additional planned and identified potential commercial production facilities.

projects may require us to spend significant sums for engineering, permitting, legal, financial advisory and other expenses before we

determine whether a development project is feasible, economically attractive or capable of being financed.

development projects are typically planned to be large and complex, and we may not be able to complete them.

There can be no assurance

that we will be able to negotiate the required agreements, overcome any local opposition, or obtain the necessary approvals, licenses,

permits and financing.

Failure to achieve any of these elements may prevent the development and construction of a project.

to occur, we could lose all of our investment in development expenditures and may be required to write-off project development assets.

may not be able to develop, maintain and grow strategic relationships, identify new strategic relationship opportunities, or form strategic

relationships, in the future.

expect that our ability to establish, maintain, and manage strategic relationships, such as our agreements with Waste Management, Inc.

(“Waste Management”), InEnTec Inc.

(“InEnTec”) and EcoStrat Inc.

(“EcoStrat”), could have a significant

impact on the success of our business.

While we expect to increase the amount of revenue associated with our STG+® technology to

become a more substantial operating entity in the future, there can be no assurance that we will be able to identify or secure suitable

and scalable business relationship opportunities in the future or that our competitors will not capitalize on such opportunities before

Additionally,

we cannot guarantee that the companies with which we have developed or will develop strategic relationships will continue to devote the

resources necessary to promote mutually beneficial business relationships and grow our business.

Our current arrangements are not exclusive,

and some of our strategic partners work with our competitors.

If we are unsuccessful in establishing or maintaining our relationships

with key strategic partners, our overall growth could be impaired, and our business, prospects, financial condition, and operating results

could be adversely affected.

may acquire or invest in additional companies, which may divert our management’s attention, result in additional dilution to our

stockholders, and consume resources that are necessary to sustain our business.

we have not made any acquisitions to date, our business strategy in the future may include acquiring other complementary products, technologies,

or businesses.

We also may enter relationships with other businesses to expand our operations and to create service networks to support

our production and delivery of renewable gasoline.

An acquisition, investment, or business relationship may result in unforeseen operating

difficulties and expenditures.

We may encounter difficulties assimilating or integrating the businesses, technologies, products, services,

personnel, or operations of the acquired companies particularly if the key personnel of the acquired companies choose not to work for

Acquisitions may also disrupt our business, divert our resources, and require significant management attention that would otherwise

be available for the development of our business.

Moreover, the anticipated benefits of any acquisition, investment, or business relationship

may not be realized or we may be exposed to unknown liabilities.

these transactions can be time consuming, difficult, and expensive, and our ability to close these transactions may often be subject

to approvals that are beyond our control.

Consequently, these transactions, even if undertaken and announced, may not close.

we do successfully complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions

we complete could be viewed negatively by our customers, securities analysts, and investors.

in the price and availability of energy to power our facilities may harm our performance.

anticipate our commercial production facilities to use significant amounts of energy to produce our renewable gasoline.

our business is dependent upon energy supplied by third parties.

The prices and availability of energy resources are subject to volatile

market conditions.

These market conditions are affected by factors beyond our control, such as weather conditions, overall economic conditions

and governmental regulations.

Should the price of energy increase or should access to the required energy sources be unavailable, our

business could suffer and have a material adverse impact on our results of operations.

In addition, a lack of availability of sufficient

amounts of renewable energy to effectively decarbonize our facilities could have a material impact on our business and results of operations.

may be subject to liabilities and losses that may not be covered by insurance.

employees and facilities are subject to the hazards associated with producing renewable gasoline.

Operating hazards can cause personal

injury and loss of life, damage to, or destruction of, property, plant and equipment and environmental damage.

We maintain insurance

coverage in amounts against the risks that we believe are consistent with industry practice, and maintain a safety program.

we could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage.

Events that result

in significant personal injury or damage to our property or to property owned by third parties or other losses that are not fully covered

by insurance could have a material adverse effect on our results of operations and financial position.

liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our

liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety program.

to experience insurance claims or costs above our coverage limits or that are not covered by our insurance, we might be required to use

working capital to satisfy these claims rather than to maintain or expand our operations.

To the extent that we experience a material

increase in the frequency or severity of accidents or workers’ compensation claims, or unfavorable developments on existing claims,

our operating results and financial condition could be materially and adversely affected.

gasoline has not previously been used as a commercial fuel in significant amounts, its use subjects us to product liability risks and

we may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully

defend or insure against such claims.

gasoline has not been used as a commercial fuel in large quantities or for a long period of time.

Research regarding this product and

its distribution infrastructure is ongoing.

Although renewable gasoline has been tested on some engines, there is a risk that it may

damage engines or otherwise fail to perform as expected.

If renewable gasoline degrades the performance or reduce the life-cycle of engines,

or causes them to fail to meet emissions standards, market acceptance could be slowed or stopped, and we could be subject to product

liability claims.

A significant product liability lawsuit could substantially impair our production efforts and could have a material

adverse effect on our business, reputation, financial condition and results of operations.

we intend to carry insurance for product liability, it is possible that our insurance coverage may not cover the full exposure on a product

liability claim of significant magnitude.

A successful product liability claim against us could require us to pay a substantial monetary

A product liability claim could also generate substantial negative publicity about our business and operations and could have

an adverse effect on our brand, business, prospects, financial condition, and operating results.

and costs associated with hazardous materials, contamination and other environmental conditions may require us to conduct investigations

or remediation or expose us to other liabilities, both of which may adversely impact our operations and financial condition.

We may incur liabilities for the investigation

and cleanup of any environmental contamination at our commercial production facilities, or at off-site locations where we arrange for

the disposal of hazardous substances or wastes.

For example, under the Comprehensive Environmental Response, Compensation and Liability

Act of 1980 and other federal, state and local laws, certain broad categories of persons, including an owner or operator of a property,

or businesses may become liable for costs of investigation and remediation, impacts to human health and for damages to natural resources.

These laws often impose strict and joint and several liability without regard to fault or degree of contribution or whether the owner

or operator knew of, or was responsible for, the release of such hazardous substances or whether the conduct giving rise to the release

was legal at the time it occurred.

We also may be subject to related claims by private parties, including employees, contractors, or the

general public, alleging property damage and personal injury due to exposure to hazardous or other materials at or from those properties.

We may incur substantial costs or other damages associated with these obligations, which could adversely impact our business, financial

condition and results of operations.

we rely on third parties to ensure compliance with certain environmental laws, including those relating to the disposal of wastes.

failure to properly handle or dispose of wastes, regardless of whether such failure is ours or our contractors, could result in liability

under environmental, health and safety laws.

The costs of liability could have a material adverse effect on our business, financial condition

or results of operations.

operations, and future planned operations, are subject to certain environmental health and safety laws or permitting requirements, which

could result in increased compliance costs or additional operating costs and restrictions.

Failure to comply with such laws and regulations

could result in substantial fines or other limitations that could adversely impact our financial results or operations.

operations, as well as our contractors, suppliers, and customers, are subject to certain federal, state, local and foreign environmental

laws and regulations governing, among other things, the generation, storage, transportation, and disposal of hazardous substances and

We or others in our supply chain may be required to obtain permits and comply with procedures that impose various restrictions

and operations that could have adverse effects on our operations.

If key permits and approvals cannot be obtained on acceptable terms,

or if other operations requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial

obligations, it may adversely impact our business.

There are also significant capital, operating and other costs associated with compliance

with these environmental laws and regulations.

Environmental and health and safety laws and regulations

are subject to change and may become more stringent over time, such as through new regulations enacted at the international, national,

state, and/or local level or new or modified regulations that may be implemented under existing law.

The nature and extent of any changes

in these laws, rules, regulations, and permits could have material effects on our business.

Future legislation and regulations or changes

in existing legislation and regulations, or interpretations thereof, could cause additional expenditures, restrictions, and delays in

connection with our operations as well as our other future projects.

changes to our operations, such as siting of new facilities or the implementation of manufacturing processes at our planned future facilities,

could result in increased expenditures to comply with environmental laws, or to obtain and comply with pre-construction and operating

For example, federal siting requirements could require us to consider alternative sites for our manufacturing facilities or

we could be subject to challenges from stakeholders regarding the use of land for such facilities, which could lead to delays or an inability

to construct new facilities.

Additionally, future planned operations may create regulated emissions which may require obtaining permits,

adhering to permit limits, and/or the use of emissions control technology at our manufacturing facilities.

Should permitted limits or

other requirements applicable to our current or future operations change in the future, we may be required to install additional, more

costly control technology to ensure continued compliance with environmental laws or permits.

Any failure to comply with environmental

laws could result in significant fines and penalties or business interruptions that could adversely impact our financial results or operations.

focus on sustainability or other ESG matters could impact our operations.

business requires customers and financial institutions to view our business and operations as having a positive environmental, social

and corporate governance (“ ESG ”) profile.

Increasing attention to, and societal expectations regarding, climate

change, human rights, and other ESG topics may require us to make certain changes to our business operations to satisfy the expectations

of customers and financial institutions.

Additionally, our customers may be driven to purchase our fuel products due to their own sustainability

or ESG commitments, which may entail holding their suppliers — including us — to ESG standards that go beyond compliance

with laws and regulations and our ability to comply with such standards.

Failure to maintain operations that align with such “beyond

compliance” standards may cause potential customers to not do business with us or otherwise hurt demand for our products.

and other ESG concerns could adversely affect our business, prospects, financial condition and operating results.

of third parties to manufacture quality products or provide reliable services in accordance with schedules, prices, quality and volumes

that are acceptable to us could cause delays in developing and operating our commercial production facilities, which could damage our

reputation, adversely affect our partner relationships or adversely affect our growth.

success depends on our ability to develop and operate our commercial production facilities in a timely manner, which depends in part

on the ability of third parties to provide us with timely and reliable products and services.

In developing and operating our commercial

production facilities and technologies, we rely on products meeting our design specifications and components manufactured and supplied

by third parties, and on services performed by contractors and subcontractors.

We also rely on contractors and subcontractors to perform

substantially all of the construction and installation work related to our commercial production facilities, and we often need to engage

contractors or subcontractors with whom we have no past experience.

any of our contractors or subcontractors are unable to provide services that meet or exceed our expectations or satisfy our contractual

commitments, our reputation, business and operating results could be harmed.

In addition, if we are unable to avail ourselves of warranties

and other contractual protections with providers of products and services, we may incur liability to our customers or additional costs

related to the affected products, which could adversely affect our business, financial condition and results of operations.

any delays, malfunctions, inefficiencies or interruptions in these products or services could adversely affect the quality and performance

of our commercial production facilities and require considerable expense to find replacement products and to maintain and repair our

This could cause us to experience interruption in our production and distribution of renewable gasoline, difficulty retaining

current relationships and attracting new relationships, or harm our brand, reputation or growth.

may be unable to successfully perform under future supply and distribution agreements to provide our renewable gasoline, which could

harm our commercial prospects.

expect to enter into multiple supply agreements pursuant to which we will supply our renewable gasoline to various customers.

Under certain

of these supply agreements, we expect the purchasers will agree to pay for and receive, or cause to be received by a third party, or

pay for even if not taken, the renewable gasoline under contract (a “take-or-pay” arrangement).

We anticipate that the timing

and volume commitment of certain of these agreements will be conditioned upon, and subject to, our ability to complete the construction

of our first commercial production facility and our additional planned and identified potential commercial production facilities.

order to construct and commence operations of commercial production facilities, we must secure third-party financing.

While we have secured

and believe that we can secure additional adequate financing in order to commence construction of and complete our commercial production

facilities and, in turn, perform under these agreements, we cannot assure you that we will in the future be able to obtain adequate financing

on favorable terms, or at all.

Furthermore, we have not demonstrated that we can meet the production levels and specifications contemplated

in anticipated or future supply agreements.

If our production is slower than we expect, if demand decreases or if we encounter difficulties

in successfully completing our first commercial production facility and our additional planned and identified potential commercial production

facilities, the counterparties may terminate the supply agreements and potential customers may be less willing to negotiate definitive

supply agreements with us, and therefore cause our performance to suffer.

addition, from time to time, we may enter into letters of intent, memoranda of understanding and other largely non-binding agreements

or understandings with potential customers or partners in order to develop our business and the markets that we serve.

We can make no

assurance that legally binding, definitive agreements reflecting the terms of such non-binding agreements will be completed with such

customers or partners, or at all.

parties on whom we may rely for transportation services are subject to complex federal, state and other laws that could adversely affect

our operations.

operations of third parties on whom we may rely for transportation services are subject to complex and stringent laws and regulations

that require obtaining and maintaining numerous permits, approvals and certifications from various federal, state and local government

These third parties may incur substantial costs in order to comply with existing laws and regulations.

If existing laws

and regulations governing such third-party services are revised or reinterpreted, or if new laws and regulations become applicable to

their operations, these changes may affect the costs that we pay for services.

Similarly, a failure to comply with such laws and regulations

by the third parties could have a material adverse effect on our business, financial condition and results of operations.

business and operations may be significantly disrupted upon the occurrence of a catastrophic event, information technology system failures

or cyberattack.

business is dependent on proprietary technologies, processes and information that we have developed, much of which is stored on our computer

We also have entered into agreements with third parties for hardware, software, telecommunications and other information technology

(“IT”) services in connection with our operations.

Our operations depend, in part, on how well we and our vendors protect

networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage

to physical plants, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism, theft,

malware, ransomware and phishing attacks.

Any of these and other events could result in IT system failures, delays, a material disruption

of our business or increases in capital expenses.

Our operations also depend on the timely maintenance, upgrade and replacement of networks,

equipment and IT systems and software, as well as preemptive expenses to mitigate the risks of failures.

the importance of such information technology systems and networks and systems has increased due to many of our employees working remotely

on less secure systems and environments.

Additionally, if one of our service providers were to fail and we were unable to find a suitable

replacement in a timely manner, we could be unable to properly administer our outsourced functions.

If we cannot continue to retain these

services provided by our vendors on acceptable terms, our access to the IT system and services could be interrupted.

Any security breach,

interruption or failure in our IT system and operations could impair quality of services, increase costs, prompt litigation and other

consumer claims, and damage our reputation, any of which could substantially harm our business, financial condition or the results of

cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our

protective measures or to investigate and remediate any information security vulnerabilities.

While we have implemented security resources

to protect our data security and information technology systems, such measures may not prevent such events.

In addition, certain measures

that could increase the security of our IT system take significant time and resources to deploy broadly, and such measures may not be

deployed in a timely manner or be effective against an attack.

The inability to implement, maintain and upgrade adequate safeguards could

have a material and adverse impact on our business, financial condition and results of operations.

Significant disruption to our IT system

or breaches of data security could also have a material adverse effect on our business, financial condition and results of operations.

facilities and processes may fail to produce renewable gasoline at the volumes, rates and costs we expect.

or all, of our future commercial production facilities may be in locations distant from biomass and MSW, natural gas or other feedstock

sources, which could increase our feedstock costs or prevent us from acquiring sufficient feedstock volumes for commercial production.

General market conditions might also cause increases in feedstock prices, which could likewise increase our production costs.

if we secure access to sufficient volumes of feedstock, our commercial production facilities may fail to perform as expected.

The equipment

and subsystems that we install in our commercial production facilities may never operate as planned.

Unexpected problems may force us

to cease or delay production and the time and costs involved with such delays may prove prohibitive.

Any or all of these risks could

prevent us from achieving the production throughput and yields necessary to achieve our target annualized production run rates and/or

to meet the future volume demands or minimum requirements of our customers, including pursuant to definitive supply or distribution agreements

that we may enter into, which may subject us to monetary damages.

Failure to achieve these rates or meet these minimum requirements,

or achieving them only after significant additional expenditures, could substantially harm our commercial performance.

may in the future use hedging arrangements to mitigate certain risks, but the use of such derivative instruments could have a material

adverse effect on our results of operations.

are likely in the future to use interest rate swaps to manage interest rate risk.

In addition, we may use forward energy sales and other

types of hedging contracts, including foreign currency hedges if we do expand into other countries.

If we elect to enter into these type

of hedging arrangements, our related assets could recognize financial losses on these arrangements as a result of volatility in the market

values of the underlying asset or if a counterparty fails to perform under a contract.

If actively quoted market prices and pricing information

from external sources are not available, the valuation of these contracts would involve judgment or the use of estimates.

changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.

If the values of these financial contracts change in a manner that we do not anticipate, or if a counterparty fails to perform under

a contract, it could harm our business, financial condition, results of operations and cash flows.

interruptions, including those related to the widespread outbreak of an illness, pandemic (such as COVID-19), adverse weather conditions,

manmade problems such as terrorism and other catastrophic events, may have an adverse impact on our business and results of operations.

are vulnerable to natural disasters and other events that could disrupt our operations.

Any of our facilities or future facilities or

operations may be harmed or rendered inoperable by catastrophic events, such as natural disasters, including earthquakes, tornadoes,

hurricanes, wildfires, floods;

nuclear disasters, riots, civil disturbances, war, acts of terrorism or other criminal activities;

(such as COVID-19);

power outages and other events beyond our control.

We do not have a detailed disaster recovery plan.

we may not carry sufficient business interruption insurance to compensate us for losses that may occur.

Any losses or damages we incur

could have a material adverse effect on our cash flows and success as an overall business.

the event of natural disaster or other catastrophic event, we may be unable to continue our operations and may endure production interruptions,

reputational harm, delays in manufacturing, delays in the development and testing of our STG+® solutions, and related technologies,

and the loss of critical data, all of which could have an adverse effect on our business, prospects, financial condition, and operating

If our facilities are damaged by such natural disasters or catastrophic events, the repair or replacement would likely be costly

and any such efforts would likely require substantial time that may affect our ability to produce and deliver our renewable gasoline.

Any future disruptions in our operations could negatively impact our business, prospects, financial condition, and operating results

and harm our reputation.

In addition, we may not carry enough insurance to compensate for the losses that may occur.

if we are successful in completing the first commercial production facility and consistently producing renewable gasoline on a commercial

scale, we may not be successful in commencing and expanding commercial operations to support the growth of our business.

ability to achieve significant future revenue will depend in large part upon our ability to attract customers and enter into contracts

on favorable terms.

We expect that many of our customers will be large companies with extensive experience operating in the fuels or

chemicals markets.

We lack significant commercial operating experience and may face difficulties in developing marketing expertise in

these fields.

Our business model relies upon our ability to successfully implement the first commercial production facility and commence

and expand commercial operations and successfully negotiate, structure and fulfill long-term supply agreements for our renewable gasoline.

Agreements with potential customers may initially only provide for the purchase of limited quantities from us.

Our ability to increase

our sales will depend in large part upon our ability to expand these existing customer relationships into long-term supply agreements.

Establishing, maintaining and expanding relationships with customers can require substantial investment without any assurance from customers

that they will place significant orders.

In addition, many of our potential customers may be more experienced in these matters than we

are, and we may fail to successfully negotiate these agreements in a timely manner or on favorable terms which, in turn, may force us

to slow our production, dedicate additional resources to increasing our storage capacity and/or dedicate resources to sales in spot markets.

Furthermore, should we become more dependent on spot market sales, our profitability will become increasingly vulnerable to short-term

fluctuations in the price and demand for petroleum-based fuels and competing substitutes.

are a development stage company with a history of net losses, we are currently not profitable and we may not achieve or maintain profitability.

If we incur substantial losses, we may have to curtail our operations, which may prevent us from successfully operating and expanding

our business.

have incurred net losses since our inception.

We are currently in the development stage and have not yet commenced principal operations

or generated revenue.

We are dependent upon BERR for additional capital to continue the development of our technology and operations.

we expect to spend significant amounts on further development of our technology, acquiring or otherwise gaining access to commercial

production facilities, marketing and general and administrative expenses associated with our planned growth and management of operations

as a public company.

In some market environments, we may have limited access to incremental financing, which could defer or cancel growth

projects, reduce business activity or cause us to default under any debt agreements if we are unable to meet our payment schedules.

addition, the cost of preparing, filing, prosecuting, maintaining and enforcing patent, trademark and other intellectual property rights

and defending ourselves against claims by others that we may be violating their intellectual property rights may be significant.

result, even if our revenues increase substantially, we expect that our expenses will exceed revenues for the foreseeable future.

do not expect to achieve profitability during this period, and may never achieve it.

If we fail to achieve profitability, or if the time

required to achieve profitability is longer than we anticipate, we may not be able to continue our business.

Even if we do achieve profitability,

we may not be able to sustain or increase profitability on a quarterly or annual basis.

actual costs may be greater than expected in developing our commercial production facilities or growth projects, causing us to realize

significantly lower profits or greater losses.

generally must estimate the costs of completing a specific commercial production facility or growth project prior to the construction

of the facility or project.

The actual cost of labor and materials may vary from the costs we originally estimated.

These variations

may cause the gross cost for a commercial production facility or growth project to differ from those we originally estimated.

Cost overruns

on our commercial production facilities and growth projects could occur due to changes in a variety of factors such as:

to properly estimate costs of engineering, materials, equipment, labor or financing;

● unanticipated

technical problems with the structures, materials or services;

● unanticipated

project modifications;

in the costs of equipment, materials, labor or contractors;

strategic partners, suppliers’ or contractors’ failure to perform;

in laws and regulations;

caused by weather conditions.

commercial production facilities or projects grow in size and complexity, multiple factors may contribute to reduced profit or greater

losses, and depending on the size of the particular project, variations from the estimated costs could have a material adverse effect

on our business.

For example, if costs exceed our estimates, it could cause us to realize significantly lower profits or greater losses.

in the supply chain, including increases in costs, shortage of materials or other disruption of supply, or in the workforce could materially

adversely affect our business.

rely on our suppliers and strategic partners for our business, from feedstocks to materials for our commercial production facilities

and our STG+® technology.

Future delays or interruptions in the supply chain could expose us to the various risks which would likely

significantly increase our costs and/or impact our operations or business plans including:

or our strategic partners may have excess or inadequate inventory of feedstocks for operation

of our facilities;

may face delays in construction or development of our growth projects;

may not be able to timely procure parts or equipment to upgrade, replace, or repair our facilities

and technology system;

suppliers may encounter financial hardships unrelated to our demand, which could inhibit

their ability to fulfill our orders and meet our requirements.

may not be able to obtain, or comply with terms and conditions for, government grants, loans, and other incentives for which we may apply

for in the future, which may limit our opportunities to expand our business.

anticipate that in the future there will be new opportunities for us to apply for grants, loans, and other federal and state incentives.

Our ability to obtain funds or incentives from government sources is subject to the availability of funds under applicable government

programs and approval of our applications to participate in such programs.

The application process for these programs and other incentives

is and will remain highly competitive.

We may not be successful in obtaining any of these additional grants, loans, and other incentives.

We may in the future fail to comply with the conditions of these incentives, which could cause us to lose funding or negotiate with governmental

entities to revise such conditions.

We may be unable to find alternative sources of funding to meet our planned capital needs, in which

case, our business, prospects, financial condition, and operating results could be adversely affected.

may expand our operations globally, which would subject us to anti-corruption, anti-bribery, anti-money laundering, trade compliance,

economic sanctions and similar laws, and non-compliance with such laws may subject us to criminal or civil liability and harm our business,

financial condition and/or results of operations.

We may also be subject to governmental export and import controls that could impair

our ability to compete in international markets or subject us to liability if we violate the controls.

we expand our operations globally, we would be subject to the U.S.

Foreign Corrupt Practices Act of 1977, as amended, U.S.

domestic bribery

laws, and other anti-corruption and anti-money laundering laws in the countries in which we would conduct business.

Anti-corruption and

anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their

employees, and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or

benefits to recipients in the public or private sector.

If we engage in international operations, sales and business with partners and

third-party intermediaries to market our products, we may be required to obtain additional permits, licenses, and other regulatory approvals.

In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government

agencies or state-owned or affiliated entities.

If we engage in international operations, sales and business with the public sector,

we can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, agents, representatives,

contractors, and partners, even if we do not explicitly authorize such activities.

to protect our intellectual property, inability to enforce our intellectual property rights or loss of our intellectual property rights

through costly litigation or administrative proceedings, could adversely affect our ability to compete and our business.

success depends in large part on our ability to obtain and maintain patent and other proprietary protection for commercially important

inventions, to obtain and maintain know-how related to our business, including our proprietary manufacturing technology, to defend and

enforce our intellectual property rights, in particular our patent rights, to preserve the confidentiality of our trade secrets, and

to operate without infringing, misappropriating, or violating the valid and enforceable patents and other intellectual property rights

of third parties.

We rely on various intellectual property rights, including patents, trademarks, and trade secrets, as well as confidentiality

provisions and contractual arrangements, and other forms of statutory protection to protect our proprietary rights.

We will be able to

protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies and future

products are covered by valid and enforceable patents or are effectively maintained as trade secrets.

If we do not protect and enforce

our intellectual property rights adequately and successfully, our competitive position may suffer, which could have a material adverse

effect on our business, prospects, financial condition, and operating results.

pending patent or trademark applications may not be approved, or competitors or others may challenge the validity, enforceability, or

scope of our patents, the registrability of our trademarks or the trade secret status of our proprietary information.

There can be no

assurance that additional patents will be issued or that any issued patents will provide significant protection for our intellectual

property or for those portions of our proprietary technology and software that are the most key to our competitive positions in the marketplace.

In addition, our patents, trademarks, trade secrets, and other intellectual property rights may not provide us a significant competitive

There is no assurance that the forms of intellectual property protection that we seek, including business decisions about

when and where to file patents and when and how to maintain and protect trade secrets, license and other contractual rights will be adequate

to protect our business.

recent amendments to developing jurisprudence and current and possible future changes to intellectual property laws and regulations,

including U.S.

and foreign patent, trade secret and other statutory law, may affect our ability to protect and enforce our intellectual

property rights and to protect our proprietary technology.

Despite our precautions, our intellectual property is vulnerable to unauthorized

access and copying through employee, contractor or other third-party error or actions, including malicious state or state-sponsored actors,

theft, hacking, cybersecurity incidents, and other security breaches and incidents, and such incidents may be difficult to detect or

may be unknown for a significant period of time.

It is possible for third parties to infringe upon or misappropriate our intellectual

property, to copy or reverse engineer our proprietary manufacturing process, and to use information that we regard as proprietary to

create products and services that compete with ours.

property laws, procedures, and restrictions provide only limited protection and any of our intellectual property rights may be challenged,

invalidated, circumvented, infringed, or misappropriated.

Further, the laws of certain countries do not protect proprietary rights to

the same extent as the laws of the United States, and, therefore, in certain jurisdictions, we may be unable to protect our proprietary

Effective patent, trademark and other intellectual property protection may not be available in every country in which our

services are made available.

To the extent we expand our international activities, our exposure to unauthorized copying and use of our

intellectual property and proprietary information may increase.

Consequently, we may not be able to prevent third parties from infringing

on our intellectual property in all countries outside the U.S., or from selling or importing products made using our intellectual property

in and into the U.S.

or other jurisdictions.

Competitors may use our technologies in jurisdictions where we have not obtained patent

protection to develop their own products and may also export infringing products to territories where we have patent protection, but

enforcement of patents and other intellectual protection is not as strong as that in the U.S.

These products may compete with our products

and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

we move into new markets and expand our products or services offerings, incumbent participants in such markets may assert their intellectual

property and other proprietary rights against us as a means of slowing our entry into such markets or as a means to extract substantial

license and royalty payments from us.

In addition, our agreements with some of our customers, suppliers or other entities with whom we

do business requires us to defend or indemnify these parties to the extent they become involved in infringement claims, including the

types of claims described above.

As a result, we could incur significant costs and expenses that could adversely affect our business,

operating results or financial condition.

have entered into confidentiality agreements with contractors and consultants as well as agreements containing restrictive covenants

and confidentiality provisions with employees of Intermediate, and we may enter into agreements with similar provisions with our employees

and with other third parties in the future.

We cannot ensure that these agreements, or all the terms thereof, will be enforceable or

compliant with applicable law, or otherwise effective in controlling access to, use of, reverse engineering, and distribution of our

proprietary information.

Further, these agreements with our employees, contractors, and other parties may not prevent other parties from

independently developing technologies, products and services that are substantially equivalent or superior to our technologies, products

and services.

derive a substantial portion of our revenue from our proprietary manufacturing technology, which we believe is a unique aspect of our

technology in the current market and provides us with a significant competitive advantage.

Our ability to prevent competitors from replicating

this technology depends on our ability to obtain, maintain, protect, defend and enforce our intellectual property rights in the processes

that comprise the technology and/or keep those processes and the underlying technology secret.

We may not be able to prevent competitors

from replicating or developing a better version of our proprietary manufacturing technology, which could result in a substantial decrease

in our revenue and limit demand for our services.

may need to spend significant resources securing and monitoring our intellectual property rights, and we may or may not be able to detect

infringement by third parties.

The steps we take to protect our intellectual property rights may not be sufficient to effectively prevent

third parties from infringing, misappropriating, diluting or otherwise violating our intellectual property rights or to prevent unauthorized

disclosure or unauthorized use of our trade secrets or other confidential information.

Our competitive position may be adversely impacted

if we cannot detect infringement or enforce our intellectual property rights quickly or at all.

In some circumstances, we may choose

not to pursue enforcement because an infringer has a dominant intellectual property position, because of uncertainty relating to the

scope of our intellectual property or the outcome of an enforcement action, or for other business reasons.

In addition, competitors might

avoid infringement by designing around our intellectual property rights or by developing non-infringing competing technologies.

brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management and our

development teams and could result in the impairment or loss of portions of our intellectual property.

Further, our efforts to enforce

our intellectual property rights may be met with defenses, counterclaims attacking the scope, validity, and enforceability of our intellectual

property rights, or with counterclaims and countersuits asserting infringement by us of third-party intellectual property rights.

failure to secure, protect, and enforce our intellectual property rights could adversely affect our brand and our business, any of which

could have an adverse effect on our business, prospects, financial condition, and operating results.

containing confidentiality provisions and restrictive covenants with employees, contractors, consultants and other third-parties may

not adequately prevent disclosures of trade secrets and other proprietary information.

rely in part on trade secret protection to protect our confidential and proprietary information and processes.

However, trade secrets

are difficult to protect.

We have taken measures to protect our trade secrets and proprietary information, but these measures may not

be effective.

Our employees have agreed to restrictive covenants and other confidentiality provisions and our consultants and contractors

are required to enter into confidentiality agreements with us.

We cannot guarantee that we have entered into such agreements with each

party who has developed intellectual property on our behalf and each party that has or may have had access to our confidential information,

know-how and trade secrets.

We intend for new employees, consultants and other third parties to execute confidentiality agreements or

agreements containing confidentiality provisions upon the commencement of an employment or consulting arrangement with us.

These agreements

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

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

Members of our management team may be

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

agreements in connection with the business combination.

Such negotiations could take place simultaneously with the negotiation of the

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

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

The personal and financial interests of such individuals

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

However, we believe the ability of such individuals to

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

we will proceed with any potential business combination.

There is no certainty, however, that any members of our management team will

remain with us after the completion of our business combination.

We cannot assure you that any members of our management team will remain

in senior management or advisory positions with us.

The determination as to whether any members of our management team will remain with

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

We may have a limited ability to

assess the management of a prospective target business and, as a result, may complete our initial business combination with a target business

whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact

the value of our stockholders’ investment in us.

When evaluating the desirability of effecting

our initial business combination with a prospective target business, our ability to assess the target business’s management may

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

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

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

Should the target’s

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

of the post-combination business may be negatively impacted.

Accordingly, any stockholders who choose to remain stockholders following

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

Such stockholders are unlikely to have a remedy for such

reduction in value.

The officers and directors of an acquisition

candidate may resign upon completion of our initial business combination.

The departure of a business combination target’s key personnel

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

The role of an acquisition candidate’s

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

Although we contemplate that

certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our

initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our officers and directors may

allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to

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

Our officers and directors are not required

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

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

Each of our officers is engaged in several other business

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

of hours per week to our affairs.

If our officers’ and directors’ other business affairs require them to devote substantial

amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs

which may have a negative impact on our ability to complete our initial business combination.

Certain of our officers and directors

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

be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular

business opportunity should be presented.

Until we consummate our initial business

combination, we intend to engage in the business of identifying and combining with one or more businesses.

Our sponsor and officers and

directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged

in a similar business.

Our officers and directors also may become

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

certain fiduciary or contractual duties.

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

business opportunity should be presented.

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

to another entity before its presentation to us.

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

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

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

undertake and would otherwise be reasonable for us to pursue.

Our officers, directors, security

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

We have not adopted a policy that expressly

prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in

any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

In fact (subject

to certain approvals and consents) we may enter into a business combination with a target business that is affiliated with our sponsor,

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

We do not have a policy that expressly prohibits any such persons from

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

Accordingly, such persons or entities may have a conflict

between their interests and ours.

We may engage in a business combination

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

or existing holders which may raise potential conflicts of interest.

In light of the involvement of our sponsor,

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

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

combination with any entities with which they are affiliated, and there have been no preliminary substantive discussions concerning a

business combination with any such entity or entities.

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

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

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

Despite our agreement to obtain

an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, regarding the

fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses

affiliated with our officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms

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

may not have an audit committee consisting entirely of independent directors for up to a year following our initial public offering.

You may not know at this time the identities of all independent directors that may be responsible for evaluating an initial business

listing standards require that a majority of our Board be independent.

In conformity with NASDAQ’s “phase-in” rules,

within one year of our initial public offering, a majority of our Board will be independent.

At the closing of the IPO, we had two independent

Thus, upon our initial public offering, and for up to a year afterwards, we will have a majority of independent directors

and will have an audit committee consisting of a majority of independent directors.

Since our sponsor will lose its

entire investment in us if our business combination is not completed and our officers and directors may have differing personal and financial

interests than you, a conflict of interest may arise in determining whether a particular business combination target is appropriate for

our initial business combination.

In December 2020, our sponsor acquired

4,312,500 founder shares for an aggregate purchase price of $25,000.

Before the initial investment in the company of $25,000 by our sponsor,

we had no assets, tangible or intangible.

The number of founder shares issued was determined based on the expectation that such founder

shares would represent 20% of the outstanding shares after the IPO.

The founder shares will be worthless

if we do not complete an initial business combination.

In addition, our sponsor and underwriters have committed to purchase 6,675,000

private placement warrants, each one identical to the public warrants, for a purchase price of $6,675,000, or $1.00 per whole warrant,

that will also be worthless if we do not complete a business combination.

Our sponsor has agreed (A) to vote any shares owned by

it in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a stockholder vote to

approve a proposed initial business combination.

In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer

The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting

a target business combination, completing an initial business combination and influencing the operation of the business following the

initial business combination.

Since our sponsor paid only approximately

$0.006 per share for the founder shares, our officers and directors could potentially make a substantial profit even if we acquire a target

business that subsequently declines in value.

In December 2020, our sponsor acquired

4,312,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.006 per share.

Our officers and directors have

a significant economic interest in our sponsor.

As a result, the low acquisition cost of the founder shares creates an economic incentive

whereby our officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently

declines in value and is unprofitable for public investors.

We may issue notes or other debt

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

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

we have no commitments as of December 31, 2021 to issue any notes or other debt securities, or to otherwise incur outstanding debt following

the IPO, we may choose to incur substantial debt to complete our business combination.

We have agreed that we will not incur any indebtedness

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

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

Nevertheless,

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

● default and foreclosure on our assets if our operating revenues

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

● acceleration of our obligations to repay the indebtedness even

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

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

● our immediate payment of all principal and accrued interest,

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

● our inability to obtain necessary additional financing if the

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

● our inability to pay dividends on our common stock;

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

and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses,

make capital expenditures and acquisitions, and fund other general corporate purposes;

● limitations on our flexibility in planning for and reacting

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

● increased vulnerability to adverse changes in general economic,

industry and competitive conditions and adverse changes in government regulation;

● limitations on our ability to borrow additional amounts for

expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy;

● other disadvantages compared to our competitors who have less

We may only be able to complete

one business combination with the proceeds of the IPO and the sale of the private placement warrants, which will cause us to be solely

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

This lack of diversification may negatively impact

our operations and profitability.

The net proceeds from the IPO and the private placement of warrants provide us with $174,225,000 that

we may use to complete our initial business combination (after taking into account the $ $6,037,500 for the payment of deferred underwriting

commissions).

We may complete our business combination

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

However, we may not be able

to complete our business combination with more than one target business because of various factors, including the existence of complex

accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results

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

By completing our initial

business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory

developments.

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

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

areas of a single industry.

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

the prospects for our success may be:

● solely dependent upon the performance of a single business,

property or asset;

● dependent upon the development or market acceptance of a single

or limited number of products, processes or services.

This lack of diversification may subject

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

industry in which we may operate after our business combination.

We may attempt to simultaneously

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

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

If we determine to simultaneously acquire

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

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

ability, to complete our initial business combination.

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

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

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

in a single operating business.

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

of operations.

We may attempt to complete our

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

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

In pursuing our acquisition strategy,

we may seek to complete our initial business combination with a privately held company.

Very little public information generally exists

about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on

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

Our management may not be able

to maintain control of a target business after our initial business combination.

We cannot provide assurance that, upon loss of control

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

We may structure a business combination

so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets

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

of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction

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

We will not consider any transaction

that does not meet such criteria.

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

before the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed

to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial

number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target.

In this case, we would

acquire a 100% interest in the target.

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

stockholders immediately before such transaction could own less than a majority of our outstanding shares of common stock after such transaction.

In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger

share of the company’s stock than we initially acquired.

Accordingly, this may make it more likely that our management will not

be able to maintain control of the target business.

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

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

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold will make it easier for us to consummate

a business combination with which a substantial number of our stockholders do not agree.

We may be able to consummate a business combination

even though a substantial number of our public stockholders do not agree with the transaction and have redeemed their shares or, if we

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

pursuant to the tender offer rules, if our sponsor, officers, directors or their affiliates have entered into privately negotiated agreements

with public stockholders to acquire public shares.

However, in no event will we redeem our public shares in an amount that would cause

our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination, and the amount that we redeem

may be further limited by the terms and conditions of our initial business combination.

In such case, we would not proceed with the redemption

of our public shares and the related initial business combination, and instead may search for an alternate business combination.

Unlike many blank check companies, our

balance sheet reflects negative stockholders’ equity.

The financial statements in this annual report,

after collaboration with our independent registered public accounting firm, reflect that all of the public shares are subject to redemption,

even though we are prohibited under our amended and restated certificate of incorporation from redeeming all of the public shares since

such redemption would result in our failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange

Act) in excess of $5,000,000.

As a result, all of the public shares are classified as temporary equity, presented outside of the stockholders’

deficit section of our balance sheet.

This accounting presentation may not be consistent with that of other blank check companies and

may make comparison of our financial statements to that of other blank check companies more difficult.

In order to complete our initial

business combination, we may seek to amend our amended and restated certificate of incorporation or other governing instruments, including

our warrant agreement, in a manner that will make it easier for us to complete our initial business combination but that our stockholders

or warrant holders may not support.

In order to complete a business combination,

blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their

warrant agreement.

For example, blank check companies have amended the definition of business combination, increased redemption thresholds,

changed industry focus and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for

cash and/or other securities.

We may even seek shareholder approval to extend the 12-month time period during which we may consummate

a business combination.

We cannot assure you that we will not seek to amend our charter or other governing instruments or change our industry

focus in order to complete our initial business combination.

The provisions of our amended and

restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement

governing the release of funds from our trust account) may be amended with the approval of holders of 65% of our common stock, which is

a lower amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend our amended and

restated certificate of incorporation and the trust agreement to facilitate the completion of an initial business combination that some

of our stockholders may not support.

Some other blank check companies have a provision

in their charter that prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business

combination activity, without approval by a certain percentage of the company’s stockholders.

In those companies, amendment of these

provisions requires approval by between 90% and 100% of the company’s public stockholders.

Our amended and restated certificate

of incorporation provides that any of its provisions related to pre-business combination activity (including the requirement to deposit

proceeds of the IPO and the private placement of warrants into the trust account and not release such amounts except in specified circumstances,

and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common

stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account

may be amended if approved by holders of 65% of our common stock entitled to vote thereon.

In all other instances, our amended and restated

certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject

to applicable provisions of the DGCL or applicable stock exchange rules.

We may not issue additional securities that can vote on amendments

to our amended and restated certificate of incorporation or in our initial business combination.

Our initial stockholders, will collectively

beneficially own 20% of our common stock upon the closing of the IPO (assuming they did not purchase any units in the IPO), will participate

in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote

in any manner they choose.

As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation

that govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability

to complete a business combination with which you do not agree.

Our stockholders may pursue remedies against us for any breach of our

amended and restated certificate of incorporation.

Our sponsor, officers and directors have

agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation

that would affect 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 (or within 18 months if we extend the period of time to consummate our initial business combination in accordance

with the terms described in the IPO’s registration statement) from the closing of the IPO, 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 (which interest shall be net of amounts

released to us to pay taxes and expenses related to the administration of the trust), divided by the number of then outstanding public

Our stockholders are not parties to, or third-party beneficiaries of, this letter agreement and, as a result, will not have the

ability to pursue remedies against our sponsor, officers or directors for any breach of the letter agreement.

As a result, in the event

of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

We may be unable to obtain additional

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

to restructure or abandon a particular business combination.

Although we believe that the net proceeds

of the IPO and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination,

because we have not yet selected any prospective target business, we cannot ascertain the capital requirements for any particular transaction.

If the net proceeds of the IPO and the sale of the private placement warrants prove to be insufficient, either because of the size of

our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to repurchase

for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or

the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek

additional financing or to abandon the proposed business combination.

We cannot assure you that such financing will be available on acceptable

terms, if at all.

To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,

we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target

business candidate.

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

$10.10 per share plus any pro rata interest earned on the funds held in the trust account (and not previously released to us to pay our

franchise and income taxes as well as expenses relating to the administration of the trust account) on the liquidation of our trust account

and our warrants will expire worthless.

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

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

The failure to secure additional financing could

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

None of our officers, directors or stockholders

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

If we are unable to complete

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

account, and our warrants will expire worthless.

In certain circumstances, our public stockholders may receive less than $10.10 per share

on the redemption of their shares.

See “-If third parties bring claims against us, the proceeds held in the trust account could

be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share” and other risk factors

in this section.

Our initial stockholders may exert

a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

Upon the closing of the IPO, our initial

stockholders own shares representing 20% of our issued and outstanding shares of common stock.

Accordingly, they may exert a substantial

influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended

and restated certificate of incorporation and approval of major corporate transactions.

If our initial stockholders purchase any additional

shares of common stock in the aftermarket or in privately negotiated transactions, this would increase their control.

Factors that would

be considered in making such additional purchases would include consideration of the current trading price of our Class A common

In addition, our Board, whose members were elected by our initial stockholders, is and will be divided into three classes, each

of which will generally serve for a term of three years with only one class of directors being elected in each year.

We may not hold an

annual meeting of stockholders to elect new directors before the completion of our business combination, in which case all of the current

directors will continue in office until at least the completion of the business combination.

If there is an annual meeting, as a consequence

of our “staggered” Board, only a minority of the Board will be considered for election and our initial stockholders, because

of their ownership position, will have considerable influence regarding the outcome.

Accordingly, our initial stockholders will continue

to exert control at least until the completion of our business combination.

We may amend the terms of the warrants

in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding

public warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number

of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants will be issued in registered

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

The warrant agreement

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

provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely

affects the interests of the registered holders of public warrants.

Accordingly, we may amend the terms of the public warrants in a manner

adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.

Although our ability

to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples

of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into

cash or stock, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise

generally require that all confidential information developed by the individual or made known to the individual by us during the course

of the individual’s relationship with us be kept confidential and not disclosed to third parties.

These agreements also generally

provide that know-how and inventions conceived by the individual in the course of rendering services to us shall be our exclusive property.

Nevertheless, these agreements may be insufficient or breached, or may not be enforceable, our proprietary information may be disclosed,

third parties could reverse engineer our biocatalysts and others may independently develop substantially equivalent proprietary information

and techniques or otherwise gain access to our trade secrets.

Moreover, these agreements may not provide an adequate remedy for breaches

or in the event of unauthorized use or disclosure of our confidential information or technology.

Costly and time-consuming litigation

could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection

could adversely affect our competitive business position.

In addition, trade secrets and know-how can be difficult to protect and some

courts inside and outside of the United States are less willing or unwilling to protect trade secrets and know-how.

If any of our trade

secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would not be able to prevent

them from using that technology or information to compete with us, and our competitive position could be materially and adversely harmed.

An unauthorized breach in our information technology systems may expose our trade secrets and other proprietary information to unauthorized

and maintaining our patent protection depends on compliance with various procedural, documentary, fee payment and other requirements

imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

United States Patent and Trademark Office, or USPTO, and various foreign governmental patent agencies require compliance with a number

of procedural, documentary, fee payment and other similar provisions during the patent prosecution process.

When related patents are

pursued concurrently in multiple jurisdictions, international treaties may impose additional procedural, documentary, fee payment and

other provisions.

Periodic maintenance or annuity fees and various other governmental fees on any issued patent and/or pending patent

applications are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of a patent or patent application.

Our outside counsel has systems in place to remind us to pay these fees, and we rely on our outside counsel and their third-party vendors

to pay these fees.

While an inadvertent lapse may sometimes be cured by payment of a late fee or by other means in accordance with the

applicable rules, there are many situations in which noncompliance can result in abandonment or lapse of the patent or patent application,

resulting in partial or complete loss of patent rights in the relevant jurisdiction.

Non-compliance

events that could result in abandonment or lapse of a patent or patent application include failure to respond to official actions within

prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents.

If we fail to maintain the

patents and patent applications directed to our proprietary technology, our competitors might be able to enter the market, which could

harm our business, financial condition, results of operations, and prospects.

in patent law could diminish the value of patents in general, thereby impairing our ability to protect our technology.

success is dependent on intellectual property, particularly patents.

Obtaining and enforcing patents in our industry involves both technological

and legal complexity and is therefore costly, time-consuming and inherently uncertain, due in part to ongoing changes in patent laws.

Depending on decisions by Congress, the federal courts and the USPTO, and equivalent institutions in other jurisdictions, the laws and

regulations governing patents, and interpretation thereof, could change in unpredictable ways that could weaken our ability to obtain

new patents or to enforce existing or future patents.

We cannot predict future changes in the interpretation of patent laws or changes

to patent laws that might be enacted into law.

Those changes may materially affect our patents or patent applications and our ability

to obtain additional patent protection in the future.

law can be highly uncertain and involve complex legal and factual questions for which important principles remain unresolved.

United States and in many international jurisdictions, policy regarding the breadth of claims allowed in patents can be inconsistent.

Supreme Court and the Court of Appeals for the Federal Circuit have made, and will likely continue to make, changes in how they

interpret the patent laws of the United States.

Similarly, international courts have made, and will likely continue to make, changes

in how they interpret the patent laws in their respective jurisdictions.

We cannot predict future changes in the interpretation of patent

laws or changes to patent laws that might be enacted into law by U.S.

and international legislative bodies.

Those changes may materially

affect our patent rights and our ability to obtain issued patents.

may be subject to intellectual property rights claims by third parties, which could be costly to defend, could require us to pay significant

damages and, if we are unsuccessful in defending such claims, could limit our ability to use certain technologies and compete.

parties may assert claims of infringement of intellectual property rights or violation of other statutory, license or contractual rights

in technology against us or against our customers for which we may be liable or have an indemnification obligation.

Any such claim by

a third party, even if without merit, could cause us to incur substantial costs defending against such claim and could distract our management

and our development teams from our business.

third parties may offer a license to their technology the terms of any offered license may not be acceptable and the failure to obtain

a license or the costs associated with any license could cause our business, prospects, financial condition, and operating results to

be adversely affected.

In addition, some licenses may be non-exclusive, and therefore our competitors may have access to the same technology

licensed to us.

Alternatively, we may be required to develop non-infringing technology which could require significant effort and expense

and ultimately may not be successful.

Furthermore, a successful claimant could secure a judgment or we may agree to a settlement that

prevents us from selling certain products or performing certain services or that requires us to pay substantial damages, including treble

damages if we are found to have willfully infringed such claimant’s patents, copyrights, trade secrets or other statutory rights,

royalties or other fees.

Any of these events could have an adverse effect on our business, prospects, financial condition, and operating

may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information

or alleged trade secrets of third parties or competitors or are in breach of noncompetition or non-solicitation agreements with our competitors

or their former employers.

also may employ or otherwise engage personnel who were previously or are concurrently employed or engaged at research institutions or

other clean technology companies, including our competitors or potential competitors.

We may be subject to claims that these personnel,

or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former or concurrent

employers, or that patents and applications we have filed to protect inventions of these personnel, even those related to our technology,

are rightfully owned by their former or concurrent employer.

Litigation may be necessary to defend against these claims.

Even if we are

successful in defending against these claims, litigation could adversely affect our operations, result in substantial costs and be a

distraction to management.

business and prospects depend significantly on our ability to build our brand.

We may not succeed in continuing to establish, maintain,

and strengthen our brand, and our brand and reputation could be harmed by negative publicity regarding our company or products.

business and prospects are dependent on our ability to develop, maintain, and strengthen our brand.

Promoting and positioning our brand

will depend significantly on our ability to provide high quality clean, renewable gasoline.

In addition, we expect that our ability to

develop, maintain, and strengthen our brand will also depend heavily on the success of our branding efforts.

To promote our brand, we

need to incur increased expenses, such as the costs associated with conducting product demonstrations and attending trade conferences.

Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we

incur in building and maintaining our brand and reputation.

If we fail to promote and maintain our brand successfully or to maintain

loyalty among our customers, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may

fail to attract new customers and partners, or retain our existing customers and partners and our business and financial condition may

be adversely affected.

also believe that the protection of our trademark rights is an important factor in product recognition, protecting our brand and maintaining

We may be unable to obtain trademark protection for our technologies, logos, slogans and brands, and our existing trademark

registrations and applications, and any trademarks that may be used in the future, may not provide us with competitive advantages or

distinguish our products and services from those of our competitors.

Further, we may not timely or successfully register our trademarks.

If we do not adequately protect our rights in our trademarks from infringement and unauthorized use, any goodwill that we have developed

in those trademarks could be lost or impaired, which could harm our brand and our business.

any negative publicity relating to our employees, current or future partners, our STG+® technology, our clean, renewable gasoline,

or customers who use our technology or gasoline, or others associated with these parties may also tarnish our own reputation simply by

association and may reduce the value of our brand.

Additionally, if safety or other incidents or defects in our gasoline occur or are

perceived to have occurred, whether or not such incidents or defects are our fault, we could be subject to adverse publicity, which could

be particularly harmful to our business given our limited operating history.

Given the popularity of social media, any negative publicity

about our products, whether true or not, could quickly proliferate and harm customer and community perceptions and confidence in our

Other businesses, including our competitors, may also be incentivized to fund negative campaigns against our company to damage

our brand and reputation to further their own purposes.

Future customers of our products and services may have similar sensitivities

and may be subject to similar public opinion and perception risks.

Damage to our brand and reputation may result in reduced demand for

our products and increased risk of losing market share to our competitors.

Any efforts to restore the value of our brand and rebuild

our reputation may be costly and may not be successful, and our inability to develop and maintain a strong brand could have an adverse

effect on our business, prospects, financial condition, and operating results.

we fail to comply with our obligations under license or technology agreements with third parties or are unable to license rights to use

technologies on reasonable terms, we may be required to pay damages and could potentially lose license rights that are critical to our

license certain intellectual property, including technologies, data, content and software from third parties, that is important to our

business, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual property or

If we fail to comply with any of the obligations under our license agreements, we may be required to pay damages and the

licensor may have the right to terminate the license.

Termination by the licensor would cause us to lose valuable rights, and could prevent

us from selling our products and services, or inhibit our ability to commercialize future products and services.

Our business would suffer

if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensed intellectual

property rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms.

our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims,

regardless of their merit, that we are infringing or otherwise violating the licensor’s rights.

the future, we may identify additional third-party intellectual property we may need to license in order to engage in our business.

such licenses may not be available on acceptable terms or at all.

The licensing or acquisition of third-party intellectual property rights

is a competitive area, and several more-established companies may pursue strategies to license or acquire third-party intellectual property

rights that we may consider attractive or necessary.

In addition, companies that perceive us to be a competitor may be unwilling to assign

or license rights to us.

Even if such licenses are available, we may be required to pay the licensor substantial royalties based on sales

of our products and services.

Such royalties are a component of the cost of our products or services and may affect the margins on our

products and services.

In addition, such licenses may be non-exclusive, which could give our competitors access to the same intellectual

property licensed to us.

Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition

and results of operations.

projections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding adoption of renewable

As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations in any

given quarter or fiscal year.

operate in rapidly changing and competitive industries and our projections are subject to the risks and assumptions made by management

with respect to our industries.

Operating results are difficult to forecast as they generally depend on our assessment of the timing

of adoption of commercial renewable fuel technologies, which is uncertain.

Furthermore, as we invest in the development of our commercial

production facilities that have yet to achieve commercial success, we may not recover the often substantial up-front costs of developing

these facilities or recover the opportunity cost of diverting management and financial resources away from other projects.

Additionally,

our business may be affected by reductions in consumer demand as a result of a number of factors which may be difficult to predict.

our assumptions and expectations with respect to margins and the pricing of our renewable gasoline may not prove to be accurate as a

result of competitive pressures or customer demands.

This may result in decreased revenue, and we may be unable to adopt measures in

a timely manner to compensate for any unexpected shortfall in revenue.

This inability could cause our operating results in a given quarter

or year to be higher or lower than expected.

our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations

change, our operating results could be adversely affected.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates, judgments, and assumptions that

affect the amounts reported in our financial statements and accompanying notes.

We base our estimates on historical experience and on

various other assumptions that we believe to be reasonable under the circumstances, as described in the section titled “ Management’s

Discussion and Analysis of Financial Condition and Results of Operations .” The results of these estimates form the basis for

making judgments about the carrying values of assets, liabilities, and equity as of the date of the financial statements, and the amount

of revenue and expenses, during the periods presented, that are not readily apparent from other sources.

Significant assumptions and

estimates used in preparing our financial statements include those related to determination of revenue recognition, stock-based compensation,

inventory, warranties, and accounting for income taxes.

Our operating results may be adversely affected if our assumptions change or

if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations

of industry or financial analysts and investors, resulting in a decline in the trading price of our common stock.

Additionally,

we regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that

are relevant to us.

As a result of new standards, changes to existing standards, and changes in interpretation, we might be required

to change our accounting policies, alter our operational policies, or implement new or enhance existing systems so that they reflect

new or amended financial reporting standards, or we may be required to restate our published financial statements.

Changes to existing

standards or changes in their interpretation may have an adverse effect on our reputation, business, financial position, and profit,

or cause an adverse deviation from our revenue and operating profit target, which may negatively impact our financial results.

may adversely affect us by increasing costs of our business.

can adversely affect us by increasing costs of feedstock, equipment, materials, and labor.

In addition, inflation is often accompanied

by higher interest rates.

In an inflationary environment, such as the current economic environment, depending on other economic conditions,

we may be unable to raise prices of our fuels or products to keep up with the rate of inflation, which would reduce our profit margins.

Given the inflation rates in 2022 and thus far in 2023, we have experienced, and continue to experience, increases in prices of feedstock,

equipment, materials, and labor.

Continued inflationary pressures could impact our profitability.

industry and our technologies are rapidly evolving and may be subject to unforeseen changes and developments in alternative technologies

may adversely affect the demand for renewable gasoline.

If we fail to make the right investment decisions in our technologies and products,

we may be at a competitive disadvantage.

renewable fuels industry is relatively new and has experienced substantial change in the last several years.

As more companies invest

in renewable energy technology and alternative energy sources, we may be unable to keep up with technology advancements and, as a result,

our competitiveness may suffer.

As technologies change, we plan to spend significant resources in ongoing research and development, and

to upgrade or adapt our renewable gasoline, and introduce new products and services in order to continue to provide renewable gasoline

and related products with the latest technology.

Our research and development efforts may not be sufficient or could involve substantial

costs and delays and lower our return on investment for our technologies.

Delays or missed opportunities to adopt new technologies could

adversely affect our business, prospects, financial condition, and operating results.

addition, we may not be able to compete effectively with other alternative fuel products and integrate the latest technology into our

STG+® process and related technologies.

Even if we are able to keep pace with changes in technology and develop new products, we

are subject to the risk that our prior products and production process will become obsolete more quickly than expected, resulting in

less efficient facilities and potentially reducing our return on investment.

Moreover, developments in alternative technologies, such

as advanced diesel, ethanol, hydrogen fuel cells, or compressed natural gas, or improvements in the fuel economy of the internal combustion

engine, may adversely affect our business and prospects in ways we do not currently anticipate.

Any developments with respect to these

technologies and related renewables research, or the perception that they may occur, may prompt us to invest heavily in additional research

to compete effectively with these advances, which research and development may not be effective.

Any failure by us to successfully react

to changes in existing technologies could adversely affect our competitive position and growth prospects.

regarding the environmental impact of renewable gasoline production could affect public policy which could impair our ability to operate

at a profit and substantially harm our revenues and operating margins.

Under the Energy Independence and Security Act,

the EPA is required to produce a study every three years of the environmental impacts associated with current and future biofuel production

and use, including effects on air and water quality, soil quality and conservation, water availability, energy recovery from secondary

materials, ecosystem health and biodiversity, invasive species and international impacts.

Should such EPA triennial studies, or other

analyses find that biofuel production and use has resulted in, or could in the future result in, adverse environmental impacts, such findings

could also negatively impact public perception and acceptance of biofuel as an alternative fuel, which also could result in the loss of

political support.

To the extent that state or federal laws are modified or public perception turns against biofuels, use requirements

such as RFS and LCFS may not continue, which could materially harm our ability to operate profitably.

of Intermediate and CENAQ identified material weaknesses in its internal controls over financial reporting.

If we are unable to develop

and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial

results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and

operating results, and we may face litigation as a result.

connection with the preparation of Intermediate’s financial statements for the year ended December 31, 2022 and the period from

July 31, 2020 (inception) to December 31, 2021, management of Intermediate noted a material weakness in Intermediate’s internal

control over financial reporting.

Intermediate’s management did not maintain effective internal control over the reconciliation

of the final fair value of the unit-based compensation awards prepared by third party valuation specialists to the accounting records

due to a lack of professionals with defined roles within the accounting function providing financial reporting oversight.

Additionally,

Intermediate did not maintain effective internal control regarding the date on which to apply new accounting standards based upon CENAQ’s

elections made under the JOBS Act, which required Intermediate to apply new accounting standards as if it were a public business entity.

connection with the preparation of our financial statements as of September 30, 2021, CENAQ reevaluated the classification of the Class

A Common Stock subject to possible redemption.

This revaluation was due to a recent notification from the SEC that SPACs must

not report possible redemption of stock as permanent equity.

After consultation with the chairman of its audit committee, CENAQ management

concluded that the previously issued audited balance sheet dated as of August 17, 2021 related to the consummation of its IPO, should

be restated to report all Class A Common Stock subject to possible redemption as temporary equity.

As part of such process, CENAQ identified

a material weakness in its internal control over financial reporting related to the lack of ability to account for complex financial

During the quarter ended December 31, 2021, CENAQ management identified a material weakness in internal control relating

to the over-allotment option.

During the quarter ended June 30, 2022, CENAQ management identified a material weakness for improper recording

of accrued liabilities which affected the quarter ended March 31, 2022.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is

a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and

corrected, on a timely basis.

Effective internal controls are necessary to provide reliable financial reports and prevent fraud, and

material weaknesses could limit the ability to prevent or detect a misstatement of accounts or disclosures that could result in a material

misstatement of annual or interim financial statements.

In such a case, we may be unable to maintain compliance with securities law requirements

regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence

in our financial reporting, our securities price may decline and we may face litigation as a result.

We continue to evaluate steps to

remediate the material weaknesses.

These remediation measures may be time consuming and costly and there is no assurance that these initiatives

will ultimately have the intended effects.

However, we cannot assure you that the measures we have taken to date, or any measures we

may take in the future, will be sufficient to avoid potential future material weaknesses.

we lose key personnel, including key management personnel, or are unable to attract and retain additional personnel, it could delay our

development and harm our research, make it more difficult to pursue partnerships or develop our own products or otherwise have a material

adverse effect on our business.

business is complex and we intend to target a variety of markets.

Therefore, it is critical that our management team and employee workforce

are knowledgeable in the areas in which we operate.

The departure, illness or absence of any key members of our management, including

our named executive officers, or the failure to attract or retain other key employees who possess the requisite expertise for the conduct

of our business, could prevent us from developing and commercializing our renewable gasoline for our target markets and entering into

partnership arrangements to execute our business strategy.

In addition, the loss of any key scientific staff, or the failure to attract

or retain other key scientific employees, could prevent us from developing and commercializing our renewable gasoline for our target

markets and entering into partnership arrangements to execute our business strategy.

All of our employees are at-will employees, meaning

that either the employee or we may terminate their employment at any time.

also engage a number of individuals as independent contractors to provide certain material scientific and engineering services.

to retain access to the services provided by these individuals, or to attract and retain individuals to provide consulting or other services,

could also delay or prevent us from developing and commercializing our renewable gasoline for our target markets and entering into partnership

arrangements to execute our business strategy, and otherwise executing on our business plans.

management team has limited experience in operating a public company.

executive officers have limited experience in the management of a publicly traded company.

Our management team may not successfully or

effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations

under federal securities laws.

We may not have adequate personnel with the appropriate level of knowledge, experience, and training in

the policies, practices or internal controls over financial reporting required of public companies in the United States.

we may be required to pay higher outside legal, accounting or consulting costs than our competitors, and our management team members

may have to devote a higher proportion of their time to issues relating to compliance with the laws applicable to public companies, both

of which might put us at a disadvantage relative to competitors.

are a “controlled company” within the meaning of Nasdaq Capital Market rules and, as a result, qualify for exemptions from

certain corporate governance requirements.

As a result, you do not have the same protections afforded to stockholders of companies that

are not exempt from such corporate governance requirements.

50% of our voting power for the election of directors is held by an individual, group or another company.

As a result, we are a controlled

company within the meaning of Nasdaq Capital Market corporate governance standards.

Under Nasdaq Capital Market rules, a controlled company

may elect not to comply with certain Nasdaq corporate governance requirements, including the requirements that:

majority of the board consist of independent directors under Nasdaq Capital Market rules;

nominating and governance committee be composed entirely of independent directors with a

written charter addressing the committee’s purpose and responsibilities;

compensation committee be composed entirely of independent directors with a written charter

addressing the committee’s purpose and responsibilities.

requirements will not apply to us as long as we remain a controlled company.

We may utilize some or all of these exemptions.

you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements

of Nasdaq Capital Market.

time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse

impact on our profitability and consolidated financial position.

may be involved in a variety of litigation, other claims, suits, regulatory actions or government investigations and inquiries and commercial

or contractual disputes that, from time to time, are significant.

In addition, from time to time, we may also be involved in legal proceedings

and investigations arising in the normal course of business including, without limitation, commercial or contractual disputes, including

warranty claims and other disputes with potential customers, former employees and suppliers, intellectual property matters, personal

injury claims, environmental issues, tax matters, and employment matters.

It is difficult to predict the outcome or ultimate financial

exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material.

may also negatively affect our reputation.

Related to the Company

sales and issuances of our Class A Common Stock could result in additional dilution of the percentage ownership of our stockholders and

could cause our share price to fall.

expect that significant additional capital will be needed in the future to pursue our growth plan.

To raise capital, we may sell shares

of our Class A Common Stock, convertible securities or other equity securities in one or more transactions at prices and in a manner

we determine from time to time.

If we sell shares of our Class A Common Stock, convertible securities or other equity securities, investors

may be materially diluted by subsequent sales.

Such sales may also result in material dilution to our existing stockholders, and new

investors could gain rights, preferences, and privileges senior to existing holders of our Class A Common Stock.

sales of a substantial number of shares of our Class A Common Stock, or the perception in the market that the holders of a large number

of shares of Class A Common Stock intend to sell shares, could reduce the market price of our Class A Common Stock.

of a substantial number of shares of our Class A Common Stock in the public market, could occur at any time.

These sales, or the perception

in the market that the holders of a large number of shares of Class A Common Stock intend to sell shares, could reduce the market price

of our Class A Common Stock.

to the Lock-Up Agreement, certain stockholders, including Holdings, are currently subject to restrictions on transfer until the earlier

of (i) six months after the Closing Date, and (ii) subsequent to the Closing Date (x) if the last sale price of the shares of Class A

Common Stock quoted on the Nasdaq Capital Market is greater than or equal to $12.00 per share for any 20 trading days within any period

of 30 consecutive trading days commencing at least 75 days after the Closing Date or (y) the date on which Verde Clean Fuels completes

a liquidation, merger capital stock exchange, reorganization or other similar transaction with a third party that results in all of our

stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.

Sales of such

shares may be made under a registration statement filed under the Securities Act or in reliance upon an exemption from registration under

the Securities Act.

loss of our senior management or technical personnel could adversely affect our ability to successfully operate our business.

we intend to closely scrutinize any individuals we engage, we cannot assure you that our assessment of these individuals will prove to

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause

us to have to expend time and resources helping them become familiar with such requirements.

The loss of the services of our senior management

or technical personnel could have a material adverse effect on our business, financial condition and results of operations.

dependent, in part, upon Intermediate’s technical personnel in connection with operating the business.

A loss by Intermediate of

its technical personnel could seriously harm our business and results of operations.

are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm our business may occur

and not be detected.

management does not expect that our internal and disclosure controls will prevent all possible error and all fraud.

A control system,

no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system

In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls

must be relative to their costs.

Because of the inherent limitations in all control systems, an evaluation of controls can only provide

reasonable assurance that all material control issues and instances of fraud, if any, in we have been detected.

inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple

error or mistake.

Further, controls can be circumvented by the individual acts of some persons or by collusion of two or more persons.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be

no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Because of inherent limitations

in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

We are also dependent, in part,

upon Intermediate’s internal controls.

A failure of our controls and procedures to detect error or fraud could seriously harm our

business and results of operations.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of

third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early-stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or

to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of

them, could have adverse consequences on our business and lead to financial loss.

We are also dependent, in part, upon Intermediate’s

A failure in the security of Intermediate’s information systems could seriously harm our business and results of operations.

owns the majority of our voting stock and has the right to appoint a majority of our board members, and our interests may conflict with

those of other stockholders.

owns the majority of our voting stock and is initially entitled to appoint the majority of our Board.

As a result, Holdings is able to

substantially influence matters requiring our stockholder or board approval, including the election of directors, approval of any potential

acquisition of us, changes to our organizational documents and significant corporate transactions.

This concentration of ownership makes

it unlikely that any other holder or group of holders of Class A Common Stock will be able to affect the way we are managed or the direction

of our business.

The interests of Holdings with respect to matters potentially or actually involving or affecting us, such as future

acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other stockholders.

example, Holdings may have different tax positions from us, especially in light of the Tax Receivable Agreement, that could influence

our decisions regarding whether and when to support the disposition of assets, the incurrence or refinancing of new or existing indebtedness,

or the termination of the Tax Receivable Agreement and acceleration of our obligations thereunder.

In addition, the determination of

future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to our

tax reporting positions may take into consideration tax or other considerations of Holdings, including the effect of such positions on

our obligations under the Tax Receivable Agreement, which may differ from the considerations of ours or other stockholders.

may amend the terms of the warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of

at least 50% of the then-outstanding Public Warrants.

As a result, the exercise price of the warrants could be increased, the exercise

period could be shortened and the number of shares of our Class A Common Stock purchasable upon exercise of a warrant could be decreased,

all without a holder’s approval.

warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant

agent, and us.

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder (i) to

cure any ambiguity or to correct any mistake, including to conform the provisions therein to the descriptions of the terms of the warrants,

or to cure, correct or supplement any defective provision, or (ii) to add or change any other provisions with respect to matters or questions

arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem

to not adversely affect the interests of the registered holders of the warrants.

The warrant agreement requires the approval by the holders

of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders

of Public Warrants.

Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least

50% of the then-outstanding Public Warrants approve of such amendment.

Although our ability to amend the terms of the Public Warrants

with the consent of at least 50% of the then-outstanding Public Warrants is unlimited, examples of such amendments could be amendments

to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock (at a ratio different than

initially provided), shorten the exercise period or decrease the number of shares of our Class A Common Stock purchasable upon exercise

of a warrant.

We may redeem your unexpired warrants

before their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants

for cash at any time after they become exercisable and before their expiration, at a price of $0.01 per warrant, provided that the last

reported sales price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,

reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day

prior to the date on which we give proper notice of such redemption and provided certain other conditions are met.

If and when the warrants

become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for

sale under all applicable state securities laws.

Redemption of the outstanding warrants could force you (i) to exercise your warrants

and pay the exercise price therefore at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the

then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which,

at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

In addition, we may redeem your warrants after they become exercisable for a number of shares of Class A common stock determined

based on the redemption date and the fair market value of our Class A common stock.

Any such redemption may have similar consequences

to a cash redemption described above.

In addition, such redemption may occur at a time when the warrants are “out-of-the-money,”

in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock had

your warrants remained outstanding.

Our warrants and founder shares

may have an adverse effect on the market price of our Class A common stock and make it more difficult to complete our business combination.

issued warrants to purchase 12,937,500 shares of Class A common stock, and in a private placement, an aggregate of 6,675,000

warrants, at $1.00 per warrant at the option of the lender.

The private placement warrants are identical to the public warrants

including as to the exercise price, exercisability and exercise period.

In addition, if the sponsor makes any working capital loans,

it may convert those loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant.

also issue shares of Class A common stock in connection with our redemption of our warrants.

To the extent we issue shares of Class A

common stock to complete a business combination, the potential for the issuance of a substantial number of additional shares of Class A

common stock upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business.

Any such issuance will increase the number of issued and outstanding shares of our Class A common stock and reduce the value of the

shares of Class A common stock issued to complete the business combination.

Therefore, our warrants and founder shares may make it

more difficult to complete a business combination or increase the cost of acquiring the target business.

Because each unit contains three-quarters

of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition

companies, or SPACs.

Each unit contains three-quarters of

Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole

warrant may be exercised at any given time.

This is different from other offerings similar to ours whose units include one share of common

stock and one warrant to purchase one whole share.

We have established the components of the units in this way in order to reduce the

dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for

three-quarters of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe,

a more attractive merger partner for target businesses.

Nevertheless, this unit structure may cause our units to be worth less than if

they included a warrant to purchase one whole share.

A provision of our warrant agreement

may make it more difficult for us to consummate an initial business combination.

Unlike most blank check companies, if

(i) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing

of our initial business combination at a Newly Issued Price of less than $9.20 per share of common stock and (ii) the aggregate gross

proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of

our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the

Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the

Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to

be equal to 180% of the higher of the Market Value or the Newly Issued Price, respectively.

This may make it more difficult for us to

consummate an initial business combination with a target business.

Risks Relating to our Securities

Because we must furnish our stockholders

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

with some prospective target businesses.

The federal proxy rules require that

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

and/or pro forma financial statement disclosure.

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

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

These financial statements may be required to be prepared

in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”)

or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending

on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public

Company Accounting Oversight Board (United States) (the “PCAOB”).

These financial statement requirements may limit the

pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for

us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the

prescribed time frame.

Increasing scrutiny and changing

expectations from investors, lenders, customers and other market participants with respect to our Environmental, Social and Governance,

or ESG, policies may impose additional costs on us or expose us to additional risks.

Companies across all industries are facing

increasing scrutiny relating to their ESG policies.

Investors, lenders and other market participants are increasingly focused on ESG practices

and in recent years have placed increasing importance on the implications and social cost of their investments.

The increased focus and

activism related to ESG may hinder our access to capital, as investors and lenders may reconsider their capital investment allocation

as a result of their assessment of our ESG practices.

If we do not adapt to or comply with investor, lender or other industry shareholder

expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for

ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the future business,

financial condition and stock price could be materially and adversely affected.

We are an emerging growth company

and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure

requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to

investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being

required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

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

our stockholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to

five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A common

stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging

growth company as of the following December 31.

We cannot predict whether investors will find our securities less attractive because we

will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions,

the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities

and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the

JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private

companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities

registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides

that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such an election to opt out is irrevocable.

We have elected to irrevocably opt out of such extended transition period,

which means that when a standard is issued or revised and it has different application dates for public or private companies, we will

adopt the new or revised standard at the time public companies adopt the new or revised standard.

This may make comparison of our financial

statements with another emerging growth company that has not opted out of using the extended transition period difficult or impossible

because of the potential differences in accountant standards used.

Additionally, we are a “smaller

reporting company” as defined in Item 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 any fiscal year for so long as either (1) the market value of our common stock

held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million

during such completed fiscal year and the market value of our common stock held by non-affiliates did not exceed $700 million as of the

prior June 30.

Compliance obligations under the

Sarbanes-Oxley Act may make it more difficult for us to complete our initial business combination, require substantial financial and management

resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley

Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the

year ending December 31, 2021.

Only if we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply

with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting

firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank check company makes compliance

with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company

with which we seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding

adequacy of its internal controls.

The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley

Act may increase the time and costs necessary to complete any such acquisition.

Provisions in our amended and restated

certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to

pay in the future for our Class A common stock and could entrench management.

Our amended and restated certificate

of incorporation will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their

best interests.

These provisions include a staggered Board and the ability of the Board to designate the terms of and issue new series

of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve

payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover

provisions under Delaware law, which could delay or prevent a change of control.

Together these provisions may make the removal of management

more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our

Our amended and restated certificate

of incorporation designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions

and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial

forum for disputes with us or our directors, officers, employees or agents.

Our amended and restated certificate

of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State

of Delaware (“Court of Chancery”) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum

for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary

duty owed by any of our directors, officers, employees or stockholders to us or our stockholders, (iii) any action asserting a claim

arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or bylaws or as to which the DGCL

confers jurisdiction on the Court of Chancery or (iv) any action asserting a claim against us, our directors, officers, or employees

that is governed by the internal affairs doctrine, in each such case except for such claims as to which (a) the Court of Chancery

determines that it does not have personal jurisdiction over an indispensable party, (b) exclusive jurisdiction is vested in a court

or forum other than the Court of Chancery, or (c) the Court of Chancery does not have subject matter jurisdiction.

Any person or

entity purchasing or otherwise acquiring or holding any interest in shares of our common stock will be deemed to have notice of, and consented

to, the provisions of our amended and restated certificate of incorporation described in the preceding sentence.

This choice of forum

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

our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons.

Alternatively, if a court

were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the

specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions,

which could adversely affect our business, financial condition or results of operations.

Our amended and restated certificate

of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law.

of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange

Act or the rules and regulations thereunder and Section 22 of the Securities Act creates concurrent jurisdiction for federal and

state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act,

the Securities Act, or any other claim for which the federal courts have exclusive jurisdiction.

Cyber incidents or attacks directed

at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including

information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal.

Sophisticated

and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or

the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

an early stage company without significant investments in data security protection, we may not be sufficiently protected against such

We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to,

cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business

and lead to financial loss.

An investment in CENAQ Common Stock may result

in uncertain or adverse United States federal income tax consequences.

An investment in CENAQ stock may result in

uncertain U.S.

federal income tax consequences.

For instance, because there are no authorities that directly address instruments similar

to the units we are issuing in the IPO, the allocation an investor makes with respect to the purchase price of a unit between the share

of Class A common stock and the three-quarters of one redeemable warrant to purchase Class A common stock included in each unit

could be challenged by the Internal Revenue Service (“IRS”) or the courts.

Furthermore, the U.S.

federal income tax consequences

of a cashless exercise of a warrant included in the units is unclear under current law.

Finally, it is unclear whether the redemption

rights with respect to our shares of Class A common stock suspend the running of a U.S.

holder’s holding period for purposes

of determining whether any gain or loss realized by such holder on the sale or exchange of Class A common stock is long-term capital

gain or loss and for determining whether any dividend we pay would be considered “qualified dividend income” for U.S.

income tax purposes.

See “United States Federal Income Tax Considerations” below for a summary of the principal United States

federal income tax consequences of an investment in our securities.

Prospective investors are urged to consult their tax advisors with

respect to these and other tax consequences when purchasing, holding or disposing of our securities.

If we complete our initial business

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

risks that may negatively impact our operations.

If we complete our initial business combination

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

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

● higher costs and difficulties inherent in managing cross-border

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

● rules and regulations regarding currency redemption;

● complex corporate withholding taxes on individuals;

● laws governing the manner in which future business combinations

may be effected;

● tariffs and trade barriers;

● regulations related to customs and import/export matters;

● longer payment cycles and challenges in collecting accounts

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

as compared to the United States;

● currency fluctuations and exchange controls;

● rates of inflation;

● cultural and language differences;

● employment regulations;

● crime, strikes, riots, civil disturbances, terrorist attacks,

natural disasters and wars;

● deterioration of political relations with the United States;

● government appropriations of assets.

We may not be able to adequately address

these additional risks.

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

and financial condition.

can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.

shares of Class A Common Stock and the Public Warrants are listed on Nasdaq under the symbols “VGAS” and “VGASW,”

respectively.

If Nasdaq delists our securities from trading on its exchange for failure to meet the listing standards, we and our stockholders

could face significant negative consequences.

The consequences of failing to meet the listing requirements include:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our Class A Common Stock is a “penny stock” which will require

brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly

result in a reduced level of trading activity in the secondary trading market for our securities;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

there are no current plans to pay cash dividends on shares of Common Stock for the foreseeable future, you may not receive any return

on investment unless you sell your shares of Common Stock for a price greater than that which you paid for it.

intend to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any

cash dividends for the foreseeable future.

The declaration, amount and payment of any future dividends on shares of Common Stock will

be at the sole discretion of our board, who may take into account general and economic conditions, our financial condition and results

of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory

restrictions, implications on the payment of dividends by us to our its stockholders or by our subsidiaries to us and such other factors

our board may deem relevant.

In addition, our ability to pay dividends is limited by covenants of any indebtedness we incur.

you may not receive any return on an investment in the shares of Class A Common Stock unless you sell your shares of Class A Common Stock

for a price greater than that which you paid for it.

an active market for our securities develops and continues, the trading price of our securities could be volatile and subject to wide

fluctuations in response to various factors, some of which are beyond our control.

an active market for our securities develops and continues, the trading price of our securities could be volatile and subject to wide

fluctuations in response to various factors, some of which are beyond our control.

Any of the factors listed below could have a material

adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for

In such circumstances, the trading price of our securities may not recover and may experience a further decline.

affecting the trading price of our securities may include:

or anticipated fluctuations in our quarterly financial results or the quarterly financial

results of companies perceived to be similar to us;

in the market’s expectations about our operating results;

of competitors;

operating results failing to meet the expectation of securities analysts or investors in

a particular period;

in financial estimates and recommendations by securities analysts concerning us or the market

and stock price performance of other companies that investors deem comparable to us;

ability to market new and enhanced products and technologies on a timely basis;

in laws and regulations affecting our business;

ability to meet compliance requirements;

● commencement

of, or involvement in, litigation involving us;

in our capital structure, such as future issuances of securities or the incurrence of additional

volume of shares of our common stock available for public sale;

major change in our Board or management;

of substantial amounts of common stock by our directors, executive officers or significant

stockholders or the perception that such sales could occur;

of shares of our Class A Common Stock by the PIPE Investors;

volume of shares of our Class A Common Stock available for public sale, including as a result

of the termination of the post-closing lock-up pursuant to the terms thereof;

economic and political conditions such as recessions, interest rates, fuel prices, international

currency fluctuations and acts of war or terrorism.

market and industry factors may materially harm the market price of our securities irrespective of our operating performance.

market in general and the Nasdaq Stock Market have experienced price and volume fluctuations that have often been unrelated or disproportionate

to the operating performance of the particular companies affected.

The trading prices and valuations of these stocks, and of our securities,

may not be predictable.

A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors

perceive to be similar to us could depress our stock price regardless of our business, prospects, financial condition or results of operations.

A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability

to obtain additional financing in the future.

securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they

change their recommendations regarding our common stock adversely, the price and trading volume of our common stock could decline.

trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about

us, our business, our market or our competitors.

If any of the analysts who may cover us change their recommendation regarding our stock

adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline.

If any analyst who may cover us were to cease their coverage or fail to regularly publish reports on us, we could lose visibility in

the financial markets, which could cause our stock price or trading volume to decline.

in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, investments and results

of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we are required to comply with

certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult, time

consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and those

changes could have a material adverse effect on our business, investments and results of operations.

In addition, a failure to comply

with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of

a result of plans to expand our business operations, including to jurisdictions in which tax laws may not be favorable, our obligations

may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any

of which could adversely affect our after-tax profitability and financial results.

effective tax rates may fluctuate widely in the future, particularly if our business expands domestically or internationally.

effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under GAAP, changes in

deferred tax assets and liabilities, or changes in tax laws.

Factors that could materially affect our future effective tax rates include,

but are not limited to:

(a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices,

(c) changes in the composition of operating income by tax jurisdiction and (d) pre-tax operating results of our business.

Additionally,

we may be subject to significant income, withholding, and other tax obligations in the United States and may become subject to taxation

in numerous additional U.S.

state and local and non-U.S.

jurisdictions with respect to income, operations and subsidiaries related to

those jurisdictions.

Our after-tax profitability and financial results could be subject to volatility or be affected by numerous factors,

including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes

in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation

allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various

jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes

to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions

and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions and (i) the ability to structure

business operations in an efficient and competitive manner.

Outcomes from audits or examinations by taxing authorities could have an

adverse effect on our after-tax profitability and financial condition.

Additionally, the U.S.

Internal Revenue Service (“ IRS ”)

and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products

and services and the use of intangibles.

Tax authorities could disagree with our intercompany charges, cross-jurisdictional transfer

pricing or other matters and assess additional taxes.

If we do not prevail in any such disagreements, our profitability may be affected.

after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties,

regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive

are a holding company.

Our only material asset is our equity interest in OpCo, and we will accordingly be dependent upon distributions

from OpCo to pay taxes, make payments under the Tax Receivable Agreement and cover its corporate and other overhead expenses.

are a holding company and has no material assets other than its equity interest in OpCo.

We have no independent means of generating revenue.

To the extent OpCo has available cash, we intend to cause OpCo to make (i) generally pro rata distributions to the holders of OpCo Units,

including us, in an amount at least sufficient to allow us to pay our taxes and make payments under the Tax Receivable Agreement and

any subsequent tax receivable agreement that we may enter into in connection with future acquisitions and (ii) non-pro rata payments

to us to reimburse us for our corporate and other overhead expenses.

To the extent that we need funds and OpCo or its subsidiaries are

restricted from making such distributions or payments under applicable law or regulation or under the terms of any current or future

financing arrangements, or are otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely

because we have no independent means of generating revenue, our ability to make tax payments and payments under the Tax Receivable Agreement

will be dependent on the ability of OpCo to make distributions to us in an amount sufficient to cover our tax obligations (and those

of its wholly owned subsidiaries) and obligations under the Tax Receivable Agreement.

This ability, in turn, may depend on the ability

of OpCo’s subsidiaries to make distributions to it.

We intend that such distributions from OpCo and its subsidiaries be funded

with cash from operations or from future borrowings.

The ability of OpCo, its subsidiaries and other entities in which it directly or

indirectly holds an equity interest to make such distributions will be subject to, among other things, (i) the applicable provisions

of Delaware law (or other applicable jurisdiction) that may limit the amount of funds available for distribution and (ii) restrictions

in relevant debt instruments issued by OpCo or its subsidiaries and other entities in which it directly or indirectly holds an equity

To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be

deferred and will accrue interest until paid.

will be required to make payments under the Tax Receivable Agreement for certain tax benefits that it may claim, and the amounts of such

payments could be significant.

entered into the Tax Receivable Agreement with the TRA Holders.

This agreement generally provides for the payment by us to the TRA Holders

of 85% of the net cash savings, if any, in U.S.

federal, state and local income tax and franchise tax (computed using simplifying assumptions

to address the impact of state and local taxes) that we actually realize (or are deemed to realize in certain circumstances) in periods

after the business combination as a result of certain increases in tax basis available to us pursuant to the exercise of the OpCo Exchange

Right, a Mandatory Exchange or the Call Right and certain benefits attributable to imputed interest.

We will retain the benefit of the

remaining 15% of any actual net cash tax savings.

term of the Tax Receivable Agreement will continue until all tax benefits that are subject to the Tax Receivable Agreement have been

utilized or expired, unless we experience a change of control (as defined in the Tax Receivable Agreement, which includes certain mergers,

asset sales, or other forms of business combinations) or the Tax Receivable Agreement otherwise terminates early (at our election or

as a result of our breach or the commencement of bankruptcy or similar proceedings by or against us), and we make the termination payments

specified in the Tax Receivable Agreement in connection with such change of control or other early termination.

payment obligations under the Tax Receivable Agreement are our obligations and not obligations of OpCo, and we expect that the payments

required to be made under the Tax Receivable Agreement will be substantial.

Estimating the amount and timing of payments that may become

due under the Tax Receivable Agreement is by its nature imprecise.

For purposes of the Tax Receivable Agreement, net cash tax savings

generally are calculated by comparing our actual tax liability (determined by using the actual applicable U.S.

federal income tax rate

and an assumed combined state and local income and franchise tax rate) to the amount we would have been required to pay had it not been

able to utilize any of the tax benefits subject to the Tax Receivable Agreement.

The actual increases in tax basis covered by the Tax

Receivable Agreement, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending on a number

of factors, including the timing of any redemption of Class C OpCo Units, the price of our Class A Common Stock at the time of each redemption,

the extent to which such redemptions are taxable transactions, the amount of the redeeming OpCo unitholder’s tax basis in its Class

C OpCo Units at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis,

the amount and timing of taxable income we generate in the future, the U.S.

federal income tax rates then applicable, and the portion

of our payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis.

The Tax Receivable Agreement contains a payment cap of $50,000,000, which applies only to certain payments required to be made in connection

with the occurrence of a change of control.

The Payment Cap would not be reduced or offset by any amounts previously paid under the Tax

Receivable Agreement or any amounts that are required to be paid (but have not yet been paid) for the year in which the change of control

occurs or any prior years.

Any distributions made by OpCo to us in order to enable us to make payments under the Tax Receivable Agreement,

as well as any corresponding pro rata distributions made to the OpCo unitholders, could have an adverse impact on our liquidity.

payments under the Tax Receivable Agreement will not be conditioned upon a TRA Holder having a continued ownership interest in us or

certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any,

we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other

forms of business combinations) or the Tax Receivable Agreement otherwise terminates early (at our election or as a result of our breach

or the commencement of bankruptcy or similar proceedings by or against us), our obligations under the Tax Receivable Agreement would

accelerate and we would be required to make an immediate payment equal to the present value of the anticipated future payments to be

made by it under the Tax Receivable Agreement and such payment is expected to be substantial.

The calculation of anticipated future payments

would be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) that we have sufficient

taxable income to fully utilize the tax benefits covered by the Tax Receivable Agreement, and (ii) that any OpCo Units (other than those

held by us) outstanding on the termination date are deemed to be redeemed on the termination date.

If we were to experience a change

of control, we estimate that the early termination payment, calculated on the basis of the above assumptions, would be approximately

$32 million (calculated using a discount rate equal to (i) the greater of (A) 0.25% and (B) the Secured Overnight Financing Rate (“SOFR”),

plus (ii) 150 basis points, applied against an undiscounted liability of $48 million based on the 21% U.S.

federal corporate income tax

rate and estimated applicable state and local income tax rates).

The foregoing amount is merely an estimate and the actual payment could

differ materially.

In connection with a change of control, any early termination payment would be subject to the Payment Cap of $50,000,000.

The Payment Cap would not be reduced or offset by any amounts previously paid under the Tax Receivable Agreement or any amounts that

are required to be paid (but have not yet been paid) for the year in which the change of control occurs or any prior years.

early termination payment may be made significantly in advance of, and may materially exceed, the actual realization, if any, of the

future tax benefits to which the termination payment relates.

Moreover, the obligation to make an early termination payment upon a change

of control could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain

mergers, asset sales, or other forms of business combinations or changes of control.

can be no assurance that we will be able to satisfy our obligations under the Tax Receivable Agreement.

the event that payment obligations under the Tax Receivable Agreement are accelerated in connection with certain mergers, other forms

of business combinations or other changes of control, the consideration payable to holders of our Class A Common Stock could be substantially

we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other

forms of business combinations), we would be obligated to make a substantial immediate lump-sum payment, and such payment may be significantly

in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates;

that any such payment would be subject to the Payment Cap of $50,000,000, which applies only to certain payments required to be made

under the Tax Receivable Agreement in connection with the occurrence of a change of control.

The Payment Cap would not be reduced or

offset by any amounts previously paid under the Tax Receivable Agreement or any amounts that are required to be paid (but have not yet

been paid) for the year in which the change of control occurs or any prior years.

As a result of this payment obligation, holders of

our Class A Common Stock could receive substantially less consideration in connection with a change of control transaction than they

would receive in the absence of such obligation.

Further, any payment obligations under the Tax Receivable Agreement will not be conditioned

upon the TRA Holders’ having a continued interest in us or OpCo.

Accordingly, the TRA Holders’ interests may conflict with

those of the holders of our Class A Common Stock.

Please read “Risk Factors—Risks Related to the Company—In certain

cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize

in respect of the tax attributes subject to the Tax Receivable Agreement.”

will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.

under the Tax Receivable Agreement will be based on the tax reporting positions that we will determine.

The IRS or another taxing authority

may challenge all or part of the tax basis increases covered by the Tax Receivable Agreement, as well as other related tax positions

we take, and a court could sustain such challenge.

The TRA Holders will not reimburse us for any payments previously made under the Tax

Receivable Agreement if any tax benefits that have given rise to payments under the Tax Receivable Agreement are subsequently disallowed,

except that excess payments made to any TRA Holder will be netted against future payments that would otherwise be made to such TRA Holder,

if any, after our determination of such excess (which determination may be made a number of years following the initial payment and after

future payments have been made).

As a result, in such circumstances, we could make payments that are greater than our actual cash tax

savings, if any, and we may not be able to recoup those payments, which could materially adversely affect our liquidity.

OpCo were to become a publicly traded partnership taxable as a corporation for U.S.

federal income tax purposes, we and OpCo might be

subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax

Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

intend to operate such that OpCo does not become a publicly traded partnership taxable as a corporation for U.S.

federal income tax purposes.

A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or

are readily tradable on a secondary market or the substantial equivalent thereof.

Under certain circumstances, the exchange of Class

C OpCo Units pursuant to the OpCo Exchange Right or Mandatory Exchange (or acquisitions of Class C OpCo Units pursuant to the Call Right)

or other transfers of Class C OpCo Units could cause OpCo to be treated as a publicly traded partnership.

Applicable U.S.

Treasury regulations

provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that redemptions or other

transfers of OpCo Units qualify for one or more of such safe harbors.

For example, we limited the number of holders of OpCo Units, and

the OpCo A&R LLC Agreement, provides for certain limitations on the ability of holders of OpCo Units to transfer their OpCo Units

and provides us, as the manager of OpCo, with the right to prohibit the exercise of an OpCo Exchange Right if it determines (based on

the advice of counsel) there is a material risk that OpCo would be a publicly traded partnership as a result of such exercise.

OpCo were to become a publicly traded partnership taxable as a corporation for U.S.

federal income tax purposes, significant tax inefficiencies

might result for us and for OpCo, including as a result of our inability to file a consolidated U.S.

federal income tax return with OpCo.

In addition, we might not be able to realize tax benefits covered under the Tax Receivable Agreement, and we would not be able to recover

any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed

increase in the tax basis of OpCo’s assets) were subsequently determined to have been unavailable.

certain circumstances, OpCo will be required to make tax distributions to the OpCo unitholders, including us, and the tax distributions

that OpCo will be required to make may be substantial.

The OpCo tax distribution requirement may complicate our ability to maintain our

intended capital structure.

will generally make quarterly tax distributions to the OpCo unitholders, including us.

Such distributions will be pro rata and be in

an amount sufficient to cause each OpCo unitholder to receive a distribution at least equal to (i) such OpCo unitholder’s allocable

share of net taxable income (in the case of each OpCo unitholder other than us, taking into account prior normal operating pro rata distributions

made to such OpCo unitholders in such year and calculated under certain assumptions), and (ii) with respect to us, any payments required

to be made by us under the Tax Receivable Agreement or any similar subsequent tax receivable agreements that it may enter into in connection

with future acquisitions (in each case, calculated under certain assumptions) multiplied by an assumed tax rate.

The assumed tax rate

for this purpose will be the combined maximum U.S.

federal, state, and local rate of tax applicable to us for the applicable taxable

year unless otherwise determined by OpCo.

As a result of certain assumptions in calculating the tax distribution payments, we may receive

tax distributions from OpCo in excess of its actual tax liability and its obligations under the Tax Receivable Agreement.

receipt of such excess distributions would complicate our ability to maintain certain aspects of our capital structure.

Such cash, if

retained, could cause the value of a Class A OpCo Unit to deviate from the value of a share of Class A Common Stock.

If we retain such

cash balances, the holders of Class C OpCo Units would benefit from any value attributable to such accumulated cash balances as a result

of their exercise of the OpCo Exchange Right, a Mandatory Exchange or the Call Right.

We intend to take steps to eliminate any material

cash balances.

Such steps could include distributing such cash balances as dividends on our Class A Common Stock and reinvesting such

cash balances in OpCo for additional Class A OpCo Units (with an accompanying stock dividend with respect to our Class A Common Stock

or an adjustment to the one-to-one exchange ratio applicable to the exercise of the OpCo Exchange Right, a Mandatory Exchange or the

tax distributions to the OpCo unitholders may be substantial and may, in the aggregate, exceed the amount of taxes that OpCo would have

paid if it were a similarly situated corporate taxpayer.

Funds used by OpCo to satisfy its tax distribution obligations will generally

not be available for reinvestment in its business.

in tax laws or the imposition of new or increased taxes may adversely affect our financial condition, results of operations and cash

corporation and thus is subject to U.S.

corporate income tax on its worldwide income.

Further, our operations and customers

will be located in the United States, and, as a result, we will be subject to various U.S.

federal, state and local taxes.

state and local and non-U.S.

tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or

applied adversely to us and may have an adverse effect on its financial condition, results of operations and cash flows.

example, in the United States, several tax law changes have been previously proposed that would, if ultimately enacted, impact the U.S.

federal income taxation of corporations.

Such proposals include an increase in the U.S.

income tax rate applicable to corporations (such

as us) from 21% to 28%.

It is unclear whether this, similar or other changes will be enacted and, if enacted, how soon any such changes

could take effect, and we cannot predict how any future changes in tax laws might affect us.

Additionally, states in which we operate

or own assets may impose new or increased taxes.

Changes in tax laws or the imposition of new or increased taxes could adversely affect

our financial condition, results of operations and cash flows.

federal excise tax on repurchases of corporate stock included in the Inflation Reduction Act of 2022 (the “IR Act”)

could cause a reduction in the value of our Class A Common Stock.

August 16, 2022, the IR Act was signed into law.

The IR Act provides for, among other changes, a new 1% U.S.

federal excise tax on certain

repurchases of stock by publicly traded U.S.

corporations after December 31, 2022.

The excise tax is imposed on the repurchasing corporation

itself, not on its stockholders from whom the shares are repurchased.

The amount of the excise tax is generally 1% of any positive difference

between the fair market value of any shares repurchased by the repurchasing corporation during a taxable year and the fair market value

of certain new stock issuances by the repurchasing corporation during the same taxable year.

addition, a number of exceptions will apply to this excise tax.

Department of the Treasury (the “Treasury”) has

been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, this excise tax.

JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements

applicable to other public companies that are not emerging growth companies.

qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act.

As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not

emerging growth companies, including (a) the exemption from the auditor attestation requirements with respect to internal control over

financial reporting under Section 404 of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden

parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in our periodic reports and prospectus.

As a result, our stockholders may not have access to certain information they deem important.

We will remain an emerging growth company

until the earliest of (a) the last day of the fiscal year (i) following August 17, 2026, the fifth anniversary of our IPO, (ii) in which

we have total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuant to SEC rules from time to time) or

(iii) 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 last business day of our prior second fiscal quarter, and (b) the date on which we have

issued more than $1.0 billion in non-convertible debt during the prior three year period.

addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with

new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company.

An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply

to private companies.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the

requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable.

We have elected to irrevocably

opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates

for public or private companies, we will adopt the new or revised standard at the time public companies adopt the new or revised standard.

This may make comparison of our financial statements with another emerging growth company that has not opted out of using the extended

transition period difficult or impossible because of the potential differences in accounting standards used.

cannot predict if investors will find our Class A Common Stock less attractive because we will rely on these exemptions.

If some investors

find our Class A Common Stock less attractive as a result, there may be less active trading market for our Class A Common Stock and our

stock price may be more volatile.

may issue additional common stock or preferred stock under an employee incentive plan.

Any such issuances would dilute the interest of

our stockholders and likely present other risks.

may issue a substantial number of additional shares of common or preferred stock under an employee incentive plan.

The issuance of additional

shares of common or preferred stock:

significantly dilute the equity interests of our investors;

subordinate the rights of holders of common stock if preferred stock is issued with rights

senior to those afforded our common stock;

cause a change in control if a substantial number of shares of our common stock are issued,

which may affect, among other things, our ability to use our net operating loss carry forwards,

if any, and could result in the resignation or removal of our present officers and directors;

adversely affect prevailing market prices for our Class A Common Stock and/or warrants.

Charter designates state courts within the State of Delaware as the exclusive forum for certain types of actions and proceedings that

may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes

with us or our directors, officers, employees or agents.

Charter provides that, unless we consent in writing to the selection of an alternative forum, (a) the Court of Chancery of the State

of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding

brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any current

or former director, officer, employee or agent of ours to us or our stockholders, or a claim of aiding and abetting any such breach of

fiduciary duty, (iii) any action asserting a claim against us or any director, officer, employee or agent of ours arising pursuant to

any provision of the DGCL, the Charter or the Bylaws (as either may be amended, restated, modified, supplemented or waived from time

to time), (iv) any action to interpret, apply, enforce or determine the validity of the Charter or the Bylaws (as either may be amended,

restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against us or any director, officer,

employee or agent of ours that is governed by the internal affairs doctrine or (vi) any action asserting an “internal corporate

claim” as that term is defined in Section 115 of the DGCL.

addition, the Charter provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts

of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of

any complaint asserting a cause of action arising under the Securities Act and the rules and regulations promulgated thereunder.

Notwithstanding

the foregoing, the Charter provides that the exclusive forum provision will not apply to claims seeking to enforce any liability or duty

created by the Exchange Act or any other claim for which the U.S.

federal courts have exclusive jurisdiction.

choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes

with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims,

although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations

Alternatively, if a court were to find the choice of forum provision contained in our amended and restated bylaws to be inapplicable

or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could

harm our business, operating results and financial condition.

Unresolved Staff Comments.

Not applicable.

Our executive offices are

shared with other companies located at 4550 Post Oak Place Dr., Suite 300, Houston, Texas 77027, and our telephone number is (713) 820-6300.

We consider our current office space adequate for our current operations.

No rent is currently being paid or accrued.

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

What changed 10-K

Item 1A. Risk Factors