52500000238636360.851.21262500025568180.851.210001824013--12-312021FYtrue000000262500026250002625000falseP10D5250000026250002386363625568180.850.851.211.210026250002625000P5D0001824013us-gaap:CommonClassBMemberus-gaap:OverAllotmentOptionMember2020-11-172020-11-170001824013us-gaap:RetainedEarningsMember2021-12-310001824013us-gaap:RetainedEarningsMember2020-12-310001824013us-gaap:AdditionalPaidInCapitalMember2020-12-310001824013us-gaap:RetainedEarningsMember2020-09-070001824013us-gaap:AdditionalPaidInCapitalMember2020-09-070001824013haacu:PublicWarrantsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001824013haacu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001824013us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001824013us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001824013haacu:PublicWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001824013haacu:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001824013us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001824013us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001824013us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-12-310001824013us-gaap:CommonClassBMemberus-gaap:CommonStockMember2020-12-310001824013us-gaap:CommonClassAMemberus-gaap:CommonStockMember2020-12-310001824013us-gaap:CommonClassBMemberus-gaap:CommonStockMember2020-09-070001824013us-gaap:CommonClassAMemberus-gaap:CommonStockMember2020-09-070001824013haacu:HealthAssuranceEconomyFoundationMember2020-09-240001824013haacu:AffiliateOfSponsorMember2020-09-240001824013us-gaap:IPOMember2021-12-310001824013haacu:IndependentDirectorMember2021-12-312021-12-310001824013haacu:IndependentDirectorMember2020-12-312020-12-310001824013haacu:SponsorMember2021-01-012021-12-310001824013haacu:HealthAssuranceEconomyFoundationMember2020-09-242020-09-240001824013haacu:AffiliateOfSponsorMember2020-09-242020-09-2400018240132020-09-300001824013haacu:StakeholderAlignedInitialListingSecuritiesMember2020-11-172020-11-170001824013haacu:WorkingCapitalLoansMember2021-12-310001824013us-gaap:RetainedEarningsMember2021-01-012021-12-310001824013haacu:SponsorMember2020-09-082020-12-310001824013us-gaap:FairValueMeasurementsRecurringMember2021-01-012021-12-310001824013us-gaap:FairValueMeasurementsRecurringMember2020-10-012020-12-310001824013us-gaap:FairValueMeasurementsRecurringMember2020-09-082020-09-300001824013us-gaap:CommonClassBMember2020-09-082020-12-310001824013us-gaap:CommonClassAMember2020-09-082020-12-310001824013us-gaap:MeasurementInputSharePriceMember2021-12-310001824013us-gaap:MeasurementInputRiskFreeInterestRateMember2021-12-310001824013us-gaap:MeasurementInputPriceVolatilityMember2021-12-310001824013us-gaap:MeasurementInputExpectedTermMember2021-12-310001824013us-gaap:MeasurementInputExpectedDividendRateMember2021-12-310001824013us-gaap:MeasurementInputSharePriceMember2020-12-310001824013us-gaap:MeasurementInputRiskFreeInterestRateMember2020-12-310001824013us-gaap:MeasurementInputPriceVolatilityMember2020-12-310001824013us-gaap:MeasurementInputExpectedTermMember2020-12-310001824013us-gaap:MeasurementInputExpectedDividendRateMember2020-12-310001824013us-gaap:CommonClassBMember2021-12-310001824013us-gaap:CommonClassBMember2020-12-310001824013us-gaap:CommonClassAMember2020-12-310001824013us-gaap:CommonClassBMember2020-09-300001824013us-gaap:CommonClassAMember2020-09-300001824013us-gaap:PrivatePlacementMember2020-11-170001824013haacu:PublicWarrantsMember2021-12-310001824013us-gaap:CommonClassAMember2021-12-310001824013us-gaap:CommonClassAMemberus-gaap:PrivatePlacementMember2020-11-1700018240132020-09-070001824013us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001824013us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001824013us-gaap:WarrantMemberus-gaap:CommonClassAMember2021-01-012021-12-310001824013haacu:WorkingCapitalLoansMember2020-09-242020-09-240001824013haacu:StakeholderAlignedInitialListingSecuritiesMemberus-gaap:OverAllotmentOptionMember2020-11-172020-11-170001824013haacu:StakeholderAlignedInitialListingSecuritiesMemberus-gaap:IPOMember2020-11-172020-11-170001824013us-gaap:IPOMember2020-11-172020-11-170001824013us-gaap:OverAllotmentOptionMember2021-01-012021-12-310001824013haacu:AlignmentSharesMemberus-gaap:CommonClassBMember2021-01-012021-12-310001824013haacu:RedemptionOfWarrantsWithCurrentRegistrationStatementInEffectMemberhaacu:PublicWarrantsMember2021-01-012021-12-310001824013haacu:SponsorMember2021-12-310001824013haacu:IndependentDirectorMember2020-12-310001824013haacu:IndependentDirectorMember2021-12-310001824013us-gaap:IPOMember2021-01-012021-12-3100018240132020-09-082021-12-310001824013us-gaap:CommonClassAMemberus-gaap:PrivatePlacementMember2021-01-012021-12-310001824013haacu:AlignmentSharesMemberus-gaap:CommonClassBMember2020-11-012020-11-300001824013haacu:PrivatePlacementWarrantsMember2020-09-082020-12-310001824013haacu:AlignmentSharesMember2021-01-012021-12-310001824013haacu:AlignmentSharesMemberus-gaap:CommonClassBMember2020-11-170001824013haacu:WorkingCapitalLoansMember2020-09-240001824013haacu:AlignmentSharesMemberus-gaap:CommonClassBMember2020-11-300001824013haacu:SponsorMember2020-09-240001824013us-gaap:OverAllotmentOptionMember2020-11-170001824013us-gaap:IPOMember2020-11-170001824013haacu:StakeholderAlignedInitialListingSecuritiesMember2020-11-1700018240132020-12-310001824013haacu:AlignmentSharesMemberhaacu:SponsorMemberus-gaap:CommonClassBMember2020-11-012020-11-300001824013us-gaap:CommonClassBMemberus-gaap:CommonStockMember2020-09-082020-12-310001824013us-gaap:CommonClassBMember2021-01-012021-12-310001824013haacu:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceedsFortyFivePointZeroZeroMemberhaacu:PublicWarrantsMember2021-01-012021-12-310001824013haacu:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceedsEighteenPointZeroMember2021-01-012021-12-310001824013us-gaap:PrivatePlacementMember2020-11-172020-11-170001824013haacu:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceedsEighteenPointZeroMemberhaacu:PublicWarrantsMember2021-01-012021-12-310001824013haacu:PublicWarrantsMember2021-01-012021-12-3100018240132021-12-310001824013us-gaap:RetainedEarningsMember2020-09-082020-12-310001824013us-gaap:AdditionalPaidInCapitalMember2020-09-082020-12-3100018240132020-09-082020-12-310001824013us-gaap:CommonClassAMember2021-01-012021-12-310001824013haacu:StakeholderAlignedInitialListingSecuritiesMember2021-01-012021-12-310001824013haacu:RedeemableWarrantsMember2021-01-012021-12-3100018240132021-06-300001824013us-gaap:CommonClassBMember2022-03-290001824013us-gaap:CommonClassAMember2022-03-2900018240132021-01-012021-12-31xbrli:sharesiso4217:USDxbrli:pureiso4217:USDxbrli:shareshaacu:Votehaacu:itemhaacu:Miso4217:UYU

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

HEALTH ASSURANCE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39702	85-2899745
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification Number)

20 University Road Cambridge, MA		02138
(Address of principal executive offices)		(Zip Code)


20 University Road, Cambridge, MA		02138
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 234-7000

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	~~Trading Symbol:~~	~~Name~~Trading ~~of Each Exchange on Which Registered~~Symbol:	Name of Each Exchange on Which Registered:
SAILSM (Stakeholder Aligned Initial Listing) securities, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fourth of one redeemable warrant	~~HAACU~~	~~The NASDAQ Stock Market LLC~~HAACU	The NASDAQ Stock Market LLC
Class A Common Stock included as part of the SAILSM securities	~~HAAC~~	~~The NASDAQ Stock Market LLC~~HAAC	The NASDAQ Stock Market LLC
Warrants included as part of the SAILSM securities, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	~~HAACW~~	~~The NASDAQ Stock Market LLC~~HAACW	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨ ☐

~~As of~~At June 30, ~~2020,~~2021 (the last business day of the registrant’s most recently completed second fiscal quarter~~, the registrant’s securities were not publicly traded. The registrant’s units began trading on the Nasdaq Stock Market LLC (“Nasdaq”~~) ~~on November 13~~, ~~2020 and~~ the ~~registrant’s Class A common stock, par value $0.0001 (the “Class A common stock”) and warrants began separate trading on the Nasdaq on January 4, 2021. The~~ aggregate market value of the common stock ~~outstanding, other than shares~~ held by ~~persons who may be deemed~~ non-affiliates of the ~~registrant,~~Registrant ~~computed by reference to the closing sales price for the common stock on December 31, 2020, as reported on the Nasdaq,~~ was ~~$578,550,000~~approximately ~~(based on the closing sales price of the SAILSM securities on December 31, 2020, of~~ $11525.~~02)~~5 million.

As of March 129 , ~~2021~~2022, 52,500,000 Class A common stock, par value $0.0001, and 2,625,000 Class B common stock, par value $0.0001, were issued and outstanding.

Documents Incorporated by Reference: None.

Table of Contents

TABLE OF CONTENTS

		PAGE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PART I		4
Item 1.	Business	4
Item 1A.	Risk Factors	25
Item 1B.	Unresolved Staff Comments	55
Item 2.	Properties	55
Item 3.	Legal Proceedings	55
Item 4.	Mine Safety Disclosures	55
PART II		56
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	56
Item 6.	Selected Financial Data	57
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	57
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	62
Item 8.	Financial Statements and Supplementary Data	62
Item 9A.	Controls and Procedures	62
Item 9B.	Other Information	62
PART III		63
Item 10.	Directors, Executive Officers and Corporate Governance	63
Item 11.	Executive Compensation	71
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	71
Item 13.	Certain Relationships and Related Transactions, and Director Independence	72
Item 14.	Principal Accountant Fees and Services	73
PART IV		74
Item 15.	Exhibits and Financial Statement Schedules	74
Item 16.	Form 10-K Summary	75


		PAGE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	21
Item 1B.	Unresolved Staff Comments	52
Item 2.	Properties	52
Item 3.	Legal Proceedings	52
Item 4.	Mine Safety Disclosures	52

PART II		53
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	53
Item 6.	Reserved	54
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 8.	Financial Statements and Supplementary Data	60
Item 9A.	Controls and Procedures	60
Item 9B.	Other Information	62
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	62

PART III		63
Item 10.	Directors, Executive Officers and Corporate Governance	63
Item 11.	Executive Compensation	71
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	71
Item 13.	Certain Relationships and Related Transactions, and Director Independence	73
Item 14.	Principal Accountant Fees and Services	73

PART IV		74
Item 15.	Exhibits and Financial Statement Schedules	74
Item 16.	Form 10-K Summary	76

Table of Contents

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), references to:

•● “amended and restated certificate of incorporation” are to the second amended and restated certificate of incorporation of the Company adopted and filed on November 17, 2020; • “Board” are to our board of directors; • “Class A shares” are to our shares of Class A common stock, par value $0.0001 per share • “Class B shares” are to our shares of Class B common stock, par value $0.0001 per share; • “common stock” are to our Class A common stock and our Class B common stock; • “DGCL” refers to Delaware General Corporation Law; • “directors” are to our current directors and director nominees; • “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of such securities; • “foundation” is to Health Assurance Economy Foundation, a Delaware corporation; • “initial stockholders” are to our sponsor, the foundation and any other holders of our alignment shares immediately prior to our initial public offering; • “letter agreement” refers to the letter agreement, the form of which is filed as an exhibit to the registration statement; • “management” or our “management team” are to our executive officers; • “alignment shares” are to our Class B shares issued to our sponsor and the foundation; • “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any, which private placement warrants are identical to the warrants sold in our initial public offering, subject to certain limited exceptions as described in our prospectus; • “public shares” are our shares of Class A common stock sold as part of the SAILSM securities in our initial public offering (whether they are purchased in the initial public offering or thereafter in the open market); • “public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares; provided that our initial stockholders’ and each member of our management team’s status as a “public stockholder” will only exist with respect to such public shares; • “sponsor” are to General Catalyst Group X—Early Venture, L.P., a Delaware limited partnership; • “underwriter’s over-allotment option” are to the underwriter’s 45-day option to purchase up to an additional 7,500,000 SAILSM securities to cover over-allotments, if any; • “units” are our SAILSM (Stakeholder Aligned Initial Listing) securities, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fourth of one redeemable warrant.

1● “Board” are to our board of directors;

•● “~~warrants~~Class A shares” are to our ~~warrants~~shares ~~sold as part~~ of ~~the~~Class ~~SAILSM~~A ~~securities~~common ~~in our initial public offering (whether they are purchased in the initial public offering or thereafter in the open market); and • “we~~stock,” ~~“us,”~~par ~~“our,”~~value ~~“HAAC,” “company” or “our company” are to Health Assurance Acquisition Corp~~$0.,0001 aper ~~Delaware corporation.~~share

●

“Class B shares” are to our shares of Class B common stock, par value $0.0001 per share;

●

“common stock” are to our Class A common stock and our Class B common stock;

●

“DGCL” refers to Delaware General Corporation Law;

●

“directors” are to our current directors;

●

“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of such securities;

●

“foundation” is to Health Assurance Economy Foundation, a Delaware corporation;

●

“initial stockholders” are to our sponsor, the foundation and any other holders of our alignment shares immediately prior to our initial public offering;

●

“letter agreement” refers to the letter agreement, the form of which is filed as an exhibit to the registration statement;

●

“management” or our “management team” are to our executive officers;

●

“alignment shares” are to our Class B shares issued to our sponsor and the foundation;

●

“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any, which private placement warrants are identical to the warrants sold in our initial public offering, subject to certain limited exceptions as described in our prospectus;

●

“public shares” are our shares of Class A common stock sold as part of the SAIL^SMsecurities in our initial public offering (whether they are purchased in the initial public offering or thereafter in the open market);

●

“public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchase public shares; provided that our initial stockholders’ and each member of our management team’s status as a “public stockholder” will only exist with respect to such public shares;

●

“sponsor” are to General Catalyst Group X—Early Venture, L.P., a Delaware limited partnership;

●

“underwriter’s over-allotment option” are to the underwriter’s 45-day option to purchase up to an additional 7,500,000 SAIL^SMsecurities to cover over-allotments, if any;

Table of Contents

●

“units” are our SAIL^SM(Stakeholder Aligned Initial Listing) securities, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fourth of one redeemable warrant.

●

“warrants” are to our warrants sold as part of the SAIL^SMsecurities in our initial public offering (whether they are purchased in the initial public offering or thereafter in the open market); and

●

“we,” “us,” “our,” “HAAC,” “company” or “our company” are to Health Assurance Acquisition Corp., a Delaware corporation.

iii

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

•● our ability to complete our initial business combination;

•● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•● our potential ability to obtain additional financing to complete our initial business combination;

•● our pool of prospective target businesses;

•● the ability of our officers and directors to generate a number of potential investment opportunities;

•● our public securities’ potential liquidity and trading;

•● the lack of a market for our securities;

•● the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•● the trust account not being subject to claims of third parties; or

•● our financial performance following our initial public offering.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

Table of Contents

SUMMARY OF RISK FACTORS

An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

• ●We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. • Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. • Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a 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. • If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. • The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. • The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. • The requirement that we consummate an initial business combination within 24 months (or such later date as approved by our stockholders) after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders. • 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 coronavirus (COVID-19) outbreak and the status of debt and equity markets. • If we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our shares of Class A common stock or public warrants. • If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

•●Past ~~You~~performance ~~will~~by ~~not~~our ~~have~~management ~~any~~team ~~rights~~ or ~~interests~~their inrespective ~~funds~~affiliates ~~from the trust account, except under certain limited circumstances. Therefore, 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. • You will not be ~~entitled~~indicative ~~to protections normally afforded to investors~~ of ~~many~~future ~~other~~performance ~~blank check companies. • Because~~ of ~~our~~an ~~limited~~investment resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. • If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of this offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.

3●Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a combination.

~~PART I~~●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.

~~ITEM 1~~●If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. ~~BUSINESS~~

~~Summary~~●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.

~~Hemant Taneja,~~●The ~~Glen~~ability ~~Tullman,~~of ~~Stephen~~our ~~Klasko~~public ~~MD,~~stockholders ~~MBA,~~to ~~Jennifer~~exercise ~~Schneider,~~redemption ~~MD,~~rights ~~Quentin~~with ~~Clark,~~respect ~~Anita~~to ~~V. Pramoda and Evan Sotiriou, established Health Assurance Acquisition Corp.,~~ a ~~recently~~large ~~formed~~number ~~blank~~of ~~check~~our ~~company.~~shares ~~Our~~may ~~mission~~not isallow tous ~~partner with leading healthcare businesses leveraging technology. We aim~~ to ~~help~~complete ~~them become iconic category winners that accelerate~~ the ~~digital~~most ~~transformation~~desirable ofbusiness ~~healthcare into~~combination aor ~~new~~optimize ~~system~~our ~~of health~~capital ~~assurance~~structure.

~~Healthcare is~~●The arequirement ~~foundational~~that ~~pillar~~we ofconsummate ~~society~~an ~~and~~initial ~~one~~business ofcombination ~~the~~within ~~largest~~24 ~~sectors~~months of(or ~~the~~such ~~United~~later ~~States~~date ~~economy.~~as ~~Healthcare~~approved ~~spending~~by isour ~~projected to~~stockholders) ~~reach~~after ~~$4.0~~the ~~trillion~~closing ~~in 2020, accounting for 18%~~ of USour ~~GDP.~~initial Aspublic ~~healthcare~~offering ~~costs~~may ~~have~~give ~~continued~~potential totarget ~~rise,~~businesses ~~consumers~~leverage ~~have~~over ~~shouldered an~~us ~~increasing~~in ~~portion~~negotiating ofa ~~the~~business ~~expense~~combination ~~out~~and ofmay ~~pocket.~~limit ~~In 2018,~~ the ~~average~~time ~~family~~we ~~paid~~have ~~more~~in towhich ~~hospitals than~~ to ~~the~~conduct ~~federal~~due ~~government in~~diligence ~~taxes,~~on ~~representing~~potential ~~15%~~business ofcombination ~~median household income. Even as consumers have paid more~~targets, ~~the quality of care~~ in ~~the~~particular ~~United~~as ~~States has~~we ~~fallen~~approach toour ~~the~~dissolution ~~lowest in the developed world~~deadline, ~~and~~which ~~hospitals~~could ~~regularly~~undermine ~~report~~our ~~declining~~ability ~~revenues~~to ~~and~~complete ~~rising~~our ~~administration~~initial ~~costs. This~~business ~~complex~~combination ~~and~~on ~~inflexible~~terms ~~system is underpinned by misaligned incentives across the stakeholder ecosystem~~ that ~~result~~would inproduce ~~poor patient~~value ~~outcomes~~for ~~and~~our ~~high cost of care~~stockholders.

~~We believe~~●Our ~~the~~search ~~intersection~~for ofa ~~technology~~business ~~and~~combination, ~~healthcare is one of the most significant value creation opportunities of this decade~~ and ~~the~~any ~~most~~target ~~important~~business ~~area~~with ~~where~~which ~~entrepreneurs~~we ~~can~~ultimately ~~make~~consummate a ~~difference~~business tocombination, ~~society.~~may ~~Over~~be ~~the~~materially ~~past~~adversely ~~fifteen years,~~affected ~~content,~~by ~~community, and~~the ~~commerce~~recent ~~have~~coronavirus ~~been~~(COVID-19) ~~digitized~~outbreak and ~~reorganized~~the ~~online,~~status ~~giving~~of ~~rise~~debt ~~to massive technology platforms, like Google, Amazon,~~ and ~~Netflix.~~ ~~Yet~~equity ~~healthcare has remained largely untouched by these developments~~markets.

~~We believe~~●If ~~this~~we isseek ~~the~~stockholder ~~pivotal~~approval ~~moment to invest in healthcare innovation. The recent COVID-19 pandemic starkly exposed the lack~~ of ~~resilience~~ in our ~~current~~initial ~~healthcare~~business ~~system~~combination, ~~and~~our ~~accelerated~~initial ~~changes~~stockholders, ~~that~~directors, ~~might~~executive ~~otherwise~~officers, ~~have~~advisors ~~taken years~~and totheir ~~evolve.~~affiliates ~~The future~~may iselect ~~rushing~~ to ~~us—healthcare~~purchase ispublic atshares ~~the~~or ~~beginning~~warrants, ofwhich ~~its~~may ~~internet~~influence ~~moment.~~a ~~Our~~vote ~~experience~~on ~~has~~a ~~shown~~proposed ~~that~~business ~~technology can~~combination ~~fill the apparent gaps in healthcare~~ and ~~create~~reduce athe ~~sustainable~~public ~~system,~~“float” ~~enabling~~of usour toshares ~~better~~of ~~care~~Class ~~for~~A ~~individuals~~common ~~and~~stock ~~empower them~~or topublic ~~take control of their own health~~warrants.

~~We have~~●If a ~~vision~~stockholder ~~for~~fails ~~this~~to ~~new~~receive ~~tech-enabled~~notice ~~system: we call it health assurance. It is a new category~~ of ~~consumer-centric, data-driven,~~our ~~cloud-based~~offer ~~healthcare designed~~ to ~~help~~redeem ~~people~~our ~~stay~~public ~~healthy~~shares ~~and avoid today’s “sick care” paradigm. Health assurance companies deliver modern consumer health experiences while decreasing the overall healthcare GDP and are rooted~~ in ~~partnership~~connection with ~~existing~~our ~~care~~initial ~~providers.~~business Incombination, aor ~~world~~fails ~~built~~to oncomply ~~health~~with ~~assurance,~~the ~~care~~procedures isfor ~~continuous,~~tendering ~~proactive,~~its ~~personalized~~shares, ~~and~~ ~~available~~such ~~everywhere.~~shares ~~Health~~may ~~assurance~~not ~~companies will~~ be ~~rewarded based on patient outcomes, enabling free-market economics to perform their important role in creating best-in-class solutions~~redeemed.

~~The goal~~●You ~~for~~will ~~HAAC~~not is to partner with companies that help build this new system of health assurance. We know that health assurance companies can generate both positive clinical outcomes and outsized shareholder returns because our team built the first one—Livongo. In 2014, Mr. Taneja and Mr. Tullman set out to create a better experience for patients with diabetes. They knew that each person has a unique relationship with diabetes and should have ~~tools~~any torights ~~manage~~or ~~their~~interests ~~condition~~in ~~according~~funds tofrom ~~their experience. Livongo did not make~~ the ~~old~~trust ~~model of diabetes treatment more efficient. Instead~~account, itexcept ~~created~~under acertain ~~new~~limited ~~type of care model, empowering members with technology so that they could think less about their condition, see doctors less often, and seldom have emergencies~~circumstances. ~~The~~ ~~result was a high reported Net Promoter Score of 64 among patients using Livongo~~Therefore, ~~and reduced costs for both payers and providers. Net Promoter Score is a percentage, expressed as a numerical value up~~ to aliquidate ~~maximum~~your ~~value of 100~~investment, toyou ~~gauge~~may ~~customer satisfaction~~be ~~and~~forced ~~reflects responses~~ to ~~the~~sell ~~following~~your ~~question~~public onshares ~~a scale of zero to 10: “How likely are you to recommend Livongo to a friend?” Responses of nine~~ or ~~10 were considered “promoters~~warrants,” ~~responses~~potentially ofat ~~seven~~a ~~or eight were considered neutral or “passives,” and responses of six or less were considered “detractors~~loss.” The number of detractors were subtracted from the number of respondents who are promoters and that number was divided by the total number of respondents. Livongo has since expanded the platform to holistically serve their members and offer the technology they developed to those with multiple chronic conditions.

~~Livongo and~~●Nasdaq ~~chronic~~may ~~disease~~delist ~~management are just the beginning of~~ our ~~vision.~~securities Wefrom ~~want~~trading toon ~~create~~its ~~the conditions for 1~~exchange,~~000~~ ~~Livongos~~which tocould ~~bloom. General~~limit ~~Catalyst,~~investors’ ~~our~~ability ~~sponsor,~~to ~~has~~make ~~already~~transactions ~~constructed~~in aour ~~federation~~securities ~~of synergistic companies within its portfolio. We believe there will be dozens of multi-billion dollar winners created by this sectoral shift,~~ and ~~HAAC~~subject ~~has~~us ~~a set of core beliefs and values that will help~~ to ~~identify~~additional ~~the~~trading ~~best health assurance businesses~~restrictions.

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

~~Our Beliefs~~v

•Table ~~Change~~of ~~will happen primarily through existing entry points.~~Contents

•●Because ~~Innovators~~of ~~will~~our ~~build~~limited ~~around~~resources and the ~~individual~~significant competition for business combination opportunities, ~~focusing~~it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per public share, or less in certain circumstances, on ~~empowering~~the ~~them~~liquidation of our trust account and ~~improving~~our ~~their~~warrants ~~health~~will ~~outcomes~~expire worthless.

•●If ~~The~~the ~~economic~~net ~~model~~proceeds of ~~healthcare~~our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will ~~shift~~depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.

• The digital health sector will become bigger than the physical health sector in terms of time and dollars spent.

• Person-centric data and improved workflows are at the core of this transformation.

Our Values

• Contribute to reducing healthcare as a percentage of GDP.

• Design for bringing individuals along the journey.

• Commit to inclusivity.

• Partner with existing healthcare systems and physical care providers.

• Focus on retraining and deploying the healthcare workforce.

Our Areas of Focus

• Persona-driven consumer experiences that leverage AI feedback loops.

• Virtual healthcare services that increase access and affordability.

• New economic models for managing risk and paying for care.

• Cloud infrastructure that helps generate data and enables the development of many health assurance companies.

• Modern workflows for health systems and providers.

• Full-stack, tech-enabled providers.

Using this framework, HAAC aims to identify companies and use our unique experience to help scale and transform them into category leaders in the public markets. We will look for companies that align with our vision of health assurance, have high growth potential and expanding TAMs, and are led by mission-driven CEOs committed to responsible innovation.

We have assembled one of the most credible teams at the intersection of healthcare and technology to pursue this immense opportunity. We believe our insight and experience will attract some of the world’s leading entrepreneurs to work with us on our shared vision. Each team member has deep industry and operational expertise, a proven ability to identify and interpret healthcare and technology trends, history scaling businesses from inception and at inflection, and an understanding of the requirements for successful execution. Our management team has a track record of success, born from close collaboration through founding companies together, investing in technology, advising as board members and industry executives, and sharing a joint goal. These individuals are prominent lights in the healthcare and technology ecosystems in their own right, and we believe their deep networks will allow us to surface and win the best opportunities.

Health Assurance Acquisition Corp. is a recently incorporated blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We have not selected any specific business combination target.

Our Operating, Investing, Advising, and Industry Experience

Our management team has extensive collective experience as investors in, advisors to, and executives and board members of healthcare and technology companies at various stages of their growth cycles, in both private and public markets. They have been long-term partners to healthcare technology businesses, successfully helping them build and execute on their strategies, invest for long-term growth, and drive value for stakeholders.

Our team’s combined experience spans vital parts of the healthcare ecosystem, including provider operations, virtual services, electronic health records and technology infrastructure. This background, coupled with their deep networks and long-standing relationships, will provide valuable access to the highest quality technology companies and will produce unique insights and opportunities for growth and value creation. They will contribute this expertise and experience, as well as the capital raised in our initial offering, to partner with the leading companies at the intersection of healthcare and technology to realize their collective goal.

Mr. Taneja has over twenty years of experience in identifying and partnering with extraordinary companies. Mr. Taneja investing thesis is rooted in a belief that technology is causing a paradigm shift in all industries, making it possible to efficiently and profitably offer highly personalized products and services to everyone in society. Mr. Taneja has brought this thesis to healthcare by co-founding four health-assurance technology companies, Livongo, Commure and two unannounced ventures. In addition, Mr. Taneja has backed category defining healthcare companies like Color, Gusto, Mindstrong and Ro. Mr. Taneja is also an investor in numerous other market-leading companies like Anduril, Gitlab, Grammarly, Samsara, Snap and Stripe.

Mr. Clark brings decades of executive-level technical leadership. Before joining General Catalyst, Mr. Clark was the CTO of Dropbox, helping develop its growth strategy and successfully taking them public. Mr. Clark was also CTO and CBO of SAP, driving product strategy across the cloud platform. Mr. Clark spent twenty years of his career in various senior leadership roles at Microsoft, notably overseeing the design and delivery of data products such as Azure and Microsoft SQL Server. Mr. Clark now focuses on investing in enterprise SaaS and healthcare and oversees the ecosystem activity General Catalyst engages in to further its health assurance federation. Mr. Clark sits on the boards of Commure, Kernel, ThoughtSpot, Coda, and Minio.

Dr. Klasko is the CEO of Jefferson Health and President of Jefferson University. Dr. Klasko’s mission is “healthcare with no address.” Dr. Klasko is someone at the heart of a huge healthcare institution who understands the balance of scaling up to meet demand while emphasizing unscaling on a care delivery level to maintain personalized experience for consumers. When Livongo launched, Dr. Klasko agreed to have Jefferson try this new solution. Jefferson was able to provide invaluable clinical feedback to Livongo’s product team. Dr. Klasko and the team are deeply committed to the belief that to change care truly, healthcare technology companies need to partner and integrate with existing health systems.

Mr. Tullman and Dr. Schneider are the executive chairman and president, respectively, of Livongo a digital health pioneer committed to empowering people with chronic health conditions. Mr. Tullman is not only a visionary founder, but he also has extensive experience taking companies public, first at Enterprise Systems, where he was CEO, and then at Allscripts. Mr. Tullman is driven by the thesis that it is possible to successfully bring consumer innovations from all sectors into healthcare as he did with Livongo. Dr. Schneider has been responsible for product, data science, engineering, marketing, and clinical operations at Livongo, building those operations to a point they are now considered industry-leading. Having previously also served as the Castlight’s Chief Medical Officer, Dr. Schneider brings a critical lens to assessing products given her unique technology and clinical background. Both Mr. Tullman and Dr. Schneider have invaluable industry and operational experience, standing at the helm of an unprecedented health assurance success story, and bring a passion for reimagining and redesigning care experiences.

Ms. Pramoda is the CEO of Owned Outcomes, Inc., a health analytics software company helping customers engage with physicians, support patients, and win at bundled payments. Ms. Pramoda brings a unique health data perspective, having served as both CFO of Epic Systems Corporation and a board member of Allscripts. Through these experiences, Ms. Pramoda developed a deep commitment to democratizing consumer access to their own health information. Ms. Pramoda has impressive financial acumen, having also served as chairperson / board director of the Federal Reserve Bank of San Francisco, allowing her to assess the value of health assurance businesses deeply. Ms. Pramoda is currently a board member to several companies, including Health Catalyst, Inc. and GoHealth, two companies at the intersection of technology and healthcare.

Uniquely, our team has worked together for several years despite coming from different organizations, allowing the team to work in total alignment to identify exceptional opportunities. Mr. Taneja and Mr. Tullman both served on the board of Humedica, founded Livongo together, and have co-invested in various companies. Mr. Taneja and Mr. Clark came together in 2016, four years before Mr. Clark joined General Catalyst, to begin ideating on the foundations of Commure. They both have worked with Ms. Pramoda since those early days, using her as a key strategic thought partner as they built Commure. Dr. Klasko, as previously mentioned, has worked with all members of the team as a pioneering leader in health system innovation. Mr. Taneja and Dr. Klasko recently authored a book together, UnHealthcare, in which they lay out their thesis of the healthcare system’s transformation into one of health assurance. Their thesis underpins the mission of HAAC.

Our management team has extensive collective experience as investors in, advisors to, and executives and board members of healthcare and technology companies at various stages of their growth cycles, both private and public. All members, as technology and healthcare industry veterans, have been long-term partners to healthcare technology businesses, successfully helping them build out and execute their visions, invest for long-term growth, and drive value for all stakeholders.

Not all the companies in which our team has invested have achieved the same level of value creation. Past performance by any member or members of our management team, any of their respective affiliates, or HAAC is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of any member or members of our management team, any of their respective affiliates, HAAC, or any related investment’s performance as indicative of the future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. See “cautionary note regarding forward looking statements.”

Market Opportunity

We believe the intersection of technology and healthcare is one of the most significant value creation opportunities of this decade.

The US annual spend on healthcare is $4 trillion. There is a huge opportunity to reduce this spend while still capturing immense value. If tech entrepreneurs and the traditional healthcare ecosystem work together to understand and reimagine care truly, we believe the health assurance space will generate more than ten to fifteen $100 billion companies.

A substantial market opportunity exists at this intersection of health and technology for a potential business combination. Globally, there are 46 healthcare unicorns, valued in aggregate at $117 billion, with over $45 billion of cumulative value in digital health unicorns alone. The public markets have seen the successful IPOs of several multi-billion dollar digital health companies over the last few years, including Teladoc, Livongo, Amwell, and GoodRx, which currently have a combined market value of >$55 billion. This growth in the digital health sector is only set to increase with the tailwinds presented by catalyzing events, including the COVID-19 pandemic, evidenced by a record-setting $5.4 billion of digital health venture funding in the first half of 2020.

As the last several months have demonstrated, periods of market volatility and dislocation can present even the highest quality healthcare or technology companies with challenges accessing the public markets through a traditional IPO. While there has been an increasing number of technology-focused blank check companies issued in recent months, we believe no other has the same degree of coherent vision, alignment with stakeholders, combination of sector expertise, entrepreneurial mindset, track record, and desire for transformational change. We believe we can provide a high-quality company with a lower risk path to the public capital markets while also providing our investors option value on an investment in these types of companies during periods of market volatility. The recent cohort of blank check company IPOs and validation by the involvement of bulge bracket investment banks and advisors have shown support for the effectiveness of this vehicle and substantiates our strategy. Health Assurance Acquisition Corp. will be the only blank check company searching for its initial business combination led by a team that includes seasoned healthcare technology company founders and entrepreneurs with operational public company experience and an unprecedented track record for successfully effecting positive change. We believe the market opportunity is aligned with the advantages we bring to a potential target.

Our Team

Our management team will be led by Hemant Taneja as Chairman and CEO; Glen Tullman as Director; Stephen K. Klasko, MD, MBA as Director; Quentin Clark as Director; Jennifer Schneider, MD as Director; Anita V. Pramoda as Director; and Evan Sotiriou as COO.

The team has entrenched relationships with one another, as well as a broad network within the healthcare and technology industry. They are united by the common goal to digitize, transform, and unscale the healthcare industry for the benefit of all stakeholders.

Hemant Taneja

Hemant Taneja has been a managing director at General Catalyst since 2007 and the founder of the firm’s Silicon Valley operations. Mr. Taneja partners with mission-driven founders building platform companies that are fundamentally aligned with the long-term interests of society. Mr. Taneja is an early investor in market-leading companies across many sectors of the economy like Anduril, Canva, Color, Gitlab, Grammarly, Gusto, Livongo, Ro, Samsara, Snap, and Stripe.

Mr. Taneja’s primary investment thesis, known as “economies of unscale,” explores how 21st-century founders leverage AI-based mass personalization techniques to innovate and build platforms across all sectors of the economy. In his 2018 book Unscaled, Mr. Taneja builds on that thesis and articulates the need for accountability, transparency, and explainability in AI technologies as they permeate deeper into daily life. Mr. Taneja’s piece in Harvard Business Review, “The Era of Move Fast and Break Things is Over,” advocates for entrepreneurs and venture capitalists to adopt frameworks for responsible innovation and investing.

Mr. Taneja is also the founder and Executive Chairman of Commure, a company that has partnered with major health systems to modernize the software infrastructure for the healthcare space since its inception in 2017. Mr. Taneja’s recently published book UnHealthcare, co-authored with Dr. Klasko, lays out their thesis for how the healthcare system needs to transform into a health assurance system to bring consumerism, affordability, and rational economic behavior to this important sector.

In addition to his investment work, Mr. Taneja is the Co-Founder of Advanced Energy Economy, an organization focused on transforming energy policy in America since 2011; and is a Founding Board Member of the Khan Lab School, a nonprofit K-12 school dedicated to classroom innovation since 2014. Mr. Taneja sits on the Board of Fellows for the Stanford School of Medicine and teaches a course at the college on A.I., Entrepreneurship, and Society. More recently, Mr. Taneja was featured in Business insider’s “100 People Transforming Business” list.

Glen Tullman

Glen Tullman is the Executive Chairman and Founder of Livongo (NASDAQ: LVGO), the consumer first digital health pioneer committed to empowering people with chronic conditions to live better and healthier lives. Mr. Tullman is dedicated to finding a cure for diabetes and other chronic conditions—and to keeping people healthy until these cures are found.

A visionary leader and entrepreneur, Mr. Tullman previously ran two public companies that changed how health care is delivered. Before Livongo, Mr. Tullman served as Chief Executive Officer of Allscripts, which, during his tenure from 1998 to 2012, was a leading provider of electronic health records, practice management, and electronic prescribing systems. Mr. Tullman took Allscripts public in 1999. Prior to Allscripts, Mr. Tullman was Chief Executive Officer of Enterprise Systems from 1997 to 1998, which he also took public and then sold to McKesson/HBOC. Mr. Tullman is the author of On Our Terms: Empowering the New Health Consumer, in which he proposes new solutions to address the chronic-condition epidemic facing our country.

A strong proponent of philanthropy, Mr. Tullman was honored in 2019 with a Robert F. Kennedy Human Rights Ripple of Hope Award for his career focused on improving the safety, empathy, and efficiency of our healthcare system. Mr. Tullman also serves as a Chancellor to the International Board of the Juvenile Diabetes Research Foundation and as a Board Member of the American Diabetes Association. Mr. Tullman has an undergraduate degree from Bucknell University (1981) and a Master of Arts from the University of Oxford (1982).

Stephen K. Klasko, MD, MBA

Dr. Stephen Klasko has been a pioneer in using connected care to build health assurance for all—especially as we emerge from the COVID-19 crisis.

As President and CEO of Philadelphia-based Thomas Jefferson University and Jefferson Health since 2013, Dr. Klasko has led one of the U.S.’s fastest growing academic health institutions based on his vision of the future of higher education. Jefferson Health focuses on managing the health of populations in southeastern Pennsylvania and southern New Jersey. Jefferson has the largest faculty based telehealth network in the country, the NCI-designated Sidney Kimmel Cancer Center, and an outpatient footprint that is among the most technologically advanced in the region.

This year, Dr. Klasko published UnHealthcare, with Hemant Taneja, as well as the textbook, Patient No Longer: Why Healthcare Must Deliver the Care Experience that Consumers Want and Expect.

Jefferson’s 14 hospitals handled the most patients with COVID-19 in Philadelphia during the Spring 2020 surge. The hospital’s strategy included immediate universal masking, early exchange of research with Italy, and a history of longtime pandemic planning.

In 2020, Dr. Klasko was named the first Distinguished Fellow of the World Economic Forum.

Dr. Klasko attended medical school in Philadelphia at Hahnemann University (1978), built his practice as an obstetrician in Allentown, and served as dean of Drexel University’s College of Medicine (2000-2004). Dr. Klasko moved to Tampa, Florida, where he was dean of the Morsani College of Medicine and CEO of USF Health at the University of South Florida (2004-2013).

Quentin Clark

Quentin Clark is a managing director at General Catalyst, a venture capital firm that partners with seed- to endurance-stage founders to help build companies that withstand the test of time. Since joining in 2020, Mr. Clark focuses on investing in healthcare and enterprise SaaS, software, and platforms concentrating on transforming the workplace. Since joining the firm, Mr. Clark has made investments in Kernel, Minio, Range, Sprout, and several yet to be announced companies. Mr. Clark is on the boards of Commure, Kernel, ThoughtSpot, Coda, and Minio.

Prior to joining General Catalyst, Mr. Clark was CTO at Dropbox (NASDAQ: DBX) from 2017 to 2019, where he led the company’s engineering, product, design, growth, and IT teams. Mr. Clark worked with them through its IPO, its pivot to Dropbox Spaces, and drove the portfolio expansion, starting with the acquisition of HelloSign. Prior to Dropbox, Mr. Clark spent two decades with Microsoft between 1994 and 2014, starting as a software engineer, then product manager, and eventually leading the whole data platform business into Microsoft’s cloud, Azure. Mr. Clark then joined SAP from 2014 to 2016, first as CTO, then as Chief Business Officer, where he led strategy and product direction for the platform and ultimately for the company.

Mr. Clark is a graduate of the University of Massachusetts at Amherst (1994), where he earned a B.S. in Physics and double-majored in Computer Science and currently sits on the Advisory Board for the College of Information & Computer Sciences.

Jennifer Schneider, MD

Dr. Jennifer Schneider has been the President of Livongo since 2018, where she is responsible for product, data science, engineering, marketing, clinical operations, and growth strategy. Dr. Schneider previously served as the company’s Chief Medical Officer from 2015 to 2018, where she led the company’s strategic clinical product vision, data science, clinical trials, and the organization’s certified diabetes educators and coaches. Dr. Schneider is the author of Decoding Health Signals: Silicon Valley’s Consumer-First Approach to a New Era of Health, which offers a guide to the depth of the chronic conditions problem facing the industry today and explores how companies are using big data analytics and artificial intelligence to reinvent care delivery for people with chronic conditions. Dr. Schneider was recently named to Modern Healthcare’s List of Top Clinical Executives.

Prior to Livongo, Dr. Schneider held several key leadership roles at Castlight from 2010 to 2015, most recently as Chief Medical Officer. Dr. Schneider also has held leadership roles as a health outcomes researcher and Chief Resident at Stanford University from 2005 to 2006, and she has practiced medicine as an attending physician at Stanford University, the VA Palo Alto Health Care System, and Kaiser Permanente. Dr. Schneider has an undergraduate degree from the College of the Holy Cross (1997), a Doctor of Medicine degree from Johns Hopkins School of Medicine(2002), and a Master of Science degree in Health Services Research from Stanford University (2010). Dr. Schneider completed her internal medicine residency at Stanford University Hospital.

Anita V. Pramoda

Anita V. Pramoda has been the CEO of Owned Outcomes, Inc., a health analytics software company, since 2014. Ms. Pramoda has also served as the Chairperson of the Board of Directors of the Federal Reserve Bank of San Francisco (Los Angeles) since 2016, and as a board member (and Chair of Compensation Committee) of Health Catalyst, Inc., (NASDAQ: HCAT), a provider of data and analytics technology and services to healthcare organizations, since 2016. Since 2020, Ms. Pramoda has also been a board member (and Chair of Audit Committee) of GoHealth (NASDAQ: GOCO), a digital marketplace for health insurance.

Previously, Ms. Pramoda served as a member of the board of directors of Dignity Health Foundation, from 2013 to 2017, Allscripts Healthcare, LLC (NASDAQ: MDRX), from 2013 to 2016, and as Chief Financial Officer at Epic Systems Corporation, from 2009 to 2012. Ms. Pramoda holds a Master in Business Administration degree from the University of Pennsylvania—The Wharton School (2004).

Evan Sotiriou

Evan Sotiriou has served in several senior management capacities of General Catalyst since 2019. Prior to that, Mr. Sotiriou served as the CFO for OrbiMed, which invests globally across the healthcare industry, from 2011 to 2019. Mr. Sotiriou also acted as the Vice President of GSC Group from 2000 to 2008, Managing Director of Clearlake Capital Management, L.P. from 2008 to 2010 and subsequently as the Chief Financial Officer for Archer Capital Management, L.P. from 2010 to 2011. Mr. Sotiriou holds an AB from Dartmouth College.

Background on Health Assurance Acquisition Corp.

Health Assurance Acquisition Corp. is a recently formed company by Hemant Taneja, Glen Tullman, Stephen Klasko MD, MBA, Quentin Clark, Jennifer Schneider, MD, Anita V. Pramoda and Evan Sotiriou, to execute its part in a broad mission of enabling the digital transformation of care, bringing disruptive innovation to the healthcare system through technology.

Health Assurance Acquisition Corp. is structured to reflect the economic transformation of the industry. To achieve our mission, we have formed a new structure to remove friction, align stakeholder interests, and reward sustained, long-term performance. We call this new vehicle SAILSM, or Stakeholder Aligned Initial Listing. The incentive structure of the typical SPAC creates misalignment with target businesses and public market investors: the sponsor is entitled to a return of the sponsor shares regardless of the SPAC’s performance, and dilution attributable to sponsor shares is borne immediately. The SAILSM construct, however, uses a performance-based incentive structure to create alignment, designed to replicate a stock price-based return in the public markets:

• Under the SAILSM structure, our initial stockholders will capture 20% to 30% of the year-over-year share-price performance (20% for first 30% performance, 30% thereafter) on all capital raised in connection with the transaction, which will include gross proceeds from the initial public offering and any subsequent capital raised in connection with the merger.

• Our economics are contingent upon sustained performance—our initial stockholders will not earn returns on our alignment shares until our other stockholders do.

• Dilution will occur over time, also contingent upon sustained performance.

We believe this economic alignment is consistent with our core beliefs and values, and coupled with the strength and credibility of our team, will help to attract the best entrepreneurs. HAAC is not simply a liquidity vehicle—it is an opportunity to bring a transformational company to the public markets.

We have also assembled a strong sponsor team that we believe will provide us with valuable strategic, operational, product management, analytical, financial, transactional, communications, legal, and other expertise and networks that we will leverage to identify and execute a business combination and drive future value for the combined business.

Our Value-Add

We believe our founder-first ethos, our unique wealth of experience transforming industries through innovation, our commitment to building enduring companies, and our focus on a consumer-centric model give us a huge advantage in our quest to source and attract best-in-class, disruptive companies which sit at the intersection between healthcare, technology, and the consumer.

• Pioneers in Health Assurance: Our team has crystallized a coherent vision of the future of healthcare through health assurance, and successfully executed on this vision with Livongo. We believe this unparalleled focus and experience will enable us to provide invaluable advice to management teams of other early-stage health assurance companies with the potential to be market leaders in their categories.

• Cross-industry, cross-disciplinary talent: Our team has created and operated multi-billion dollar companies in the technology, healthcare, and tech-enabled healthcare spaces. Many of these experiences were shared endeavors by members of our cross-disciplinary team. We have demonstrated a talent for spotting winning trends at the intersection of healthcare and technology, and building companies to capitalize on these.

• Experts in unscaled healthcare at scale: Health assurance calls for a new era of care that is personalized and ‘unscaled’ using AI-based techniques. We have deep experience in mass personalization techniques that enable platforms to provide care that feels tailored to the patient, even as they grow to serve hundreds of thousands and even millions of consumers.

• Deep networks: Our deep networks serve as a tool to find the best businesses and to match founders with top talent to fill areas of need and grow their businesses efficiently and intelligently.

• Impressive track record: We have an outstanding investment track record demonstrating a commitment to our strategy and core values, robust shareholder returns, and development of enduring businesses, including Airbnb, Livongo, Oscar, Snap, Stripe, and others.

• Mission-driven, principled: Our methods are rooted in respect for strong governance, responsible innovation, and a desire to nurture diversity, creativity, and mindfulness.

~~Our Business Strategy~~vi

~~We are~~Table ~~in the early stages~~ of a digital transformation of healthcare and have thought strategically about the framework needed to affect change. Our goal is to invest in platforms that help accelerate a system of health assurance, a new category of innovation that delivers modern consumer health experiences while decreasing the overall healthcare GDP. In partnership with existing care providers, health assurance companies can accelerate rational economic behavior with innovative business models and price transparency in their offerings. We want to elevate care away from the reactive, scaled, one-size-fits-all offering it currently operates in and transition from “sick care” to “health assurance.” We will facilitate this paradigm shift through technologies like telehealth consultations, connected devices, and AI-driven interactions, built upon open technology standards and empathetic user design.Contents

Our experience building Livongo has demonstrated that health assurance companies can generate both positive clinical outcomes and outsized economic returns. By eliminating the hassle of managing chronic conditions, designing the experience around the individual and whole-person care, and building trust with members, we defined a new market category and demonstrated public market success. Livongo and chronic disease management were just the beginning. There is a myriad of consumer personas that deserve the same excellent care experiences, and there are dozens of infrastructure companies required to support this sectoral shift.PART I

~~Our strategy,~~ITEM based on our core beliefs and values, is to identify a business combination where we can play an impactful role in partnership with a data-driven, cloud-based, consumer-centric business positioned to affect change in a sick, rigid and broken healthcare system1. Our mission is to create a new kind of healthcare experience that works like consumer experiences in other industries, with free-market economics and optimization of patient outcomes. Instead of improving inflexible systems, we want to reinvent these systems, to bend the cost and quality curve, and to overcome the entrenched resistance to change. We want to empower good ideas and disruptive technologies to improve outcomes for the most important consumer—the patient. We believe that if you create a great user experience of value, you have an open road to building a multi-billion dollar success story like Livongo, Airbnb, or Stripe.BUSINESS

We are looking for companies that are aligned with the health assurance thesis, are led by a mission-driven CEO who is committed to responsible innovation, and have high growth potential in markets with TAM expansion opportunities. We are interested in companies building persona-driven consumer experiences that leverage AI feedback loops, virtual healthcare services that increase access and affordability, new models to manage risk and pay for care, cloud infrastructure that helps generate data and enables the development of many health assurance companies, and modern workflows for health systems and providers.Summary

~~Using this~~Hemant ~~framework~~Taneja, weGlen ~~are~~Tullman, ~~creating~~Jennifer ~~HAAC~~Schneider, ~~to identify companies that can be transformed into category leaders best positioned in the public markets. We believe we are well placed to help a transformational company~~MD, ~~aligned~~Quentin ~~with our philosophy~~Clark, toAnita ~~the~~V. ~~public~~Pramoda ~~markets,~~ and ~~then~~certain toother ~~help it grow~~individuals, ~~thrive,~~established ~~and~~Health ~~succeed~~Assurance inAcquisition ~~its mission~~Corp. ~~Our partnership has value far beyond our capital~~, ~~unlocking the potential of~~ a ~~disruptive~~recently ~~business~~formed toblank ~~revolutionize~~check ~~care,~~company. ~~supported~~Our bymission ~~our~~is ~~team’s~~to ~~deep~~partner ~~industry,~~with ~~operational~~leading ~~and~~healthcare ~~product experience,~~businesses ~~extensive~~leveraging ~~networks,~~technology. ~~and~~We ~~track~~aim ~~records~~to ashelp ~~investors,~~them ~~advisors,~~become ~~executives,~~iconic ~~and~~category ~~board~~winners ~~members.~~that ~~Our~~accelerate ~~alignment with~~ the ~~economic~~ digital transformation of ~~the~~healthcare ~~industry~~into ~~will make this~~ a ~~vehicle~~new ~~with~~system ~~which~~of health ~~the best entrepreneurs will want to work~~assurance.

11Healthcare is a foundational pillar of society and one of the largest sectors of the United States economy. Healthcare spending is projected to reach $4.0 trillion in 2020, accounting for 18% of US GDP. As healthcare costs have continued to rise, consumers have shouldered an increasing portion of the expense out of pocket. In 2018, the average family paid more to hospitals than to the federal government in taxes, representing 15% of median household income. Even as consumers have paid more, the quality of care in the United States has fallen to the lowest in the developed world, and hospitals regularly report declining revenues and rising administration costs. This complex and inflexible system is underpinned by misaligned incentives across the stakeholder ecosystem that result in poor patient outcomes and high cost of care.

~~Business Combination~~We ~~Criteria~~believe the intersection of technology and healthcare is one of the most significant value creation opportunities of this decade and the most important area where entrepreneurs can make a difference to society. Over the past fifteen years, content, community, and commerce have been digitized and reorganized online, giving rise to massive technology platforms, like Google, Amazon, and Netflix. Yet healthcare has remained largely untouched by these developments.

~~While we~~We ~~may~~believe ~~decide~~this is the pivotal moment to ~~enter~~invest ~~into~~in ahealthcare ~~business~~innovation. ~~combination~~The ~~with~~recent aCOVID-19 ~~business~~pandemic starkly exposed the lack of resilience in our current healthcare system and accelerated changes that ~~does~~might ~~not~~otherwise ~~meet~~have ~~these~~taken years ~~criteria,~~to weevolve. ~~intend~~The future is rushing to ~~seek~~us—healthcare is at the beginning of its internet moment. Our experience has shown that technology can fill the apparent gaps in healthcare and create a ~~business combination:~~sustainable system, enabling us to better care for individuals and empower them to take control of their own health.

•We ~~sitting~~have ata ~~the~~vision ~~intersection~~for ~~between~~this ~~technology~~new ~~and~~tech-enabled ~~healthcare,~~system: ~~including~~we call it health assurance. It is a new category of consumer-~~focused~~centric, data-driven, cloud-based ~~platforms;~~healthcare designed to help people stay healthy and avoid today’s “sick care” paradigm. Health assurance companies deliver modern consumer health experiences while decreasing the overall healthcare GDP and are rooted in partnership with existing care providers. In a world built on health assurance, care is continuous, proactive, personalized, and available everywhere. Health assurance companies will be rewarded based on patient outcomes, enabling free-market economics to perform their important role in creating best-in-class solutions.

•The goal for HAAC is to partner with companies that ~~has~~help build this new system of health assurance. We know that health assurance companies can generate both positive clinical outcomes and outsized shareholder returns because our team built the ~~potential~~first one—Livongo. In 2014, Mr. Taneja and Mr. Tullman set out to ~~change~~create ~~the~~a ~~healthcare~~better ~~system~~experience for patients with diabetes. They knew that each person has a unique relationship with diabetes and should have tools to ~~benefit~~manage their condition according to their experience. Livongo did not make the ~~consumer~~old ~~(built~~model of diabetes treatment more efficient. Instead, it created a new type of care model, empowering members with ~~empathy~~technology so that they could think less about their condition, ~~cuts~~see ~~down~~doctors less often, and seldom have emergencies. The result was a high reported Net Promoter Score of 64 among patients using Livongo, and reduced costs for both payers and providers. Net Promoter Score is a percentage, expressed as a numerical value up to a maximum value of 100, to gauge customer satisfaction and ~~prioritizes~~reflects ~~personalization~~responses to the following question on a scale of zero to 10: “How likely are you to recommend Livongo to a friend?” Responses of nine or 10 were considered “promoters,” responses of seven or eight were considered neutral or “passives,” and ~~consumer~~responses ~~outcomes);~~of six or less were considered “detractors.” The number of detractors were subtracted from the number of respondents who are promoters and that number was divided by the total number of respondents. Livongo has since expanded the platform to holistically serve their members and offer the technology they developed to those with multiple chronic conditions.

•Livongo ~~where~~and wechronic ~~can~~disease ~~materially~~management ~~impact~~are just the ~~value~~beginning ~~and~~of ~~growth~~our ofvision. We want to create the ~~company~~conditions infor ~~partnership~~1,000 ~~with~~Livongos ~~management;~~to bloom. General Catalyst, our sponsor, has already constructed a federation of synergistic companies within its portfolio. We believe

~~• close to our proximal networks of founders, operators, investors, and advisors; and~~1

•Table ~~where we have a differentiated view on the ability~~ of ~~the target to create value as a public company.~~Contents

there will be dozens of multi-billion dollar winners created by this sectoral shift, and HAAC has a set of core beliefs and values that will help to identify the best health assurance businesses.

~~We anticipate~~Our ~~offering the following benefits to our business combination partner:~~Beliefs

•● ~~partnership~~Change ~~with~~will ~~our~~happen ~~management~~primarily ~~team~~through ~~members~~existing ~~who~~entry ~~have extensive and proven track records of founding, operating, advising, and investing in market-leading technology and healthcare companies;~~points.

•● ~~access~~Innovators towill ~~our~~build ~~network~~around ofthe ~~leading~~individual, ~~industry~~focusing ~~executives,~~on ~~entrepreneurs,~~empowering them and ~~investors;~~improving their health outcomes.

•● ~~increase~~The ~~company~~economic ~~presence~~model ~~and~~of ~~visibility~~healthcare ~~with~~will ~~customers, employers, payors, and vendors;~~shift.

•● ~~higher~~The ~~engagement~~digital ~~with~~health ~~core,~~sector ~~relevant,~~will ~~fundamental~~become ~~investors~~bigger asthan ~~anchor~~the ~~stockholders~~physical ~~than~~health asector ~~traditional~~in ~~IPO~~terms ~~book-building~~of ~~process~~time ~~would~~and ~~offer;~~dollars spent.

•● ~~lower~~Person-centric ~~risk~~data and ~~expedited~~improved ~~path~~workflows toare aat ~~public~~the ~~listing~~core ~~with~~of ~~flexible~~this ~~structuring;~~transformation.

•Our ~~infusion of cash and ongoing access to public capital markets;~~Values

•● ~~listed~~Contribute ~~public~~to ~~currency~~reducing ~~for~~healthcare ~~future~~as ~~acquisitions~~a ~~and~~percentage ~~growth;~~of GDP.

•● ~~ability~~Design for ~~management~~bringing toindividuals ~~retain~~along ~~control and focus on growing~~ the ~~business; and~~journey.

•● ~~opportunity~~Commit to ~~motivate and retain employees using stock-based compensation~~inclusivity.

~~Status as~~● aPartner ~~Public~~with ~~Company~~existing healthcare systems and physical care providers.

~~We believe~~● ~~our~~Focus ~~structure~~on ~~will~~retraining make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our shares of Class A common stock (or shares of a new holding company) or for a combination of our shares of Class A common stock and ~~cash,~~deploying ~~allowing us to tailor~~ the ~~consideration~~healthcare ~~to the specific needs of the sellers~~workforce. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.

~~Furthermore, once~~Our aAreas proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with stockholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.Focus

~~While we~~● ~~believe~~Persona-driven ~~that~~consumer ~~our~~experiences ~~structure~~that ~~and~~leverage ~~our~~AI ~~management~~feedback team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder approval of any proposed initial business combination, negativelyloops.

12● Virtual healthcare services that increase access and affordability.

~~We are~~● anNew ~~“emerging~~economic ~~growth~~models ~~company,”~~for asmanaging ~~defined~~risk in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and ~~proxy~~paying statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market for ~~our securities and the prices of our securities may be more volatile~~care.

~~In addition,~~● ~~Section 107~~Cloud ofinfrastructure ~~the JOBS Act also provides~~ that anhelps ~~“emerging~~generate ~~growth~~data ~~company”~~and ~~can~~enables ~~take advantage of~~ the ~~extended~~ ~~transition~~development ~~period provided in Section 7(a)(2)(B)~~ of ~~the~~many ~~Securities~~health ~~Act~~assurance for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. ~~We intend to take advantage of the benefits of this extended transition period.~~

~~We will~~● ~~remain~~Modern anworkflows ~~emerging~~for ~~growth~~health ~~company~~systems until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the prior June 30th, and ~~(2) the date on which we have issued more than $1~~providers.~~0 billion in non-convertible debt during the prior three-year period.~~

~~Financial Position~~● Full-stack, tech-enabled providers.

~~With funds~~Using ~~available~~this ~~for a business combination initially in the amount of $535~~framework,~~000,000,~~ weHAAC ~~offer~~aims ato ~~target~~identify ~~business~~companies aand ~~variety~~use ofour ~~options such~~unique asexperience ~~creating~~to ahelp ~~liquidity~~scale ~~event~~and ~~for~~transform ~~its~~them ~~owners,~~into ~~providing~~category ~~capital~~leaders ~~for~~in the ~~potential~~public ~~growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio~~markets. ~~Because~~We wewill ~~are~~look ~~able~~for tocompanies ~~complete~~that ~~our~~align ~~business~~with ~~combination using~~ our ~~cash,~~vision ~~debt or equity securities, or a combination~~ of ~~the~~health ~~foregoing~~assurance, we have ~~the~~high ~~flexibility~~growth topotential ~~use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs~~ and ~~desires.~~expanding ~~However~~TAMs, weand ~~have not~~are ~~taken~~led ~~any~~by ~~steps to secure third~~mission-~~party~~driven ~~financing~~CEOs ~~and~~committed ~~there can be no assurance it will be available~~ to usresponsible innovation.

~~Effecting~~ We have assembled one of the most credible teams at the intersection of healthcare and technology to pursue this immense opportunity. We believe our insight and experience will attract some of the world’s leading entrepreneurs to work with us on our shared vision. Each team member has deep industry and operational expertise, a proven ability to identify and interpret healthcare and technology trends, history scaling businesses from inception and at inflection, and an understanding of the requirements for successful execution. Our ~~Initial~~management ~~Business~~team ~~Combination~~has a track record of success, born from close collaboration through founding companies together, investing in technology, advising as board members and industry executives, and sharing a joint goal. These individuals are prominent lights in the

~~General~~ 2

~~We are~~Table ~~not presently engaged in, and we will not engage in, any operations for an indefinite period~~ of time following our initial public offering. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the sale of the private placement warrants, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.Contents

~~If our~~healthcare ~~initial~~and ~~business~~technology ~~combination~~ecosystems ~~is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration~~ in ~~connection~~their ~~with~~own ~~our initial business combination or used for redemptions of our shares of Class A common stock~~right, and we ~~may~~believe ~~apply~~their ~~the~~deep ~~balance~~networks ofwill ~~the~~allow ~~cash~~us ~~released~~ to ussurface ~~from~~and ~~the~~win ~~trust account for general corporate purposes, including for maintenance or expansion of operations of~~ the ~~post-business~~best ~~combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital~~opportunities.

~~We have~~Health ~~not~~Assurance ~~selected~~Acquisition ~~any business combination target~~Corp. ~~Additionally,~~is wea ~~have~~recently ~~not~~incorporated ~~engaged~~blank orcheck ~~retained~~company ~~any~~incorporated ~~agent~~as ~~or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact~~ a ~~target~~Delaware ~~business,~~corporation ~~other than our officers~~ and ~~directors.~~formed ~~Although~~for ~~our management will assess~~ the ~~risks~~purpose ~~inherent in~~of effecting a ~~particular~~merger, ~~target~~share ~~business~~exchange, ~~with~~asset ~~which we may combine~~acquisition, weshare ~~cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore~~purchase, ~~some of those risks may be outside of our control~~reorganization, ~~meaning~~or ~~that~~similar ~~we can~~business docombination ~~nothing~~with toone ~~control~~ or ~~reduce~~more ~~the~~businesses. ~~chances~~We ~~that~~have ~~those~~not ~~risks~~selected ~~will~~any ~~adversely~~specific ~~affect~~business acombination target ~~business~~.

13Our Operating, Investing, Advising, and Industry Experience

~~We may~~Our ~~need~~management toteam ~~obtain~~has ~~additional~~extensive ~~financing~~collective toexperience ~~complete~~as ~~our~~investors ~~initial business combination~~in, ~~either~~advisors ~~because the transaction requires more cash than is available from the proceeds held in our trust account~~to, orand ~~because~~executives weand ~~become~~board ~~obligated~~members toof ~~redeem~~healthcare aand ~~significant number~~technology ofcompanies ~~our~~at ~~public~~various ~~shares~~stages ~~upon completion~~ of ~~the~~their ~~business~~growth ~~combination~~cycles, in ~~which~~both ~~case~~private weand ~~may~~public ~~issue additional securities or incur debt in connection with such business combination~~markets. ~~There~~They ~~are~~have nobeen ~~prohibitions~~long-term onpartners ~~our ability~~ to ~~issue~~healthcare ~~securities~~technology orbusinesses, ~~incur~~successfully ~~debt in~~helping ~~connection~~them ~~with~~build ~~our~~and ~~initial~~execute ~~business~~on ~~combination.~~their Westrategies, ~~are~~invest ~~not~~for ~~currently a party to any arrangement or understanding with any third~~long-~~party~~term ~~with respect to raising any additional funds through the sale of securities~~growth, ~~the~~and ~~incurrence~~drive ofvalue ~~debt~~for ~~or otherwise~~stakeholders.

~~Sources~~ Our team’s combined experience spans vital parts of ~~Target~~the ~~Businesses~~healthcare ecosystem, including provider operations, virtual services, electronic health records and technology infrastructure. This background, coupled with their deep networks and long-standing relationships, will provide valuable access to the highest quality technology companies and will produce unique insights and opportunities for growth and value creation. They will contribute this expertise and experience, as well as the capital raised in our initial offering, to partner with the leading companies at the intersection of healthcare and technology to realize their collective goal.

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprisesMr. ~~Target~~ Taneja ~~businesses~~has ~~may~~over betwenty years ~~brought to our attention by such unaffiliated sources as a result~~ of ~~being~~experience ~~solicited by us through calls or mailings. These sources may also introduce us to target businesses~~ in ~~which~~identifying ~~they think we may be interested on an unsolicited basis, since some of these sources will have read our prospectus or other materials~~ and ~~know~~partnering ~~what~~with ~~types~~extraordinary ofcompanies. ~~businesses we are targeting~~Mr. ~~Our~~ Taneja ~~officers~~investing ~~and~~thesis ~~directors,~~is asrooted ~~well~~in asa ~~their~~belief ~~affiliates, may also bring to our attention target business candidates~~ that ~~they become~~technology ~~aware~~is ofcausing ~~through their business contacts as~~ a ~~result~~paradigm ofshift ~~formal~~in orall ~~informal inquiries or discussions they may have~~industries, asmaking ~~well as~~it ~~attending~~possible ~~trade shows or conventions. In addition, we expect~~ to ~~receive~~efficiently aand ~~number~~profitably ofoffer ~~proprietary~~highly ~~deal~~personalized ~~flow~~products ~~opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers~~ and ~~directors. While we do not presently anticipate engaging the~~ services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to beeveryone ~~determined~~ in ansociety. ~~arm’s-length negotiation based on the terms of the transaction~~Mr. We Taneja ~~will~~has ~~engage~~brought athis ~~finder~~thesis ~~only~~ to ~~the~~healthcare ~~extent~~by ~~our~~co-founding ~~management~~four ~~determines~~health-assurance ~~that~~technology ~~the~~companies, ~~use~~Livongo of(NASDAQ: a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transactionLVGO), in ~~which~~Commure ~~case~~and ~~any~~two ~~such~~unannounced ~~fee will be paid out of the funds held in the trust account~~ventures. In ~~no event~~addition, ~~however,~~Mr. Taneja ~~will~~has ~~our~~backed ~~sponsor~~category ~~or any~~defining ofhealthcare ~~our~~companies ~~existing~~like ~~officers or directors~~Color, ~~or their respective affiliates paid by us any finder’s fee~~Gusto, ~~consulting~~Mindstrong ~~fee~~and ~~or other~~Ro. ~~compensation~~Mr. Taneja ~~prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it~~ is). Wealso ~~have agreed to pay~~ an ~~affiliate~~investor ofin ~~our~~numerous ~~sponsor~~other amarket-leading ~~total~~companies oflike ~~$10~~Anduril,~~000~~ ~~per~~Gitlab, ~~month for office space~~Grammarly, ~~secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying~~Samsara, ~~investigating~~Snap and ~~completing an initial business combination~~Stripe. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.

~~We are~~Mr. Clark ~~not~~brings ~~prohibited~~decades ~~from~~of ~~pursuing~~executive-level antechnical ~~initial~~leadership. ~~business~~Before ~~combination~~joining ~~with~~General aCatalyst, ~~company~~Mr. Clark ~~that~~was isthe ~~affiliated~~CTO ~~with~~of ~~our~~Dropbox, ~~initial~~helping ~~stockholders, Founders,~~develop ~~officers~~its orgrowth ~~directors.~~strategy Inand ~~the~~successfully ~~event~~taking wethem ~~seek~~public. toMr. Clark ~~complete~~was ~~our~~also ~~initial~~CTO ~~business~~and ~~combination~~CBO ~~with~~of aSAP ~~company~~(NYSE: ~~that~~SAP), isdriving ~~affiliated with~~product ~~our~~strategy ~~initial~~across ~~stockholders~~the orcloud ~~any~~platform. Mr. Clark spent twenty years of ~~our~~his ~~officers~~career orin ~~directors,~~various ~~we,~~senior orleadership aroles ~~committee~~at ofMicrosoft ~~independent~~(NASDAQ: ~~directors~~MSFT), ~~will~~notably ~~obtain~~overseeing ~~an opinion~~the ~~from~~design anand ~~independent~~delivery ~~investment~~of ~~banking~~data ~~firm~~products ~~that~~such isas aAzure ~~member~~and ofMicrosoft ~~FINRA~~SQL orServer. anMr. Clark ~~independent~~now ~~accounting~~focuses ~~firm~~on ~~that~~investing ~~such~~in ~~initial business~~enterprise ~~combination~~SaaS isand ~~fair~~healthcare toand ~~our~~oversees ~~company~~the ~~from~~ecosystem aactivity ~~financial~~General ~~point~~Catalyst ofengages ~~view~~in to further its health assurance federation. WeMr. Clark ~~are~~sits ~~not~~on ~~required~~the toboards ~~obtain~~of ~~such~~Commure, anKernel, ~~opinion~~ThoughtSpot, inCoda, ~~any other~~and ~~context~~Minio.

~~Each of~~Mr. Tullman ~~our~~and ~~officers~~Dr. Schneider ~~and~~are ~~directors~~the ~~presently~~executive ~~has,~~chairman and ~~any~~president, respectively, of ~~them~~Livongo ina ~~the~~digital ~~future~~health ~~may~~pioneer ~~have,~~committed ~~additional,~~to ~~fiduciary~~empowering orpeople ~~contractual~~with ~~obligations to~~chronic ~~other~~health ~~entities~~conditions. Mr. Tullman is not only a visionary founder, ~~including~~but ~~entities~~he ~~that~~also ~~are~~has ~~affiliates~~extensive ofexperience ~~our~~taking ~~initial~~companies ~~stockholders~~public, ~~pursuant~~first toat ~~which~~Enterprise ~~such~~Systems, ~~officer~~where orhe ~~director~~ was CEO, and then at Allscripts (NASDAQ: MDRX). Mr. Tullman is ordriven ~~will~~by bethe ~~required~~thesis that it is possible to ~~present~~successfully abring ~~business~~consumer ~~combination~~innovations ~~opportunity~~from toall ~~such~~sectors ~~entity.~~into ~~Accordingly,~~healthcare ifas ~~any~~he ofdid ~~our~~with ~~officers~~Livongo. orDr. Schneider ~~directors becomes~~has ~~aware~~been ofresponsible afor ~~business~~product, ~~combination~~data ~~opportunity~~science, ~~which~~engineering, ismarketing, ~~suitable~~and ~~for~~clinical anoperations ~~entity~~at Livongo, building those operations to ~~which~~a hepoint orthey ~~she~~are ~~has~~now ~~then~~considered industry-~~current~~leading. ~~fiduciary or~~Having ~~contractual~~previously ~~obligations~~also served as the Castlight’s Chief Medical Officer, heDr. Schneider orbrings ~~she~~a ~~will~~critical ~~honor~~lens ~~his~~to orassessing products given her ~~fiduciary~~unique ortechnology ~~contractual~~and ~~obligations~~clinical tobackground. ~~present~~Both ~~such~~Mr. Tullman ~~business~~and ~~combination opportunity~~Dr. Schneider tohave ~~such~~invaluable ~~entity~~industry and operational experience, ~~subject~~standing toat ~~their~~the ~~fiduciary~~helm ~~duties~~of ~~under~~an ~~Delaware~~unprecedented ~~law.~~health ~~See~~assurance ~~“Management—Conflicts~~success ofstory, ~~Interest~~and bring a passion for reimagining and redesigning care experiences.”

14Ms. Pramoda is the CEO of Owned Outcomes, Inc., a health analytics software company helping customers engage with physicians, support patients, and win at bundled payments. Ms. Pramoda brings a unique health data perspective, having served as both CFO of Epic Systems Corporation and a board member of Allscripts. Through these experiences, Ms. Pramoda developed a deep commitment to democratizing consumer access to their own health information. Ms. Pramoda has impressive financial acumen, having also served as chairperson / board director of the Federal Reserve Bank of San Francisco, allowing her to assess the value of health assurance businesses deeply. Ms. Pramoda is currently a board member to several companies, including Health Catalyst, Inc. and GoHealth, two companies at the intersection of technology and healthcare.

~~Evaluation of~~Uniquely, aour ~~Target~~team ~~Business~~has worked together for several years despite coming from different organizations, allowing the team to work in total alignment to identify exceptional opportunities. Mr. Taneja and ~~Structuring~~Mr. Tullman ofboth ~~Our~~served ~~Initial~~on ~~Business~~the ~~Combination~~board of Humedica, founded

In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.3

~~The time~~Table required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.Contents

~~Lack~~ Livongo together, and have co-invested in various companies. Mr. Taneja and Mr. Clark came together in 2016, four years before Mr. Clark joined General Catalyst, to begin ideating on the foundations of ~~Business~~Commure. ~~Diversification~~They both have worked with Ms. Pramoda since those early days, using her as a key strategic thought partner as they built Commure. Mr. Taneja and Dr. Stephen Klasko recently co-authored a book together, UnHealthcare, in which they lay out their thesis of the healthcare system’s transformation into one of health assurance. Their thesis underpins the mission of HAAC.

~~For an~~Our ~~indefinite~~management ~~period~~team ofhas ~~time~~extensive ~~after~~collective ~~the~~experience ~~completion~~as ofinvestors ~~our~~in, ~~initial~~advisors ~~business combination~~to, ~~the~~and ~~prospects~~executives ~~for~~and ~~our~~board ~~success~~members ~~may depend entirely on the future performance~~ of ahealthcare ~~single~~and ~~business.~~technology ~~Unlike~~companies ~~other~~at ~~entities~~various ~~that~~stages ~~have~~of ~~the~~their ~~resources~~growth tocycles, ~~complete~~both ~~business~~private ~~combinations with~~and ~~multiple~~public. ~~entities~~All ~~in one or several industries~~members, itas istechnology ~~probable~~and ~~that~~healthcare weindustry ~~will~~veterans, ~~not~~ have ~~the~~been ~~resources~~long-term partners to ~~diversify~~healthcare ~~our~~technology ~~operations and~~businesses, ~~mitigate~~successfully ~~the~~helping ~~risks~~them ofbuild ~~being~~out inand aexecute ~~single~~their ~~line~~visions, ofinvest ~~business.~~for Bylong-term ~~completing our initial business combination with only a single entity~~growth, ~~our~~and ~~lack~~drive ofvalue ~~diversification~~for ~~may:~~all stakeholders.

•Not ~~subject~~all usthe tocompanies ~~negative~~in ~~economic,~~which ~~competitive~~our ~~and~~team ~~regulatory~~has ~~developments,~~invested have achieved the same level of value creation. Past performance by any member or ~~all~~members of ~~which~~our ~~may~~management ~~have~~team, aany ~~substantial~~of ~~adverse~~their ~~impact~~respective onaffiliates, ~~the~~or ~~particular~~HAAC ~~industry~~is innot ~~which~~a guarantee either (1) that we ~~operate~~will ~~after~~be able to identify a suitable candidate for our initial business combination; ~~and~~or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of any member or members of our management team, any of their respective affiliates, HAAC, or any related investment’s performance as indicative of the future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. See “cautionary note regarding forward looking statements.”

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

~~Limited Ability~~We tobelieve ~~Evaluate~~the intersection of technology and healthcare is one of the ~~Target’s~~most ~~Management~~significant ~~Team~~value creation opportunities of this decade.

~~Although we~~The ~~intend~~US toannual ~~closely~~spend ~~scrutinize~~on ~~the~~healthcare ~~management~~is of$4 a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correcttrillion. InThere ~~addition,~~is ~~the~~a ~~future~~huge ~~management~~opportunity ~~may not have the necessary skills, qualifications or abilities~~ to ~~manage~~reduce athis ~~public company.~~spend ~~Furthermore,~~while ~~the~~still ~~future~~capturing ~~role~~immense ~~of members of our management team, if any, in the target business cannot presently be stated with any certainty~~value. ~~The~~If ~~determination~~tech asentrepreneurs toand ~~whether any of~~ the ~~members~~traditional ofhealthcare ~~our~~ecosystem ~~management~~work ~~team~~together will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to ~~our~~understand ~~affairs~~and ~~subsequent~~reimagine tocare ~~our initial business combination. Moreover~~truly, we ~~cannot~~believe ~~assure~~the ~~you~~health ~~that~~assurance ~~members~~space ~~of our management team~~ will ~~have~~generate ~~significant~~more ~~experience~~than orten ~~knowledge relating~~ to ~~the~~fifteen ~~operations~~$100 billion ~~of the particular target business~~companies.

~~We cannot~~A ~~assure~~substantial ~~you~~market ~~that~~opportunity ~~any~~exists at this intersection of ~~our~~health ~~key~~and ~~personnel~~technology ~~will~~for ~~remain~~a inpotential ~~senior~~business ~~management~~combination. orGlobally, ~~advisory~~there ~~positions~~are 46 healthcare unicorns, valued in aggregate at $117 billion, with ~~the~~over ~~combined~~$45 billion ~~company~~of cumulative value in digital health unicorns alone. The ~~determination~~public asmarkets tohave ~~whether~~seen ~~any~~the successful IPOs of ~~our~~several ~~key~~multi-billion ~~personnel~~dollar ~~will~~digital ~~remain~~health ~~with~~companies over the last few years, including Teladoc, Livongo, Amwell, and GoodRx, which currently have a combined ~~company~~market ~~will~~value beof ~~made~~>$55 billion. atThis growth in the ~~time~~digital health sector is only set to increase with the tailwinds presented by catalyzing events, including the COVID-19 pandemic, evidenced by a record-setting $5.4 billion of ~~our initial~~digital ~~business~~health ~~combination~~venture funding in the first half of 2020.

~~Following~~ As the last several months have demonstrated, periods of market volatility and dislocation can present even the highest quality healthcare or technology companies with challenges accessing the public markets through a ~~business~~traditional IPO. While there has been an increasing number of technology-focused blank check companies issued in recent months, we believe no other has the same degree of coherent vision, alignment with stakeholders, combination of sector expertise, entrepreneurial mindset, track record, and desire for transformational change. We believe we ~~may~~can ~~seek~~provide toa ~~recruit~~high-quality ~~additional~~company ~~managers~~with toa ~~supplement~~lower risk path to the ~~incumbent~~public ~~management~~capital markets while also providing our investors option value on an investment in these types of ~~the~~companies ~~target~~during ~~business~~periods of market volatility. We ~~cannot~~The ~~assure~~recent ~~you~~cohort ~~that~~of weblank ~~will~~check company IPOs and validation by the involvement of bulge bracket investment banks and advisors have shown support for the ~~ability~~effectiveness toof ~~recruit~~this ~~additional~~vehicle ~~managers,~~and orsubstantiates ~~that~~our ~~additional~~strategy. ~~managers~~We ~~will~~believe ~~have~~Health Assurance Acquisition Corp. is the ~~requisite skills,~~only ~~knowledge~~blank orcheck company searching for its initial business combination led by a team that includes seasoned healthcare technology company founders and entrepreneurs with operational public company experience ~~necessary~~and toan ~~enhance~~unprecedented track record for successfully effecting positive change. We believe the ~~incumbent~~market ~~management~~opportunity is aligned with the advantages we bring to a potential target.

~~Stockholders May Not Have the Ability to Approve~~ Our ~~Initial Business Combination~~ Team

~~We may~~Our ~~conduct~~management ~~redemptions~~team ~~without~~is aled ~~stockholder~~by ~~vote~~Hemant ~~pursuant~~Taneja toas ~~the~~Chairman ~~tender~~and ~~offer~~CEO; ~~rules~~Glen ofTullman ~~the~~as ~~SEC~~Director; ~~subject~~Quentin toClark ~~the~~as ~~provisions~~Director; ~~of our~~Jennifer ~~amended~~Schneider, ~~and~~MD ~~restated~~as ~~certificate~~Director; ofAnita ~~incorporation~~V. ~~However,~~Pramoda weas ~~will~~Director; ~~seek~~and ~~stockholder~~Michelle ~~approval~~Brown ifas itChief isFinancial ~~required by applicable law or stock exchange listing requirement, or we may decide to seek stockholder approval for business or other reasons~~Officer.

15The team has entrenched relationships with one another, as well as a broad network within the healthcare and technology industry. They are united by the common goal to digitize, transform, and unscale the healthcare industry for the benefit of all stakeholders.

~~Under Nasdaq’s listing rules, stockholder approval would typically be required for our initial business combination if, for example:~~4

•Table ~~we issue common stock that will be equal to or in excess~~ of ~~20% of the number of our common stock then-outstanding (other than in a public offering);~~Contents

•Hemant any of our directors, officers or substantial security holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in issued and outstanding common stock or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); orTaneja

•Hemant Taneja has been a managing director at General Catalyst since 2007 and the ~~issuance~~founder orof ~~potential~~the ~~issuance~~firm’s Silicon Valley operations. Mr. Taneja partners with mission-driven founders building platform companies that are fundamentally aligned with the long-term interests of ~~common~~society. ~~stock~~Mr. Taneja ~~will~~is ~~result~~an early investor in ~~our~~market-leading ~~undergoing~~companies aacross ~~change~~many sectors of ~~control~~the economy like Anduril, Canva, Color, Gitlab, Grammarly, Gusto, Livongo, Ro, Samsara, Snap, and Stripe.

~~Permitted Purchases~~Mr. Taneja’s primary investment thesis, known as “economies of ~~Our~~unscale,” ~~Securities~~explores how 21st-century founders leverage AI-based mass personalization techniques to innovate and build platforms across all sectors of the economy. In his 2018 book Unscaled, Mr. Taneja builds on that thesis and articulates the need for accountability, transparency, and explainability in AI technologies as they permeate deeper into daily life. Mr. Taneja’s piece in Harvard Business Review, “The Era of Move Fast and Break Things is Over,” advocates for entrepreneurs and venture capitalists to adopt frameworks for responsible innovation and investing.

~~If we~~Mr. Taneja ~~seek~~is ~~stockholder~~also ~~approval~~the offounder ~~our~~and ~~initial~~Executive ~~business~~Chairman ~~combination~~of ~~and~~Commure, wea docompany ~~not~~that ~~conduct~~has ~~redemptions~~partnered ~~in connection~~ with ~~our~~major ~~initial business~~health ~~combination~~systems ~~pursuant~~ to modernize the ~~tender~~software ~~offer~~infrastructure ~~rules,~~for ~~our~~the ~~initial~~healthcare ~~stockholders,~~space ~~directors,~~since ~~executive~~its ~~officers,~~inception ~~advisors or their affiliates may purchase shares or public warrants~~ in ~~privately~~2017. ~~negotiated~~Mr. Taneja’s ~~transactions~~recently orpublished inbook UnHealthcare, ~~the~~co-authored ~~open~~with ~~market either prior to or following the completion of our initial business combination~~Dr. ~~However~~ Klasko, ~~they~~lays ~~have~~out notheir ~~current~~thesis ~~commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions~~ for ~~any~~how ~~such transactions. None of~~ the ~~funds~~healthcare ~~in the~~system ~~trust~~needs ~~account will be used~~ to ~~purchase~~transform ~~shares~~into ora ~~public~~health ~~warrants~~assurance insystem ~~such~~to ~~transactions.~~bring Ifconsumerism, ~~they engage in such transactions~~affordability, ~~they~~ ~~will~~and berational ~~restricted~~economic ~~from~~behavior ~~making any such purchases when they are in possession of any material non-public information not disclosed~~ to ~~the~~this ~~seller~~important ~~or if such purchases are prohibited by Regulation M under the Exchange Act~~sector.

In ~~the~~ ~~event~~addition ~~that~~to ~~our~~his ~~initial~~investment ~~stockholders~~work, ~~directors,~~Mr. Taneja ~~officers,~~is ~~advisors~~the orCo-Founder ~~their~~of ~~affiliates~~Advanced ~~purchase~~Energy ~~shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights~~Economy, ~~such~~an ~~selling~~organization ~~stockholders would~~focused beon ~~required~~transforming toenergy ~~revoke~~policy ~~their~~in ~~prior~~America ~~elections~~since to2011; ~~redeem~~and ~~their~~is ~~shares.~~a WeFounding doBoard ~~not~~Member ~~currently~~of ~~anticipate~~the ~~that~~Khan ~~such~~Lab ~~purchases~~School, if ~~any,~~a ~~would~~nonprofit ~~constitute~~K-12 aschool ~~tender~~dedicated ~~offer~~to ~~subject~~classroom toinnovation ~~the~~since ~~tender~~2014. ~~offer~~Mr. Taneja ~~rules~~sits ~~under~~on the ~~Exchange~~Board ~~Act~~of orFellows afor ~~going-private transaction subject to~~ the ~~going-private~~Stanford ~~rules~~School ~~under~~of ~~the~~Medicine ~~Exchange~~and ~~Act;~~teaches ~~however,~~a ifcourse ~~the purchasers determine~~ at the ~~time~~college ofon ~~any~~A.I., ~~such~~Entrepreneurship, ~~purchases that~~and ~~the~~Society. ~~purchases~~More ~~are~~recently, ~~subject~~Mr. Taneja towas ~~such~~featured ~~rules,~~in ~~the~~Business ~~purchasers~~insider’s ~~will~~“100 ~~comply~~People ~~with~~Transforming ~~such~~Business” ~~rules~~list.

~~The purpose~~Glen of any such purchases of shares could be to (i) vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or (ii) to satisfy a closing condition in an agreement with a candidate for our initial business combination that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.Tullman

~~In addition,~~Glen ifTullman ~~such~~is ~~purchases~~the ~~are~~Executive ~~made,~~Chairman ~~the~~and ~~public~~Founder ~~“float”~~ of ~~our~~Livongo ~~shares~~(NASDAQ: ofLVGO), ~~Class A~~the ~~common~~consumer ~~stock~~first ordigital ~~public~~health ~~warrants may~~pioneer becommitted ~~reduced~~to ~~and~~empowering ~~the~~people ~~number~~with ofchronic ~~beneficial~~conditions ~~holders~~to oflive ~~our~~better ~~securities~~and ~~may~~healthier belives. ~~reduced,~~Mr. Tullman ~~which~~is ~~may~~dedicated ~~make~~to itfinding ~~difficult~~a tocure ~~maintain or~~for ~~obtain~~diabetes ~~the~~and ~~quotation,~~other ~~listing~~chronic orconditions—and ~~trading~~to ofkeeping ~~our~~people ~~securities~~healthy onuntil athese ~~national~~cures ~~securities~~are ~~exchange~~found.

~~Our initial~~A ~~stockholders,~~visionary ~~officers,~~leader ~~directors~~ and~~/or~~ ~~their affiliates anticipate that they may identify the stockholders with whom our initial stockholders~~entrepreneur, officers, directors or their affiliates may pursue privately negotiated transactions by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of shares of ClassMr. ~~A common~~Tullman ~~stock)~~previously ~~following~~ran ~~our~~two ~~mailing~~public ofcompanies ~~tender~~that ~~offer~~changed orhow ~~proxy~~health ~~materials~~care inis ~~connection~~delivered. ~~with~~Before ~~our~~Livongo, ~~initial business combination~~Mr. Tullman ~~To the~~served ~~extent~~as ~~that~~Chief ~~our~~Executive ~~initial~~Officer ~~stockholders,~~of ~~officers~~Allscripts, ~~directors~~which, ~~advisors~~during orhis ~~their~~tenure ~~affiliates~~from ~~enter~~1998 ~~into~~to ~~a private transaction~~2012, ~~they~~ ~~would~~was ~~identify and contact only potential selling or redeeming stockholders who have expressed their election to redeem their shares for~~ a ~~pro rata~~leading ~~share~~provider of ~~the~~electronic ~~trust~~health ~~account~~records, orpractice ~~vote against our initial business combination~~management, ~~whether~~and orelectronic ~~not~~prescribing ~~such~~systems. ~~stockholder has~~Mr. Tullman ~~already~~took ~~submitted~~Allscripts apublic ~~proxy~~in ~~with~~1999. ~~respect~~Prior to ~~our~~Allscripts, ~~initial~~Mr. Tullman ~~business~~was ~~combination~~Chief ~~but~~Executive ~~only~~Officer ifof ~~such~~Enterprise ~~shares~~Systems ~~have~~from ~~not~~1997 ~~already been voted at the stockholder meeting related~~ to ~~our initial business combination. Our initial stockholders~~1998, ~~executive~~which ~~officers,~~he ~~directors, advisors~~also ortook ~~their~~public ~~affiliates~~and ~~will~~then ~~select~~sold ~~which stockholders~~ to ~~purchase~~McKesson/HBOC. ~~shares~~Mr. Tullman ~~from~~is ~~based on~~ the ~~negotiated~~author ~~price and number~~ of ~~shares~~ On ~~and~~Our ~~any~~Terms: ~~other~~Empowering ~~factors~~the ~~that~~New ~~they~~Health ~~may deem relevant~~Consumer, ~~and~~in ~~will~~which behe ~~restricted~~proposes ~~from~~new ~~purchasing~~solutions ~~shares~~to ifaddress ~~such purchases do not comply with Regulation M under~~ the ~~Exchange~~chronic-condition ~~Act~~epidemic ~~and~~facing ~~the~~our ~~other federal securities laws~~country.

16A strong proponent of philanthropy, Mr. Tullman was honored in 2019 with a Robert F. Kennedy Human Rights Ripple of Hope Award for his career focused on improving the safety, empathy, and efficiency of our healthcare system. Mr. Tullman also serves as a Chancellor to the International Board of the Juvenile Diabetes Research Foundation and as a Board Member of the American Diabetes Association. Mr. Tullman has an undergraduate degree from Bucknell University (1981) and a Master of Arts from the University of Oxford (1982).

~~Our initial~~Quentin stockholders, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.Clark

~~Redemption Rights~~Quentin ~~for~~Clark ~~Public~~is ~~Shareholders~~a ~~upon~~managing ~~Completion~~director at General Catalyst, a venture capital firm that partners with seed- to endurance-stage founders to help build companies that withstand the test of ~~Our~~time. ~~Initial~~Since ~~Business~~joining ~~Combination~~in 2020, Mr. Clark focuses on investing in healthcare and enterprise SaaS, software, and platforms concentrating on transforming the workplace. Since joining the firm, Mr. Clark has made investments in Kernel, Minio, Range, Sprout, and several yet to be announced companies. Mr. Clark is on the boards of Commure, Kernel, ThoughtSpot, Coda, and Minio.

~~We will~~Prior ~~provide our public stockholders with the opportunity~~ to ~~redeem~~joining ~~all~~General orCatalyst, ~~a portion of their shares of Class~~Mr. AClark ~~common~~was ~~stock upon~~CTO ~~the completion of our initial business combination~~ at aDropbox ~~per-share~~(NASDAQ: ~~price,~~DBX) ~~payable~~from in2017 ~~cash, equal~~ to ~~the~~2019, ~~aggregate~~where ~~amount~~he ~~then on~~led ~~deposit in~~ the ~~trust~~company’s ~~account~~engineering, ~~calculated~~product, asdesign, ofgrowth, ~~two~~and ~~business~~IT ~~days~~teams. ~~prior~~Mr. Clark toworked ~~the~~with ~~consummation~~them ofthrough ~~the~~its ~~initial business combination~~IPO, ~~including~~ ~~interest~~its ~~earned~~pivot onto ~~the~~Dropbox ~~funds~~Spaces, ~~held~~and indrove the ~~trust~~portfolio ~~account (net of permitted withdrawals and up to $100~~expansion,~~000~~ ofstarting ~~interest to~~with ~~pay dissolution expenses), divided by~~ the ~~number~~acquisition of ~~then~~HelloSign. ~~outstanding~~Prior ~~public~~to ~~shares~~Dropbox, ~~subject to the limitations described herein~~Mr. Clark ~~The~~spent ~~amount~~two indecades ~~the~~with ~~trust~~Microsoft ~~account~~between is1994 ~~initially~~and ~~anticipated to be $10.00 per public share. Our initial stockholders~~2014, ~~officers~~ ~~and~~starting ~~directors~~as ~~have entered into~~ a ~~letter~~software ~~agreement with us~~engineer, ~~pursuant~~then toproduct ~~which~~manager, ~~they have agreed to waive their redemption rights with respect to any alignment shares~~ and ~~public~~eventually ~~shares~~leading ~~they may hold in connection with~~ the ~~completion~~whole ofdata ~~our~~platform ~~initial~~ business ~~combination.~~

~~Limitations on Redemptions~~ 5

~~Our amended~~Table ~~and restated certificate~~ of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target candidate or its owners; (ii) cash for working capital or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.Contents

~~Manner of~~into ~~Conducting~~Microsoft’s ~~Redemptions~~cloud, Azure. Mr. Clark then joined SAP from 2014 to 2016, first as CTO, then as Chief Business Officer, where he led strategy and product direction for the platform and ultimately for the company.

~~We will~~Mr. Clark ~~provide~~is ~~our public stockholders with the opportunity to redeem all or~~ a ~~portion~~graduate of ~~their public shares upon~~ the ~~completion~~ University of ~~our~~Massachusetts ~~initial~~at ~~business~~Amherst ~~combination either~~ (i1994) in, ~~connection~~where ~~with~~he aearned ~~stockholder meeting called to approve the business combination or (ii) by means of~~ a ~~tender offer~~B.S. ~~The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely~~ in ~~our~~Physics ~~discretion,~~ and ~~will~~double-majored bein ~~based~~Computer onScience ~~a variety of factors such as the timing of the transaction~~ and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking stockholder approval under SEC rules). Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 5% of our shares of outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We currently ~~intend~~sits toon conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the ~~tender offer~~Advisory ~~rules~~Board ~~of the SEC~~ for ~~business or other legal reasons. So long as we obtain and maintain a listing for our securities on~~ the ~~Nasdaq,~~College weof ~~will~~Information & beComputer ~~required to comply with the Nasdaq rules~~Sciences.

~~If we~~Jennifer ~~held a stockholder vote to approve our initial business combination~~Schneider, ~~we will, pursuant to our amended and restated certificate of incorporation:~~MD

•Dr. Jennifer ~~conduct~~Schneider has been the ~~redemptions~~President inof ~~conjunction~~Livongo ~~with~~since a2018, ~~proxy~~where ~~solicitation~~she ~~pursuant~~is responsible for product, data science, engineering, marketing, clinical operations, and growth strategy. Dr. Schneider previously served as the company’s Chief Medical Officer from 2015 to ~~Regulation~~2018, ~~14A~~where ofshe led the ~~Exchange~~company’s ~~Act~~strategic clinical product vision, ~~which~~data ~~regulates~~science, clinical trials, and the ~~solicitation~~organization’s certified diabetes educators and coaches. Dr. Schneider is the author of Decoding ~~proxies~~Health Signals: Silicon Valley’s Consumer-First Approach to a New Era of Health, ~~and~~which ~~not~~offers ~~pursuant~~a guide to the ~~tender~~depth ~~offer~~of ~~rules;~~the chronic conditions problem facing the industry today and explores how companies are using big data analytics and artificial intelligence to reinvent care delivery for people with chronic conditions. Dr. Schneider was recently named to Modern Healthcare’s List of Top Clinical Executives.

•Prior ~~file~~to ~~proxy~~Livongo, ~~materials~~Dr. Schneider ~~with~~held several key leadership roles at Castlight from 2010 to 2015, most recently as Chief Medical Officer. Dr. Schneider also has held leadership roles as a health outcomes researcher and Chief Resident at Stanford University from 2005 to 2006, and she has practiced medicine as an attending physician at Stanford University, the ~~SEC~~VA Palo Alto Health Care System, and Kaiser Permanente. Dr. Schneider has an undergraduate degree from the College of the Holy Cross (1997), a Doctor of Medicine degree from Johns Hopkins School of Medicine(2002), and a Master of Science degree in Health Services Research from Stanford University (2010). Dr. Schneider completed her internal medicine residency at Stanford University Hospital.

17Anita V. Pramoda

In Anita V. Pramoda has been the ~~event~~CEO ~~that~~of weOwned ~~seek~~Outcomes, Inc., ~~stockholder~~a ~~approval~~health analytics software company, since 2014. Ms. Pramoda has also served as the Chairperson of ~~our~~the ~~initial~~Board ~~business~~of ~~combination~~Directors of the Federal Reserve Bank of San Francisco (Los Angeles) since 2016, weand ~~will~~as ~~distribute~~a ~~proxy~~board ~~materials~~member (and Chair of Compensation Committee) of Health Catalyst, Inc., in(NASDAQ: ~~connection therewith~~HCAT), ~~provide~~a ~~our~~provider ~~public~~of ~~stockholders~~data ~~with~~and ~~the~~analytics ~~redemption~~technology ~~rights~~and ~~described~~services ~~above~~to ~~upon~~healthcare ~~completion~~organizations, since 2016. Since 2020, Ms. Pramoda has also been a board member (and Chair of ~~the~~Audit ~~initial~~Committee) ~~business combination~~of GoHealth (NASDAQ: GOCO), a digital marketplace for health insurance.

~~If we seek stockholder approval~~Previously, weMs. Pramoda ~~will~~served ~~complete~~as ~~our initial business combination only if~~ a ~~majority~~member of the ~~common~~board ~~stock, represented in person or by proxy and entitled to vote thereon, voted at a stockholder meeting are voted in favor~~ of ~~the~~directors ~~business combination. In such case, our initial stockholders and each member~~ of ~~our~~Dignity ~~management~~Health ~~team have agreed to vote their alignment shares and public shares in favor of our initial business combination. As a result~~Foundation, infrom ~~addition~~2013 to ~~our initial purchaser’s alignment shares~~2017, we ~~would~~Allscripts ~~need 19~~Healthcare,~~687,500,~~ orLLC ~~37.5%, of the 52,500,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved~~ (~~assuming~~NASDAQ: ~~all outstanding shares are voted~~MDRX), offrom ~~the~~2013 ~~52,500,000 public shares sold in our initial public offering~~ to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition2016, ~~our initial stockholders~~ and ~~each~~as ~~member of~~Chief ~~our~~Financial ~~management~~Officer ~~team~~at ~~have~~Epic ~~entered~~Systems ~~into an agreement with us~~Corporation, ~~pursuant~~from to2009 ~~which they have agreed~~ to ~~waive~~2012. ~~their redemption rights with respect to any alignment shares and public shares held by them in connection with (i)~~Ms. ~~the~~Pramoda ~~completion~~holds of a ~~business~~Master combination and (ii) a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of our shares of Class A common stock the right to have their shares redeemed in ~~connection~~Business ~~with~~Administration ~~our~~degree ~~initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months~~ from the ~~closing~~University of ~~our~~Pennsylvania—The ~~initial~~Wharton ~~public~~School ~~offering~~ (~~or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class~~2004) ~~or (B) with respect to any other provision relating to the rights of holders of our shares of Class A common stock~~.

~~If we~~Michelle ~~conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate of incorporation:~~Brown

•Michelle ~~conduct~~Brown ~~the~~has ~~redemptions~~served ~~pursuant~~in several senior roles at General Catalyst since joining in 2016 and currently serves as Vice President of Finance. In this role Ms. Brown is responsible for accounting and financial reporting related to ~~Rule~~General ~~13e-4~~Catalyst’s management company and ~~Regulation~~general ~~14E~~partner entities. Prior to that, Ms. Brown served as a Manager at PricewaterhouseCoopers in its Asset Management Assurance practice from 2010 to 2015, where she advised clients that spanned from small private companies to some of the ~~Exchange~~largest ~~Act,~~public ~~which~~financial ~~regulate~~services ~~issuer~~organizations ~~tender~~globally. ~~offers;~~Ms. Brown holds a M.S. in Accountancy and a B.S. in Finance from Wake Forest University and is a Certified Public Accountant.

•Background ~~file~~on ~~tender~~Health ~~offer~~Assurance ~~documents~~Acquisition with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxiesCorp.

~~Upon the~~Health ~~public~~Assurance ~~announcement~~Acquisition ofCorp. ~~our~~is ~~initial~~a ~~business~~recently ~~combination,~~formed ifcompany weby ~~elect~~Hemant toTaneja, ~~conduct~~Glen ~~redemptions~~Tullman, ~~pursuant~~Quentin toClark, ~~the~~Jennifer ~~tender~~Schneider, ~~offer rules~~MD, we ~~and~~Anita ~~our~~V. ~~initial~~Pramoda ~~stockholders~~and ~~will~~certain ~~terminate~~other ~~any~~individuals ~~plan~~to ~~established~~execute inits ~~accordance~~part ~~with~~in ~~Rule 10b5-1~~a tobroad ~~purchase~~mission ~~shares~~ of ~~Class A~~ ~~common~~enabling ~~stock~~the indigital ~~the~~transformation ~~open~~of ~~market~~care, inbringing ~~order~~disruptive innovation to ~~comply~~the ~~with~~healthcare ~~Rule 14e-5~~system ~~under~~through ~~the Exchange Act~~technology.

~~In the~~Health ~~event~~Assurance weAcquisition ~~conduct~~Corp. ~~redemptions~~is ~~pursuant~~structured to reflect the ~~tender~~economic ~~offer~~transformation ~~rules,~~of ~~our~~the ~~offer~~industry. toTo ~~redeem~~achieve ~~will~~our ~~remain open for at least 20 business days~~mission, inwe ~~accordance~~have ~~with~~formed ~~Rule 14e-1(~~a) ~~under~~new ~~the~~structure ~~Exchange Act, and we will not be permitted~~ to ~~complete~~remove ~~our~~friction, ~~initial~~align ~~business combination~~stakeholder ~~until~~interests, ~~the~~and ~~expiration~~reward ofsustained, ~~the~~long-term ~~tender offer period~~performance. InWe ~~addition,~~call ~~the~~this ~~tender~~new ~~offer~~vehicle ~~will~~SAILSM, beor ~~conditioned~~Stakeholder onAligned ~~public~~Initial ~~stockholders not~~Listing. ~~tendering~~The ~~more~~incentive ~~than~~structure ~~the number~~ of ~~public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw~~ the ~~tender~~typical ~~offer~~SPAC ~~and~~creates ~~not~~misalignment ~~complete~~with ~~such initial business combination.~~

~~Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval~~6

~~If we~~Table ~~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 will provide 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 redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our initial stockholders or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.Contents

18target businesses and public market investors: the sponsor is entitled to a return of the sponsor shares regardless of the SPAC’s performance, and dilution attributable to sponsor shares is borne immediately. The SAILSM construct, however, uses a performance-based incentive structure to create alignment, designed to replicate a stock price-based return in the public markets:

~~However, we~~● ~~would~~Under ~~not~~the beSAILSM ~~restricting~~structure, our initial stockholders’ ~~ability~~will tocapture ~~vote~~20% ~~all~~to 30% of ~~their~~the ~~shares~~year-over-year share-price performance (~~including~~20% ~~Excess~~for ~~Shares~~first 30% performance, 30% thereafter) ~~for~~on orall ~~against our~~capital raised in connection with the transaction, which will include gross proceeds from the initial ~~business~~public ~~combination~~offering and any subsequent capital raised in connection with the merger.

~~Tendering Share~~● ~~Certificates~~Our ineconomics ~~Connection~~are ~~with~~contingent aupon ~~Tender~~sustained ~~Offer~~performance—our orinitial ~~Redemption~~stockholders ~~Rights~~will not earn returns on our alignment shares until our other stockholders do.

~~Public stockholders~~● ~~seeking~~Dilution ~~to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”~~ will beoccur ~~required~~over to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System (the “DWAC System”), at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the time ~~we send out our tender offer materials until the close of the tender offer period~~, or upalso tocontingent ~~two~~upon ~~business~~sustained days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rightsperformance. ~~Given the relatively short period in which to exercise redemption rights, it is advisable for stockholders to use electronic delivery of their public shares.~~

~~There is~~We abelieve ~~nominal~~this ~~cost~~economic ~~associated~~alignment ~~with~~is ~~the~~consistent ~~above-referenced~~with ~~tendering~~our ~~process~~core beliefs and ~~the~~values, ~~act~~and ofcoupled ~~certificating~~with the ~~shares~~strength orand ~~delivering them~~credibility ~~through~~of ~~the~~our ~~DWAC~~team, ~~System. The transfer agent~~ will ~~typically~~help ~~charge the tendering broker a fee of approximately $80.00 and it would be up~~ to ~~the~~attract ~~broker whether or not to pass this cost on to~~ the ~~redeeming~~best ~~holder~~entrepreneurs. ~~However,~~HAAC ~~this~~is ~~fee would be incurred regardless of whether or~~ not wesimply ~~require~~a ~~holders~~liquidity ~~seeking~~vehicle—it tois ~~exercise~~an ~~redemption~~opportunity ~~rights~~ to ~~tender~~bring ~~their~~a ~~shares.~~transformational ~~The~~company ~~need~~ to ~~deliver shares is a requirement of exercising redemption rights regardless of~~ the ~~timing~~public ~~of when such delivery must be effectuated~~markets.

~~The foregoing~~We ishave ~~different~~also ~~from~~assembled ~~the~~a ~~procedures~~strong ~~used~~sponsor byteam ~~many~~that ~~blank~~we ~~check~~believe ~~companies.~~will Inprovide ~~order~~us ~~to perfect redemption rights in connection~~ with ~~their~~valuable ~~business~~strategic, ~~combinations~~operational, ~~many~~product ~~blank~~management, ~~check~~analytical, ~~companies would distribute proxy materials for the stockholders’ vote on an initial business combination~~financial, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approvedtransactional, ~~the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result~~communications, the stockholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption pricelegal, ~~he or~~and ~~she~~other ~~could~~expertise ~~sell~~and ~~his~~networks orthat ~~her~~we ~~shares~~will inleverage ~~the open market before actually delivering his or her shares~~ to ~~the~~identify ~~company~~and ~~for~~execute ~~cancellation. As~~ a ~~result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the~~ business combination ~~until~~and ~~the~~drive ~~redeeming~~future ~~holder~~value ~~delivered its certificate. The requirement~~ for ~~physical or electronic delivery prior to~~ the ~~meeting~~combined ~~ensures that a redeeming stockholder’s election to redeem is irrevocable once the~~ business ~~combination is approved~~.

~~Any request~~Our to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.Value-Add

19We believe our founder-first ethos, our unique wealth of experience transforming industries through innovation, our commitment to building enduring companies, and our focus on a consumer-centric model give us a huge advantage in our quest to source and attract best-in-class, disruptive companies which sit at the intersection between healthcare, technology, and the consumer.

~~If our~~● ~~initial~~Pioneers ~~business~~in ~~combination~~Health isAssurance: ~~not~~Our ~~approved~~team orhas ~~completed~~crystallized ~~for~~a ~~any~~coherent ~~reason,~~vision ~~then~~of ~~our~~the ~~public~~future ~~stockholders~~of ~~who~~healthcare ~~elected~~through tohealth ~~exercise their~~assurance, ~~redemption~~and ~~rights~~successfully ~~would~~executed ~~not~~on bethis ~~entitled~~vision towith ~~redeem~~Livongo. ~~their~~We ~~shares~~believe ~~for~~this ~~the~~unparalleled ~~applicable~~focus ~~pro rata~~and ~~share~~experience ofwill ~~the~~enable ~~trust~~us ~~account. In~~to ~~such~~provide ~~case,~~invaluable weadvice ~~will~~to ~~promptly~~management ~~return~~teams ~~any~~of ~~certificates~~other ~~delivered~~early-stage byhealth ~~public~~assurance ~~holders~~companies ~~who~~with ~~elected~~the potential to ~~redeem~~be market leaders in their ~~shares~~categories.

~~If our~~● ~~initial proposed business combination is not completed~~Cross-industry, wecross-disciplinary ~~may~~talent: ~~continue~~Our toteam ~~try~~has tocreated ~~complete~~and aoperated ~~business~~multi-billion ~~combination~~dollar ~~with~~companies ain ~~different target until 24 months from~~ the ~~closing~~technology, ofhealthcare, ~~our~~and ~~initial~~tech-enabled ~~public~~healthcare ~~offering~~spaces. ~~(or~~Many ~~such~~of ~~later~~these ~~date~~experiences aswere ~~approved~~shared endeavors by ~~holders~~members of aour ~~majority of~~cross-disciplinary ~~shares~~team. ofWe ~~our~~have ~~outstanding~~demonstrated ~~common~~a ~~stock~~talent ~~that~~for ~~are~~spotting ~~voted~~winning trends at athe ~~meeting~~intersection toof ~~extend~~healthcare ~~such~~and ~~date~~technology, ~~voting~~and ~~together~~building ascompanies ato ~~single~~capitalize ~~class)~~on these.

~~Redemption~~ ● Experts in unscaled healthcare at scale: Health assurance calls for a new era of ~~Public~~care ~~Shares~~that is personalized and ~~Liquidation~~‘unscaled’ Ifusing NoAI-based ~~Initial~~techniques. ~~Business~~We ~~Combination~~have deep experience in mass personalization techniques that enable platforms to provide care that feels tailored to the patient, even as they grow to serve hundreds of thousands and even millions of consumers.

~~Our amended~~● ~~and~~Deep restated certificate of incorporation will provide that we will have only 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) to consummate an initial business combination. If we have not consummated an initial business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), we willnetworks: ~~(i) cease~~Our ~~all~~deep ~~operations~~networks ~~except~~serve ~~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~~tool ~~price, payable in cash, equal~~ to ~~the~~find ~~aggregate amount then on deposit in~~ the ~~trust~~best ~~account,~~businesses ~~including interest earned on the funds held in the trust account~~ and ~~not previously released~~ to usmatch tofounders ~~pay~~with ~~our~~top ~~taxes,~~talent ~~if any (less up~~ to ~~$100,000~~fill ofareas ~~interest to pay dissolution expenses) divided by the number~~ of ~~the~~need ~~then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any);~~ and ~~(iii) as~~grow ~~promptly~~their asbusinesses ~~reasonably~~efficiently ~~possible following such redemption, subject to the approval of our remaining stockholders~~ and ~~our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law~~intelligently. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class). Our amended and restated certificate of incorporation will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter.

~~Our initial~~● ~~stockholders~~Impressive ~~and~~track ~~each~~record: ~~member~~We ~~of our management team~~ have ~~entered into~~ an ~~agreement~~outstanding ~~with~~investment ~~us,~~track ~~pursuant~~record todemonstrating ~~which~~a ~~they~~commitment ~~have agreed~~ to ~~waive~~our ~~their~~strategy ~~rights~~and tocore ~~liquidating~~values, ~~distributions~~robust ~~from~~shareholder ~~the~~returns, ~~trust~~and ~~account~~development ~~with respect to any alignment shares they hold if we fail to consummate an initial business combination within 24 months from the closing~~ of ~~our~~enduring ~~initial~~businesses, ~~public~~including ~~offering~~Airbnb, or ~~such~~Livongo, ~~later~~Oscar, ~~date~~Snap, asStripe, ~~described~~and in the preceding paragraph (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame)others.

~~Our initial~~● ~~stockholders~~Mission-driven, ~~executive~~principled: ~~officers,~~Our ~~directors~~methods ~~and~~are ~~director~~rooted nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of our shares of Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) or (B) with respect tofor ~~any~~strong ~~other provision relating to the rights of holders of our shares of Class A common stock~~governance, ~~unless~~responsible ~~we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price~~innovation, ~~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~~a ~~previously~~desire ~~released~~ to usnurture ~~to pay our taxes~~diversity, ~~if any~~creativity, ~~divided by the~~ ~~number~~and ~~of the then-outstanding public shares~~mindfulness. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our initial stockholders, any executive officer, director or director nominee, or any other person.

207

~~We expect~~Table ~~that all costs and expenses associated with implementing our plan~~ of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $4,600,000 of proceeds held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.Contents

~~If we~~Our ~~were~~Business to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.Strategy

~~Although we~~We ~~will~~are seek to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses and 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~~early ~~account~~stages ~~for the benefit~~ of ~~our~~a ~~public~~digital ~~stockholders,~~transformation there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited, to fraudulent inducement, breach of ~~fiduciary~~healthcare ~~responsibility~~and orhave ~~other~~thought ~~similar~~strategically ~~claims, as~~about ~~well as claims challenging~~ the ~~enforceability~~framework ofneeded ~~the waiver, in each case in order~~ to ~~gain~~affect ~~an advantage with respect to a claim against our assets, including the funds held in the trust account~~change. IfOur ~~any~~goal ~~third-party~~is ~~refuses~~ to ~~execute~~invest ~~an agreement waiving such claims to the monies held~~ in ~~the~~platforms ~~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~~help ~~not~~accelerate ~~executed~~ a ~~waiver~~system ~~if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative. Examples~~ of health ~~possible~~assurance, ~~instances where we may engage~~ a ~~third-party~~new ~~that~~category ~~refuses to execute a waiver include the engagement~~ of ainnovation ~~third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants~~ that ~~would~~delivers ~~agree~~modern toconsumer ~~execute~~health aexperiences ~~waiver or~~while indecreasing ~~cases where management is unable to find a service provider willing to execute a waiver. The underwriters of our initial public offering will not execute an agreement with us waiving such claims to~~ the ~~monies~~overall ~~held~~healthcare ~~in the trust account~~GDP. In ~~addition, there~~partnership iswith noexisting ~~guarantee~~care ~~that such entities will agree to waive any claims they may have in the future as a result of~~providers, orhealth ~~arising out~~assurance ~~of,~~companies ~~any~~can ~~negotiations,~~accelerate ~~contracts~~rational oreconomic ~~agreements~~behavior with usinnovative and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business ~~with~~models ~~which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share~~ and ~~(ii) the~~price ~~actual~~transparency ~~amount per public share held~~ in ~~the~~their ~~trust account as of the date of the liquidation of the trust account if less than $10~~offerings.00 ~~per~~We ~~public~~want ~~share due~~ to ~~reductions in~~elevate ~~the~~care ~~value~~away offrom the ~~trust~~reactive, ~~assets~~scaled, ~~in each case net of the interest that may be withdrawn to pay our tax obligations; provided that such liability will not apply to any claims by a third~~one-~~party~~size-fits-all oroffering ~~prospective~~it ~~target~~currently ~~business~~operates ~~that~~in ~~executed a waiver of any~~ and ~~all~~ ~~rights~~transition tofrom ~~seek~~“sick ~~access~~care” to ~~the~~“health ~~trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act~~assurance.” InWe ~~the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor~~ will ~~not~~facilitate bethis ~~responsible~~paradigm toshift ~~the~~through ~~extent~~technologies oflike ~~any~~telehealth ~~liability for such third-party claims. However~~consultations, weconnected ~~have not asked our sponsor to reserve for such indemnification obligations~~devices, ~~nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations~~ and weAI-driven ~~believe that our sponsor’s only assets are securities of our company. Therefore~~interactions, webuilt ~~cannot~~upon ~~assure~~open ~~you~~technology ~~that~~standards ~~our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors~~ and ~~prospective~~empathetic ~~target~~user ~~businesses~~design.

~~In the~~Our ~~event~~experience ~~that~~building ~~the~~Livongo ~~proceeds~~has indemonstrated ~~the~~that ~~trust~~health ~~account~~assurance ~~are~~companies ~~reduced~~can ~~below~~generate ~~the~~both ~~lesser~~positive ofclinical ~~(i) $10.00~~outcomes ~~per public share~~ and ~~(ii) the actual~~outsized ~~amount~~economic ~~per public share held in the trust account as of the date of the liquidation of the trust account if less than $10~~returns.~~00 per~~ ~~public~~By ~~share~~eliminating ~~due to reductions in~~ the ~~value~~hassle of ~~the~~managing ~~trust~~chronic ~~assets~~conditions, indesigning ~~each~~the ~~case~~experience ~~net~~around of the ~~amount~~individual ofand ~~interest~~whole-person ~~which may be withdrawn to pay our income tax obligations~~care, and ~~our~~building ~~sponsor~~trust ~~asserts~~with ~~that~~members, itwe isdefined ~~unable to satisfy its indemnification obligations or that it has no indemnification obligations related to~~ a ~~particular~~new ~~claim,~~market ~~our~~category ~~independent~~and ~~directors~~demonstrated ~~would~~public ~~determine~~market ~~whether~~success. toLivongo ~~take legal~~and ~~action~~chronic ~~against~~disease ~~our~~management ~~sponsor~~were tojust ~~enforce~~the ~~its indemnification obligations~~beginning. ~~While~~There weis ~~currently~~a ~~expect~~myriad ~~that~~of ~~our~~consumer ~~independent~~personas ~~directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible~~ that ~~our~~ ~~independent~~deserve ~~directors~~the insame ~~exercising~~excellent ~~their~~care ~~business judgment may choose not to do so in any particular instance. Accordingly~~experiences, we ~~cannot~~and ~~assure~~there ~~you~~are ~~that~~dozens ~~due to claims~~ of ~~creditors~~infrastructure ~~the~~companies ~~actual~~required ~~value~~to ofsupport ~~the~~this ~~per-share~~sectoral ~~redemption price will not be less than $10~~shift.~~00 per public share.~~

21Our strategy, based on our core beliefs and values, is to identify a business combination where we can play an impactful role in partnership with a data-driven, cloud-based, consumer-centric business positioned to affect change in a sick, rigid and broken healthcare system. Our mission is to create a new kind of healthcare experience that works like consumer experiences in other industries, with free-market economics and optimization of patient outcomes. Instead of improving inflexible systems, we want to reinvent these systems, to bend the cost and quality curve, and to overcome the entrenched resistance to change. We want to empower good ideas and disruptive technologies to improve outcomes for the most important consumer—the patient. We believe that if you create a great user experience of value, you have an open road to building a multi-billion dollar success story like Livongo, Airbnb, or Stripe.

We ~~will~~ ~~seek~~are tolooking ~~reduce~~for ~~the~~companies ~~possibility~~ that ~~our~~are ~~sponsor~~aligned will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses or other entities with ~~which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in~~ the ~~trust~~health ~~account.~~assurance ~~Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities~~thesis, ~~including~~are ~~liabilities~~led ~~under~~by ~~the~~a ~~Securities~~mission-driven ~~Act.~~CEO Wewho ~~will~~is ~~have~~committed ~~access~~ to upresponsible ~~to $4~~innovation,~~600,000~~ ~~from the proceeds of our initial public offering~~ and ~~the~~have ~~sale~~high ofgrowth ~~the private placement warrants with which to pay any such~~ potential ~~claims (including costs and expenses incurred~~ in ~~connection~~markets with ~~our~~TAM ~~liquidation,~~expansion ~~currently~~opportunities. ~~estimated to~~We beare nointerested ~~more~~in ~~than~~companies ~~approximately~~building ~~$100,000).~~persona-driven Inconsumer ~~the~~experiences ~~event~~ that weleverage ~~liquidate~~AI ~~and~~feedback itloops, isvirtual ~~subsequently~~healthcare ~~determined~~services that ~~the~~increase ~~reserve for~~access ~~claims~~ and ~~liabilities is insufficient~~affordability, ~~stockholders~~new ~~who~~models ~~received~~to ~~funds~~manage ~~from~~risk ~~our~~and ~~trust~~pay ~~account could be liable~~ for ~~claims made by creditors~~care, ~~however~~cloud ~~such~~infrastructure ~~liability will not be greater than the amount of funds from our trust account received by any such stockholder. In the event~~ that ~~our~~helps ~~offering~~generate ~~expenses~~data ~~exceed~~and ~~our~~enables ~~estimate of $4,600,000, we may fund such excess with funds from~~ the ~~funds~~development ~~not to be held in the trust account. In such case, the amount~~ of ~~funds~~many wehealth ~~intend~~assurance ~~to be held outside the trust account would decrease by a corresponding amount. Conversely~~companies, inand ~~the~~modern ~~event~~workflows ~~that~~for ~~the~~health ~~offering~~systems ~~expenses~~and ~~are less than our estimate of $4,600,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount~~providers.

~~Under the~~Using ~~DGCL~~this framework, ~~stockholders~~we ~~may~~are becreating ~~held~~HAAC ~~liable for claims by third parties against a corporation~~ to ~~the~~identify ~~extent~~companies ofthat ~~distributions~~can ~~received by~~be ~~them~~transformed ininto acategory ~~dissolution.~~leaders ~~The~~best ~~pro rata~~positioned ~~portion of the funds~~ in ~~our trust account distributed to our public stockholders upon~~ the ~~redemption of our~~ public ~~shares~~markets. inWe ~~the~~believe ~~event~~ we doare ~~not~~well ~~complete~~placed ~~our~~to ~~initial~~help ~~business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of~~ a ~~majority~~transformational ofcompany, ~~shares~~aligned ofwith our ~~outstanding common~~philosophy, ~~stock~~to ~~that~~the ~~are~~public ~~voted~~markets, atand athen ~~meeting~~ to ~~extend~~help ~~such~~it ~~date~~grow, ~~voting~~thrive, ~~together~~and assucceed ain ~~single~~its ~~class)~~mission. ~~may~~Our bepartnership ~~considered~~has avalue ~~liquidating distribution~~far ~~under~~beyond ~~Delaware~~our ~~law.~~capital, Ifunlocking the ~~corporation~~potential ~~complies with certain procedures set forth in Section 280~~ of ~~the~~a ~~DGCL intended~~disruptive business to ~~ensure~~revolutionize ~~that~~care, itsupported ~~makes~~by ~~reasonable~~our ~~provision~~team’s ~~for~~deep ~~all claims against it~~industry, ~~including~~operational aand ~~60-day~~product ~~notice~~experience, ~~period~~extensive ~~during~~networks, ~~which any~~and ~~third-party~~track ~~claims~~records ~~can~~as beinvestors, ~~brought against the corporation~~advisors, ~~a 90-day period during which the corporation may reject any claims brought~~executives, and anboard ~~additional~~members. ~~150-day~~Our ~~waiting~~alignment ~~period before any liquidating distributions are made to stockholders, any liability of stockholders~~ with ~~respect to a liquidating distribution is limited to~~ the ~~lesser~~economic oftransformation ~~such stockholder’s pro rata share~~ of the ~~claim~~industry orwill ~~the~~make ~~amount~~this ~~distributed~~a tovehicle ~~the~~with ~~stockholder,~~which ~~and any liability of~~ the ~~stockholder~~best ~~would~~entrepreneurs bewill ~~barred~~want ~~after~~to ~~the third anniversary of the dissolution~~work.

~~Furthermore, if~~Business ~~the~~Combination pro rata portion of the funds in 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 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our initial business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), 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 (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 24th month and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.Criteria

22While we may decide to enter into a business combination with a business that does not meet these criteria, we intend to seek a business combination:

~~Because we~~● ~~will~~sitting ~~not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us~~ at ~~such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within~~ the ~~subsequent~~intersection ~~10 years.~~between ~~However,~~technology because we are a recently organized company established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar initial business combination, rather than an operating company, and ~~our operations will be limited to searching for prospective candidates for our initial business combination to acquire~~healthcare, ~~the~~including ~~only likely claims to arise would be from our vendors (such as lawyers~~consumer-focused, ~~investment bankers~~data-driven, etc.) or prospective candidates for our initial business combination. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers (except for our independent registered public accounting firm), prospective candidates for our initial business combination or other entities with which we do business (other than our independent registered public accounting firm) execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such thirdcloud-~~party~~based ~~claims.~~platforms;

~~If we~~● ~~file a bankruptcy petition or an involuntary bankruptcy petition is filed against us~~ that ishas ~~not dismissed,~~ the ~~proceeds~~potential ~~held in~~to change the ~~trust~~healthcare ~~account~~system ~~could be subject~~ to ~~applicable~~benefit ~~bankruptcy law, and may be included in our bankruptcy estate and subject to~~ the ~~claims~~consumer of(built ~~third parties~~ with ~~priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account~~empathy, wecuts ~~cannot~~down ~~assure you we will be able to return $10.00 per share to our public stockholders. Additionally~~costs, ifand ~~we file~~prioritizes apersonalization ~~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~~consumer ~~laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders.~~outcomes);

~~Furthermore, our~~● ~~board~~where ofwe ~~directors~~can ~~may~~materially beimpact ~~viewed~~the asvalue ~~having breached its fiduciary duty to our creditors~~ and~~/or~~ ~~may~~growth ~~have acted in bad faith, and thereby exposing itself and our company to claims~~ of ~~punitive damages, by paying public stockholders from~~ the ~~trust~~company ~~account prior~~in topartnership ~~addressing~~with ~~the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.~~management;

~~Our public~~● ~~stockholders~~close ~~will be entitled~~ to ~~receive funds from the trust account only (i) in the event of the redemption of~~ our ~~public~~ ~~shares~~proximal ifnetworks ~~we do not complete our initial business combination within 24 months from the closing~~ of ~~our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date~~founders, ~~voting together as a single class)~~operators, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation 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 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such dateinvestors, voting together as a single class) or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above. These provisions of our amended and ~~restated~~advisors; ~~certificate of incorporation, like all provisions of our amended~~ and ~~restated certificate of incorporation, may be amended with a stockholder vote.~~

23● where we have a differentiated view on the ability of the target to create value as a public company.

~~Competition~~ 8

~~In identifying,~~Table evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies, operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.Contents

~~Facilities~~ We anticipate offering the following benefits to our business combination partner:

~~We currently~~● ~~maintain~~partnership with our ~~executive~~management ~~offices~~team atmembers 20who ~~University~~have ~~Road,~~extensive ~~Cambridge,~~and ~~Massachusetts~~proven ~~02138.~~track ~~The~~records ~~cost for our use~~ of ~~this~~founding, ~~space is included in the $10~~operating,~~000~~ ~~per month fee we will pay to an affiliate of our sponsor for office space~~advising, ~~administrative~~ and ~~support services.~~investing Wein ~~consider~~market-leading ~~our~~technology ~~current~~and ~~office~~healthcare ~~space adequate for our current operations.~~companies;

~~Employees~~ ● access to our network of leading industry executives, entrepreneurs, and investors;

~~We currently~~● ~~have~~increase ~~two~~company ~~executive~~presence ~~officers.~~and ~~These~~visibility ~~individuals~~with ~~are~~customers, ~~not~~employers, ~~obligated~~payors, to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and ~~the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.~~vendors;

~~Periodic Reporting~~● ~~and~~higher ~~Financial~~engagement ~~Information~~with core, relevant, fundamental investors as anchor stockholders than a traditional IPO book-building process would offer;

~~Our securities~~● ~~are~~lower ~~registered~~risk ~~under the Exchange Act~~ and ~~have~~expedited ~~reporting~~path ~~obligations,~~to ~~including~~a ~~the~~public ~~requirement~~listing ~~that we file annual, quarterly and current reports~~ with ~~the~~flexible ~~SEC. In accordance with the requirements of the Exchange Act, this annual report contains financial statements audited and reported on by our independent registered public accountants.~~structuring;

~~We will~~● ~~provide~~infusion ~~stockholders with audited financial statements~~ of ~~the~~cash prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to stockholders. These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and ~~the~~ongoing ~~historical~~access ~~financial statements may be required~~ to bepublic ~~audited~~capital in accordance with the standards of 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 statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.markets;

~~We will~~● belisted ~~required~~public tocurrency ~~evaluate our internal control procedures~~ for ~~the~~future ~~fiscal~~acquisitions ~~year ending December 31, 2021 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer~~ and ~~no longer qualify as an emerging~~ growth company, will we not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.;

24● ability for management to retain control and focus on growing the business; and

~~We filed~~● aopportunity ~~Registration Statement on Form 8-A with the SEC~~ to ~~voluntarily~~motivate ~~register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules~~ and ~~regulations~~retain ~~promulgated~~employees ~~under~~using ~~the~~stock-based ~~Exchange Act~~compensation. ~~We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.~~

~~We are~~Status ~~an “emerging growth company,”~~ as ~~defined in Section 2(~~a) ofPublic the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the 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 non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.Company

~~In addition,~~We ~~Section 107~~believe ofour ~~the~~structure ~~JOBS~~will ~~Act~~make ~~also~~us ~~provides~~an ~~that~~attractive business combination partner to target businesses. As an ~~“emerging~~existing ~~growth~~public company”, ~~can~~we ~~take~~offer ~~advantage~~a oftarget business an alternative to the ~~extended~~ ~~transition~~traditional ~~period~~initial ~~provided~~public inoffering ~~Section 7(~~through a~~)(2)(B)~~ merger or other business combination with us. In a business combination transaction with us, the owners of the ~~Securities~~target ~~Act~~business may, for ~~complying~~example, ~~with~~exchange their shares of stock in the target business for our shares of Class A common stock (or shares of a new holding company) or ~~revised~~for ~~accounting standards.~~a Incombination ~~other~~of ~~words~~our shares of Class A common stock and cash, anallowing ~~“emerging~~us ~~growth~~to ~~company”~~tailor ~~can~~the ~~delay~~consideration to the ~~adoption~~specific needs of ~~certain~~the ~~accounting~~sellers. ~~standards~~We ~~until those~~believe ~~standards~~target ~~would~~businesses ~~otherwise~~will ~~apply~~find this method a more expeditious and cost effective method to ~~private~~becoming ~~companies~~a public company than the typical initial public offering. WeThe ~~intend~~typical toinitial ~~take~~public ~~advantage~~offering process takes a significantly longer period of time than the ~~benefits~~typical ofbusiness ~~this~~combination ~~extended~~transaction ~~transition period~~process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.

~~We will~~Furthermore, ~~remain~~once ana ~~emerging~~proposed ~~growth~~business ~~company~~combination ~~until~~is completed, the ~~earlier~~target ofbusiness ~~(1) the~~will ~~last~~have ~~day~~effectively ofbecome ~~the~~public, ~~fiscal~~whereas ~~year~~an ~~(a) following~~initial ~~the~~public ~~fifth anniversary~~offering ofis always subject to the ~~completion~~underwriters’ ofability ~~our~~to ~~initial~~complete ~~public~~the offering, ~~(b) in~~as well as general market conditions, which wecould ~~have~~delay ~~total~~or ~~annual~~prevent ~~gross~~the ~~revenue~~offering offrom atoccurring ~~least $1~~or have negative valuation consequences.~~07 billion~~ Once public, orwe ~~(c) in~~believe ~~which~~the wetarget ~~are~~business ~~deemed~~would tothen behave agreater ~~large~~access ~~accelerated~~to ~~filer~~capital, ~~which~~an additional means ~~the~~of ~~market~~providing ~~value~~management ofincentives ~~our~~consistent ~~shares of~~with ~~Class A~~stockholders’ ~~common~~interests ~~stock~~and ~~that~~the ~~are~~ability ~~held~~to byuse ~~non-affiliates~~its ~~exceeds~~shares ~~$700 million~~ as ofcurrency ~~the~~for ~~prior~~acquisitions. ~~June 30th,~~Being ~~and~~a ~~(2) the date~~public oncompany ~~which~~can weoffer ~~have~~further ~~issued~~benefits ~~more~~by ~~than~~augmenting ~~$1.0 billion~~a incompany’s ~~non-convertible~~profile ~~debt~~among ~~during~~potential ~~the~~new ~~prior~~customers ~~three-year~~and ~~period~~vendors and aid in attracting talented employees.

~~Additionally,~~ While we ~~are~~believe athat ~~“smaller~~our ~~reporting~~structure ~~company”~~and asour ~~defined~~management inteam’s ~~Item 10(f)(1)~~backgrounds ofwill ~~Regulation S-K.~~make ~~Smaller~~us ~~reporting~~an ~~companies may~~attractive ~~take~~business ~~advantage of certain reduced disclosure obligations~~partner, ~~including,~~some ~~among~~potential ~~other~~target ~~things,~~businesses ~~providing~~may ~~only~~view ~~two years~~our ~~of audited~~status ~~financial~~as ~~statements. We will remain~~ a ~~smaller~~blank ~~reporting~~check company, ~~until~~such ~~the~~as ~~last day of the fiscal year in which (1) the market value of~~ our ~~common~~lack ~~stock held by non-affiliates exceeds $250 million as~~ of ~~the~~an ~~prior~~operating ~~June 30,~~history orand ~~(2)~~ our ~~annual~~ ~~revenues~~ability ~~exceeded~~to ~~$100 million~~seek ~~during~~stockholder ~~such~~approval ~~completed fiscal year and the market value~~ of ~~our~~any ~~common~~proposed ~~stock~~initial ~~held~~business ~~by non-affiliates~~combination, ~~exceeds $700 million as of the prior June 30~~negatively.

~~Legal Proceedings~~ We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the 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 non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

~~There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.~~9

~~Item 1A.~~Table ~~Risk~~of ~~Factors~~Contents

~~An investment~~In inaddition, ~~our~~Section 107 ~~securities~~of ~~involves~~the aJOBS ~~high~~Act ~~degree~~also ofprovides ~~risk.~~that ~~You~~an ~~should~~“emerging ~~consider~~growth ~~carefully~~company” ~~all~~can oftake ~~the~~advantage ~~risks~~of ~~described below, together with~~ the ~~other~~extended ~~information~~transition ~~contained~~period provided in ~~this~~Section 7(a)(2)(B) of ~~Report,~~the ~~before~~Securities ~~making~~Act afor ~~decision~~complying towith ~~invest~~new inor ~~our~~revised ~~securities~~accounting standards. IfIn ~~any~~other ~~of the following events occur~~words, ~~our~~an ~~business,~~“emerging ~~financial~~growth ~~condition~~company” ~~and~~can ~~operating~~delay ~~results~~the ~~may~~adoption beof ~~materially~~certain ~~adversely~~accounting ~~affected.~~standards Inuntil ~~that~~those ~~event,~~standards ~~the trading~~would ~~price~~otherwise ofapply ~~our~~to ~~securities~~private ~~could~~companies. ~~decline,~~We ~~and~~intend ~~you~~to ~~could~~take ~~lose~~advantage ~~all~~of orthe ~~part~~benefits of ~~your~~this ~~investment~~extended transition period.

We ~~have~~ nowill ~~operating~~remain ~~history~~an ~~and~~emerging nogrowth ~~revenues~~company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, ~~and~~(b) in ~~you~~which we have nototal ~~basis~~annual ongross revenue of at least $1.07 billion, or (c) in which we are deemed to ~~evaluate~~be ~~our~~a ~~ability~~large toaccelerated ~~achieve~~filer, which means the market value of our ~~business~~shares ~~objective~~of Class A common stock that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

~~We were~~Financial formed in September 8, 2020 and have 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. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.Position

25As of December 31, 2021, we had approximately $525.2 million available to consummate an initial business combination, gross of deferred underwriting commissions of $18.4 million and deferred legal fees of $2.7 million. With these funds available for a business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.

~~Past performance~~Effecting byOur ~~our~~Initial ~~management~~Business ~~team or their respective affiliates may not be indicative of future performance of an investment in us.~~Combination

Information regarding performance is presented for informational purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our management has no experience in operating special purpose acquisition companies.General

~~Our stockholders~~We ~~may~~are not bepresently ~~afforded~~engaged in, and we will not engage in, any operations for an ~~opportunity~~indefinite toperiod ~~vote~~of ontime following our ~~proposed~~initial public offering. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the sale of the private placement warrants, ~~which~~our ~~means~~equity, wedebt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination ~~even~~with ~~though~~ a ~~majority~~company or business that may be financially unstable or in its early stages of ~~our~~development ~~stockholders~~or dogrowth, ~~not~~which ~~support~~would subject us to the numerous risks inherent in such acompanies ~~combination~~and businesses.

~~We may~~If ~~choose not to hold a stockholder vote before we complete~~ our initial business combination ifis ~~the~~paid ~~business~~for ~~combination~~using ~~would not~~equity ~~require~~or ~~stockholder~~debt, ~~approval under applicable law~~ or ~~stock~~not ~~exchange~~all ~~listing~~of ~~requirement.~~the ~~For~~funds ~~instance,~~released iffrom wethe ~~were~~trust ~~seeking to~~account ~~acquire~~are aused ~~target~~for ~~business~~payment ~~where~~of the consideration ~~we were paying~~ in ~~the~~connection ~~transaction~~with ~~was~~our ~~all~~initial ~~cash,~~business wecombination ~~would~~or ~~typically~~used ~~not be required to seek stockholder approval to complete such a transaction. Except~~ for asredemptions ~~required~~of byour ~~applicable~~shares ~~law~~of orClass A ~~stock~~common ~~exchange listing requirement~~stock, ~~the decision as to whether~~ we ~~will~~may ~~seek~~apply ~~stockholder~~the ~~approval~~balance of athe ~~proposed~~cash ~~business~~released ~~combination or will allow stockholders~~ to ~~sell their shares to~~ us infrom athe ~~tender~~trust ~~offer~~account ~~will~~for begeneral ~~made~~corporate ~~by us~~purposes, ~~solely~~including infor ~~our~~maintenance ~~discretion,~~or ~~and~~expansion ~~will be based on a variety~~ of ~~factors,~~operations ~~such as the timing~~ of the ~~transaction~~post-business ~~and~~combination ~~whether~~company, the ~~terms~~payment of ~~the~~principal ~~transaction~~or ~~would~~interest ~~otherwise~~due ~~require~~on ~~us to~~indebtedness ~~seek~~incurred ~~stockholder~~in ~~approval.~~completing ~~Accordingly, we may complete~~ our initial business combination, ~~even~~to iffund ~~holders~~the ofpurchase ~~a majority~~ of ~~our issued~~other ~~and~~companies ~~outstanding~~or ~~shares~~for ofworking ~~Class A common stock do not approve of the business combination we complete~~capital.

~~Your only~~We ~~opportunity~~have not selected any business combination target. Additionally, we have not engaged or retained any agent or other representative to ~~affect~~identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business, other than our officers and directors. Although our management will assess the ~~investment~~risks ~~decision~~inherent ~~regarding~~in a ~~potential~~particular target business ~~combination~~with which we may becombine, ~~limited~~we tocannot ~~the~~assure ~~exercise~~you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of ~~your~~ ~~right~~those risks may be outside of our control, meaning that we can do nothing to ~~redeem~~control ~~your~~or ~~shares~~reduce ~~from~~the uschances ~~for~~that ~~cash~~those risks will adversely affect a target business.

~~At the~~We ~~time~~may ofneed ~~your~~to ~~investment~~obtain inadditional ~~us,~~financing ~~you~~to ~~will~~complete ~~not~~our beinitial ~~provided~~business ~~with~~combination, aneither ~~opportunity~~because ~~to evaluate~~ the ~~specific~~transaction ~~merits~~requires ormore ~~risks~~cash ofthan ~~any target~~is ~~businesses.~~available ~~Since~~from ~~our~~the ~~board~~proceeds ofheld ~~directors~~in ~~may~~our ~~complete~~trust aaccount, ~~business~~or ~~combination~~because ~~without~~we ~~seeking~~become ~~stockholder~~obligated ~~approval,~~to ~~public stockholders~~redeem ~~may~~a ~~not~~significant ~~have~~number ~~the~~of ~~right~~our orpublic ~~opportunity~~shares toupon ~~vote~~completion onof the business combination, ~~unless~~in which case we ~~seek~~may ~~such~~issue ~~stockholder~~additional ~~approval. Accordingly,~~securities ~~your~~or ~~only~~incur ~~opportunity~~debt toin ~~affect~~connection ~~the~~with ~~investment~~such ~~decision~~business ~~regarding~~combination. aThere ~~potential~~are ~~business~~no ~~combination~~prohibitions ~~may~~on beour ~~limited~~ ability to ~~exercising~~issue ~~your~~securities ~~redemption~~or ~~rights~~incur ~~within~~debt ~~the~~in ~~period~~connection ofwith ~~time~~our ~~(which~~initial ~~will~~business becombination. atWe ~~least~~are 20not ~~business~~currently ~~days)~~a ~~set~~party ~~forth~~to inany ~~our~~arrangement ~~tender offer~~or ~~documents~~understanding ~~mailed~~with any third-party with respect to ~~our~~raising ~~public~~any ~~stockholders~~additional infunds ~~which~~through wethe ~~describe~~sale ~~our~~of ~~initial~~securities, ~~business~~the ~~combination~~incurrence of debt or otherwise.

If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.10

~~Our initial~~Table ~~stockholders own 20%~~ of the voting power of our common stock immediately following the completion of our public offering. Our initial stockholders and members of our management team also may from time to time purchase shares of Class A common stock prior to our initial business combination. Our amended and restated certificate of incorporation will provide that, if we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock, represented in person or by proxy and entitled to vote thereon, voted at a stockholder meeting are voted in favor of the business combination. As a result, in addition to our initial stockholders’ alignment shares, we would need 19,687,500, or 37.5% of the 52,500,000 shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders and each member of our management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.Contents

26Sources of Target Businesses

~~The ability~~We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have read our ~~public~~prospectus ~~stockholders~~or other materials and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to ~~redeem~~our attention target business candidates that they become aware of through their ~~shares~~business ~~for~~contacts ~~cash~~as a result of formal or informal inquiries or discussions they may ~~make~~have, ~~our~~as ~~financial~~well ~~condition~~as ~~unattractive~~attending trade shows or conventions. In addition, we expect to ~~potential~~ receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business ~~combination~~relationships ~~targets~~of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may ~~make~~pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s-length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or their respective affiliates paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it ~~difficult~~is). We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for usoffice space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into aemployment or consulting agreements with the post-business combination ~~with~~company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a ~~target~~criterion in our selection process of an acquisition candidate.

We ~~may~~ ~~seek~~are tonot ~~enter~~prohibited ~~into~~from apursuing an initial business combination ~~transaction agreement~~ with a ~~prospective~~company ~~target~~ that ~~requires~~is asaffiliated awith ~~closing~~our ~~condition that~~initial westockholders, ~~have~~Founders, aofficers ~~minimum net worth~~ or ~~a certain amount of cash~~directors. IfIn ~~too~~the ~~many~~event ~~public stockholders exercise their redemption rights,~~ we ~~would~~seek ~~not be able~~ to ~~meet~~complete ~~such~~our ~~closing~~initial ~~condition~~business ~~and,~~combination aswith a ~~result,~~company ~~would~~that ~~not~~is beaffiliated ~~able to proceed~~ with ~~the business combination. Furthermore, in no event will we redeem~~ our ~~public~~initial ~~shares~~stockholders inor anany ~~amount~~of ~~that would cause~~ our ~~net~~officers ~~tangible~~or ~~assets to be less than $5~~directors,~~000,001~~ ~~(so that~~ we, door ~~not~~a ~~then~~committee ~~become~~of ~~subject~~independent ~~to the SEC’s “penny stock” rules). Consequently~~directors, ifwill ~~accepting all~~obtain ~~properly~~an ~~submitted~~opinion ~~redemption~~from ~~requests~~an ~~would~~independent ~~cause~~investment ~~our~~banking ~~net~~firm ~~tangible~~that ~~assets~~is toa bemember ~~less~~of ~~than~~FINRA ~~$5,000,001~~ or ~~such~~an ~~greater~~independent ~~amount necessary~~accounting tofirm ~~satisfy~~that ~~a closing condition as described above, we would not proceed with~~ such ~~redemption~~initial ~~and the related~~ business combination ~~and~~is ~~may~~fair ~~instead~~to ~~search~~our ~~for~~company anfrom ~~alternate~~a ~~business~~financial ~~combination.~~point ~~Prospective targets will be aware~~ of ~~these~~view. ~~risks~~We ~~and, thus,~~are ~~may~~not berequired ~~reluctant~~ to ~~enter~~obtain ~~into~~such aan ~~business~~opinion ~~combination~~in ~~transaction~~any ~~with~~other uscontext.

~~The ability~~Each of our ~~public~~officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our initial stockholders, pursuant to ~~exercise~~which ~~redemption~~such ~~rights~~officer ~~with~~or ~~respect~~director is or will be required to present a ~~large~~business ~~number~~combination opportunity to such entity. Accordingly, if any of our ~~shares~~officers ~~may~~or ~~not~~directors ~~allow~~becomes us aware of a business combination opportunity which is suitable for an entity to ~~complete~~which ~~the~~he ~~most~~or ~~desirable~~she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination oropportunity ~~optimize~~to ~~our~~such ~~capital~~entity, ~~structure~~subject to their fiduciary duties under Delaware law. See “Management—Conflicts of Interest.”

~~At the~~Evaluation time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of ~~shares that will be submitted for redemption. If~~ a ~~large~~Target ~~number~~Business ofand ~~shares~~Structuring ~~are submitted for redemption, we may need to restructure the transaction to reserve a greater portion~~ of ~~the~~Our ~~cash~~Initial inBusiness the trust account or arrange for additional 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 an initial 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 amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.Combination

~~The ability~~In ofevaluating ~~our~~a ~~public~~prospective ~~stockholders~~target business, we expect to ~~exercise~~conduct ~~redemption~~an ~~rights~~extensive due diligence review which may encompass, as applicable and among other things, meetings with ~~respect~~incumbent tomanagement aand ~~large~~employees, ~~number~~document reviews, interviews of ~~our~~customers ~~shares~~and ~~could~~suppliers, ~~increase~~inspection of facilities and a review of financial and other information about the ~~probability~~ ~~that~~target ~~our~~and ~~initial~~its ~~business~~industry. ~~combination~~We ~~would~~will bealso ~~unsuccessful~~utilize our management team’s operational and ~~that~~capital ~~you~~planning ~~would~~experience. ~~have~~If we determine to ~~wait~~move ~~for~~forward ~~liquidation~~with ina ~~order~~ particular target, we will proceed to ~~redeem~~structure ~~your~~and ~~shares~~negotiate the terms of the business combination transaction.

~~If our~~The ~~initial~~time ~~business~~required ~~combination~~to ~~agreement~~select ~~requires~~and usevaluate toa ~~use~~target abusiness ~~portion~~and ofto ~~the~~structure ~~cash~~and incomplete ~~the~~our ~~trust~~initial ~~account~~business tocombination, ~~pay~~and the ~~purchase~~costs ~~price~~associated with this process, or ~~requires~~are usnot tocurrently ~~have~~ascertainable awith ~~minimum~~any ~~amount~~degree of ~~cash~~certainty. atAny ~~closing,~~costs incurred with respect to the ~~probability~~identification ~~that~~and ~~our~~evaluation ~~initial~~of, ~~business~~and ~~combination~~negotiation ~~would~~with, bea ~~unsuccessful is~~prospective ~~increased.~~target Ifbusiness with which our initial business combination is ~~unsuccessful,~~not ~~you~~ultimately ~~would~~completed ~~not~~will ~~receive~~result ~~your~~in ~~pro rata~~our ~~portion~~incurring oflosses ~~the~~and ~~funds in~~will reduce the ~~trust~~funds ~~account until~~ we ~~liquidate~~can ~~the~~use ~~trust~~to ~~account.~~complete Ifanother ~~you~~business ~~are~~combination. inThe ~~need~~company ofwill ~~immediate~~not ~~liquidity,~~pay ~~you~~any ~~could~~consulting ~~attempt~~fees to ~~sell your~~members ~~shares~~of inour ~~the~~management ~~open market; however~~team, ator ~~such~~their ~~time~~respective ~~our~~affiliates, ~~shares~~for ~~may~~services ~~trade~~rendered ~~at a discount~~ to ~~the~~or ~~pro rata~~in ~~amount~~connection ~~per~~with ~~share in~~our ~~the~~initial ~~trust~~business ~~account~~combination. In ~~either situation~~addition, ~~you~~we ~~may~~have ~~suffer~~agreed anot ~~material~~to ~~loss~~enter oninto ~~your~~a ~~investment~~definitive oragreement ~~lose~~regarding ~~the~~an ~~benefit~~initial ofbusiness ~~funds~~combination ~~expected in~~without ~~connection~~the ~~with~~prior ~~our~~consent ~~redemption~~of ~~until~~our ~~we liquidate or you are able to sell your shares in the open market~~sponsor.

The requirement that we consummate an initial business combination within 24 months after the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.11

~~Any potential~~Table ~~target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 24 months from the closing~~ of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the time frame 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.Contents

27Lack of Business Diversification

~~Our search~~For ~~for~~an aindefinite period of time after the completion of our initial business combination, ~~and~~the ~~any~~prospects ~~target~~for ~~business~~our ~~with~~success ~~which~~may wedepend ~~ultimately~~entirely ~~consummate~~on the future performance of a single business. ~~combination~~Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, ~~may~~it ~~be materially~~is ~~adversely~~probable ~~affected~~that bywe will not have the ~~recent~~resources ~~coronavirus~~to ~~(COVID-19)~~diversify ~~outbreak~~our operations and mitigate the ~~status~~risks of ~~debt~~being ~~and~~in ~~equity~~a ~~markets~~single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

~~In December 2019,~~● asubject ~~novel~~us ~~strain of coronavirus was reported~~ to ~~have~~negative ~~surfaced~~economic, ~~which~~competitive ~~has~~ and isregulatory ~~continuing to spread throughout the world~~developments, ~~including~~any ~~the~~or ~~United~~all ~~States. On January 30, 2020, the World Health Organization declared the outbreak~~ of ~~the~~which ~~coronavirus disease~~may ~~(“COVID-19”)~~have a ~~“Public~~substantial ~~Health~~adverse ~~Emergency~~impact 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~~particular ~~Health~~industry ~~Organization characterized the outbreak as a “pandemic.” The COVID-19 outbreak has and a significant outbreak of 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~~operate aafter 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 continues to 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~~initial ~~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~~cause ~~ability~~us to ~~consummate~~depend ~~a transaction may be dependent~~ on the ~~ability~~marketing ~~to raise equity~~ and ~~debt~~sale ~~financing~~of ~~which~~a ~~may be~~single ~~impacted~~product byor ~~COVID-19~~limited ~~and~~number ~~other events, including as a result~~ of ~~increased~~products ~~market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us~~ or ~~at all~~services.

~~Finally, the~~Limited ~~outbreak~~Ability ofto ~~COVID-19~~Evaluate ~~may also have~~ the ~~effect~~Target’s ofManagement ~~heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.~~Team

~~We may~~Although ~~not~~we beintend ~~able~~ to ~~consummate~~closely anscrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination ~~within~~with ~~24 months~~that ~~after~~business, our assessment of the ~~closing~~target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our ~~initial~~management ~~public~~team, ~~offering (or~~if ~~such~~any, ~~later~~in ~~date~~the target business cannot presently be stated with any certainty. The determination as ~~approved~~to bywhether ~~holders~~any of athe ~~majority~~members of ~~shares~~our management team will remain with the combined company will be made at the time of our ~~outstanding~~initial ~~common~~business ~~stock~~combination. While it is possible that ~~are~~one ~~voted~~or atmore aof ~~meeting to~~our ~~extend~~directors ~~such~~will ~~date,~~remain ~~voting~~associated ~~together~~in assome acapacity ~~single~~with ~~class)~~us following our initial business combination, init ~~which~~is ~~case~~unlikely wethat ~~would~~any ~~cease~~of ~~all~~them ~~operations~~will ~~except~~devote ~~for~~their ~~the~~full ~~purpose~~efforts ~~of winding~~to upour ~~and~~affairs subsequent to our initial business combination. Moreover, we ~~would~~cannot ~~redeem~~assure you that members of our ~~public~~management ~~shares~~team ~~and~~will ~~liquidate~~have significant experience or knowledge relating to the operations of the particular target business.

We ~~may~~ ~~not~~cannot beassure ~~able~~you tothat ~~find~~any ~~a suitable candidate for our initial business combination and complete our initial business combination within 24 months after the closing~~ of our ~~initial~~key ~~public~~personnel ~~offering~~will ~~(or~~remain such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class). Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in ~~the~~ ~~capital~~senior ~~and~~management ~~debt~~or ~~markets~~advisory ~~and~~positions ~~the~~with ~~other risks described herein. For example,~~ the ~~outbreak~~combined ~~of COVID-19 continues to grow both in the U~~company.S. ~~and~~The ~~globally~~determination ~~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 uswhether orany ~~at all. Additionally, the outbreak~~ of ~~COVID-19~~ ~~may negatively impact businesses we may seek to acquire. If we have not completed~~ our ~~initial~~key ~~business~~personnel ~~combination within such time period, we~~ will: ~~(i) cease~~remain ~~all~~with ~~operations except for~~ the ~~purpose~~combined ofcompany ~~winding~~will ~~up;~~be ~~(ii) as~~made ~~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~~time ~~amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net~~ of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our ~~remaining~~initial ~~stockholders~~business ~~and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law~~combination.

28Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

~~Our search~~Stockholders ~~for~~May Not aHave ~~business~~the ~~combination,~~Ability ~~and~~to ~~any~~Approve ~~target~~Our ~~business~~Initial ~~with~~Business ~~which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak.~~Combination

~~In December~~We ~~2019,~~may aconduct ~~novel~~redemptions ~~strain~~without ofa ~~coronavirus~~stockholder ~~was~~vote ~~reported~~pursuant to ~~have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of~~ the ~~world,~~tender ~~including~~offer ~~the United States. On January~~rules ~~30, 2020, the World Health Organization declared the outbreak~~ of the ~~coronavirus~~SEC ~~disease (COVID-19) a~~subject ~~“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.~~provisions ~~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~~our ~~infectious diseases~~amended ~~could result in a widespread health crisis that could adversely affect the economies~~ and ~~financial~~restated ~~markets~~certificate ~~worldwide, and the business~~ of ~~any potential target business with which we consummate a business combination could be materially and adversely affected~~incorporation. ~~Furthermore~~However, we ~~may~~will beseek ~~unable~~stockholder toapproval ~~complete a business combination~~ if ~~continued~~it ~~concerns~~is ~~relating~~required ~~to COVID-19 restrict travel,~~by ~~limit~~applicable ~~the~~law ~~ability to have meetings with potential investors~~ or ~~the~~stock ~~target~~exchange ~~company’s~~listing ~~personnel~~requirement, ~~vendors~~or ~~and~~we ~~services providers~~may ~~are~~decide ~~unavailable~~ to ~~negotiate~~seek ~~and~~stockholder ~~consummate~~approval ~~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 adversely affected in a material wayreasons.

~~If we~~Under ~~seek~~Nasdaq’s listing rules, stockholder approval ofwould ~~our~~typically ~~initial~~be ~~business~~required ~~combination,~~for our initial ~~stockholders, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed~~ business combination ~~and~~ ~~reduce~~if, ~~the~~for ~~public “float” of our shares of Class A common stock or public warrants.~~example:

~~If we~~● ~~seek stockholder approval of our initial business combination and~~ we doissue ~~not~~common ~~conduct~~stock ~~redemptions~~that inwill ~~connection~~be ~~with~~equal ~~our initial business combination pursuant~~ to ~~the tender offer rules, our initial stockholders, directors, executive officers, advisors~~ or ~~their~~ ~~affiliates may purchase public shares or warrants~~ in ~~privately~~excess ~~negotiated~~of ~~transactions~~20% orof in the ~~open~~number ~~market either prior to or following the completion~~ of our ~~initial~~common ~~business~~stock ~~combination,~~then-outstanding ~~although~~(other ~~they~~than ~~are under no obligation to do so. However, they have no current commitments, plans or intentions to engage~~ in ~~such~~a ~~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~~ public ~~shares or warrants in such transactions.~~offering);

~~In the~~● ~~event~~any ~~that~~of our ~~initial stockholders,~~ directors, ~~executive~~ officers, ~~advisors~~ or ~~their~~substantial ~~affiliates~~security ~~purchase~~holder 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 any such transaction could be to (~~i) vote in~~as ~~favor~~defined ofby the ~~business~~Nasdaq ~~combination~~rules) ~~and~~has ~~thereby~~a ~~increase~~5% ~~the~~or ~~likelihood~~greater ~~of obtaining stockholder approval of the business combination~~interest, ~~(ii) reduce~~ ~~the~~directly ~~number of public warrants outstanding~~ or ~~vote~~indirectly, ~~such~~in ~~warrants on any matters submitted to~~ the ~~warrant~~target ~~holders for approval in connection with our initial~~ business ~~combination~~ or ~~(iii) satisfy~~assets ~~a closing condition in an agreement with a target that requires us~~ to ~~have~~be aacquired ~~minimum net worth~~ or aotherwise ~~certain~~and ~~amount of cash at~~ the ~~closing~~present ofor ~~our~~potential ~~initial~~issuance ~~business combination, where it appears that such requirement would otherwise not be met. Any such purchases~~ of ~~our~~common ~~securities~~stock ~~may~~could result in ~~the~~an ~~completion of~~increase ~~our~~in ~~initial~~issued ~~business~~and ~~combination~~outstanding ~~that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our shares of Class A~~ common stock or ~~public~~voting ~~warrants~~power ~~may be reduced and the number~~ of ~~beneficial holders~~1% ofor ~~our~~more ~~securities may be reduced, which may make it difficult to maintain~~ (or ~~obtain~~5% ~~the quotation, listing~~ or ~~trading of~~more ~~our~~if ~~securities~~the onrelated aparty ~~national~~involved ~~securities~~is ~~exchange.~~classified ~~Any~~as such ~~purchases~~solely ~~will~~because ~~be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent~~ such ~~purchasers~~person ~~are~~is ~~subject to such reporting requirements. See “Item 1. Business—Effecting Our Initial Business Combination—Permitted Purchases and Other Transactions with Respect to Our Securities” for~~ a ~~description~~ ofsubstantial ~~how~~security ~~our~~holder); ~~initial stockholders, directors, executive officers, advisors~~ or ~~their affiliates will select which stockholders to purchase securities from in any private transaction.~~

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

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.12

~~We will~~Table comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our proxy solicitation or tender offer materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer 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 redeem or tender public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.Contents

~~You will~~Permitted ~~not~~Purchases ~~have~~of ~~any~~Our rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.Securities

~~Our public~~If ~~stockholders~~we ~~are~~seek ~~entitled~~stockholder toapproval ~~receive funds from the trust account only upon the earliest to occur~~ of: ~~(i)~~ our ~~completion of an~~ initial business combination, and ~~then~~we ~~only~~do innot ~~connection~~conduct ~~with~~redemptions ~~those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (ii) the redemption of any public shares properly tendered~~ in connection with ~~a stockholder vote to amend~~ our ~~amended~~initial ~~and~~business ~~restated~~combination ~~certificate~~pursuant ~~of incorporation (A)~~ to ~~modify~~ the ~~substance~~tender oroffer ~~timing~~rules, of our ~~obligation~~initial tostockholders, ~~provide~~directors, ~~holders~~executive ofofficers, ~~our~~advisors ~~shares~~or oftheir ~~Class A~~affiliates ~~common~~may ~~stock~~purchase ~~the right to have their~~ shares ~~redeemed in connection with our initial business combination~~ or ~~to redeem 100% of our~~ public ~~shares~~warrants ifin weprivately donegotiated ~~not~~transactions ~~complete our~~or ~~initial~~in ~~business combination within 24 months from~~ the ~~closing~~open ofmarket ~~our~~either ~~initial~~prior ~~public~~to ~~offering (~~or ~~such~~following ~~later~~the ~~date~~completion ~~as approved by holders~~ of ~~a majority of shares of~~ our ~~outstanding~~initial ~~common~~business ~~stock~~combination. ~~that~~However, ~~are~~they ~~voted~~have atno acurrent ~~meeting to extend such date~~commitments, ~~voting together~~plans ~~as a single class)~~ or ~~(B) with~~intentions ~~respect~~ to ~~any~~engage ~~other~~in ~~provision~~such ~~relating~~transactions ~~to the rights of holders of our shares of Class A common stock;~~ and ~~(iii) the redemption of our public shares if we~~ have not ~~consummated~~formulated anany ~~initial~~terms ~~business within 24 months from the closing of our initial public offering (~~or ~~such~~conditions ~~later~~for ~~date~~any ~~as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend~~ such ~~date, voting together as a single class), subject to applicable law and as further described herein~~transactions. ~~Public~~None ~~stockholders who redeem their shares~~ of ~~Class A~~the ~~common~~funds ~~stock~~ in ~~connection with a stockholder vote described in clause (ii) in~~ the ~~preceding~~trust ~~sentence~~account ~~shall~~will ~~not~~ be ~~entitled~~used to ~~funds~~purchase ~~from~~shares ~~the trust account upon the subsequent completion of an initial business combination~~ or ~~liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial~~ public ~~offering~~warrants ~~(or~~in such ~~later~~transactions. ~~date~~If asthey ~~approved~~engage ~~by holders~~in ~~of a majority of shares of our outstanding common stock that are voted at a meeting to extend~~ such ~~date~~transactions, ~~voting~~they ~~together as~~are arestricted ~~single~~from ~~class),~~making ~~with~~any ~~respect to~~ such ~~shares~~purchases ofwhen ~~Class A~~they ~~common~~are ~~stock~~in sopossession ~~redeemed. In no other circumstances will a public stockholder have any right or interest~~ of any ~~kind~~material innon-public ~~the~~information ~~trust account. Holders of warrants will~~ not ~~have~~disclosed ~~any right~~ to the ~~proceeds held~~seller inor ~~the~~if ~~trust~~such ~~account~~purchases ~~with~~are ~~respect~~prohibited toby ~~the~~Regulation M ~~warrants.~~under ~~Accordingly,~~the toExchange ~~liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss~~Act.

~~Nasdaq may~~In ~~delist~~the event that our ~~securities~~initial stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from ~~trading~~public onstockholders ~~its~~who ~~exchange~~have already elected to exercise their redemption rights, ~~which~~such ~~could~~selling ~~limit~~stockholders ~~investors’~~would ~~ability~~be required to ~~make~~revoke ~~transactions~~their inprior ~~our securities~~elections ~~and~~to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject usto the tender offer rules under the Exchange Act or a going-private transaction subject to ~~additional~~the ~~trading~~going-private ~~restrictions~~rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

~~Our SAILSM securities,~~The ~~Class~~purpose Aof ~~common~~any ~~stock,~~such ~~and~~purchases ~~warrants~~of ~~are~~shares ~~currently~~could ~~listed~~be onto ~~the~~(i) vote ~~Nasdaq.~~such ~~Although~~shares ~~after~~in ~~giving effect~~favor toof ~~our~~the initial ~~public~~business ~~offering~~combination weand ~~expect~~thereby toincrease ~~continue~~the tolikelihood ~~meet,~~of onobtaining astockholder ~~pro forma~~approval ~~basis,~~of the ~~minimum~~ initial ~~listing~~business ~~standards set~~combination ~~forth~~or (ii) to satisfy a closing condition in ~~the~~an ~~Nasdaq~~agreement ~~listing~~with ~~standards,~~a ~~our~~candidate ~~securities~~for ~~may~~our ~~not~~initial ~~be,~~business orcombination ~~may~~that ~~not~~requires ~~continue~~us to ~~be,~~have ~~listed~~a onminimum ~~the~~net ~~Nasdaq~~worth inor ~~the~~a ~~future or~~certain ~~prior~~amount toof cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. InThe ~~order~~purpose toof ~~continue~~any ~~listing~~such ~~our~~purchases ~~securities~~of onpublic ~~the~~warrants ~~Nasdaq~~could ~~prior~~be to ~~our~~reduce ~~initial~~the ~~business combination,~~number weof ~~must~~public ~~maintain~~warrants ~~certain~~outstanding ~~financial,~~or ~~distribution~~to ~~and~~vote ~~share~~such ~~price~~warrants ~~levels.~~on ~~Generally,~~any wematters ~~must~~submitted ~~maintain~~to athe ~~minimum~~warrantholders ~~amount~~ for approval in ~~stockholders’~~connection ~~equity~~with ~~(generally~~our ~~$2,500,000)~~initial ~~and~~business acombination. ~~minimum~~Any ~~number~~such purchases of ~~holders~~our securities may result in the completion of our ~~securities~~initial ~~(generally~~business ~~300~~combination ~~public~~that ~~holders)~~may not otherwise have been possible.

~~Additionally, our~~In ~~SAILSM securities will not be traded after completion of our initial business combination and~~addition, inif ~~connection with~~such ~~our~~purchases ~~initial~~are ~~business combination~~made, ~~we will be required to demonstrate compliance with~~ the ~~Nasdaq’s~~public ~~initial~~“float” ~~listing~~of ~~requirements, which~~our ~~are~~shares ~~more~~of ~~rigorous~~Class A ~~than~~common ~~the~~stock ~~Nasdaq’s~~or ~~continued~~public ~~listing~~warrants ~~requirements,~~may inbe ~~order~~reduced toand ~~continue to maintain~~ the ~~listing~~number of ~~our~~ ~~securities~~beneficial onholders ~~the~~of ~~Nasdaq. For instance,~~ our ~~share~~securities ~~price~~may ~~would generally~~ be ~~required~~reduced, towhich bemay atmake ~~least~~it ~~$4.00~~difficult ~~per share and our stockholders’ equity would generally be required~~ to bemaintain ator ~~least~~obtain ~~$5.0 million~~the ~~and~~quotation, welisting ~~would~~or betrading ~~required to have a minimum~~ of ~~300~~our ~~round lot holders (with at least 50% of such round lot holders holding~~ securities ~~with~~on a ~~market~~national ~~value~~securities ~~of at least $2,500)~~exchange. ~~We may not able to meet those initial listing requirements at that time.~~

30Our initial stockholders, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our initial stockholders, officers, directors or their affiliates may pursue privately negotiated transactions by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of shares of Class A common stock) following our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that our initial stockholders, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the stockholder meeting related to our initial business combination. Our initial stockholders, executive officers, directors, advisors or their affiliates will select which stockholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and are restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

~~If the~~Our ~~Nasdaq~~initial ~~delists~~stockholders, ~~our~~officers, ~~securities~~directors ~~from~~and/or ~~trading~~their onaffiliates ~~its~~are ~~exchange~~restricted ~~and~~from wemaking ~~are~~purchases ~~not~~of ~~able~~shares toif ~~list~~the ~~our~~purchases ~~securities~~would onviolate ~~another~~Section 9(a)(2) or ~~national securities~~Rule 10b-5 ~~exchange,~~of wethe Exchange Act. We expect ~~our~~any ~~securities~~such ~~could~~purchases would be ~~quoted~~reported onby ansuch ~~over-the-counter~~person ~~market.~~pursuant Ifto ~~this~~Section 13 ~~were~~and Section 16 of the Exchange Act to ~~occur,~~the weextent ~~could~~such ~~face significant~~purchasers ~~material~~are ~~adverse~~subject ~~consequences,~~to ~~including:~~such reporting requirements.

•Redemption aRights ~~limited~~for ~~availability~~Public ofStockholders ~~market~~upon ~~quotations~~Completion ~~for~~of ~~our~~Our ~~securities;~~Initial Business Combination

•We ~~reduced~~will ~~liquidity~~provide ~~for~~our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our ~~securities;~~initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust

• a determination that our Class A common stock are 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;13

•Table ~~a limited amount~~ of ~~news and analyst coverage; and~~Contents

•account is initially anticipated to be $10.00 per public share. Our initial stockholders, officers and directors have entered into a ~~decreased~~letter ~~ability~~agreement with us, pursuant to ~~issue~~which ~~additional~~they ~~securities~~have oragreed ~~obtain~~to ~~additional~~waive ~~financing~~their redemption rights with respect to any alignment shares and public shares they may hold in connection with the ~~future~~completion of our initial business combination.

Limitations on Redemptions

~~The National~~Our ~~Securities~~amended ~~Markets~~and ~~Improvement~~restated ~~Act~~certificate of ~~1996,~~incorporation ~~which~~provides isthat ain ~~federal~~no ~~statute,~~event ~~prevents~~will orwe ~~preempts~~redeem ~~the~~our ~~states~~public ~~from~~shares ~~regulating the~~in ~~sale~~an ofamount ~~certain~~that ~~securities,~~would ~~which~~cause ~~are referred to as “covered securities.” Because~~ our ~~SAILSM securities and~~net ~~Class A~~tangible ~~common~~assets ~~stock~~to ~~and~~be ~~warrants~~less ~~are~~than ~~listed~~$5,000,001. onIn ~~the Nasdaq~~addition, our ~~SAILSM securities,~~proposed ~~Class A~~initial ~~common stock~~business ~~and~~combination ~~warrants~~may ~~will~~impose ~~qualify~~a asminimum ~~covered~~cash ~~securities~~requirement ~~under~~for: ~~the~~(i) cash ~~statute.~~consideration ~~Although~~to ~~the~~be ~~states~~paid ~~are~~to ~~preempted from regulating~~ the ~~sale~~ oftarget ~~our~~candidate ~~securities,~~or ~~the~~its ~~federal~~owners; ~~statute~~(ii) cash ~~does~~for ~~allow~~working ~~the~~capital ~~states~~or toother ~~investigate~~general ~~companies~~corporate ifpurposes; ~~there~~or is(iii) the aretention ~~suspicion~~ of ~~fraud,~~cash ~~and, if~~to ~~there~~satisfy isother aconditions. ~~finding~~In ~~of fraudulent activity, then~~ the ~~states~~event ~~can regulate or bar~~ the ~~sale~~aggregate ofcash ~~covered~~consideration ~~securities~~we inwould abe ~~particular case.~~required ~~While~~to wepay ~~are~~for ~~not~~all ~~aware~~shares of aClass A ~~state~~common ~~having~~stock ~~used~~that ~~these~~are ~~powers~~validly tosubmitted ~~prohibit~~for orredemption plus any ~~restrict~~amount ~~the~~required ~~sale~~to ofsatisfy ~~securities~~cash ~~issued~~conditions bypursuant ~~blank check~~to ~~companies, other than~~ the ~~State~~terms of ~~Idaho,~~the ~~certain~~proposed ~~state~~initial ~~securities~~business ~~regulators~~combination ~~view~~exceed ~~blank~~the ~~check~~aggregate ~~companies~~amount ~~unfavorably~~of ~~and might~~cash ~~use~~available ~~these~~to ~~powers~~us, orwe ~~threaten~~will tonot ~~use~~complete ~~these powers, to hinder~~ the ~~sale~~initial ofbusiness ~~securities~~combination ofor ~~blank~~redeem ~~check~~any ~~companies~~shares in ~~their~~connection ~~states. Further,~~with ifsuch weinitial ~~were~~business ~~no longer listed on the Nasdaq~~combination, ~~our~~and ~~securities~~all ~~would~~shares ~~not~~of ~~qualify~~Class A ascommon ~~covered~~stock ~~securities~~submitted ~~under~~for ~~the~~redemption ~~statute, and~~will ~~we would~~ be ~~subject~~returned to ~~regulation~~the inholders ~~each state in which we offer our securities~~thereof.

~~You will~~Manner ~~not be entitled to protections normally afforded to investors~~ of ~~many~~Conducting ~~other blank check companies.~~Redemptions

~~Since~~ We will provide our public stockholders with the ~~net~~opportunity ~~proceeds~~to ofredeem ~~our~~all ~~initial~~or a portion of their public ~~offering~~shares ~~and~~upon the ~~sale~~completion of ~~the~~our ~~private~~initial ~~placement~~business ~~warrants~~combination ~~are~~either ~~intended~~(i) in toconnection bewith ~~used~~a stockholder meeting called to ~~complete an~~approve ~~initial~~the business combination ~~with~~or (ii) by means of a ~~target~~tender ~~business~~offer. ~~that~~The ~~has~~decision ~~not~~as ~~been~~to ~~selected,~~whether we ~~may~~will beseek ~~deemed~~stockholder toapproval beof a ~~“blank~~proposed ~~check” company~~business ~~under~~combination ~~the~~or ~~United~~conduct ~~States~~a ~~securities~~tender ~~laws.~~offer ~~However~~will be made by us, ~~because~~solely wein ~~have~~our ~~net~~discretion, ~~tangible~~and ~~assets~~will inbe ~~excess~~based on a variety of ~~$5,000,000~~factors ~~upon~~such as the ~~completion~~ timing of ~~our~~the ~~initial~~transaction ~~public offering~~ and whether the ~~sale~~terms of the ~~private~~transaction ~~placement~~would ~~warrants~~require ~~and~~us ~~have~~to ~~filed~~seek astockholder ~~Current~~approval ~~Report~~under onapplicable ~~Form 8-K,~~law ~~including~~or anstock ~~audited~~exchange ~~balance~~listing ~~sheet~~requirement ~~demonstrating~~or ~~this~~whether ~~fact,~~ we ~~are~~were ~~exempt~~deemed ~~from~~to ~~rules~~be ~~promulgated~~a byforeign ~~the~~private ~~SEC~~issuer to(which ~~protect~~would ~~investors in~~require ~~blank~~a ~~check~~tender ~~companies,~~offer ~~such~~rather asthan ~~Rule 419.~~seeking ~~Accordingly,~~stockholder ~~investors~~approval ~~will~~under ~~not~~SEC berules). ~~afforded~~Asset ~~the~~acquisitions ~~benefits~~and orshare ~~protections~~purchases ofwould ~~those rules.~~not ~~Among~~typically ~~other~~require ~~things,~~stockholder ~~this~~approval ~~means~~while direct mergers with our ~~SAILSM securities~~company ~~were~~where ~~immediately~~we ~~tradable~~do not survive and any transactions where we ~~have~~issue amore ~~longer~~than ~~period~~ 5% of ~~time~~our shares of outstanding common stock or seek to ~~complete~~amend our ~~initial~~amended ~~business~~and ~~combination~~restated ~~than~~certificate doof ~~companies~~incorporation ~~subject~~would torequire ~~Rule 419~~stockholder approval. ~~Moreover,~~We ifcurrently ~~our~~intend ~~initial~~to ~~public offering~~conduct ~~were~~redemptions ~~subject~~in toconnection ~~Rule 419,~~with ~~that~~a ~~rule~~stockholder ~~would~~vote ~~have~~unless ~~prohibited~~stockholder ~~the~~approval ~~release~~is ofnot ~~any~~required ~~interest~~by ~~earned~~applicable onlaw ~~funds~~or ~~held~~stock inexchange ~~the trust~~listing ~~account~~requirement and we choose to usconduct ~~unless~~redemptions ~~and~~pursuant ~~until~~to the ~~funds~~tender inoffer rules of the ~~trust~~SEC ~~account~~for ~~were~~business ~~released~~or toother uslegal inreasons. ~~connection~~So ~~with~~long as we obtain and maintain a listing for our ~~completion~~securities ofon ~~an initial~~the ~~business~~Nasdaq, ~~combination~~we will be required to comply with the Nasdaq rules.

If we ~~seek~~held a stockholder ~~approval~~vote ofto approve our initial business combination, ~~and~~ we dowill, ~~not conduct redemptions~~ pursuant to ~~the~~our ~~tender~~amended ~~offer rules,~~ and ifrestated ~~you~~certificate ~~or a “group”~~ of ~~stockholders are deemed to hold in excess of 15% of our shares of Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our shares of Class A common stock.~~incorporation:

~~If we~~● ~~seek stockholder approval of our initial business combination and we do not~~ conduct the redemptions in ~~connection~~conjunction with ~~our~~a ~~initial business~~proxy ~~combination~~solicitation pursuant to ~~the~~Regulation ~~tender~~14A ~~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 our initial public offering without our prior consent,~~ which weregulates ~~refer to as~~ the ~~“Excess~~solicitation ~~Shares.”~~of ~~However~~proxies, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial 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~~pursuant ~~distributions with respect~~ to the ~~Excess~~tender ~~Shares~~offer ifrules; ~~we complete our initial business combination. And 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 shares in open market transactions, potentially at a loss.~~

31● file proxy materials with the SEC.

~~Because of~~In ~~our limited resources and~~ the ~~significant~~event ~~competition~~that ~~for~~we ~~business~~seek ~~combination~~stockholder ~~opportunities,~~approval itof ~~may be more difficult for us to complete~~ our initial business combination., If we ~~have~~will ~~not~~distribute ~~consummated~~proxy ~~our~~materials ~~initial~~and, ~~business~~in ~~combination~~connection ~~within the required time period~~therewith, provide our public stockholders ~~may~~with ~~receive~~the ~~only~~redemption ~~approximately~~rights ~~$10.00~~described ~~per~~above ~~public~~upon ~~share,~~completion orof ~~less in certain circumstances, on~~ the ~~liquidation~~initial ofbusiness ~~our trust account and our warrants will expire worthless~~combination.

~~We expect~~If towe ~~encounter~~seek ~~competition~~stockholder ~~from~~approval, ~~other~~we ~~entities~~will ~~having~~complete aour initial business ~~objective~~combination ~~similar~~only toif ~~ours,~~a ~~including~~majority ~~private~~of ~~investors~~the ~~(which may~~common bestock, ~~individuals~~represented orin ~~investment~~person ~~partnerships),~~or ~~other~~by ~~blank~~proxy ~~check companies~~ and ~~other~~entitled ~~entities,~~to ~~domestic~~vote ~~and international~~thereon, ~~competing for~~voted ~~the~~at ~~types~~a ofstockholder ~~businesses~~meeting weare ~~intend~~voted toin ~~acquire.~~favor ~~Many~~ of ~~these~~the ~~individuals~~business ~~and~~combination. ~~entities~~In ~~are~~such ~~well-established~~case, ~~and~~our ~~have~~initial ~~extensive experience~~stockholders inand ~~identifying~~each ~~and~~member ~~effecting,~~of ~~directly~~our ormanagement ~~indirectly,~~team ~~acquisitions~~have ofagreed ~~companies~~to ~~operating~~vote intheir oralignment ~~providing~~shares ~~services to~~and ~~various~~public ~~industries.~~shares ~~Many~~in favor of ~~these~~our ~~competitors~~initial ~~possess~~business ~~similar~~combination. orAs ~~greater~~a ~~technical~~result, ~~human~~in ~~and~~addition ~~other resources~~ to ~~ours~~our orinitial ~~more local~~purchaser’s ~~industry~~alignment ~~knowledge~~shares, ~~than~~ we dowould ~~and~~need ~~our~~19,687,500, ~~financial~~or ~~resources~~37.5%, ~~will~~of bethe ~~relatively~~52,500,000 ~~limited~~public ~~when~~shares ~~contrasted~~sold ~~with~~in ~~those~~our ofinitial ~~many of~~public ~~these~~offering ~~competitors.~~to ~~While~~be wevoted ~~believe~~in ~~there~~favor ~~are~~of ~~numerous~~an ~~candidates for our~~ initial business combination wein ~~could~~order ~~potentially acquire~~to ~~with~~have ~~the net proceeds of~~ our initial ~~public~~business ~~offering~~combination ~~and~~approved ~~the~~(assuming ~~sale~~all ofoutstanding ~~the~~shares ~~private~~are ~~placement warrants~~voted), ~~our~~of ~~ability to compete with respect to~~ the ~~acquisition~~52,500,000 ofpublic ~~certain~~shares ~~candidates~~sold ~~for~~in our initial ~~business~~public ~~combination~~offering ~~that~~to ~~are sizable will~~ be ~~limited~~voted ~~by our~~in ~~available~~favor ~~financial~~of ~~resources.~~an ~~This~~initial ~~inherent~~business ~~competitive~~combination ~~limitation gives others an advantage~~ in ~~pursuing~~order ~~the~~to ~~acquisition of~~have ~~certain candidates for~~ our initial business combination approved. ~~Furthermore,~~Each wepublic ~~are~~stockholder ~~obligated~~may elect to ~~offer~~redeem ~~holders~~their ~~of our~~ public shares ~~the~~ ~~right~~irrespective toof ~~redeem~~whether ~~their~~they ~~shares~~vote for ~~cash~~or atagainst the ~~time~~proposed oftransaction ~~our~~or ~~initial business combination in conjunction with a stockholder~~ vote or ~~via~~at ~~a tender offer~~all. ~~Candidates~~In ~~for~~addition, our initial ~~business~~stockholders ~~combination~~and ~~will~~each bemember ~~aware~~of ~~that this may reduce the resources available to us for~~ our ~~initial~~management ~~business~~team ~~combination.~~have ~~Any~~entered ofinto ~~these~~an ~~obligations~~agreement ~~may~~with ~~place~~ us, atpursuant ato ~~competitive~~which ~~disadvantage~~they inhave ~~successfully negotiating~~agreed anto ~~initial~~waive ~~business~~their ~~combination.~~redemption Ifrights wewith dorespect ~~not~~to ~~complete~~any ~~our~~alignment ~~initial~~shares ~~business~~and ~~combination, our~~ public ~~stockholders~~shares ~~may receive~~held ~~only~~by ~~their~~them ~~pro rata~~in ~~portion~~connection ofwith (i) the ~~funds~~completion inof ~~the~~a ~~trust~~business ~~account~~combination ~~that~~and ~~are~~(ii) a ~~available~~stockholder ~~for~~vote ~~distribution~~ to ~~public~~approve ~~stockholders, and~~an ~~our warrants will expire worthless.~~

If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.14

~~As of~~Table ~~December 31, 2020, we had approximately $4,600,000 in cash held outside the trust account to fund our working capital requirements. We believe that, upon the closing~~ of our initial public offering, the funds available to us outside of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for 24 months from the closing of our initial public offering or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class); however, we cannot assure you that our estimate is accurate, and our sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.Contents

32amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of our shares of Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) or (B) with respect to any other provision relating to the rights of holders of our shares of Class A common stock.

If we ~~are required to seek additional capital,~~ we ~~would~~conduct ~~need~~redemptions topursuant ~~borrow funds from our sponsor, its affiliates, members of our management team or other third parties~~ to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor their affiliates is under any obligation to us in such circumstances. Any such advances may be repaid only from funds held outside the ~~trust~~tender ~~account~~offer ~~or from funds released to us upon completion~~ rules of ~~our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of~~ the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combinationSEC, we ~~do not expect to seek loans from parties other than our sponsor, its affiliates or members of our management team as~~ we ~~do not believe third parties~~ will, bepursuant ~~willing~~ to ~~loan such funds and provide a waiver against any and all rights to seek access to funds in~~ our ~~trust~~amended ~~account. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations~~ and ~~liquidate~~restated ~~the~~certificate ~~trust account. Consequently, our public stockholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption~~ of ~~our public shares, and our warrants will expire worthless.~~incorporation:

~~Subsequent to~~● ~~completion~~conduct ofthe ~~our~~redemptions ~~initial~~pursuant ~~business combination, we may be required~~ to ~~take~~Rule ~~write~~13e-~~downs~~4 ~~or write-offs, restructuring~~ and ~~impairment or~~Regulation ~~other~~14E ~~charges that could have a significant negative effect on our financial condition, results~~ of ~~operations and~~ the ~~price of~~Exchange ~~our securities~~Act, which ~~could~~regulate ~~cause~~issuer ~~you~~tender tooffers; ~~lose some or all of your investment.~~and

~~Even if~~● wefile ~~conduct~~tender ~~extensive~~offer ~~due~~documents ~~diligence on a target business~~ with ~~which~~the weSEC ~~combine,~~prior weto ~~cannot~~completing ~~assure~~our ~~you~~initial ~~that this diligence will identify all material issues with a particular target~~ business, ~~that~~combination itwhich ~~would~~contain besubstantially ~~possible to uncover all material issues through a customary amount of due diligence, or that factors outside of~~ the ~~target~~same ~~business~~financial 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~~information ~~that~~about ~~could~~the ~~result~~initial inbusiness ~~our~~combination ~~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~~redemption ~~that we~~rights 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 ais ~~result~~required ofunder ~~assuming~~Regulation ~~pre-existing debt~~14A ~~held by a target business or by virtue~~ of ~~our~~the ~~obtaining~~Exchange ~~post-combination debt financing. Accordingly~~Act, ~~any~~which ~~holders~~regulates ~~who choose to retain their securities following~~ the ~~business~~solicitation ~~combination could suffer a reduction in the value~~ of ~~their securities~~proxies. ~~Such holders are unlikely to have a remedy for such reduction in value.~~

~~If third~~Upon ~~parties~~the ~~bring~~public ~~claims~~announcement ~~against~~of usour initial business combination, ~~the~~if ~~proceeds~~we ~~held~~elect into ~~the~~conduct ~~trust~~redemptions ~~account~~pursuant ~~could~~to bethe ~~reduced~~tender offer rules, we and ~~the~~our ~~per~~initial stockholders will terminate any plan established in accordance with Rule 10b5-~~share~~1 ~~redemption~~to ~~amount received~~purchase byshares ~~stockholders~~of ~~may~~Class A becommon ~~less~~stock ~~than~~in ~~$10.00~~the ~~per~~open ~~public~~market, ~~share~~in order to comply with Rule 14e-5 under the Exchange Act.

~~Our placing~~In ~~of funds in~~ the ~~trust~~event ~~account may not protect those funds from third-party claims against us. Although~~ we ~~will~~conduct ~~seek~~redemptions pursuant to ~~have~~ ~~all~~the ~~vendors,~~tender ~~service~~offer ~~providers~~rules, ~~prospective~~our ~~target~~offer ~~businesses~~to ~~and~~redeem ~~other~~will ~~entities~~remain ~~with~~open ~~which~~for weat doleast ~~business~~20 ~~execute agreements with us waiving any right~~business days, ~~title, interest or claim of any kind~~ in oraccordance towith ~~any~~Rule 14e-1(a) under ~~monies held in~~ the ~~trust~~Exchange ~~account for the benefit of our public stockholders~~Act, ~~such~~and ~~parties~~we ~~may~~will not ~~execute~~be ~~such~~permitted ~~agreements,~~to orcomplete ~~even~~our ifinitial ~~they~~business ~~execute~~combination ~~such~~until ~~agreements,~~the ~~they~~expiration ~~may~~of ~~not be prevented from bringing claims against~~ the ~~trust~~tender ~~account,~~offer ~~including,~~period. ~~but~~In ~~not limited to~~addition, ~~fraudulent~~the ~~inducement,~~tender ~~breach~~offer ofwill ~~fiduciary responsibility~~be orconditioned ~~other~~on ~~similar~~public ~~claims,~~stockholders asnot ~~well~~tendering asmore ~~claims~~than ~~challenging~~ the ~~enforceability~~number of ~~the~~public ~~waiver,~~shares inwe ~~each~~are ~~case~~permitted ~~in order~~ to ~~gain advantage with respect to a claim against our assets, including the funds held in the trust account~~redeem. If ~~any~~public ~~third-party refuses~~stockholders totender ~~execute~~more anshares ~~agreement~~than ~~waiving~~we ~~such~~have ~~claims~~offered to ~~the monies held in the trust account~~purchase, ~~our~~we ~~management~~ will ~~perform~~withdraw ~~an analysis of~~ the ~~alternatives~~tender ~~available~~offer ~~to it~~ and ~~will only enter into an agreement with a third-party that has~~ not ~~executed~~complete ~~a waiver if management believes that~~ such ~~third-party’s~~initial ~~engagement~~business ~~would be significantly more beneficial to us than any alternative~~combination.

~~Examples of~~Limitation ~~possible~~on ~~instances~~Redemption 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 have not consummated an initial business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), or upon ~~the~~Completion ~~exercise~~ of aOur ~~redemption right~~Initial inBusiness ~~connection~~Combination ~~with~~If ~~our~~We ~~initial~~Seek ~~business~~Shareholder 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 ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) 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 amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations; provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims.Approval

33If 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 redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our initial stockholders or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we ~~have~~would not ~~asked~~be ~~our~~restricting ~~sponsor to reserve for such indemnification obligations, nor have we independently verified whether~~ our ~~sponsor~~ ~~has~~stockholders’ ~~sufficient~~ability ~~funds~~ to ~~satisfy~~vote ~~its~~all ~~indemnity obligations and we believe that our sponsor’s only assets are securities~~ of ~~our~~their ~~company.~~shares ~~Therefore,~~(including weExcess ~~cannot~~Shares) ~~assure~~for ~~you~~or ~~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~~.00 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 or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

~~Our directors~~Tendering ~~may~~Share ~~decide~~Certificates ~~not~~in toConnection ~~enforce~~with ~~the indemnification obligations of our sponsor, resulting in~~ a ~~reduction~~Tender inOffer ~~the~~or ~~amount~~Redemption ~~of funds in the trust account available for distribution to our public stockholders.~~Rights

~~In the~~Public ~~event~~stockholders ~~that~~seeking ~~the~~to ~~proceeds~~exercise intheir ~~the~~redemption ~~trust~~rights, ~~account~~whether they are ~~reduced~~record ~~below~~holders ~~the~~or ~~lesser~~hold oftheir ~~(i) $10.00~~shares ~~per public share and (ii) the actual amount per public share held~~ in ~~the~~“street ~~trust~~name,” ~~account~~will asbe ofrequired ~~the~~to ~~date~~either oftender ~~the~~their ~~liquidation~~certificates ~~of the trust account~~ (if ~~less~~any) ~~than $10.00~~to ~~per~~our ~~public~~transfer ~~share~~agent ~~due~~prior to ~~reductions in~~ the ~~value~~date ofset ~~the~~forth ~~trust assets,~~ in ~~each case net of~~ the ~~interest~~proxy ~~that~~solicitation ~~may~~or betender ~~withdrawn to~~offer ~~pay~~materials, ~~our~~as ~~tax obligations~~applicable, ~~and~~mailed ~~our sponsor asserts that it is unable~~ to ~~satisfy~~such ~~its~~holders, ~~obligations~~ or ~~that it has no indemnification obligations related~~ to adeliver ~~particular~~their ~~claim,~~shares ~~our independent directors would determine whether~~ to ~~take~~the ~~legal~~transfer ~~action~~agent ~~against~~electronically ~~our sponsor~~using toThe ~~enforce~~Depository ~~its~~Trust ~~indemnification~~Company’s ~~obligations.~~DWAC ~~While~~(Deposit/ weWithdrawal ~~currently~~At ~~expect~~Custodian) ~~that~~System ~~our~~(the ~~independent~~“DWAC ~~directors~~System”), ~~would~~at ~~take~~the ~~legal action~~holder’s ~~on our behalf against our sponsor to enforce its indemnification obligations to us~~option, ~~it is possible that our independent directors~~ in ~~exercising~~each ~~their~~case ~~business~~up ~~judgment and subject~~ to ~~their~~two ~~fiduciary~~business days ~~duties~~prior ~~may choose not~~ to dothe soinitially inscheduled ~~any~~vote ~~particular instance. If our independent directors choose not~~ to ~~enforce~~approve ~~these indemnification obligations,~~ the ~~amount~~business ofcombination. ~~funds~~The inproxy ~~the~~solicitation ~~trust account~~or ~~available~~tender ~~for~~offer ~~distribution to our public stockholders may be reduced below $10.00 per public share.~~

~~We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.~~15

~~We have~~Table ~~agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors 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 (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). 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 officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.Contents

Ifmaterials, ~~after~~ weas ~~distribute~~applicable, ~~the~~that ~~proceeds~~we inwill ~~the~~furnish ~~trust~~to ~~account~~holders toof our public ~~stockholders,~~shares wein ~~file~~connection awith ~~bankruptcy~~our ~~petition~~initial orbusiness ancombination ~~involuntary bankruptcy~~will ~~petition~~indicate isthe ~~filed~~applicable ~~against~~delivery usrequirements, ~~that~~which iswill ~~not~~include ~~dismissed,~~the requirement that a ~~bankruptcy~~beneficial ~~court~~holder ~~may~~must ~~seek~~identify itself in order to ~~recover~~validly ~~such~~redeem ~~proceeds~~its shares. Accordingly, ~~and~~a public stockholder would have from the ~~members of~~time we send out our ~~board~~tender offer materials until the close of ~~directors~~the ~~may~~tender beoffer ~~viewed~~period, asor ~~having~~up ~~breached~~to ~~their~~two ~~fiduciary~~business days ~~duties~~prior to ~~our~~the ~~creditors~~initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, ~~thereby~~as ~~exposing~~applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the ~~members of~~relatively ~~our~~short ~~board~~period ofin ~~directors~~which ~~and~~to usexercise redemption rights, it is advisable for stockholders to ~~claims~~use electronic delivery of ~~punitive~~their ~~damages~~public shares.

~~If, after~~There weis ~~distribute~~a ~~the~~nominal ~~proceeds~~cost inassociated with the ~~trust~~above-referenced ~~account~~tendering toprocess ~~our~~and ~~public~~the ~~stockholders,~~act weof ~~file~~certificating athe ~~bankruptcy~~shares ~~petition~~ or andelivering ~~involuntary bankruptcy~~them ~~petition~~through isthe ~~filed~~DWAC ~~against~~System. usThe ~~that~~transfer isagent ~~not~~will ~~dismissed,~~typically ~~any~~charge ~~distributions~~the ~~received~~tendering bybroker ~~stockholders~~a ~~could~~fee beof ~~viewed~~approximately ~~under applicable~~$80.00 ~~debtor/creditor~~ and~~/or~~ ~~bankruptcy~~it ~~laws~~would asbe ~~either~~up ato ~~“preferential~~the ~~transfer”~~broker whether or anot ~~“fraudulent~~to ~~conveyance.” As~~pass athis ~~result,~~cost aon ~~bankruptcy court could seek~~ to ~~recover~~the ~~some~~redeeming ~~or all amounts received by our stockholders~~holder. ~~In addition~~However, ~~our~~this ~~board of~~fee ~~directors~~would ~~may~~ be ~~viewed~~incurred asregardless ~~having~~of ~~breached~~whether ~~its~~or ~~fiduciary~~not ~~duty~~we torequire ~~our~~holders ~~creditors~~seeking ~~and/or~~to ~~having~~exercise ~~acted~~redemption inrights ~~bad~~to ~~faith,~~tender ~~thereby~~their ~~exposing itself~~shares. ~~and~~The usneed to ~~claims~~deliver ofshares ~~punitive~~is ~~damages,~~a byrequirement ~~paying~~of ~~public~~exercising ~~stockholders~~redemption ~~from~~rights regardless of the ~~trust~~timing ~~account~~of ~~prior~~when tosuch ~~addressing~~delivery ~~the~~must ~~claims of~~be ~~creditors~~effectuated.

34The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the business combination is approved.

IfAny request to redeem such shares, ~~before~~ ~~distributing~~once made, may be withdrawn at any time up to two business days prior to the ~~proceeds~~initially inscheduled vote on the ~~trust~~proposal ~~account~~to approve the business combination, unless otherwise agreed to ~~our~~by ~~public~~us. ~~stockholders~~Furthermore, weif ~~file~~a holder of a ~~bankruptcy~~public ~~petition~~share ordelivered its certificate in connection with an ~~involuntary bankruptcy~~election ~~petition~~of isredemption ~~filed~~rights ~~against~~and ussubsequently ~~that~~decides isprior to the applicable date not ~~dismissed,~~to ~~the~~elect ~~claims~~to ofexercise ~~creditors~~such inrights, such ~~proceeding~~holder may ~~have~~simply ~~priority~~request ~~over~~ that the ~~claims~~transfer ofagent ~~our~~return ~~stockholders~~the ~~and~~certificate ~~the~~(physically ~~per-share~~or ~~amount~~electronically). It is anticipated that ~~would~~the ~~otherwise~~funds to be ~~received~~distributed byto holders of our ~~stockholders~~public inshares ~~connection~~electing ~~with our~~to ~~liquidation~~redeem ~~may~~their shares will be ~~reduced~~distributed promptly after the completion of our initial business combination.

If~~, before~~ ~~distributing the proceeds in the trust account to~~ our ~~public~~initial ~~stockholders,~~business wecombination ~~file a bankruptcy petition or an involuntary bankruptcy petition~~ is ~~filed against us that is~~ not ~~dismissed,~~approved ~~the~~or ~~proceeds~~completed ~~held~~for inany ~~the trust account could be subject to applicable bankruptcy law~~reason, ~~and~~then ~~may be included in~~ our ~~bankruptcy~~public ~~estate~~stockholders ~~and~~who ~~subject~~elected to ~~the~~exercise ~~claims~~their ofredemption ~~third~~rights ~~parties~~would ~~with~~not ~~priority~~be ~~over~~entitled ~~the claims~~to ofredeem ~~our~~their ~~stockholders.~~shares Tofor the ~~extent~~applicable ~~any~~pro rata ~~bankruptcy~~share ~~claims~~of ~~deplete~~ the trust account,. ~~the~~In ~~per-share~~such ~~amount~~case, ~~that~~we ~~would~~will ~~otherwise be~~promptly ~~received~~return byany ~~our~~certificates ~~stockholders~~delivered inby ~~connection~~public ~~with~~holders ~~our~~who ~~liquidation~~elected ~~may~~to beredeem ~~reduced~~their shares.

If our initial proposed business combination is not completed, we ~~are~~may ~~deemed~~continue to betry anto ~~investment~~complete ~~company~~a ~~under~~business combination with a different target until 24 months from the ~~Investment~~closing ~~Company~~of ~~Act,~~our weinitial ~~may~~public beoffering ~~required~~(or tosuch ~~institute~~later ~~burdensome~~date ~~compliance requirements~~as ~~and~~approved ~~our~~by ~~activities~~holders ~~may~~of bea ~~restricted,~~majority ~~which~~of ~~may~~shares ~~make~~of itour ~~difficult~~outstanding ~~for~~common usstock that are voted at a meeting to ~~complete~~extend ~~our~~such ~~initial~~date, ~~business~~voting ~~combination~~together as a single class).

~~If we~~Redemption ~~are~~of ~~deemed~~Public toShares beand anLiquidation ~~investment~~If ~~company~~No ~~under~~Initial ~~the~~Business ~~Investment Company Act, our activities may be restricted, including:~~Combination

•Our ~~restrictions~~amended onand restated certificate of incorporation provides that we will have only 24 months from the ~~nature~~closing of our ~~investments~~initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) to consummate an initial business combination. If we have not consummated an initial business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), 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 taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our

~~• restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.~~16

~~In addition,~~Table weof ~~may have imposed upon us burdensome requirements, including:~~Contents

•remaining ~~registration~~stockholders asand our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an ~~investment~~initial ~~company~~business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class). Our amended and restated certificate of incorporation provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the ~~SEC;~~liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter.

•Our ~~adoption~~initial stockholders and each member of aour ~~specific~~management ~~form~~team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any alignment shares they hold if we fail to consummate an initial business combination within 24 months from the closing of ~~corporate~~our ~~structure;~~initial ~~and~~public offering, or such later date as described in the preceding paragraph (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

•Our ~~reporting~~initial stockholders, ~~record~~executive ~~keeping~~officers and directors have agreed, ~~voting~~pursuant to a written agreement with us, ~~proxy~~that ~~and~~they ~~disclosure~~will ~~requirements~~not ~~and~~propose ~~other~~any ~~rules~~amendment to our amended and ~~regulations~~restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of our shares of Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are ~~currently~~voted at a meeting to extend such date, voting together as a single class) or (B) with respect to any other provision relating to the rights of holders of our shares of Class A common stock, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our initial stockholders, any executive officer or director, or any other person.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $4,600,000 of proceeds held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

~~In order~~If ~~not~~we were to beexpend ~~regulated~~all asof anthe ~~investment~~net ~~company~~proceeds ~~under~~of ~~the~~our ~~Investment~~initial ~~Company~~public ~~Act,~~offering ~~unless~~and wethe ~~can~~sale ~~qualify~~of ~~for~~the anprivate ~~exclusion~~placement warrants, ~~we must~~other ~~ensure~~than ~~that~~the weproceeds ~~are~~deposited ~~engaged primarily~~ in athe ~~business~~trust ~~other than investing~~account, ~~reinvesting~~and orwithout ~~trading~~taking ofinto ~~securities~~account ~~and~~interest, ~~that~~if ~~our activities~~any, doearned ~~not~~on ~~include~~the ~~investing,~~trust ~~reinvesting~~account, ~~owning,~~the ~~holding~~per-share orredemption ~~trading~~amount ~~“investment~~received ~~securities”~~by ~~constituting more~~stockholders ~~than~~upon ~~40% of~~ our ~~assets~~dissolution ~~(exclusive~~would ofbe U$10.S00. ~~government~~The ~~securities~~proceeds ~~and~~deposited ~~cash~~in ~~items)~~the ontrust anaccount ~~unconsolidated~~could, ~~basis.~~however, ~~Our~~become ~~business will~~subject be to ~~identify~~the ~~and~~claims ~~complete~~of aour ~~business~~creditors ~~combination~~which ~~and~~would ~~thereafter~~have tohigher ~~operate~~priority than the ~~post-transaction~~claims ~~business~~of orour ~~assets~~public ~~for~~ stockholders. We cannot assure you that the ~~long~~actual ~~term.~~per-share Weredemption doamount ~~not~~received ~~plan~~by tostockholders ~~buy~~will ~~businesses~~not orbe ~~assets~~less ~~with~~than a$10.00. ~~view~~While we intend to ~~resale~~pay orsuch ~~profit~~amounts, ~~from~~if ~~their~~any, ~~resale.~~we Wecannot doassure ~~not~~you ~~plan~~that ~~to buy~~we ~~unrelated~~will ~~businesses~~have orfunds ~~assets~~sufficient to pay or toprovide befor aall ~~passive~~creditors’ ~~investor~~claims.

~~We do~~Although ~~not~~we ~~believe that our principal activities~~ will ~~subject~~seek us to ~~the~~have ~~Investment~~all ~~Company Act. To this end~~vendors, ~~the~~service ~~proceeds~~providers ~~held~~(except ~~in the~~our ~~trust~~independent ~~account~~registered ~~may~~public ~~only~~accounting ~~be invested in United States “government securities” within the meaning of Section 2(a~~firm)~~(16) of~~, ~~the~~prospective ~~Investment~~target ~~Company~~businesses ~~Act~~and ~~having~~other aentities ~~maturity~~with ~~of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act~~ which ~~invest~~we ~~only~~do inbusiness ~~direct~~execute ~~U.S.~~agreements ~~government~~with ~~treasury~~us ~~obligations. Pursuant~~waiving toany ~~the~~right, ~~trust agreement~~title, ~~the~~interest ~~trustee is not permitted to invest in other securities~~ or ~~assets.~~claim ~~By restricting the investment~~ of ~~the~~any ~~proceeds~~kind ~~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~~any ~~being deemed~~monies anheld ~~“investment~~in ~~company” within~~ the ~~meaning of the Investment Company Act. An investment 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~~benefit ~~to occur~~ of ~~either: (i) the completion of~~ our ~~initial business combination; (ii) the redemption of any~~ public ~~shares~~stockholders, ~~properly~~there ~~tendered~~is inno ~~connection~~guarantee ~~with~~that athey ~~stockholder~~will ~~vote~~execute ~~to amend~~such ~~our~~agreements ~~amended~~or ~~and~~even ~~restated~~if ~~certificate~~they ofexecute ~~incorporation~~such ~~(A) to~~agreements ~~modify~~that ~~the~~they ~~substance~~would orbe ~~timing~~prevented offrom ~~our~~bringing ~~obligation~~claims toagainst ~~provide holders of our shares of Class A common stock~~ the ~~right~~trust toaccount ~~have~~including, ~~their~~but ~~shares~~not ~~redeemed~~limited, ~~in connection with our initial business combination or~~ to ~~redeem~~fraudulent ~~100%~~inducement, ofbreach ~~our public shares if we do not complete our initial business combination within 24 months from the closing~~ of ~~our~~fiduciary ~~initial~~responsibility ~~public offering (~~or ~~such~~other ~~later~~similar ~~date~~claims, as ~~approved~~well byas ~~holders~~claims ofchallenging athe ~~majority~~enforceability of ~~shares~~the ofwaiver, ~~our~~in ~~outstanding common~~each ~~stock~~case ~~that~~in ~~are~~order ~~voted at a meeting~~ to ~~extend~~gain ~~such~~an ~~date,~~advantage ~~voting together as a single class) or (B)~~ with respect to ~~any other~~a ~~provision~~claim ~~relating~~against ~~to the rights of holders of~~ our ~~shares~~assets, ofincluding ~~Class A~~the ~~common~~funds ~~stock;~~held orin ~~(iii) absent~~the ~~our~~trust ~~completing an~~account. ~~initial~~If ~~business~~any ~~combination~~third-party ~~within~~refuses ~~24 months~~to ~~from~~execute ~~the~~an ~~closing~~agreement ofwaiving ~~our initial public offering (or~~ such ~~later~~claims ~~date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting~~ to ~~extend such date, voting together as a single class), our return of~~ the ~~funds~~monies held in the trust account, to our ~~public~~management ~~stockholders~~will asperform ~~part~~an ofanalysis ~~our redemption~~ of the ~~public~~alternatives ~~shares.~~available Ifto weit doand ~~not~~will ~~invest~~only ~~the~~enter ~~proceeds~~into asan ~~discussed~~agreement ~~above,~~with wea ~~may~~third-party bethat ~~deemed~~has tonot beexecuted ~~subject~~a towaiver ~~the~~if ~~Investment~~management ~~Company Act.~~believes Ifthat wesuch ~~were~~third-party’s ~~deemed~~engagement towould be ~~subject~~significantly tomore ~~the~~beneficial ~~Investment~~to ~~Company~~us ~~Act,~~than ~~compliance~~any ~~with~~alternative. ~~these~~Examples ~~additional~~of ~~regulatory~~possible ~~burdens~~instances ~~would require~~where ~~additional expenses for which~~ we ~~have~~may ~~not~~engage ~~allotted~~a ~~funds~~third-party ~~and~~that ~~may~~refuses ~~hinder our ability~~ to ~~complete~~execute a ~~business~~waiver ~~combination. If~~include ~~we have not consummated our initial business combination within~~ the ~~required~~engagement ~~time~~of ~~period,~~a ~~our~~third-party ~~public~~consultant ~~stockholders~~whose ~~may~~particular ~~receive only~~expertise ~~approximately $10.00 per public share,~~ or ~~less~~skills inare ~~certain~~believed ~~circumstances,~~by onmanagement ~~the~~to ~~liquidation~~be ofsignificantly ~~our trust account and our warrants will expire worthless.~~

3517

~~Changes in~~Table 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, and results of ~~operations.~~Contents

~~We are~~superior ~~subject~~to those of other consultants that would agree to ~~laws~~execute ~~and~~a ~~regulations~~waiver ~~enacted~~or byin ~~national,~~cases ~~regional~~where ~~and~~management ~~local~~is ~~governments~~unable to find a service provider willing to execute a waiver. The underwriters of our initial public offering will not execute an agreement with us waiving such claims to the monies held in the trust account. In ~~particular~~addition, wethere ~~are~~is ~~required~~no guarantee that such entities will agree to ~~comply with~~waive ~~certain~~any ~~SEC~~claims ~~and~~they ~~other~~may ~~legal~~have ~~requirements.~~in ~~Compliance~~the ~~with~~future as a result of, ~~and~~or ~~monitoring~~arising out of, ~~applicable~~any ~~laws~~negotiations, contracts or agreements with us and ~~regulations~~will ~~may~~not beseek ~~difficult, time~~recourse ~~consuming~~against ~~and~~the ~~costly~~trust account for any reason. ~~Those~~In ~~laws~~order ~~and~~to ~~regulations~~protect ~~and~~the ~~their~~amounts ~~interpretation~~held ~~and~~in ~~application~~the ~~may~~trust ~~also~~account, ~~change~~our ~~from~~sponsor ~~time~~has agreed that it will be liable to ~~time~~ us if and ~~those~~to ~~changes~~the ~~could~~extent ~~have~~any claims by a ~~material~~third-party ~~adverse~~for ~~effect~~services onrendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, ~~investments~~reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and ~~results~~(ii) the actual amount per public share held in the trust account as of ~~operations~~the date of the liquidation of the trust account if less than $10.00 Inper ~~addition~~public share due to reductions in the value of the trust assets, ~~a failure~~in each case net of the interest that may be withdrawn to ~~comply~~pay ~~with~~our ~~applicable~~tax ~~laws~~obligations; provided that such liability will not apply to any claims by a third-party or ~~regulations,~~prospective astarget ~~interpreted~~business that executed a waiver of any and ~~applied~~all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, ~~could~~including ~~have~~liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a ~~material~~third-party, ~~adverse~~our ~~effect~~sponsor onwill not be responsible to the extent of any liability for such third-party claims. However, we have not asked our ~~business~~ sponsor to reserve for such indemnification obligations, ~~including~~nor have we independently verified whether our ~~ability~~sponsor has sufficient funds to ~~negotiate~~satisfy its indemnity obligations and ~~complete~~we believe that our ~~initial~~sponsor’s ~~business~~only ~~combination~~assets are securities of our company. Therefore, ~~and~~we ~~results~~cannot assure you that our sponsor would be able to satisfy those obligations. None of ~~operations~~our officers or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

~~If we~~In ~~have~~the ~~not~~event ~~consummated~~that anthe ~~initial~~proceeds ~~business~~in ~~combination~~the ~~within~~trust ~~24 months~~account ~~from~~are reduced below the ~~closing~~lesser of ~~our~~(i) $10.00 ~~initial~~per public ~~offering~~ share and (orii) the ~~such~~actual ~~later~~amount ~~date~~per public share held in the trust account as ~~approved~~of bythe ~~holders~~date of athe ~~majority~~liquidation of ~~shares~~the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our ~~outstanding~~income ~~common~~tax ~~stock~~obligations, and our sponsor asserts that ~~are~~it ~~voted~~is atunable ato ~~meeting~~ satisfy its indemnification obligations or that it has no indemnification obligations related to ~~extend~~a ~~such~~particular ~~date~~claim, ~~voting~~our ~~together~~independent asdirectors awould ~~single~~determine ~~class)~~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 ~~public~~independent ~~stockholders~~directors in exercising their business judgment may bechoose ~~forced~~not to ~~wait~~do ~~beyond~~so ~~such~~in ~~period~~any ~~before~~ particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption ~~from~~price ~~our~~will ~~trust~~not ~~account~~be less than $10.00 per public share.

~~If we~~We ~~have~~will ~~not~~seek ~~consummated~~to anreduce ~~initial business combination within 24 months from~~ the ~~closing~~possibility ofthat our ~~initial~~sponsor ~~public~~will ~~offering (or~~have ~~such~~to ~~later~~indemnify ~~date~~the astrust ~~approved~~account bydue ~~holders~~to ofclaims ~~a majority~~ of ~~shares~~creditors ofby ~~our~~endeavoring ~~outstanding common stock that are voted at a meeting~~ to ~~extend~~have ~~such~~all ~~date~~vendors, ~~voting~~service ~~together~~providers as(except aour ~~single~~independent ~~class),~~registered ~~the~~public ~~proceeds~~accounting ~~then on deposit in the trust account~~firm), ~~including~~prospective ~~interest earned~~target onbusinesses ~~the~~or ~~funds~~other ~~held~~entities inwith ~~the~~which ~~trust~~we ~~account~~do ~~and~~business ~~not~~execute ~~previously~~agreements ~~released~~with to us towaiving ~~pay~~any ~~our taxes~~right, ~~if any (less up to $100~~title,~~000 of~~ interest toor ~~pay~~claim ~~dissolution~~of ~~expenses),~~any ~~will~~kind bein ~~used~~or to ~~fund~~monies ~~the~~held ~~redemption~~in ofthe ~~our~~trust ~~public~~account. ~~shares,~~Our assponsor ~~further~~will ~~described~~also ~~herein. Any~~not ~~redemption~~be ofliable ~~public~~as ~~stockholders~~to ~~from~~any ~~the~~claims ~~trust~~under ~~account~~our ~~will~~indemnity beof ~~effected~~the ~~automatically~~underwriters ~~by function~~ of our ~~amended~~initial ~~and~~public ~~restated certificate~~offering ofagainst ~~incorporation~~certain ~~prior~~liabilities, toincluding ~~any~~liabilities ~~voluntary~~under ~~winding~~the upSecurities Act. IfWe wewill ~~are~~have ~~required~~access to ~~wind~~ up to $4,600,000 ~~liquidate~~of proceeds held outside the trust account ~~and distribute~~with ~~such~~which ~~amount therein, pro rata,~~ to ~~our~~pay ~~public stockholders, as part of~~ any ~~liquidation~~such ~~process,~~potential ~~such~~claims ~~winding~~(including ~~up, liquidation~~costs and ~~distribution~~expenses ~~must~~incurred ~~comply~~in connection with ~~the~~our ~~applicable~~liquidation, ~~provisions~~currently ofestimated ~~the~~to ~~Delaware~~be ~~General~~no ~~Corporation~~more ~~Law~~than ~~(“DGCL”~~approximately $100,000). In ~~that~~the ~~case,~~event ~~investors~~that ~~may~~we beliquidate ~~forced~~and toit ~~wait~~is ~~beyond~~subsequently ~~24 months~~determined ~~from~~that the ~~closing~~reserve offor ~~our~~claims ~~initial~~and ~~public~~liabilities ~~offering~~is ~~(or~~insufficient, ~~such~~stockholders ~~later date~~who asreceived ~~approved~~funds byfrom ~~holders of a majority of shares of~~ our ~~outstanding~~trust ~~common~~account ~~stock~~could ~~that~~be ~~are~~liable ~~voted~~for atclaims amade ~~meeting~~by tocreditors, ~~extend~~however such ~~date,~~ ~~voting~~liability ~~together~~will asnot abe ~~single~~greater ~~class)~~than ~~before~~ the ~~redemption~~amount ~~proceeds~~ of ~~our~~funds ~~trust account become available to them, and they receive the return of their pro rata portion of the proceeds~~ from our trust account. Wereceived ~~have~~by noany ~~obligation~~such tostockholder. ~~return~~In ~~funds to~~the ~~investors~~event ~~prior~~that toour ~~the~~offering ~~date~~expenses ofexceed our ~~redemption~~estimate orof ~~liquidation unless~~$4, ~~prior thereto~~600,000, we ~~consummate~~may ~~our~~fund ~~initial~~such ~~business~~excess ~~combination or~~with ~~amend~~funds ~~certain~~from ~~provisions~~the offunds ~~our~~not ~~amended~~to ~~and~~be ~~restated~~held ~~certificate of incorporation, and only then~~ in ~~cases~~the ~~where~~trust ~~investors~~account. ~~have sought~~In tosuch ~~redeem~~case, ~~their~~the ~~shares~~amount of ~~Class A~~funds ~~common~~we ~~stock.~~intend ~~Only~~to ~~upon~~be ~~our~~held ~~redemption~~outside orthe ~~any~~trust ~~liquidation~~account ~~will~~would ~~public~~decrease ~~stockholders be~~by ~~entitled~~a tocorresponding ~~distributions~~amount. ifConversely, wein dothe ~~not~~event ~~complete~~that ~~our~~the ~~initial~~offering ~~business~~expenses ~~combination~~are ~~and~~less dothan ~~not amend certain provisions of~~ our ~~amended~~ ~~and~~estimate ~~restated certificate~~ of ~~incorporation. Our amended and restated certificate of incorporation will provide that~~$4,600,000, ~~if we wind up for any other reason prior to~~ the ~~consummation~~amount of ~~our~~funds ~~initial business combination,~~ we ~~will~~intend ~~follow the foregoing procedures with respect~~ to ~~the~~be ~~liquidation~~held ofoutside the trust account aswould ~~promptly~~increase asby ~~reasonably~~a ~~possible~~corresponding ~~but not more than ten business days thereafter~~amount.

36Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the funds in 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 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

~~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.~~18

~~If we~~Table are forced to enter into an insolvent liquidation, any distributions received by stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our stockholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.Contents

~~You will~~Furthermore, ~~not~~if bethe ~~permitted~~pro rata portion of the funds in our trust account distributed to ~~exercise~~our ~~your~~public ~~warrants~~stockholders ~~unless~~upon the redemption of our public shares in the event we ~~register~~do ~~and~~not ~~qualify~~complete our initial business combination within 24 months from the ~~underlying~~closing of our initial public offering (or such later date as approved by holders of a majority of shares of ~~Class A~~our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or ~~certain~~due ~~exemptions~~to other circumstances that are ~~available~~currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our initial business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), 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 (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 24th month and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

~~If the~~Because ~~issuance~~we will not be complying with Section 280, Section 281(b) of the ~~shares~~DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of ~~Class~~all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 Ayears. ~~common~~However, ~~stock~~because ~~upon~~we ~~exercise~~are ofa recently organized company established for the ~~warrants~~purpose isof ~~not~~identifying ~~registered~~a company to partner with in order to effectuate a merger, ~~qualified~~share exchange, asset acquisition, share purchase, reorganization or ~~exempt~~similar initial business combination, rather than an operating company, and our operations will be limited to searching for prospective candidates for our initial business combination to acquire, the only likely claims to arise would be from ~~registration~~ our vendors (such as lawyers, investment bankers, etc.) or ~~qualification~~prospective ~~under~~candidates for our initial business combination. As described above, pursuant to the ~~Securities~~obligation ~~Act~~contained ~~and~~in ~~applicable~~our ~~state~~underwriting ~~securities~~agreement, ~~laws~~we will seek to have all vendors, ~~holders~~service providers (except for our independent registered public accounting firm), prospective candidates for our initial business combination or other entities with which we do business (other than our independent registered public accounting firm) execute agreements with us waiving any right, title, interest or claim of ~~warrants~~any ~~will~~kind ~~not~~in beor ~~entitled~~ to ~~exercise~~any ~~such~~monies ~~warrants~~held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and ~~such~~the ~~warrants~~likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may ~~have~~be noliable ~~value~~only ~~and~~to ~~expire~~the ~~worthless~~extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 Inper public share or (ii) such ~~event,~~lesser ~~holders~~amount ~~who~~per ~~acquired~~public ~~their warrants~~share held in the trust account as ~~part~~of the date of athe ~~purchase~~liquidation of ~~SAILSM securities~~the ~~will~~trust ~~have~~account, ~~paid~~due to reductions in value of the ~~full~~trust ~~SAILSM securities purchase~~assets, ~~price~~in ~~solely~~each ~~for~~case net of the ~~shares~~amount of ~~Class A~~interest ~~common~~withdrawn ~~stock~~to ~~included~~pay intaxes and will not be liable as to any claims under our indemnity of the ~~SAILSM securities~~underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

~~We are~~If ~~not~~we ~~registering~~file ~~the~~a ~~shares~~bankruptcy ofpetition ~~Class A~~or ~~common~~an ~~stock~~involuntary ~~issuable~~bankruptcy ~~upon~~petition ~~exercise~~is offiled ~~the~~against ~~warrants~~us ~~under~~that ~~the~~is ~~Securities~~not ~~Act~~dismissed, ~~or any~~the ~~state~~proceeds ~~securities~~held ~~laws~~in atthe ~~this~~trust ~~time.~~account ~~However,~~could ~~under~~be ~~the~~subject ~~terms~~to ofapplicable ~~the~~bankruptcy ~~warrant agreement~~law, weand ~~have~~may ~~agreed~~be ~~that,~~included asin ~~soon~~our asbankruptcy ~~practicable, but~~estate inand nosubject ~~event~~to ~~later~~the ~~than~~claims 15of ~~business~~third ~~days,~~parties ~~after~~with priority over the ~~closing~~claims of our ~~initial~~stockholders. ~~business~~To ~~combination,~~the weextent ~~will~~any ~~use~~bankruptcy ~~our~~claims ~~best~~deplete ~~efforts to~~the ~~file~~trust ~~with~~account, ~~the~~we ~~SEC~~cannot aassure ~~registration~~you ~~statement~~we ~~covering~~will ~~the~~be ~~registration~~able ~~under~~to ~~the~~return ~~Securities~~$10.00 ~~Act~~per ofshare ~~the~~to ~~shares~~our ofpublic ~~Class A common~~stockholders. ~~stock~~Additionally, ~~issuable~~if ~~upon~~we ~~exercise~~file ofa ~~the~~bankruptcy ~~warrants~~petition ~~and~~or ~~thereafter~~an ~~will~~involuntary ~~use~~bankruptcy ~~our~~petition ~~best~~is ~~efforts~~filed toagainst ~~cause~~us ~~the~~that ~~same~~is tonot ~~become~~dismissed, ~~effective within~~any 60distributions ~~business~~received ~~days~~by ~~following~~stockholders ~~our~~could ~~initial~~be ~~business~~viewed ~~combination~~under ~~and~~applicable todebtor/creditor ~~maintain~~and/or abankruptcy ~~current~~laws ~~prospectus~~as ~~relating~~either toa ~~the~~“preferential ~~shares of~~transfer” ~~Class A~~or ~~common~~a ~~stock~~“fraudulent ~~issuable~~conveyance.” ~~upon~~As ~~exercise~~a ofresult, ~~the~~a ~~warrants~~bankruptcy ~~until~~court ~~the~~could ~~expiration~~seek ofto ~~the~~recover ~~warrants~~some inor ~~accordance~~all ~~with~~amounts ~~the provisions~~received ofby ~~the~~our ~~warrant agreement~~stockholders.

~~We cannot~~Furthermore, ~~assure~~our ~~you~~board ~~that~~of wedirectors ~~will~~may be ~~able~~viewed toas dohaving sobreached ~~if,~~its ~~for~~fiduciary ~~example,~~duty ~~any~~to ~~facts~~our creditors and/or ~~events~~may ~~arise~~have ~~which~~acted ~~represent~~in abad ~~fundamental~~faith, ~~change in~~and ~~the~~thereby ~~information~~exposing ~~set~~itself ~~forth~~and inour ~~the~~company ~~registration~~to ~~statement~~claims orof ~~prospectus~~punitive damages, by paying public stockholders from the ~~financial~~trust ~~statements~~account ~~contained~~prior orto ~~incorporated~~addressing ~~by reference~~the ~~therein~~claims ~~are~~of ~~not~~creditors. ~~current~~We orcannot ~~correct~~assure oryou ~~the~~that ~~SEC~~claims ~~issues~~will anot ~~stop~~be ~~order~~brought against us for these reasons.

~~If the~~Our ~~shares~~public ofstockholders ~~Class A~~will ~~common~~be ~~stock~~entitled ~~issuable~~to ~~upon~~receive ~~exercise~~funds offrom the ~~warrants~~trust ~~are~~account ~~not~~only ~~registered~~(i) in ~~under~~ the ~~Securities~~event ~~Act, under the terms~~ of the ~~warrant~~redemption ~~agreement, holders~~ of ~~warrants~~our ~~who~~public ~~seek~~shares toif ~~exercise~~we ~~their~~do ~~warrants will~~ not becomplete ~~permitted~~our toinitial dobusiness socombination ~~for cash~~within ~~and,~~24 months ~~instead,~~from ~~will~~the beclosing ~~required~~of toour doinitial sopublic onoffering ~~a cashless basis in accordance with Section 3~~(~~a)(9) of the Securities Act~~ or ~~another~~such ~~exemption.~~

In no event will warrants 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 or qualification is available.19

~~If our~~Table ~~shares~~ of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.Contents

~~In no~~later ~~event~~date ~~will~~as weapproved beby ~~required~~holders of a majority of shares of our outstanding common stock that are voted at a meeting to ~~net~~extend ~~cash~~such ~~settle~~date, ~~any~~voting ~~warrant~~together as a single class), (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or ~~issue~~timing ~~securities~~of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering (~~other~~or ~~than~~such ~~upon~~later date as approved by holders of a ~~cashless~~majority ~~exercise~~of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as ~~described above~~a single class) or with respect to any other ~~compensation~~material inprovisions ~~exchange~~relating to stockholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the ~~warrants~~completion of our initial business combination. In no other circumstances will a stockholder have any right or interest of any kind to or in the ~~event~~trust ~~that~~account. In the event we ~~are~~seek ~~unable~~stockholder toapproval ~~register~~in orconnection ~~qualify~~with our initial business combination, a stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s redeeming its shares ~~underlying the~~to ~~warrants~~us ~~under~~for an applicable pro rata share of the ~~Securities~~trust ~~Act~~account. orSuch ~~applicable~~stockholder ~~state~~must ~~securities~~have ~~laws~~also exercised its redemption rights described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

37Competition

~~You~~ In identifying, evaluating and selecting a target business for our initial business combination, we may ~~only~~encounter beintense ~~able~~competition from other entities having a business objective similar to ~~exercise~~ours, ~~your~~including ~~public~~other ~~warrants~~blank oncheck acompanies, ~~“cashless~~private ~~basis”~~equity ~~under~~groups ~~certain~~and ~~circumstances~~leveraged buyout funds, public companies, operating businesses seeking strategic acquisitions. Many of these entities are well established and ifhave ~~you~~extensive ~~do so~~experience identifying and effecting business combinations directly or through affiliates. Moreover, ~~you~~many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will ~~receive~~be ~~fewer~~limited ~~shares~~by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of ~~Class A~~a ~~common~~target ~~stock~~business. ~~from~~Furthermore, ~~such~~our obligation to pay cash in connection with our public stockholders who exercise ~~than~~their ifredemption ~~you~~rights ~~were~~may reduce the resources available to ~~exercise~~us ~~such~~for our initial business combination and our outstanding warrants, ~~for cash~~and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the shares of Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of our shares of Class A common stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.Facilities

~~The grant~~We ofcurrently ~~registration~~maintain ~~rights~~our toexecutive ~~our~~offices ~~initial~~at ~~stockholders~~20 ~~and~~University ~~holders~~Road, ofCambridge, ~~our~~Massachusetts ~~private~~02138. ~~placement~~The ~~warrants~~cost ~~may~~for ~~make~~our ituse ~~more~~of ~~difficult to~~this ~~complete~~space ~~our~~is ~~initial~~included ~~business~~in ~~combination~~the $10,000 ~~and~~per month ~~the~~fee ~~future~~we ~~exercise~~will pay to an affiliate of ~~such~~our ~~rights~~sponsor ~~may~~for ~~adversely~~office ~~affect~~space, ~~the~~administrative ~~market~~and ~~price~~support of services. We consider our ~~shares~~current ofoffice ~~Class A~~space ~~common~~adequate ~~stock~~for our current operations.

Pursuant to agreement registration and shareholder rights agreement, our initial stockholders and their permitted transferees can demand that we register the alignment shares and the Class A common stock into which such alignment shares are convertible, holders of our private placement warrants and their permitted transferees can demand that we register the shares of Class A common stock and the warrants (and the shares of Class A common stock issuable upon exercise of such warrants) underlying such private placement warrants, and holders of private placement warrants that may be issued upon conversion of working capital loans may demand that we register the shares of Class A common stock and the shares of Class A common stock issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the candidate for our initial business combination 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 shares of Class A common stock that is expected when the shares of common stock owned by our initial stockholders, holders of our private placement warrants, holders of our working capital loans or their respective permitted transferees are registered.Employees

~~Because we~~We currently have two executive officers. These individuals are ~~neither~~not ~~limited~~obligated to ~~evaluating~~devote aany ~~target~~specific ~~business~~number inof ahours ~~particular~~to ~~industry~~our ~~sector~~matters ~~nor~~but ~~have~~they intend to devote as much of their time as they deem necessary to our affairs until we ~~selected~~have completed our initial business combination. The amount of time they will devote in any ~~specific~~time period will vary based on whether a target ~~businesses~~ ~~with~~business ~~which~~has tobeen ~~pursue~~selected for our initial business combination, ~~you~~and ~~will~~the bestage ~~unable~~of the business combination process we are in. We do not intend to ~~ascertain~~have ~~the~~any ~~merits~~full ortime ~~risks~~employees prior to the completion of ~~any~~our ~~particular target~~initial business’s ~~operations~~combination.

~~Our efforts~~Periodic toReporting identify a prospective initial business combination candidate are not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and ~~operate~~Financial a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors, including financial services. Our amended and restated certificate of incorporation prohibits us from effectuating an initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected any specific candidate for our initial business combination with respect to an initial business combination, there is no basis to evaluate the possible merits or risks of any particular candidate for our initial business combination’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular candidate for our initial business combination, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a candidate for our initial business combination. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a candidate for our initial business combination. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the initial business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination contained an actionable material misstatement or material omission.Information

38Our securities are registered under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, this annual report contains financial statements audited and reported on by our independent registered public accountants.

We will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to stockholders. These financial statements may ~~seek~~be ~~acquisition~~required ~~opportunities~~to be prepared in ~~industries~~accordance with, or ~~sectors~~reconciled ~~which~~to, ~~may~~GAAP, or IFRS, depending on the circumstances, and the historical financial statements may ~~not~~be required to be ~~outside~~audited in accordance with the standards of ~~our~~the ~~management’s~~PCAOB. ~~area~~These financial statement requirements may limit the pool of ~~expertise~~ potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with

We will consider a business combination outside of our management’s area of expertise if a business combination target 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 target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.20

~~Although we~~Table ~~have~~of 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.Contents

~~Although we~~the ~~have~~requirements ~~identified~~outlined general criteria and guidelines for evaluating prospective candidates for our initial business combination, it is possible that a candidate for our initial business combination with which we enter into our initial business combination will not have all of these positive attributesabove. IfTo wethe ~~complete~~extent ~~our initial business combination with a candidate for our initial business combination~~ that ~~does not meet some or all of~~ these ~~guidelines,~~requirements ~~such~~cannot ~~combination may not~~ be ~~as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition~~met, if we ~~announce~~may ~~a prospective initial business combination with a candidate for our initial business combination that does~~ not ~~meet~~be ~~our~~able ~~general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us~~ to ~~meet~~acquire ~~any~~the ~~closing~~proposed ~~condition with~~target ~~a candidate for our initial~~ business ~~combination that requires us to have a minimum net worth or a certain amount of cash~~. In ~~addition,~~While ifthis ~~stockholder~~may ~~approval~~limit of the ~~transaction~~pool isof ~~required~~potential byacquisition ~~law~~candidates, 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 candidate for our initial business combination does not meet our general criteria and guidelines. If we do not ~~complete~~believe ~~our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account~~ that ~~are~~this ~~available~~limitation ~~for distribution to public stockholders, and our warrants~~ will ~~expire~~be ~~worthless~~material.

39We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We ~~are~~ ~~not~~filed ~~required~~a Registration Statement on Form 8-A with the SEC to ~~obtain~~voluntarily anregister ~~opinion~~our ~~from~~securities anunder ~~independent~~Section 12 ~~accounting~~of orthe ~~investment~~Exchange ~~banking~~Act. ~~firm~~As a result, we are subject to the rules and ~~consequently,~~regulations ~~you~~promulgated ~~may~~under the Exchange Act. We have no ~~assurance~~current ~~from~~intention anof ~~independent~~filing ~~source~~a ~~that~~Form 15 ~~the~~to ~~price~~suspend weour ~~are~~reporting ~~paying~~or ~~for~~other obligations under the ~~business~~Exchange isAct ~~fair~~prior or subsequent to ~~our~~the ~~stockholders~~consummation ~~from~~of aour ~~financial point~~initial ofbusiness ~~view~~combination.

~~Unless we~~We ~~complete~~are ~~our~~an ~~initial~~“emerging ~~business~~growth ~~combination~~company,” ~~with~~as andefined ~~affiliated~~in ~~entity~~Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are ~~not~~eligible ~~required~~ to ~~obtain~~take anadvantage ~~opinion~~of certain exemptions from anvarious ~~independent accounting~~reporting ~~firm~~requirements orthat ~~independent~~are ~~investment~~applicable ~~banking~~to ~~firm~~other public companies that isare anot ~~member~~“emerging ofgrowth ~~FINRA~~companies,” ~~that~~including, ~~the~~but ~~price~~not welimited ~~are~~to, ~~paying~~not isbeing ~~fair~~required to ~~our~~comply ~~stockholders from~~with athe ~~financial~~auditor ~~point~~attestation requirements of ~~view.~~Section 404 Ifof nothe ~~opinion~~Sarbanes-Oxley ~~is obtained~~Act, ~~our~~reduced ~~stockholders~~disclosure ~~will~~obligations beregarding ~~relying~~executive oncompensation ~~the~~in ~~judgment~~our ofperiodic ~~our~~reports ~~board~~and ofproxy ~~directors~~statements, ~~who~~ ~~will~~and ~~determine~~exemptions ~~fair~~from ~~market~~the ~~value~~requirements ~~based~~of holding a non-binding advisory vote on ~~standards~~executive ~~generally~~compensation ~~accepted~~and bystockholder ~~the~~approval ~~financial~~of ~~community.~~any ~~Such~~golden ~~standards~~parachute ~~used~~payments ~~will be~~not ~~disclosed~~previously inapproved. ~~our~~If ~~proxy~~some ~~solicitation~~investors orfind ~~tender~~our ~~offer~~securities ~~materials,~~less attractive as ~~applicable~~a result, ~~related~~there tomay be a less active trading market for our ~~initial~~securities ~~business~~and ~~combination~~the prices of our securities may be more volatile.

~~We may~~In ~~issue~~addition, ~~additional~~Section 107 ~~shares~~of the JOBS Act also provides that an “emerging growth company” can take advantage of ~~Class A~~the ~~common~~extended ~~stock~~transition orperiod ~~preferred~~provided ~~stock~~in toSection 7(a)(2)(B) of ~~complete~~the ~~our~~Securities ~~initial~~Act ~~business~~for ~~combination~~complying with new or ~~under~~ revised accounting standards. In other words, an ~~employee~~“emerging ~~incentive~~growth ~~plan~~company” ~~after~~can ~~completion~~delay ofthe ~~our~~adoption ~~initial~~of ~~business~~certain ~~combination.~~accounting ~~Any~~standards ~~such~~until ~~issuances~~those standards would ~~dilute~~otherwise ~~the~~apply ~~interest~~ to private companies. We intend to take advantage of ~~our~~the ~~stockholders~~benefits ~~and~~of ~~likely~~this ~~present~~extended ~~other~~transition ~~risks~~period.

~~Our amended~~We ~~and~~will ~~restated~~remain ~~certificate~~an ofemerging ~~incorporation~~growth ~~authorizes~~company until the ~~issuance~~earlier of up(1) the tolast ~~700,000,000~~day ~~shares~~ of ~~Class~~the fiscal Ayear ~~common~~(a) following ~~stock, 20,000,000~~the ~~shares~~fifth anniversary of ~~Class B~~the ~~common~~completion ~~stock~~of ~~and~~our ~~10,000,000~~initial ~~shares~~public ~~of preferred stock~~offering, ~~par~~(b) in ~~value~~which ~~$0.0001~~we ~~per~~have ~~share.~~total ~~There~~annual ~~are 52,500,000~~gross ~~shares~~revenue of ~~Class A~~at ~~common~~least ~~stock~~$1.07 billion, ~~issued~~or ~~and~~(c) in ~~outstanding~~which ~~and~~we ~~2,625,000~~are ~~shares~~deemed ofto ~~Class B~~be ~~common~~a ~~stock~~large ~~issued and~~accelerated ~~outstanding.~~filer, ~~One~~which ~~tenth~~means of the ~~total~~market ~~outstanding~~value ~~alignment~~of ~~shares~~our ~~will convert into~~ shares of ~~our~~ Class A common stock inthat ~~each of~~are ~~the~~held ~~ten~~by ~~fiscal~~non-affiliates ~~years~~exceeds ~~following~~$700 million ~~our~~as ~~initial~~of ~~business~~the ~~combination~~prior ~~based~~June 30th, onand (2) the ~~Total~~date ~~Return~~ on ~~our~~which ~~outstanding~~we ~~equity~~have ~~capital as~~issued ofmore ~~the~~than ~~relevant measurement date above the Price Threshold~~$1.0 billion ~~There~~in ~~are~~non-convertible nodebt ~~shares~~during ofthe ~~preferred~~prior ~~stock~~three-year ~~issued and outstanding~~period.

~~We may~~Additionally, ~~issue~~we are a ~~substantial~~“smaller ~~number~~reporting ofcompany” ~~additional~~as ~~shares~~defined in Item 10(f)(1) of ~~Class~~Regulation AS-K. ~~common~~Smaller ~~stock~~reporting orcompanies ~~shares~~may oftake ~~preferred~~advantage ~~stock~~of tocertain ~~complete~~reduced ~~our initial~~disclosure ~~business~~obligations, ~~combination~~including, oramong ~~under~~other anthings, ~~employee~~providing ~~incentive~~only ~~plan~~two years ~~after completion~~ of ~~our~~audited ~~initial~~financial ~~business combination~~statements. We ~~may also~~will ~~issue~~remain ~~shares~~a ofsmaller ~~Class A~~reporting ~~common~~company ~~stock~~until ~~upon conversion of our Class B common stock from time to time after our initial business combination as a result of~~ the ~~conversion~~last ~~features~~day of the ~~alignment~~fiscal year ~~shares contained~~ in ~~our~~which ~~amended~~(1) the ~~and~~market ~~restated~~value ~~certificate~~ of ~~incorporation.~~our ~~In addition, we may also issue shares of Class A~~ common stock toheld ~~redeem~~by ~~the warrants at a ratio greater than one~~non-~~to-one~~affiliates atexceeds ~~the~~$250 million ~~time of our initial business combination~~ as ~~a result~~ of the ~~anti-dilution provisions as set forth therein. However, our amended and restated certificate of incorporation provides, among other things, that~~ prior ~~to our initial business combination~~June 30, ~~we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account;~~ or (ii2) ~~vote as a class with~~ our ~~public~~annual ~~shares~~revenues ~~(a)~~exceeded $100 onmillion ~~any~~during ~~initial~~such ~~business~~completed ~~combination or (b)~~fiscal toyear ~~approve an amendment to our amended~~ and ~~restated certificate of incorporation to (x) extend~~ the ~~time~~market wevalue ~~have to consummate an initial business combination beyond 24 months from the closing~~ of our ~~initial~~common ~~public~~stock ~~offering~~held orby ~~(y) amend~~non-affiliates ~~the~~exceeds ~~foregoing~~$700 million ~~provisions. These~~as ~~provisions~~ of ~~our~~the ~~amended~~prior ~~and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote~~June 30. ~~The issuance of additional shares of common stock or shares of preferred stock:~~

•Legal may significantly dilute the equity interest of investors (which dilutive effect would increase as the price of our Class A common stock increases on a year-over-year basis, in respect of shares issued upon conversion of the alignment shares);Proceedings

•There ~~may~~is ~~subordinate~~no ~~the~~material ~~rights~~litigation, ofarbitration ~~holders~~or ofgovernmental ~~shares~~proceeding ofcurrently ~~Class~~pending Aagainst ~~common~~us ~~stock~~or ifany ~~shares~~members of ~~preferred~~our ~~stock~~management ~~are~~team ~~issued~~in ~~with~~their ~~rights~~capacity ~~senior~~as ~~to those afforded shares of our Class A common stock;~~such.

•Item ~~could~~1A. ~~cause~~Risk a change in control if a substantial number of shares of Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; andFactors

•An ~~may~~investment ~~adversely~~in ~~affect~~our ~~prevailing~~securities ~~market~~involves ~~prices~~a ~~for~~high ~~our~~degree ~~SAILSM~~of risk. You should consider carefully all of the risks described below, together with the other information contained in this Report, before making a decision to invest in our securities. If any of the following events occur, ~~shares~~our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of ~~Class~~our Asecurities ~~common~~could ~~stock~~decline, and/ you could lose all or ~~warrants~~part of your investment.

Subsequent to the completion of our initial business combination, our alignment shares will be eligible for conversion into shares of our Class A common stock based on the Total Return of our outstanding equity capital. Any such issuance would dilute the interest of our stockholders and likely present other risks.21

~~Our initial~~Table ~~stockholders hold 2,587,500 shares~~ of our Class B common stock that will automatically convert into shares of our Class A common stock from time to time after our initial business combination as a result of the conversion feature of the alignment shares contained in our amended and restated certificate of incorporation. One tenth of the total number of outstanding alignment shares will convert into shares of our Class A common stock for each of the ten fiscal years following our initial business combination based on the Total Return on our outstanding equity capital as of the relevant measurement date above the Price Threshold.Contents

40We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

~~As a~~We ~~result~~were offormed ~~such~~in ~~conversion feature~~September 8, we2020 ~~may~~and ~~issue~~have ano ~~substantial~~operating ~~number~~results. ofBecause ~~additional~~we ~~shares~~lack ofan ~~our~~operating ~~Class~~history, Ayou ~~common~~have ~~stock~~no tobasis ~~our initial~~upon ~~stockholders,~~which asto ~~the~~evaluate ~~alignment~~our ~~shares~~ability ~~are not subject~~ to aachieve ~~conversion~~our ~~limitation~~business inobjective ~~the~~of ~~event~~completing ofour ~~increases~~initial inbusiness ~~the~~combination ~~VWAP of~~with ~~our~~one ~~Class~~or Amore ~~common~~target ~~stock~~businesses. ~~The~~We ~~issuance~~have ofno ~~additional~~plans, ~~shares~~arrangements ofor ~~our~~understandings ~~Class~~with Aany ~~common~~prospective ~~stock~~target ~~upon~~business ~~the~~concerning ~~conversion~~a ofbusiness ~~Class~~combination Band ~~common stock~~ may ~~significantly~~be ~~dilute~~unable ~~the~~to ~~equity~~complete ~~interest of investors in~~ our initial ~~public~~business ~~offering,~~combination. ~~may~~If ~~adversely~~we ~~affect~~fail ~~prevailing market~~to ~~prices~~complete ~~for~~ our ~~Class~~initial Abusiness ~~common stock~~combination, ~~warrants~~we ~~or other outstanding equity securities and~~ will ~~not~~never ~~result~~generate inany ~~adjustment to~~operating ~~the exercise price of our warrants~~revenues.

~~Resources could~~We behave ~~wasted~~identified ina ~~researching~~material ~~initial~~weakness ~~business~~in ~~combinations~~our ~~that~~internal ~~are~~control ~~not~~over ~~completed,~~financial ~~which~~reporting. ~~could~~This ~~materially~~material ~~adversely~~weakness ~~affect~~could ~~subsequent attempts~~continue to ~~locate~~adversely ~~and~~affect ~~acquire or merge with another business. If we do not complete~~ our ~~initial~~ability ~~business~~to ~~combination,~~report our ~~public stockholders~~results ~~may only receive their pro rata portion~~ of ~~the~~operations ~~funds~~and infinancial ~~the~~condition ~~trust~~accurately ~~account that are available for distribution to public stockholders,~~ and ~~our~~in ~~warrants~~a ~~will~~timely ~~expire worthless~~manner.

~~We anticipate~~Following ~~that~~ the ~~investigation~~issuance of ~~each~~the ~~specific~~SEC ~~candidate~~Staff ~~for~~Statement ~~our~~on ~~initial~~April ~~business combination and the negotiation~~12, ~~drafting and execution of relevant agreements~~2021, ~~disclosure~~our ~~documents and other instruments will require substantial~~ management ~~time~~ and ~~attention~~ ~~and~~our ~~substantial~~audit ~~costs~~committee ~~for~~concluded ~~accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to~~ that ~~point for the proposed transaction likely would not be recoverable. Furthermore~~, if we reach an agreement relating to a specific candidate for our initial business combination, 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 alight ~~loss to us~~ of the ~~related~~SEC ~~costs~~Statement, ~~incurred~~it ~~which~~was ~~could~~appropriate ~~materially~~to ~~adversely~~restate ~~affect~~previously ~~subsequent~~issued ~~attempts to locate~~ and ~~acquire~~audited orfinancial ~~merge~~statements ~~with another~~as ~~business. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion~~ of ~~the~~and ~~funds~~for in the ~~trust~~period ~~account~~ended ~~that~~December ~~are available for distribution to public stockholders~~31, ~~and our warrants will expire worthless~~2020.

~~We are~~Our ~~dependent~~management ~~upon~~is ~~our~~responsible ~~executive~~for ~~officers~~establishing and ~~directors~~maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and ~~their~~the ~~loss~~preparation ~~could~~of ~~adversely~~financial ~~affect~~statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our ~~ability~~internal controls and to ~~operate~~disclose any changes and material weaknesses identified through such evaluation of those internal controls. 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 on a timely basis.

~~Our operations~~We ~~are~~have ~~dependent~~identified ~~upon~~ a ~~relatively~~material ~~small~~weakness ~~group~~in ofour ~~individuals~~internal ~~and,~~control inover ~~particular,~~financial ~~our~~reporting ~~executive~~related ~~officers~~to ~~and~~the ~~directors. We~~accounting ~~believe~~for ~~that~~a ~~our~~significant ~~success~~and ~~depends~~unusual ontransaction related to the ~~continued~~warrants ~~service~~we ofissued in connection with our ~~officers~~initial ~~and~~public ~~directors,~~offering atin ~~least~~November ~~until~~2020. weAs ~~have~~a ~~completed~~result of this material weakness, our ~~initial~~ ~~business~~management ~~combination.~~has Inconcluded ~~addition,~~that our ~~executive~~internal ~~officers~~control ~~and~~over ~~directors~~financial ~~are~~reporting was not ~~required~~effective toas ~~commit~~of ~~any~~December ~~specified~~31, ~~amount of~~2020. ~~time~~This tomaterial weakness resulted in a material misstatement of our ~~affairs~~derivative ~~and,~~warrant ~~accordingly~~liabilities, ~~will~~change ~~have~~in ~~conflicts~~fair value of ~~interest~~derivative inwarrant ~~allocating~~liabilities, ~~their~~Class ~~time~~A ~~among~~common ~~various~~stock ~~business~~subject ~~activities, including~~to ~~identifying~~possible ~~potential~~redemption, ~~business~~accumulated ~~combinations~~deficit and ~~monitoring the~~ related ~~due~~financial ~~diligence.~~disclosures Wefor dothe ~~not~~Affected ~~have~~Periods. anFor ~~employment~~a ~~agreement with,~~discussion orof ~~key-man~~management’s ~~insurance~~consideration onof the ~~life~~material ~~of,~~weakness ~~any~~identified ofrelated to our ~~directors~~accounting orfor ~~executive~~a ~~officers.~~significant ~~The~~and ~~unexpected~~unusual ~~loss~~transaction ofrelated to the ~~services~~warrants ~~of one~~we orissued ~~more~~in ofconnection ~~our~~with ~~directors~~the orNovember ~~executive~~2020 ~~officers~~initial ~~could~~public ~~have~~offering, asee ~~detrimental~~“Part ~~effect~~II, onItem us9A. Controls and Procedures included in this Annual Report.”

~~Our ability~~As todescribed ~~successfully~~in ~~effect~~“Part II, Item 9A. Controls and Procedures,” we have concluded that our ~~initial~~internal ~~business~~control ~~combination~~over ~~and~~financial reporting was ineffective as of December 31, 2020 because material weaknesses existed in our internal control over financial reporting. We have taken a number of measures to remediate the material weaknesses described therein; however, if we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be ~~successful~~unable ~~thereafter~~to ~~will~~provide required financial information in a timely and reliable manner and we may incorrectly report financial information. Likewise, if our financial statements are not filed on a timely basis, we could be ~~totally~~subject ~~dependent~~to ~~upon~~ sanctions or investigations by the ~~efforts~~stock ofexchange on which our ~~key~~Class A ~~personnel~~common stock are listed, ~~some~~the ofSEC ~~whom~~or ~~may~~other ~~join~~regulatory authorities. Failure to timely file will cause us ~~following~~to be ineligible to utilize short form registration statements on Form S-3 or Form S-4, which may impair our ~~initial~~ability to obtain capital in a timely fashion to execute our business ~~combination~~strategies or issue shares to effect an acquisition. In either case, there could result a material adverse effect on our business. The ~~loss~~existence of ~~key~~material ~~personnel~~ weaknesses or significant deficiencies in internal control over financial reporting could ~~negatively~~adversely ~~impact~~affect ~~the~~our ~~operations~~reputation ~~and~~or ~~profitability~~investor perceptions of us, which could have a negative effect on the trading price of our ~~post-combination~~stock. ~~business~~In addition, we will incur additional costs to remediate material weaknesses in our internal control over financial reporting, as described in “Part II, Item 9A. Controls and Procedures.”

~~Our ability~~We tocan ~~successfully~~give ~~effect~~no ~~our~~assurance ~~initial~~that ~~business combination is dependent upon~~ the ~~efforts~~measures ofwe ~~our~~have ~~key~~taken ~~personnel.~~and ~~The~~plan ~~role~~to ~~of our~~take ~~key personnel~~ in the ~~target~~future ~~business,~~will ~~however,~~remediate ~~cannot presently be ascertained. Although some of our key personnel may remain with~~ the ~~target~~material ~~business~~weakness inidentified ~~senior management, director~~ or ~~advisory~~that ~~positions~~any ~~following~~additional ~~our~~material ~~initial~~weaknesses ~~business~~or ~~combination,~~restatements itof ~~is likely~~financial ~~that~~results ~~some~~will ornot ~~all~~arise ofin the ~~management~~future ofdue ~~the~~to ~~target~~a ~~business~~failure ~~will~~to ~~remain~~implement inand ~~place.~~maintain ~~While~~adequate weinternal ~~intend~~control toover ~~closely~~financial ~~scrutinize~~reporting ~~any individuals~~or wecircumvention ~~engage~~of ~~after~~these ~~our~~controls. ~~initial~~In ~~business combination~~addition, even if we ~~cannot~~are ~~assure~~successful ~~you~~in ~~that~~strengthening our ~~assessment~~controls ofand ~~these~~procedures, ~~individuals~~in ~~will prove~~the tofuture bethose ~~correct.~~controls ~~These~~and ~~individuals~~procedures may not be ~~unfamiliar~~adequate ~~with~~to ~~the~~prevent ~~requirements~~or ofidentify ~~operating~~irregularities aor ~~company~~errors ~~regulated~~or ~~by the SEC, which could cause us~~ to ~~have~~facilitate tothe ~~expend~~fair ~~time~~presentation ~~and~~of ~~resources~~our ~~helping~~financial ~~them become familiar with such requirements~~statements.

4122

~~Our key~~Table personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and, as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.Contents

~~Our key~~Past ~~personnel~~performance ~~may~~by ~~be able to remain with~~ our ~~company~~management ~~after~~team ~~the completion of our initial business combination only if they are able to negotiate employment~~ or ~~consulting~~their ~~agreements~~respective inaffiliates connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may ~~influence~~not ~~their motivation in identifying and selecting a target business. In addition, pursuant to an agreement to~~ be ~~entered~~indicative ~~into on or prior to the closing~~ of ~~our~~future ~~initial~~performance ~~public offering, our sponsor, upon and following consummation~~ of an ~~initial~~investment ~~business~~in combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and stockholder rights agreementus.

~~We may~~Information ~~have~~regarding aperformance ~~limited~~is ~~ability~~presented tofor ~~assess~~informational ~~the~~purposes ~~management~~only. ofAny apast ~~prospective~~experience ~~target~~or ~~business~~performance of our management team and, astheir respective affiliates is not a ~~result,~~guarantee ~~may~~of ~~affect~~either (i) our ~~initial business~~ability ~~combination~~to ~~with~~successfully identify and execute a ~~target~~transaction or (ii) success with respect to any business ~~whose~~combination ~~management~~that we may consummate. You should not ~~have~~rely on the ~~skills,~~historical ~~qualifications~~record of our management team or ~~abilities~~their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to, ~~manage~~generate ~~a public~~going ~~company~~forward. Our management has no experience in operating special purpose acquisition companies.

Our ~~key~~ ~~personnel~~stockholders may not be ~~able~~afforded toan ~~remain~~opportunity ~~with~~to ~~our~~vote ~~company~~on ~~after the completion of~~ our ~~initial~~proposed ~~business combination only if they are able to negotiate employment or consulting agreements in connection with the~~ initial business combination., ~~Such~~which ~~negotiations~~means ~~would take~~we ~~place~~may ~~simultaneously~~complete ~~with~~our ~~the negotiation of the~~ initial business combination ~~and~~even ~~could~~though ~~provide~~a ~~for~~majority ~~such individuals to receive compensation in the form~~ of ~~cash payments and/or~~ our ~~securities~~stockholders ~~for~~do ~~services~~not ~~they~~support ~~would render to us after the completion of the initial business combination. Such negotiations also could make~~ such ~~key personnel’s retention or resignation~~ a ~~condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a candidate for our initial business~~ combination~~, subject to their fiduciary duties under Delaware law~~.

~~The officers~~We ~~and~~may ~~directors~~choose ofnot anto ~~acquisition~~hold ~~candidate~~a ~~may~~stockholder ~~resign~~vote ~~upon~~before ~~completion~~we ofcomplete our initial business combination if the business combination would not require stockholder approval under applicable law or stock exchange listing requirement. ~~The~~For ~~loss~~instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek stockholder approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek stockholder approval of a proposed business combination ~~target’s~~or ~~key~~will ~~personnel~~allow ~~could~~stockholders ~~negatively~~to ~~impact~~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 ~~operations~~timing of the transaction and ~~profitability~~whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our ~~post-~~initial business combination even if holders of a majority of our issued and outstanding shares of Class A common stock do not approve of the business combination we complete.

~~The role~~Your ofonly anopportunity ~~acquisition~~to ~~candidate’s~~affect ~~key personnel upon~~ the ~~completion~~investment ofdecision ~~our~~regarding ~~initial~~a potential business combination ~~cannot~~may be ~~ascertained at~~limited ~~this~~to ~~time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with~~ the ~~acquisition~~exercise ~~candidate following our initial business combination, it is possible that members~~ of ~~the~~your ~~management~~right ofto ~~an acquisition~~redeem ~~candidate~~your ~~will~~shares ~~not~~from ~~wish~~us tofor ~~remain in place~~cash.

~~Our executive~~At ~~officers~~the ~~and~~time ~~directors~~of your investment in us, you will ~~allocate~~not ~~their~~be ~~time~~provided with an opportunity to ~~other~~evaluate the specific merits or risks of any target businesses. ~~thereby~~Since ~~causing~~our ~~conflicts~~board of ~~interest~~directors inmay ~~their~~complete ~~determination as~~a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to ~~how~~vote ~~much~~on ~~time~~the business combination, unless we seek such stockholder approval. Accordingly, your only opportunity to ~~devote~~affect the investment decision regarding a potential business combination may be limited to ~~our~~exercising ~~affairs.~~your ~~This~~redemption ~~conflict~~rights within the period of ~~interest~~time ~~could~~(which ~~have~~will abe ~~negative~~at ~~impact~~least on20 business days) set forth in our ~~ability~~tender offer documents mailed to ~~complete~~ our public stockholders in which we describe our initial business combination.

~~Our executive~~If ~~officers~~we ~~and~~seek ~~directors~~stockholder ~~are~~approval ~~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~~initial ~~and our search for a~~ business combination, ~~and~~our ~~their~~initial ~~other businesses.~~stockholders ~~We do not intend to~~ have ~~any~~agreed ~~full-time employees prior~~ to ~~the~~vote ~~completion~~in favor of ~~our~~such initial business combination~~. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation~~, ~~and~~ ~~our~~regardless ~~executive officers are not obligated to contribute any specific number~~ of ~~hours~~how ~~per week to~~ our ~~affairs.~~public ~~Our~~stockholders ~~independent directors also serve as officers and board members for other entities~~vote. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Our ~~officers~~ ~~and~~initial ~~directors~~stockholders ~~presently~~own ~~have,~~20% of the voting power of our common stock. Our initial stockholders and ~~any~~members of ~~them~~our inmanagement ~~the~~team ~~future~~also may ~~have~~from time to time purchase shares of Class A common stock prior to our initial business combination. Our amended and restated certificate of incorporation provides that, ~~additional~~if we seek stockholder approval, ~~fiduciary~~we will complete our initial business combination only if a majority of the outstanding shares of common stock, represented in person or ~~contractual~~by ~~obligations~~ proxy and entitled to ~~other~~vote ~~entities~~thereon, ~~including~~voted ~~another~~at ~~blank~~a ~~check~~stockholder ~~company~~meeting are voted in favor of the business combination. As a result, ~~and~~in addition to our initial stockholders’ alignment shares, ~~accordingly~~we would need 19,687,500, ~~may~~or ~~have~~37.5% ~~conflicts~~of the 52,500,000 shares sold in our initial public offering to be voted in favor of ~~interest~~an initial business combination in ~~determining~~order to ~~which entity~~have aour ~~particular~~initial business ~~opportunity~~combination ~~should~~approved. beAccordingly, ~~presented~~if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders and each member of our management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.

~~Until we~~The ~~consummate~~ability ~~our initial business combination, we intend to engage in the business~~ of ~~identifying and combining with one or more businesses or entities. Each of~~ our ~~officers~~public ~~and~~stockholders ~~directors~~to ~~presently~~redeem ~~has,~~their ~~and~~shares ~~any~~for ofcash ~~them in the future~~ may ~~have,~~make ~~additional~~our ~~fiduciary or~~financial ~~contractual~~condition ~~obligations~~unattractive to ~~other~~potential ~~entities pursuant to which such officer or director is or will be required to present a~~ business combination opportunity to such entity, subject to his or her fiduciary duties under the DGCL. In particular, many of our officers and directors are affiliated with General Catalyst, our sponsor and other companies, including Livongo and Health Catalyst, that may be interested in investing in or acquiring in similar business targets ~~as the company. Accordingly~~, ~~they~~which may ~~have~~make ~~conflicts of~~it ~~interest~~difficult infor ~~determining~~us to ~~which~~enter ~~entity~~into a ~~particular~~ business ~~opportunity~~combination ~~should~~with ~~be presented. These conflicts may not be resolved in our favor and~~ a ~~potential~~ target ~~business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under the DGCL~~.

42We 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 (so that we do not then become subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly submitted

In addition, our independent directors may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. 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 such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under the DGCL. Our amended and restated certificate of incorporation will provide that we renounce our interest in any business combination 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 the company and it is an opportunity that we are able to complete on a reasonable basis.23

~~Other entities~~Table that our officers and directors are associated with, and in particular General Catalyst, our sponsor, Livongo and Health Catalyst, may compete with us for acquisition opportunities and if pursued by them we may be precluded from such opportunities. Investment ideas generated within General Catalyst, our sponsor, Livongo and Health Catalyst may be suitable for both us and such entities and/or current or future investment vehicles associated with our officers and directors, and such ideas may be directed to such entities rather than to us. Such opportunities may outperform any businesses we acquire. Neither such entities nor members of our management team and board of directors who are also employed by such entities have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such person solely in his or her capacity as an officer or director of the company. The sponsor and/or our officers and directors, in their capacities as employees or other entities or in their other endeavors, may be required to present potential business to other entities, before they present such opportunities to us.Contents

~~Involvement of~~redemption ~~members~~requests ofwould cause our ~~management~~net ~~and~~tangible ~~companies~~assets ~~with~~to ~~which~~be ~~they~~less ~~are~~than ~~affiliated~~$5,000,001 inor ~~civil~~such ~~disputes~~greater ~~and~~amount ~~litigation~~necessary to satisfy a closing condition as described above, ~~governmental~~we ~~investigations or~~would ~~negative~~not ~~publicity~~proceed ~~unrelated~~with tosuch ~~our~~redemption and the related business ~~affairs~~combination ~~could~~and ~~materially~~may ~~impact~~instead ~~our~~search ~~ability~~for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to ~~consummate~~enter aninto ~~initial~~a business combination transaction with us.

~~Members~~ The ability of our ~~management~~public ~~team~~stockholders ~~and~~to ~~companies~~exercise ~~with~~redemption ~~which~~rights ~~they~~with ~~are~~respect ~~affiliated have been, and in the future will continue~~ to ~~be, involved in~~ a ~~wide~~large ~~variety~~number of ~~business affairs, including transactions, such as sales and purchases of businesses, and ongoing operations. As a result of such involvement, members of~~ our ~~management~~shares ~~and companies with which they are affiliated in have been, and~~ may in ~~the~~not ~~future~~allow ~~be,~~us ~~involved in civil disputes, litigation, governmental investigations and negative publicity relating~~ to ~~their business affairs. Any such claims, investigations, lawsuits or negative publicity may be detrimental to our reputation and could negatively affect our ability to identify and~~ complete anthe ~~initial~~most desirable business combination inor aoptimize ~~material manner and may have an adverse effect on the price of~~ our ~~securities~~capital structure.

~~Our executive~~At ~~officers,~~the ~~directors~~time we enter into an agreement for our initial business combination, ~~security~~we ~~holders~~will ~~and~~not know how many stockholders may exercise their ~~respective~~redemption ~~affiliates~~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 a large number of shares are submitted for redemption, we may ~~have~~need ~~competitive~~to ~~pecuniary~~restructure ~~interests~~the transaction to reserve a greater portion of the cash in the trust account or arrange for additional 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 ~~conflict~~ are redeemed in connection with an initial 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 amount held in trust will continue to reflect our ~~interests~~obligation to pay the entire deferred underwriting commissions.

~~We have~~The ~~not~~ability ~~adopted~~of ~~a policy that expressly prohibits~~ our ~~directors,~~public ~~executive~~stockholders ~~officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment~~ to beexercise ~~acquired~~redemption orrights ~~disposed~~with ofrespect ~~by us or in any transaction~~ to ~~which we are~~ a ~~party~~large ornumber ~~have~~of anour ~~interest.~~shares Incould ~~fact,~~increase wethe ~~may~~probability ~~enter~~that ~~into~~our ainitial business combination ~~with~~would abe ~~target~~unsuccessful ~~business~~and that ~~is affiliated~~you ~~with~~would ~~our~~have ~~sponsor, our directors or executive officers, although we do not intend~~ to dowait ~~so. Nor do we have a policy that expressly prohibits any such persons from engaging~~ for ~~their~~liquidation ~~own account~~ in ~~business~~order ~~activities~~to ofredeem ~~the~~your ~~types conducted by us~~shares. ~~Accordingly, such persons or entities may have a conflict between their interests and ours.~~

~~We may~~If ~~engage~~our ininitial a business combination ~~with~~agreement ~~one~~requires orus ~~more~~to ~~target~~use ~~businesses~~a ~~that~~portion of the cash in the trust account to pay the purchase price, or requires us to have ~~relationships~~a ~~with~~minimum ~~entities~~amount of cash at closing, the probability that ~~may~~our initial business combination would be ~~affiliated with~~unsuccessful is increased. If our ~~sponsor~~initial business combination is unsuccessful, ~~executive~~you ~~officers~~would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, ~~directors~~you orcould ~~initial~~attempt ~~stockholders~~to ~~which~~sell your shares in the open market; however, at such time our shares may ~~raise~~trade ~~potential~~at ~~conflicts~~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 ~~interest~~funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

~~In light~~The ofrequirement ~~the~~that ~~involvement of our sponsor, executive officers and directors with other entities,~~ we ~~may~~consummate ~~decide~~an ~~to acquire one or more businesses affiliated with our sponsor, executive officers, directors or~~ initial ~~stockholders. Such entities may compete with us for~~ business combination ~~opportunities.~~within ~~Our~~24 months ~~sponsor,~~after ~~officers~~the ~~and~~closing ~~directors are not currently aware~~ of ~~any specific opportunities for us to complete~~ our initial ~~business~~public ~~combination~~offering ~~with~~(or ~~any~~such ~~entities~~later ~~with~~date ~~which~~as ~~they~~approved ~~are~~by ~~affiliated,~~holders ~~and~~of ~~there have been no substantive discussions concerning~~ a ~~business~~majority ~~combination~~of ~~with~~shares ~~any~~of ~~such~~our ~~entity~~outstanding orcommon ~~entities.~~stock ~~Although~~that weare ~~will~~voted ~~not~~at bea ~~specifically~~meeting ~~focusing on,~~to orextend ~~targeting,~~such ~~any transaction with any affiliated entities~~date, wevoting ~~would~~together ~~pursue~~as ~~such~~ a ~~transaction~~single ifclass) wemay ~~determined~~give ~~that~~potential ~~such affiliated~~target ~~entity~~businesses ~~met~~leverage ~~our~~over ~~criteria~~us ~~and~~in ~~guidelines~~negotiating ~~for~~ a business combination and ~~such~~may ~~transaction~~limit ~~was~~the ~~approved~~time bywe ahave ~~majority~~in ~~of our~~which ~~independent and disinterested directors. Despite our agreement~~ to ~~obtain~~conduct andue ~~opinion~~diligence ~~from~~on anpotential ~~independent investment banking firm that is a member of FINRA or an independent accounting firm regarding the fairness to our company from a financial point of view of a~~ business combination ~~with~~targets, ~~one~~in orparticular ~~more~~as ~~domestic~~we orapproach ~~international businesses affiliated with~~ our ~~sponsor,~~dissolution ~~executive officers~~deadline, ~~directors~~which orcould ~~initial~~undermine ~~stockholders,~~our ~~potential~~ability ~~conflicts~~to ofcomplete ~~interest~~our ~~still~~initial ~~may exist and, as a result, the terms of the~~ business combination ~~may~~on ~~not~~terms bethat ~~as advantageous to our public stockholders as they~~ would beproduce ~~absent~~value ~~any~~for ~~conflicts~~our ~~of interest~~stockholders.

43Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the time frame 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.

~~Since our~~Our ~~initial~~search ~~stockholders~~for ~~will~~a ~~lose their entire investment in us if our initial~~ business combination, isand ~~not~~any ~~completed~~target ~~(other~~business ~~than~~ with ~~respect~~which towe ~~public~~ultimately ~~shares~~consummate ~~they~~a ~~may~~business ~~acquire after our initial public offering)~~combination, amay ~~conflict~~be ofmaterially ~~interest~~adversely ~~may~~affected ~~arise~~by inthe ~~determining whether~~recent acoronavirus ~~particular~~(COVID-19) ~~business~~outbreak ~~combination~~and ~~target~~the isstatus ~~appropriate~~of ~~for~~debt ~~our~~and ~~initial~~equity ~~business combination~~markets.

~~On September 24,~~In ~~2020, an affiliate of our sponsor paid $22,500, or approximately $0.009 per share, and the foundation paid $2,500, or approximately $0.009 per share, in consideration of 2,587,500 and 287,500 Class~~December ~~B shares~~2019, ~~respectively.~~a ~~Such~~novel ~~Class B shares~~strain ~~held by an affiliate~~ of ~~our~~coronavirus ~~sponsor~~was ~~were~~reported ~~subsequently transferred~~ to ~~our~~have ~~sponsor. Up to 375~~surfaced,~~000~~ ~~of the Alignment Shares were to be forfeited depending on the extent to~~ which ~~the~~has ~~underwriters’~~and ~~over-allotment~~is ~~was~~continuing ~~exercised. The Alignment Shares are entitled~~ to ~~(together~~spread ~~with~~throughout the ~~shares~~world, ofincluding ~~Class B common stock) a number of votes representing 20% of~~ the ~~Company’s~~United ~~outstanding common stock prior to the completion of the Initial Business Combination~~States. ~~The~~On ~~underwriters exercised the over-allotment option in part and the Company consummated the sale of such SAILSM Securities on November 17~~January 30, 2020~~; thus~~, 125,000 Alignment Shares were no longer subject to forfeiture. In November 2020, our sponsor transferred 6,469 alignment shares to each of our independent directors resulting in our sponsor holding 2,561,624 alignment shares. Prior to the ~~initial~~World ~~investment~~Health inOrganization ~~the~~declared ~~company of $25,000 by our initial stockholders for~~ the ~~alignment~~outbreak ~~shares, the company had no assets, tangible or intangible. The per share price~~ of ~~the~~ ~~alignment shares was determined by dividing~~ the ~~amount~~coronavirus ~~contributed~~disease to the company by the number of alignment shares issued. The alignment shares will be worthless if we do not complete an initial business combination. In addition, our sponsor and certain directors of the Company purchased an aggregate of 11,666,666 private placement warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant (~~$17,500,000 in the aggregate~~“COVID-19”) in a ~~private~~“Public ~~placement~~Health ~~that~~Emergency ~~closed simultaneously with the closing~~ of ~~our~~International ~~initial public offering~~Concern.” IfOn ~~we do not consummate an initial business within 24~~January months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date31, ~~voting together as a single class)~~2020, ~~the private placement warrants will expire worthless~~U.S. ~~The~~Health ~~personal~~ and ~~financial~~Human ~~interests~~Services ofSecretary our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) nears, which is the deadline for our consummation of an initial business combination.

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.24

~~Although we~~Table ~~have no commitments as~~ of the date of this report to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:Contents

•Alex ~~default~~M. ~~and~~Azar ~~foreclosure~~II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on ~~our~~March 11, ~~assets~~2020 the World Health Organization characterized the outbreak as a “pandemic.” The COVID-19 outbreak has and a significant outbreak of 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 ~~our~~continued ~~operating~~concerns ~~revenues~~relating ~~after~~to anCOVID-19 ~~initial~~continues to 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 ~~insufficient~~highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to ~~repay~~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 ~~debt~~ability ~~obligations;~~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 ~~acceleration~~addition, of our ~~obligations~~ability to ~~repay~~consummate ~~the~~a ~~indebtedness~~transaction ~~even~~may ifbe wedependent ~~make~~on ~~all~~the ~~principal~~ability to raise equity and ~~interest~~debt ~~payments~~financing ~~when~~which ~~due~~may ifbe weimpacted ~~breach~~by ~~certain~~COVID-19 ~~covenants~~and ~~that~~other ~~require~~events, ~~the~~including ~~maintenance~~as a result of ~~certain~~increased ~~financial~~market ~~ratios~~volatility, ordecreased ~~reserves~~market ~~without~~liquidity ain ~~waiver~~third-party orfinancing ~~renegotiation~~being ofunavailable ~~that~~on ~~covenant;~~terms acceptable to us or at all.

•Finally, ~~our~~the ~~immediate~~outbreak ~~payment~~of COVID-19 may also have the effect of ~~all~~heightening ~~principal~~many ~~and~~of ~~accrued~~the ~~interest,~~other ifrisks ~~any~~described in this “Risk Factors” section, ifsuch as those related to the ~~debt~~market isfor ~~payable~~our onsecurities ~~demand;~~and cross-border transactions.

•We ~~our~~may ~~inability~~not be able to ~~obtain~~consummate ~~necessary~~an ~~additional~~initial ~~financing~~business ifcombination within 24 months after the ~~debt~~closing ~~contains~~of ~~covenants~~our ~~restricting~~initial public offering (or such later date as approved by holders of a majority of shares of our ~~ability~~outstanding common stock that are voted at a meeting to ~~obtain~~extend such ~~financing~~date, ~~while~~voting together as a single class), in which case we would cease all operations except for the ~~debt~~purpose isof ~~outstanding;~~winding up and we would redeem our public shares and liquidate.

•We ~~our~~may ~~inability~~not be able to ~~pay~~find ~~dividends~~a onsuitable candidate for our initial business combination and complete our initial business combination within 24 months after the closing of our initial public offering (or such later date as approved by holders of a majority of shares of ~~Class~~our Aoutstanding common stock that are voted at a meeting to extend such date, voting together as a single class). Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 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 (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

44Our 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 coronavirus (COVID-19) outbreak.

•In ~~using~~December 2019, a ~~substantial~~novel ~~portion~~strain of ~~our~~coronavirus ~~cash~~was ~~flow~~reported to ~~pay~~have ~~principal~~surfaced in Wuhan, China, which has and ~~interest~~is oncontinuing ~~our~~to ~~debt~~spread throughout China and other parts of the world, ~~which~~including ~~will~~the ~~reduce~~United States. On January 30, 2020, the ~~funds~~World ~~available~~Health ~~for~~Organization ~~dividends~~declared onthe ~~our~~outbreak ~~shares~~of the coronavirus disease (COVID-19) a “Public Health Emergency of ~~Class~~International AConcern.” ~~common~~On ~~stock~~January 31, if2020, U.S. Health and Human Services Secretary Alex M. Azar II declared, ~~expenses~~a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and ~~capital~~on ~~expenditures~~March 11, ~~acquisitions~~2020 the World Health Organization characterized the outbreak as a “pandemic.” A significant outbreak of COVID-19 and other ~~general~~infectious ~~corporate~~diseases ~~purposes;~~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

~~• limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;~~25

•Table ~~increased~~of ~~vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and~~Contents

•target ~~limitations~~company’s onpersonnel, ~~our~~vendors ~~ability~~and services providers are unavailable to ~~borrow~~negotiate ~~additional~~and ~~amounts~~consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for ~~expenses,~~a ~~capital~~business ~~expenditures,~~combination ~~acquisitions,~~will ~~debt~~depend ~~service~~on ~~requirements~~future developments, ~~execution~~which ofare ~~our~~highly ~~strategy~~uncertain and ~~other~~cannot ~~purposes~~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 ~~disadvantages~~matters ~~compared~~of toglobal concern continue for an extensive period of time, our ~~competitors~~ability ~~who~~to ~~have~~consummate ~~less~~a ~~debt~~business combination, or the operations of a target business with which we ultimately consummate a business combination, may be adversely affected in a material way.

~~We may~~If ~~only~~we beseek ~~able~~stockholder toapproval ~~complete~~of ~~one~~our initial business combination, ~~with~~our ~~the~~initial ~~proceeds~~stockholders, ofdirectors, ~~our~~executive ~~initial~~officers, ~~public~~advisors ~~offering~~ and ~~the~~their ~~sale~~affiliates ~~of the~~may ~~private~~elect ~~placement~~to ~~warrants,~~purchase ~~which~~public ~~will~~shares ~~cause~~or uswarrants, towhich bemay ~~solely~~influence ~~dependent~~a vote on a ~~single~~proposed business ~~which~~combination ~~may~~and ~~have~~reduce athe ~~limited~~public ~~number~~ “float” of ~~products~~our orshares ~~services. This lack~~ of ~~diversification~~Class A ~~may~~common ~~negatively~~stock ~~impact~~or ~~our~~public ~~operations and profitability~~warrants.

~~The net~~If ~~proceeds~~we ~~from~~seek stockholder approval of our ~~offering~~initial business combination and ~~the~~we ~~sale~~do ofnot conduct redemptions in connection with our initial business combination pursuant to the ~~private~~tender ~~placement~~offer ~~warrants~~rules, ~~provided~~our usinitial ~~with~~stockholders, ~~$513~~directors,~~625~~ executive officers,~~000~~ ~~that~~advisors weor their affiliates may ~~use~~purchase public shares or warrants in privately negotiated transactions or in the open market either prior to ~~complete~~ or following the completion of our initial business combination, ~~(after~~although ~~taking~~they ~~into~~are ~~account~~under ~~the~~no ~~$18~~obligation to do so. However,~~375~~ they have no current commitments,~~000~~ ofplans ~~deferred~~or ~~underwriting~~intentions ~~commissions~~to ~~being held~~engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account ~~and~~will ~~the~~be ~~estimated~~used ~~expenses~~to ofpurchase ~~our~~public ~~initial~~shares ~~public~~or ~~offering)~~warrants in such transactions.

~~We may~~In ~~effectuate~~the event that our initial ~~business~~stockholders, ~~combination~~directors, ~~with~~executive aofficers, ~~single-target~~advisors ~~business~~ or ~~multiple-target~~their ~~businesses~~affiliates ~~simultaneously~~purchase ~~or within~~shares ain ~~short~~privately ~~period~~negotiated oftransactions ~~time.~~from ~~However~~public stockholders who have already elected to exercise their redemption rights, wesuch ~~may~~selling ~~not~~stockholders would be ~~able~~required to ~~effectuate~~revoke ~~our~~their ~~initial~~prior elections to redeem their shares. The purpose of any such transaction could be to (i) vote in favor of the business combination ~~with~~and ~~more~~thereby ~~than~~increase ~~one~~the ~~target business~~likelihood ~~because~~of obtaining stockholder approval of ~~various~~the ~~factors~~business combination, ~~including~~(ii) reduce the ~~existence~~number of ~~complex~~public ~~accounting~~warrants ~~issues~~outstanding ~~and~~or ~~the~~vote ~~requirement~~such ~~that~~warrants weon ~~prepare and~~any ~~file~~matters ~~pro forma~~submitted ~~financial~~to ~~statements~~the ~~with~~warrant ~~the~~holders ~~SEC~~for ~~that~~approval ~~present~~in ~~operating~~connection ~~results~~with ~~and~~our ~~the~~initial ~~financial~~business combination or (iii) satisfy a closing condition ofin ~~several~~ an agreement with a target ~~businesses~~that asrequires ifus ~~they~~to ~~had~~have ~~been~~a ~~operated~~minimum onnet worth or a ~~combined~~certain ~~basis.~~amount Byof ~~completing~~cash at the closing of our initial business combination, ~~with~~where ~~only~~it ~~a single~~appears ~~entity,~~that ~~our~~such ~~lack~~requirement would otherwise not be met. Any such purchases of ~~diversification~~our securities may ~~subject~~result usin tothe ~~numerous~~completion ~~economic,~~of ~~competitive~~our ~~and~~initial ~~regulatory~~business ~~developments.~~combination ~~Further, we~~that ~~would~~may not beotherwise ~~able~~have tobeen ~~diversify~~possible. ~~our~~In ~~operations~~addition, orif ~~benefit~~such ~~from~~purchases are made, the ~~possible~~public ~~spreading~~“float” of ~~risks~~our shares of Class A common stock or ~~offsetting~~public warrants may be reduced and the number of ~~losses,~~beneficial ~~unlike other~~holders ~~entities~~of our securities may be reduced, which may ~~have~~make ~~the~~it ~~resources~~difficult to ~~complete~~maintain ~~several~~or ~~business~~obtain ~~combinations~~the inquotation, ~~different~~listing ~~industries~~ or ~~different~~trading ~~areas~~ of our securities on a ~~single~~national ~~industry~~securities exchange. ~~Accordingly,~~Any such purchases will be reported pursuant to Section 13 and Section 16 of the ~~prospects~~Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Item 1. Business—Effecting Our Initial Business Combination—Permitted Purchases and Other Transactions with Respect to Our Securities” for a description of how our ~~success~~initial ~~may~~stockholders, ~~be:~~directors, executive officers, advisors or their affiliates will select which stockholders to purchase securities from in any private transaction.

•If ~~solely~~a ~~dependent~~stockholder ~~upon~~fails ~~the~~to ~~performance~~receive notice of aour ~~single~~offer to redeem our public shares in connection with our initial business combination, ~~property~~ or ~~asset;~~fails orto comply with the procedures for tendering its shares, such shares may not be redeemed.

•We ~~dependent~~will ~~upon~~comply with the ~~development~~proxy rules or ~~market~~tender ~~acceptance~~offer ofrules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a ~~single~~stockholder fails to receive our proxy solicitation or ~~limited~~tender ~~number~~offer materials, as applicable, such stockholder may not become aware of ~~products~~the opportunity to redeem its shares. In addition, ~~processes~~the proxy solicitation or ~~services~~tender offer 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 redeem or tender public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

~~This lack~~You ofwill ~~diversification~~not ~~may~~have ~~subject~~any usrights toor ~~numerous~~interests ~~economic,~~in ~~competitive~~funds ~~and~~from ~~regulatory~~the ~~risks~~trust account, ~~any~~except orunder ~~all~~certain oflimited ~~which~~circumstances. ~~may~~Therefore, ~~have~~to ~~a substantial~~liquidate ~~adverse~~your ~~impact~~investment, ~~upon~~you ~~the~~may ~~particular~~be ~~industry~~forced into ~~which~~sell weyour ~~may~~public ~~operate~~shares ~~subsequent~~or towarrants, ~~our~~potentially ~~initial~~at ~~business~~a ~~combination~~loss.

~~We may~~Our ~~attempt~~public stockholders are entitled to ~~simultaneously~~receive ~~complete~~funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business ~~combinations~~combination, and then only in connection with ~~multiple~~those ~~prospective~~shares ~~targets~~of Class A common stock that such stockholder properly elected to redeem, ~~which~~subject ~~may~~to ~~hinder~~the limitations described herein; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our ~~ability~~amended and restated certificate of incorporation (A) to ~~complete~~ modify the substance or timing of our obligation to provide holders of our shares of Class A common stock the right to have their shares redeemed in connection with our initial business combination ~~and~~or ~~give~~to ~~rise~~redeem to100% ~~increased~~of ~~costs~~our ~~and~~public ~~risks~~shares ~~that~~if ~~could~~we ~~negatively~~do ~~impact~~not complete our ~~operations and~~initial ~~profitability.~~business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our

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 (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.26

~~We may~~Table ~~attempt~~of 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.Contents

~~In pursuing~~outstanding ~~our~~common ~~acquisition~~stock ~~strategy~~that are voted at a meeting to extend such date, wevoting ~~may~~together ~~seek~~as a single class) or (B) with respect to ~~effectuate~~any other provision relating to the rights of holders of our shares of Class A common stock; and (iii) the redemption of our public shares if we have not consummated an initial business ~~combination~~within ~~with~~24 months afrom ~~privately~~the ~~held~~closing ~~company.~~of ~~Very little~~our initial public ~~information~~offering ~~generally~~(or ~~exists~~such ~~about~~later ~~private~~date ~~companies~~as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), subject to applicable law and weas ~~could~~further described herein. Public stockholders who redeem their shares of Class A common stock in connection with a stockholder vote described in clause (ii) in the preceding sentence shall not be ~~required~~entitled to ~~make~~funds ~~our~~from ~~decision~~the ontrust ~~whether~~account ~~to pursue~~upon athe ~~potential~~subsequent completion of an initial business combination onor liquidation if we have not consummated an initial business combination within 24 months from the ~~basis~~closing of ~~limited~~our ~~information,~~initial ~~which~~public ~~may~~offering ~~result~~(or insuch later date as approved by holders of a ~~business~~majority ~~combination~~ of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), with respect to such shares of Class A common stock so redeemed. In no other circumstances will a ~~company~~public ~~that~~stockholder ishave any right or interest of any kind in the trust account. Holders of warrants will not ashave ~~profitable~~any asright weto ~~suspected~~the proceeds held in the trust account with respect to the warrants. Accordingly, ifto liquidate your investment, you may be forced to sell your public shares or warrants, potentially at ~~all~~a loss.

45Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our ~~management~~ SAILSM securities, Class A common stock, and warrants are currently listed on the Nasdaq. Although after giving effect to our initial public offering we expect to continue to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, our securities may not be, ~~able~~or may not continue to ~~maintain~~be, ~~control~~listed ofon athe ~~target~~Nasdaq ~~business~~in ~~after~~the future or prior to our initial business combination. ~~Upon~~In order to continue listing our securities on the ~~loss~~Nasdaq ofprior ~~control of~~to aour ~~target~~initial business combination, ~~new~~we ~~management~~must ~~may~~maintain ~~not~~certain ~~possess~~financial, ~~the~~distribution ~~skills~~and share price levels. Generally, ~~qualifications~~we ormust ~~abilities~~maintain ~~necessary~~a tominimum ~~profitably~~amount ~~operate~~in ~~such business~~stockholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).

~~We may~~Additionally, ~~structure~~ our ~~initial~~SAILSM securities ~~business combination so that the post-business combination company in which our public stockholders own shares~~ will ~~own~~not ~~less~~be ~~than~~traded ~~100%~~after ofcompletion ~~the equity interests or assets~~ of aour ~~target~~initial business, ~~but~~combination weand, ~~will~~in ~~only~~connection ~~complete~~with ~~such~~our ~~business combination~~initial ~~if the post-~~business combination, ~~company~~we ~~owns~~will ~~or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to~~ be required to ~~register~~demonstrate ~~as an~~compliance ~~investment~~with ~~company under~~ the ~~Investment~~Nasdaq’s ~~Company~~initial ~~Act.~~listing Werequirements, ~~will~~which ~~not~~are ~~consider~~more ~~any~~rigorous ~~transaction~~than ~~that does not meet such criteria. Even if~~ the ~~post-business~~Nasdaq’s ~~combination~~continued ~~company~~listing ~~owns 50% or more of the voting securities of the target~~requirements, ~~our~~in ~~stockholders~~order ~~prior~~ to ~~our~~continue ~~initial~~to ~~business~~maintain ~~combination may collectively own a minority interest in~~ the ~~post-business~~listing ~~combination~~of ~~company,~~our ~~depending~~ securities on ~~valuations ascribed to~~ the ~~target and us in the business combination~~Nasdaq. For ~~example~~instance, weour ~~could~~share ~~pursue~~price awould ~~transaction~~generally inbe ~~which~~required ~~we issue~~to abe ~~substantial~~at ~~number~~least of$4.00 ~~new~~per ~~shares~~share ofand ~~Class A~~our ~~common~~stockholders’ ~~stock~~equity inwould ~~exchange~~generally ~~for~~be ~~all~~required ofto ~~the~~be ~~outstanding~~at ~~capital~~least ~~stock of a target~~$5.0 million Inand ~~this case,~~ we would ~~acquire~~be arequired ~~100%~~to ~~interest~~have ~~in the target. However, as~~ a ~~result~~minimum of ~~the~~300 ~~issuance~~round oflot aholders ~~substantial number~~(with ofat ~~new~~least ~~shares~~50% of ~~Class A common stock, our stockholders immediately prior to~~ such ~~transaction~~round ~~could~~lot ~~own~~holders ~~less~~holding ~~than a~~securities ~~majority~~with ~~of our outstanding shares of Class A common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in~~ a ~~single~~market ~~person~~value ~~or group obtaining a larger share~~ of ~~the~~at ~~company’s shares~~least ~~than we initially acquired~~$2,500). ~~Accordingly,~~We ~~this~~ may ~~make it more likely that our management will~~ not be able to ~~maintain control~~meet ofthose ~~the~~initial ~~target~~listing ~~business~~requirements at that time.

~~We may~~If ~~seek~~the ~~business~~Nasdaq ~~combination~~delists ~~opportunities~~our ~~with~~securities afrom ~~high~~trading ~~degree~~on ofits ~~complexity~~exchange ~~that~~and ~~require~~we ~~significant~~are ~~operational~~not ~~improvements, which~~able ~~could~~to ~~delay~~list orour ~~prevent~~securities uson ~~from~~another ~~achieving~~national securities exchange, we expect our ~~desired~~securities ~~results~~could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

~~We may~~● ~~seek~~a ~~business~~limited ~~combination~~availability ~~opportunities~~of ~~with~~market ~~large,~~quotations ~~highly~~for ~~complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that~~ our ~~efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.~~securities;

~~To the~~● ~~extent~~reduced weliquidity ~~complete~~for our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.securities;

~~We do~~● ~~not have~~ a ~~specified~~determination ~~maximum~~that ~~redemption~~our ~~threshold.~~Class ~~The~~A ~~absence~~common ofstock ~~such~~are a ~~redemption~~“penny ~~threshold~~stock” ~~may~~which ~~make~~will itrequire ~~possible~~brokers ~~for~~trading usin our Class A common stock to ~~complete~~ ~~our~~adhere ~~initial~~to ~~business~~more ~~combination~~stringent ~~with~~rules ~~which~~and possibly result in a ~~substantial~~reduced ~~majority~~level of ~~our~~trading ~~stockholders~~activity doin ~~not~~the ~~agree.~~secondary trading market for our securities;

~~Our amended~~● ~~and restated certificate of incorporation does not provide~~ a ~~specified~~limited ~~maximum redemption threshold, except that in no event will we redeem our public shares in an~~ amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our initial business combination even though a substantial majority of ~~our~~news ~~public stockholders do not agree with the transaction~~ and ~~have~~ ~~redeemed~~analyst ~~their~~coverage; ~~shares or, if we seek stockholder approval of our initial business combination~~ and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our initial stockholders, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

46● a decreased ability to issue additional securities or obtain additional financing in the future.

~~In order~~The toNational ~~effectuate~~Securities anMarkets ~~initial~~Improvement ~~business~~Act ~~combination~~of 1996, ~~blank~~which ~~check~~is ~~companies~~a ~~have~~federal statute, inprevents or preempts the ~~recent~~states ~~past,~~from ~~amended~~regulating ~~various~~the ~~provisions~~ sale of ~~their~~certain ~~charters~~securities, which are referred to as “covered securities.” Because our SAILSM securities and ~~other~~Class A ~~governing~~common ~~instruments~~stock and warrants are listed on the Nasdaq, ~~including~~our ~~their~~SAILSM securities, ~~warrant~~Class A ~~agreements~~common stock and warrants will qualify as covered securities under the statute. WeAlthough ~~cannot~~the ~~assure~~states ~~you~~are ~~that~~preempted wefrom ~~will~~regulating ~~not~~the ~~seek to~~sale ~~amend~~of our ~~amended~~securities, ~~and~~the ~~restated~~federal ~~certificate~~statute ofdoes ~~incorporation~~allow orthe ~~governing~~states ~~instruments~~to ininvestigate companies if there is a ~~manner~~suspicion ~~that~~of ~~will~~fraud, ~~make~~and, itif ~~easier~~there ~~for us~~is toa ~~complete~~finding ~~our~~of ~~initial~~fraudulent ~~business~~activity, ~~combination~~then ~~that~~the ~~our~~states ~~stockholders~~can ~~may~~regulate ~~not~~or ~~support.~~bar

In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate a business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated certificate of incorporation will require the approval of holders of 51% of our common stock, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants that vote on such amendment and, solely with respect to any amendment to the terms of the private placement SAILSM securities or any provision of the warrant agreement with respect to the private placement SAILSM securities, 50% of the number of the then outstanding private placement SAILSM securities. In addition, our amended and restated certificate of incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination within 24 months of the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) or with respect to any other material provisions relating to stockholders’ rights or business combination transaction activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered, we would register, or seek an exemption from registration for, the affected securities. We may seek to amend our charter or governing instruments or extend the time to consummate a business combination in order to effectuate our business combination.27

~~The provisions~~Table 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 at least 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 to facilitate the completion of an initial business combination that some of our stockholders may not support.Contents

~~Some other blank check companies have a provision in their charter which prohibits~~ the ~~amendment~~sale of ~~certain~~covered ofsecurities ~~its~~in ~~provisions, including those which relate to~~ a ~~company’s~~particular ~~pre-business~~case. ~~combination~~While ~~activity,~~we ~~without~~are ~~approval~~not byaware ~~a certain percentage~~ of ~~the company’s~~a ~~stockholders.~~state Inhaving ~~those~~used ~~companies, amendment of~~ these ~~provisions~~powers ~~typically~~to ~~requires~~prohibit ~~approval~~or byrestrict ~~90% of~~ the ~~company’s stockholders~~sale ~~attending and voting at an annual meeting. Our amended and restated certificate~~ of ~~incorporation~~securities ~~provides~~issued ~~that~~by ~~any of~~blank ~~its~~check ~~provisions~~companies, ~~related~~other tothan ~~pre-business combination activity (including~~ the ~~requirement~~State ~~to deposit proceeds~~ of ~~our~~Idaho, ~~initial~~certain ~~public offering~~state ~~and~~securities ~~the~~regulators ~~private~~view ~~placement~~blank ofcheck ~~warrants~~companies ~~into~~unfavorably ~~the trust account~~ and ~~not~~might ~~release~~use ~~such~~these ~~amounts except in specified circumstances~~powers, ~~and~~ toor ~~provide~~threaten ~~redemption rights~~ to ~~public~~use ~~stockholders~~these aspowers, ~~described herein) may be amended if approved by holders of 65% of our common stock entitled~~ to ~~vote~~hinder ~~thereon and corresponding provisions of~~ the ~~trust~~sale ~~agreement governing the release~~ of ~~funds~~securities ~~from our trust account may be amended if approved by holders~~ of atblank ~~least~~check ~~65%~~companies ofin ~~our~~their ~~common stock entitled to vote thereon~~states. ~~In all other instances~~Further, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding shares of common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our initial stockholders and their permitted transferees, if ~~any,~~we ~~who~~were ~~will~~no ~~collectively~~longer ~~beneficially~~listed ~~own~~on ~~20% of~~ the ~~voting power of our common stock immediately following the completion of our initial public offering~~Nasdaq, ~~will participate in any vote to amend~~ our ~~amended~~ ~~and~~securities ~~restated~~would ~~certificate~~not ofqualify ~~incorporation~~as ~~and/or~~covered ~~trust~~securities ~~agreement~~under ~~and will have~~ the ~~discretion to vote in any manner they choose. As a result~~statute, and we ~~may~~would be ~~able~~subject to ~~amend~~regulation ~~the~~in ~~provisions~~each ofstate ~~our~~in ~~amended and restated certificate of incorporation~~ which ~~govern our~~we ~~pre-business~~offer ~~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~~securities. ~~Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.~~

47You will not be entitled to protections normally afforded to investors of many other blank check companies.

~~Our initial~~Since ~~stockholders,~~the ~~executive~~net ~~officers~~proceeds ~~and~~of ~~directors~~our ~~have~~initial ~~agreed,~~public ~~pursuant~~offering toand athe ~~written~~sale ~~agreement~~of ~~with~~the ~~us,~~private ~~that~~placement ~~they~~warrants ~~will~~are ~~not propose~~intended ~~any amendment~~ to ~~our~~be ~~amended~~used ~~and~~to ~~restated~~complete ~~certificate~~an ofinitial ~~incorporation~~business ~~that~~combination ~~would~~with ~~affect~~a ~~the~~target ~~substance~~business orthat ~~timing~~has ofnot ~~our obligation~~been toselected, ~~allow~~we ~~redemption~~may inbe ~~connection~~deemed ~~with~~to ~~our~~be ~~initial~~a ~~business~~“blank ~~combination~~check” orcompany tounder ~~redeem~~the ~~100%~~United ofStates ~~our~~securities ~~public~~laws. ~~shares~~However, ifbecause we do ~~not~~have ~~complete~~net antangible ~~initial~~assets ~~business~~in ~~combination~~excess ~~within~~of ~~24 months~~$5,000,000 ~~from~~upon the ~~closing~~completion of our initial public offering ~~(or~~and ~~such later~~the ~~date~~sale ~~as approved by holders~~ of athe ~~majority~~private ofplacement ~~shares~~warrants ofand ~~our~~have ~~outstanding~~filed ~~common stock that are voted at~~ a ~~meeting~~Current toReport ~~extend such~~on ~~date~~Form 8-K, ~~voting~~including ~~together~~an asaudited abalance ~~single~~sheet ~~class),~~demonstrating ~~unless~~this fact, we ~~provide~~are ~~our~~exempt ~~public~~from ~~stockholders~~rules promulgated ~~with~~by the ~~opportunity~~SEC to ~~redeem~~protect ~~their Class A~~investors ~~common~~in ~~stock~~blank ~~upon~~check ~~approval~~companies, ~~of any~~ such ~~amendment~~as atRule 419. ~~a per-share price~~Accordingly, ~~payable~~investors inwill ~~cash,~~not ~~equal~~be toafforded the ~~aggregate~~benefits ~~amount then~~or onprotections ~~deposit~~of inthose ~~the~~rules. ~~trust~~Among ~~account~~other things, ~~including~~this ~~interest~~means ~~earned~~our onSAILSM securities ~~the~~were ~~funds~~immediately ~~held~~tradable inand ~~the~~we ~~trust~~have ~~account~~a ~~and~~longer ~~not~~period ~~previously~~of ~~released to~~time us to ~~pay~~complete our ~~taxes,~~initial ifbusiness ~~any~~combination ~~(less~~than updo tocompanies ~~$100,000~~subject ~~of interest~~ to ~~pay dissolution expenses)~~Rule ~~divided~~419. ~~by the~~Moreover, ~~number~~if ~~of then~~our ~~outstanding~~initial public ~~shares.~~offering ~~These~~were ~~agreements~~subject ~~are~~to ~~contained~~Rule 419, ~~in letter agreements~~ that werule would have ~~entered~~prohibited ~~into~~the ~~with~~release ~~our~~of ~~initial stockholders,~~any ~~directors~~interest ~~and~~earned ~~each~~on ~~member~~funds ofheld ~~our~~in ~~management~~the ~~team.~~trust ~~Our~~account ~~stockholders are not parties~~ to, orus ~~third-party~~unless ~~beneficiaries of, these agreements~~ and, asuntil athe ~~result,~~funds ~~will~~in ~~not have~~ the ~~ability~~trust toaccount ~~pursue~~were ~~remedies~~released ~~against~~to ~~our~~us ~~initial stockholders, executive officers or directors for any breach of these agreements. As a result,~~ in ~~the~~connection ~~event~~with ~~of a breach,~~ our ~~stockholders~~completion ~~would~~of ~~need~~an ~~to pursue~~initial abusiness ~~stockholder derivative action, subject to applicable law~~combination.

~~We may~~If bewe ~~unable~~seek tostockholder ~~obtain~~approval ~~additional~~of ~~financing to complete~~ our initial business combination orand towe ~~fund~~do ~~the~~not ~~operations~~conduct ~~and~~redemptions ~~growth of~~pursuant ato ~~target~~the ~~business,~~tender ~~which~~offer ~~could~~rules, ~~compel~~and usif toyou ~~restructure~~ or ~~abandon~~ a ~~particular~~“group” ~~business~~of ~~combination.~~stockholders Ifare wedeemed doto ~~not~~hold ~~complete our~~in ~~initial~~excess ~~business~~of ~~combination,~~15% of our ~~public~~shares ~~stockholders~~of ~~may only receive their pro~~Class ~~rata~~A ~~portion~~common ofstock, ~~the~~you ~~funds~~will inlose the ~~trust account~~ability ~~that~~to ~~are~~redeem ~~available~~all ~~for~~such ~~distribution~~shares toin ~~public~~excess ~~stockholders,~~of ~~and~~15% of our ~~warrants~~shares ~~will~~of ~~expire~~Class A ~~worthless~~common stock.

~~Although~~ If we ~~believe~~seek ~~that~~stockholder ~~the~~approval ~~net proceeds~~ of our initial ~~public~~business ~~offering~~combination and ~~the~~we ~~sale~~do ofnot ~~the~~conduct ~~private~~redemptions ~~placement~~in ~~warrants~~connection ~~will~~with ~~be sufficient to allow us to complete~~ our initial business combination, ~~because~~pursuant weto ~~have not yet negotiated~~ the ~~acquisition~~tender ofoffer arules, ~~target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of~~ our ~~initial~~amended ~~public offering~~ and ~~the~~restated ~~sale~~certificate of ~~the~~incorporation ~~private~~provides ~~placement~~that ~~warrants~~a ~~prove~~public tostockholder, betogether ~~insufficient,~~with ~~either~~any ~~because~~affiliate of ~~the~~such ~~size~~stockholder ofor ~~our~~any ~~initial~~other ~~business~~person ~~combination, the~~with ~~depletion~~whom ofsuch ~~the~~stockholder ~~available~~is ~~net~~acting ~~proceeds~~ in ~~search~~concert ofor as a ~~target~~“group” ~~business,~~(as ~~the~~defined ~~obligation~~under toSection 13 ~~redeem~~of ~~for~~the ~~cash~~Exchange aAct), ~~significant~~will ~~number of~~be ~~shares~~restricted from ~~stockholders~~seeking ~~who elect~~ redemption inrights ~~connection~~ with ~~our~~respect ~~initial~~to ~~business~~more ~~combination~~than oran ~~the~~aggregate ~~terms~~ of ~~negotiated transactions~~15% toof ~~purchase~~the shares sold in ~~connection with~~ our initial ~~business~~public ~~combination,~~offering wewithout ~~may~~our beprior ~~required~~consent, towhich ~~seek~~we ~~additional~~refer ~~financing or~~ to ~~abandon~~as the ~~proposed~~“Excess ~~business combination~~Shares.” WeHowever, ~~cannot~~we ~~assure~~would ~~you~~not ~~that such financing will~~ be ~~available~~restricting onour ~~acceptable~~stockholders’ ~~terms, if~~ability atto vote all. ~~The~~of ~~current~~their ~~economic~~shares ~~environment~~(including ~~has~~Excess ~~made~~Shares) ~~it especially difficult~~ for ~~companies~~or toagainst ~~obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete~~ our initial business combination,. weYour ~~would be~~inability ~~compelled~~ to ~~either~~redeem ~~restructure~~ the ~~transaction~~Excess orShares ~~abandon~~will ~~that~~reduce ~~particular~~your ~~business~~influence ~~combination~~over ~~and~~our ~~seek~~ability anto ~~alternative~~complete ~~target business candidate. If we have not consummated~~ our initial business combination ~~within~~and ~~the~~you ~~required~~could ~~time~~suffer ~~period,~~a ~~our~~material ~~public~~loss ~~stockholders may~~on ~~receive~~your ~~only~~investment ~~approximately~~in ~~$10.00~~us ~~per~~if ~~public~~you ~~share,~~sell orExcess ~~less~~Shares in ~~certain~~open ~~circumstances,~~market ontransactions. ~~the~~Additionally, ~~liquidation~~you ofwill ~~our~~not ~~trust~~receive ~~account and~~redemption ~~our~~distributions ~~warrants~~with ~~will~~respect ~~expire~~to ~~worthless.~~the InExcess ~~addition,~~Shares ~~even~~ if we ~~do not need additional financing to~~ complete our initial business combination,. weAnd ~~may~~as ~~require~~a ~~such~~result, ~~financing~~you towill ~~fund~~continue ~~the~~to ~~operations~~hold orthat ~~growth~~number of ~~the~~shares ~~target~~exceeding ~~business.~~15% ~~The~~and, ~~failure~~in order to ~~secure~~dispose ~~additional financing could have a material adverse effect on the continued development or growth~~ of ~~the~~such ~~target business. None of our officers~~shares, ~~directors~~ orwould ~~stockholders~~be is required to ~~provide~~sell ~~any~~your ~~financing~~shares ~~to us~~ in ~~connection~~open ~~with~~market ortransactions, ~~after~~potentially ~~our~~at ~~initial~~a ~~business combination~~loss.

~~Our initial~~Because ~~stockholders~~of ~~control~~our alimited ~~substantial~~resources ~~interest~~and inthe ussignificant ~~and~~competition ~~thus~~for business combination opportunities, it may ~~exert~~be amore ~~substantial~~difficult ~~influence~~for onus ~~actions~~to ~~requiring~~complete aour ~~stockholder vote~~initial business combination. If we have not consummated our initial business combination within the required time period, ~~potentially~~our public stockholders may receive only approximately $10.00 per public share, or less in acertain ~~manner~~circumstances, ~~that~~on ~~you~~the doliquidation ~~not~~of ~~support~~our trust account and our warrants will expire worthless.

~~Upon closing~~We ofexpect ~~our~~to ~~initial~~encounter ~~public~~competition ~~offering,~~from ~~our~~other ~~initial~~entities ~~stockholders,~~having ~~with~~a ~~their~~business ~~alignment~~objective ~~shares,~~similar ~~owns~~to ~~approximately~~ours, ~~20%~~including ofprivate ~~the~~investors ~~voting power~~(which ofmay ~~our~~be ~~common~~individuals ~~stock~~or ~~prior~~investment topartnerships), ~~the~~other ~~completion~~blank ofcheck ancompanies ~~initial~~and ~~business~~other ~~combination. In addition~~entities, ~~the~~domestic ~~alignment~~and ~~shares~~international, ~~all~~competing ~~of which~~for ~~are held by our initial stockholders, will entitle~~ the ~~holders~~types ~~to elect all~~ of ~~our~~businesses ~~directors~~we ~~prior~~intend to ~~our initial business combination~~acquire. ~~Following~~Many ~~the~~of ~~completion~~these ofindividuals ~~our~~and ~~initial~~entities ~~business~~are ~~combination,~~well-established ~~the~~and ~~alignment~~have ~~shares~~extensive ~~will~~experience bein ~~entitled~~identifying toand ~~one~~effecting, ~~vote~~directly ~~per share.~~or ~~Accordingly~~indirectly, ~~they~~acquisitions ~~may~~of ~~exert~~companies aoperating ~~substantial~~in ~~influence~~or onproviding ~~actions~~services ~~requiring~~to avarious ~~stockholder~~industries. ~~vote,~~Many ~~potentially~~of inthese acompetitors ~~manner~~possess ~~that you~~similar door ~~not~~greater ~~support~~technical, ~~including~~human ~~amendments to our amended~~ and ~~restated~~other ~~certificate~~resources ofto ~~incorporation.~~ours ~~Further,~~or ~~pursuant~~more tolocal aindustry ~~letter agreement~~knowledge ~~with~~than ~~our sponsor,~~ we ~~have~~do ~~agreed~~and ~~not~~our tofinancial ~~enter~~resources ~~into~~will abe ~~definitive~~relatively ~~agreement~~limited ~~regarding~~when ancontrasted ~~initial~~with ~~business~~those ~~combination without~~of ~~the~~many ~~prior written consent~~ of ~~our~~these ~~sponsor~~competitors. AsWhile ~~a result,~~ we ~~may~~believe ~~not~~there beare ~~permitted~~numerous tocandidates ~~enter~~for ~~into~~our an initial business combination ~~that~~ ~~our Board believes to be in the stockholders’ best interests. Further, for so long as any alignment shares remain outstanding,~~ we ~~may~~could ~~not,~~potentially ~~without~~acquire ~~the~~with ~~prior or written consent of~~ the ~~holders~~net ofproceeds ~~a majority~~ of ~~the~~our ~~alignment~~initial ~~shares~~public ~~then~~offering ~~outstanding, voting separately as a single class, (i) amend, alter or repeal any provision of our amended~~ and ~~restated~~the ~~certificate~~sale of ~~incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change~~ the ~~powers,~~private ~~preferences or~~placement ~~relative~~warrants, ~~participating, optional or other or special rights of~~ our ~~Class~~ability Bto ~~Shares,~~compete ~~(ii) change~~with ~~our~~respect ~~fiscal~~to ~~year, (iii) increase~~ the ~~number~~acquisition of ~~directors~~certain oncandidates ~~the~~for ~~Board,~~our ~~(iv)~~initial ~~pay~~business ~~any~~combination ~~dividends~~that orare ~~effect~~sizable ~~any~~will ~~split~~be onlimited ~~any~~by of our ~~capital~~available ~~stock~~financial orresources. ~~make any~~This ~~distributions~~inherent ofcompetitive ~~cash,~~limitation ~~securities~~gives orothers ~~any~~an ~~other~~advantage ~~property,~~in ~~(v) adopt~~pursuing ~~any~~the ~~stockholder~~acquisition ~~rights~~of ~~plan,~~certain ~~(vi)~~candidates ~~acquire~~for ~~any~~our ~~entity or~~initial business ~~with~~combination. ~~assets~~Furthermore, atwe aare ~~purchase~~obligated ~~price~~to ~~greater~~offer ~~than~~holders ~~10% or more~~ of our ~~total~~public ~~assets~~shares ~~measured in accordance with generally accepted accounting principles in~~ the ~~United~~right ~~States~~to orredeem ~~the~~their ~~accounting standards then used by us in the preparation of our financial statements, (vii) issue any~~ shares offor ~~Class~~cash ~~A common stock in excess of 5% of our Class A common stock outstanding~~ at the ~~closing~~ time of our initial ~~public~~business ~~offering~~combination orin ~~that~~conjunction ~~would~~with ~~otherwise require~~ a stockholder vote ~~pursuant~~or tovia ~~the~~a ~~rules~~tender ofoffer. ~~the~~Candidates ~~stock~~for ~~exchange on~~our ~~which~~initial ~~the~~business ~~Class~~combination Awill ~~shares~~be ~~are~~aware ~~then~~that ~~listed,~~this ~~(viii) make~~may areduce ~~rights~~the ~~offering~~resources available to ~~all~~us orfor ~~substantially~~our ~~all~~initial ~~holders~~business ofcombination. ~~any~~Any ~~class~~ of ~~our~~these ~~common~~obligations ~~stock~~may orplace ~~(ix) issue~~us ~~additional~~at ~~Class B shares. As~~ a ~~result,~~competitive ~~the~~disadvantage ~~holders~~in ofsuccessfully ~~the~~negotiating ~~alignment~~an ~~shares~~initial ~~may~~business ~~be able~~combination. toIf ~~prevent~~we usdo ~~from~~not ~~taking~~complete ~~such~~our ~~actions~~initial ~~that~~business ~~the Board believes is in our interest.~~

4828

~~If our~~Table ~~initial stockholders purchase any securities or if our initial stockholders purchase any additional shares~~ of Class A common stock in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial stockholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our shares of Class A common stock. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided into three classes, each of which will generally serve for a terms for 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 prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the initial business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors 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 initial business combination.Contents

~~We may~~combination, ~~amend~~our ~~the~~public ~~terms~~stockholders ~~of the warrants in a manner that~~ may bereceive ~~adverse~~only totheir ~~holders~~pro rata ofportion ~~public warrants. As a result, the exercise price~~ of ~~your warrants could be increased,~~ the ~~exercise~~funds ~~period~~in ~~could be shortened and~~ the ~~number~~trust ofaccount ~~shares~~that ofare ~~Class A~~available ~~common~~for ~~stock purchasable~~distribution ~~upon~~to ~~exercise~~public ofstockholders, aand ~~warrant~~our ~~could~~warrants bewill ~~decreased,~~expire ~~all without your approval~~worthless.

~~Our warrants~~If bethe ~~issued~~net inproceeds ~~registered~~of ~~form~~our ~~under~~initial apublic ~~warrant~~offering ~~agreement between Continental Stock Transfer & Trust Company, as warrant agent,~~ and ~~us. The warrant agreement provides that~~ the ~~terms~~sale of the private placement warrants ~~may~~not bebeing ~~amended~~held ~~without~~in the ~~consent~~trust ofaccount ~~any holder~~are insufficient to ~~cure~~allow ~~any~~us ~~ambiguity or~~ to ~~correct~~operate ~~any~~for ~~defective provision but requires~~ the ~~approval~~24 months byfollowing the ~~holders~~closing of atour ~~least~~initial ~~50% of the then-outstanding~~ public ~~warrants~~offering is(or ~~required~~such tolater ~~make~~date ~~any~~as ~~change~~approved ~~that~~by ~~adversely affects the interests of the registered~~ holders of ~~public warrants. Accordingly, we may amend the terms~~ of ~~the public warrants in~~ a ~~manner~~majority ~~adverse to a holder provided 50%~~ of ~~the~~ ~~holders~~shares of ~~the~~our ~~then~~ outstanding ~~public~~common ~~warrants~~stock that ~~vote~~are onvoted ~~such~~at ~~amendment~~a ~~approve~~meeting ofto extend such ~~amendment~~date, ~~after~~voting attogether ~~least~~as ~~10 days’ notice~~a ~~that~~single anclass), ~~amendment~~it iscould ~~being~~limit ~~sought.~~the ~~Although~~amount ~~our~~available ~~ability~~ to ~~amend~~fund ~~the~~our ~~terms~~search offor ~~the~~a ~~public~~target ~~warrants~~business ~~with~~or ~~the~~businesses ~~consent~~and ofour ~~at least~~ability ~~50%~~to ofcomplete ~~the~~our ~~then~~initial ~~outstanding~~business ~~public warrants is unlimited~~combination, ~~examples~~and ofwe ~~such~~will ~~amendments~~depend ~~could~~on beloans ~~amendments~~from ~~to,~~our ~~among other things~~sponsor, ~~increase~~its ~~the~~affiliates ~~exercise~~or ~~price~~members of ~~the~~our ~~warrants,~~management ~~convert~~team ~~the~~to ~~warrants~~fund ~~into~~our ~~cash~~search orand ~~stock~~to ~~(at~~complete aour ~~ratio~~initial ~~different~~business ~~than initially provided), shorten the exercise period or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant~~combination.

As of December 31, 2021, we had approximately $1.1 million in cash held outside the trust account to fund our working capital requirements. We ~~may~~ ~~redeem~~believe ~~your~~that, ~~unexpired~~upon ~~warrants~~the ~~prior~~closing of our initial public offering, the funds available to ~~their~~us ~~exercise~~outside of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for 24 months from the closing of our initial public offering or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a ~~time~~meeting to extend such date, voting together as a single class); however, we cannot assure you that our estimate is ~~disadvantageous~~accurate, and our sponsor, its affiliates or members of our management team are under no obligation to ~~you~~advance funds to us in such circumstances. Of the funds available to us, ~~thereby~~we ~~making~~expect ~~your~~to ~~warrants worthless~~use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

~~We have~~If ~~the~~we ~~ability~~are required to ~~redeem~~seek ~~the~~additional ~~outstanding~~capital, ~~public~~we ~~warrants~~would atneed ~~any~~to ~~time~~borrow ~~after~~funds ~~they~~from ~~become~~our ~~exercisable~~sponsor, ~~and~~its ~~prior~~affiliates, members of our management team or other third parties to ~~their~~operate ~~expiration, at~~or amay ~~price~~be offorced $0to liquidate.01 ~~per~~Neither ~~warrant~~our sponsor, ~~provided that~~ ~~the~~members ~~closing price~~ of our ~~shares~~management ofteam ~~Class~~nor Atheir ~~common~~affiliates ~~stock~~is ~~equals~~under orany ~~exceeds $18.00~~obligation ~~per~~to ~~share~~us ~~(as~~in ~~adjusted~~such ~~for~~circumstances. ~~adjustments~~Any tosuch ~~the~~advances ~~number~~may ofbe ~~shares~~repaid ~~issuable~~only ~~upon~~from ~~exercise~~funds orheld outside the ~~exercise~~trust ~~price~~account ofor afrom ~~warrant as~~funds ~~described~~released ~~under~~to ~~the~~us ~~heading~~upon ~~“Description~~completion of ~~Securities—Warrants—Public~~our ~~Stockholders’~~initial ~~Warrants—Anti-Dilution Adjustments”)~~business ~~for~~combination. ~~any~~Up 20to ~~trading~~$1,500,000 ~~days~~of ~~within~~such aloans 30may ~~trading-day~~be ~~period~~convertible ~~ending~~into onwarrants of the ~~third~~post-business ~~trading~~combination ~~day~~entity ~~prior~~at toa ~~proper~~price ~~notice~~ of ~~such~~$1.50 ~~redemption~~per ~~and provided that~~warrant ~~certain~~at ~~other~~the ~~conditions~~option ~~are~~of ~~met~~the lender. IfThe ~~and~~warrants ~~when~~would ~~the~~be ~~warrants~~identical ~~become~~to ~~redeemable~~the ~~by us,~~private weplacement ~~may~~warrants. ~~exercise~~Prior ~~our~~to ~~redemption~~the ~~right~~completion ~~even~~of ifour weinitial ~~are~~business ~~unable~~combination, towe ~~register~~do ornot ~~qualify~~expect ~~the~~to ~~underlying~~seek ~~securities~~loans ~~for~~from ~~sale~~parties ~~under all~~other ~~applicable~~than ~~state~~our ~~securities~~sponsor, ~~laws.~~its Asaffiliates aor ~~result,~~members weof ~~may~~our ~~redeem~~management ~~the~~team ~~warrants~~ as ~~set~~we ~~forth~~do ~~above~~not ~~even~~believe ifthird ~~the~~parties ~~holders~~will ~~are~~be ~~otherwise unable~~willing to ~~exercise~~loan ~~the~~such ~~warrants.~~funds ~~Redemption~~and ofprovide ~~the~~a ~~outstanding~~waiver ~~warrants~~against ~~could~~any ~~force~~and ~~you~~all rights to ~~(i)~~seek ~~exercise~~access ~~your~~to ~~warrants~~funds ~~and~~in ~~pay the~~our ~~exercise~~trust ~~price~~account. ~~therefor~~If atwe ahave ~~time~~not ~~when~~consummated itour ~~may~~initial bebusiness ~~disadvantageous~~combination ~~for~~within ~~you~~the torequired dotime ~~so,~~period ~~(ii)~~because ~~sell~~we ~~your~~do ~~warrants~~not athave ~~the~~sufficient ~~then-current market~~funds ~~price~~available ~~when~~to ~~you~~us, ~~might~~we ~~otherwise~~will ~~wish~~be forced to ~~hold~~cease ~~your~~operations ~~warrants~~and orliquidate ~~(iii)~~the ~~accept~~trust ~~the~~account. ~~nominal~~Consequently, ~~redemption~~our ~~price~~public ~~which,~~stockholders atmay ~~the~~only ~~time the~~receive ~~outstanding~~an ~~warrants~~estimated ~~are~~$10.00 ~~called~~per ~~for~~public ~~redemption~~share, weor ~~expect~~possibly ~~would~~less, beon ~~substantially~~our ~~less~~redemption ~~than~~of ~~the~~our ~~market~~public ~~value~~shares, ofand ~~your~~our warrants will expire worthless.

49Subsequent to 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 the price of our securities, which could cause you to lose some or all of your investment.

~~In addition~~Even if we conduct extensive due diligence on a target business with which we combine, we ~~have~~cannot ~~the~~assure ~~ability~~you tothat ~~redeem~~this ~~the~~diligence ~~outstanding~~will ~~public~~identify ~~warrants~~all atmaterial ~~any~~issues ~~time~~with ~~after~~a ~~they~~particular ~~become~~target ~~exercisable~~business, ~~and~~that ~~prior~~it would be possible to ~~their~~ ~~expiration,~~uncover atall material issues through a ~~price~~customary amount of ~~$0.10~~due ~~per~~diligence, ~~warrant~~or ~~upon~~that afactors ~~minimum~~outside of 30the ~~days’~~target ~~prior~~business ~~written~~and ~~notice~~outside of ~~redemption~~our ~~provided~~ 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 ~~other~~risks, ~~conditions~~unexpected ~~are~~risks ~~met~~may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. ~~Any~~Even ~~such~~though ~~redemption~~these charges may be non-cash items and not have ~~similar~~an ~~consequences~~immediate impact on our liquidity, the fact that we report charges of this nature could contribute to ~~a cash~~negative ~~redemption~~market ~~described~~perceptions ~~above~~about us or our securities. In addition, ~~such~~charges ~~redemption~~of this nature may ~~occur~~cause atus ato ~~time~~violate ~~when~~net ~~the~~worth ~~warrants~~or ~~are “out~~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-~~the-money~~combination debt financing. Accordingly,~~” in which~~ ~~case~~any ~~you~~holders ~~would~~who ~~lose~~choose ~~any~~to ~~potential~~retain ~~embedded~~their ~~value~~securities ~~from~~following athe ~~subsequent~~business ~~increase~~combination could suffer a reduction in the value of ~~the~~their ~~Class A~~securities. ~~common stock~~Such ~~had~~holders ~~your~~are ~~warrants~~unlikely ~~remained~~to ~~outstanding~~have a remedy for such reduction in value.

~~Our warrants may have an adverse effect on the market price of our shares of Class A common stock and make it more difficult to effectuate our initial business combination.~~29

~~Simultaneously with~~Table ~~the closing~~ of our initial public offering, we issued in a private placement an aggregate of 11,666,666 private placement warrants, including 333,333 Private Placement Warrants as a result of the underwriters’ exercise in part of their over-allotment option, each whole private placement warrant exercisable to purchase one share of Class A common stock at $11.50 per share. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors makes any working capital loans, such lender may convert those loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per private placement warrant. To the extent we issue common stock to effectuate a business transaction, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants could make us a less attractive acquisition vehicle to a candidate for our initial business combination. Such warrants, when exercised, will increase the number of issued and outstanding shares of Class A common stock and reduce the value of the shares of Class A common stock issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the candidate for our initial business combination.Contents

~~Because each~~If ~~SAILSM security~~third ~~contains~~parties ~~one-fourth~~bring ofclaims ~~one~~against ~~redeemable~~us, ~~warrant~~the ~~and~~proceeds ~~only~~held ain ~~whole~~the ~~warrant~~trust ~~may~~account could be ~~exercised,~~ reduced and the ~~SAILSM securities~~per-share redemption amount received by stockholders may be ~~worth~~ less than ~~units~~ of$10.00 ~~other~~per ~~blank~~public ~~check companies~~share.

~~Each SAILSM security~~Our ~~contains~~placing ~~one-fourth~~ of ~~one~~funds ~~redeemable~~in ~~warrant.~~the ~~Pursuant~~trust toaccount ~~the~~may ~~warrant~~not ~~agreement,~~protect nothose ~~fractional warrants~~funds ~~will~~from bethird-party ~~issued~~claims ~~upon~~against ~~separation~~us. ofAlthough ~~the~~we ~~SAILSM securities,~~will ~~and~~seek ~~only~~to ~~whole~~have ~~SAILSM securities will~~all ~~trade. If~~vendors, ~~upon~~service ~~exercise~~providers, ofprospective ~~the~~target ~~warrants,~~businesses aand ~~holder~~other ~~would~~entities bewith ~~entitled~~which towe ~~receive~~do abusiness ~~fractional~~execute ~~interest~~agreements inwith aus ~~share,~~waiving weany ~~will~~right, ~~upon~~ ~~exercise~~title, ~~round~~interest ~~down~~or claim of any kind in or to any monies held in the ~~nearest~~trust ~~whole~~account ~~number~~for the ~~number~~benefit of ~~shares~~our ofpublic ~~Class A~~stockholders, ~~common~~such ~~stock~~parties tomay benot ~~issued~~execute tosuch ~~the~~agreements, ~~warrant holder.~~or ~~This~~even isif ~~different~~they ~~from~~execute ~~other~~such ~~offerings~~agreements, ~~similar~~they tomay ~~ours~~not ~~whose units~~be ~~include~~prevented ~~one~~from ~~share~~bringing ofclaims ~~Class A~~against ~~common~~the ~~stock and~~trust ~~one~~account, ~~whole~~including, ~~warrant~~but not limited to, ~~purchase~~fraudulent ~~one~~inducement, ~~whole~~breach ~~share.~~of Wefiduciary ~~have~~responsibility ~~established~~or other similar claims, as well as claims challenging the ~~components~~enforceability of the ~~SAILSM securities~~ waiver, in ~~this~~each ~~way~~case in order to ~~reduce~~gain ~~the~~advantage ~~dilutive~~with ~~effect~~respect ofto ~~the~~a ~~warrants~~claim ~~upon~~against ~~completion~~our ofassets, aincluding ~~business combination since~~ the ~~warrants will~~funds beheld ~~exercisable~~ in the ~~aggregate~~trust ~~for~~account. ~~one~~If any third-~~fourth~~party ofrefuses ~~the~~to ~~number~~execute ofan ~~shares~~agreement ~~compared~~waiving such claims to ~~SAILSM securities~~the ~~that each~~monies ~~contain~~held ain ~~whole~~the ~~warrant~~trust toaccount, ~~purchase~~our ~~one~~management ~~whole~~will ~~share,~~perform ~~thus~~an ~~making~~analysis ~~us,~~of wethe ~~believe,~~alternatives aavailable ~~more~~to ~~attractive~~it ~~merger~~and ~~partner~~will ~~for~~only ~~target businesses.~~enter ~~Nevertheless,~~into ~~this~~an ~~SAILSM securities~~agreement ~~structure~~with ~~may~~a ~~cause~~third-party ~~our~~that ~~SAILSM securities~~has ~~to be~~not ~~worth~~executed ~~less~~a ~~than~~waiver if amanagement ~~SAILSM securities~~believes ~~included~~that asuch ~~warrant~~third-party’s engagement would be significantly more beneficial to ~~purchase~~us ~~one~~than ~~whole~~any ~~share~~alternative.

~~A provision~~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 ~~warrant~~public ~~agreement~~shares, if we have not consummated an initial business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may ~~make~~be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, our sponsor has agreed that it ~~more~~will ~~difficult~~be liable to us if and to the extent any claims by a third-party (other than our independent auditors) 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 amounts in the trust account to ~~consummate~~below anthe ~~initial~~lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations; provided that such liability will not apply to any claims by a third-party or prospective target business ~~combination~~that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

~~Unlike most~~However, ~~blank~~we ~~check~~have ~~companies,~~not ifasked ~~(x) we~~our ~~issue~~sponsor ~~additional~~to ~~shares~~reserve offor ~~Class~~such Aindemnification ~~common~~obligations, ~~stock~~nor orhave ~~equity-linked~~we ~~securities~~independently ~~for~~verified ~~capital raising~~whether ~~purposes~~our insponsor ~~connection~~has ~~with~~sufficient ~~the~~funds ~~closing~~to ofsatisfy ~~our~~its ~~initial~~indemnity ~~business~~obligations ~~combination~~and atwe abelieve ~~Newly~~that ~~Issued~~our ~~Price~~sponsor’s ofonly ~~less~~assets ~~than~~are ~~$9.20 per~~securities ~~share~~ of ~~common~~our ~~stock~~company. Therefore, ~~(ii) the~~we ~~aggregate~~cannot ~~gross~~assure ~~proceeds~~you ~~from~~that ~~such~~our ~~issuances~~sponsor ~~represent~~would ~~more~~be ~~than~~able ~~60%~~to ofsatisfy ~~the~~those ~~total~~obligations. ~~equity proceeds,~~As ~~and~~a ~~interest thereon~~result, ~~available~~if ~~for~~any ~~the~~such ~~funding~~claims ofwere ~~our~~successfully ~~initial~~made ~~business~~against ~~combination on~~ the ~~date~~trust ofaccount, the ~~consummation of~~funds available for our initial business combination ~~(net~~and of redemptions), ~~and~~could ~~(iii) the Market Value is below $9.20 per share, the exercise price of the warrants will~~ be ~~adjusted~~reduced to beless ~~equal~~than ~~to 115% of the higher of the Market Value and the Newly Issued Price, and the~~ $1810.00 per public share. ~~redemption~~In ~~trigger~~such ~~prices~~event, ~~will~~we bemay ~~adjusted~~not ~~(to the nearest cent) to~~ be ~~equal~~able to ~~180%~~complete ofour ~~the~~initial ~~higher~~business ofcombination, ~~the Market Value~~ and ~~the~~you ~~Newly~~would ~~Issued~~receive ~~Price,~~such ~~and~~lesser ~~the~~amount ~~$10.00~~ per share ~~redemption~~in ~~trigger~~connection ~~price~~with ~~will~~any beredemption ~~adjusted~~of ~~(to~~your ~~the~~public ~~nearest~~shares. ~~cent)~~None ~~to be equal to the higher~~ of ~~the~~our ~~Market~~officers ~~Value~~or ~~and~~directors ~~the~~will ~~Newly~~indemnify ~~Issued~~us ~~Price.~~for ~~This~~claims ~~may~~by ~~make~~third itparties, ~~more~~including, ~~difficult~~without ~~for~~limitation, usclaims toby ~~consummate~~vendors ~~an initial~~and ~~business~~prospective ~~combination with a~~ target ~~business~~businesses.

50Our 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.

~~A market~~In ~~for~~the ~~our~~event ~~securities~~that ~~may~~the ~~not~~proceeds ~~develop,~~in ~~which~~the ~~would~~trust ~~adversely~~account ~~affect~~are reduced below the ~~liquidity~~lesser of (i) $10.00 per public share and ~~price~~(ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our ~~securities~~tax obligations, 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 and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these

The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.30

~~Because we~~Table ~~must~~of ~~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.~~Contents

~~The federal~~indemnification ~~proxy~~obligations, rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the ~~same~~amount ~~financial~~of ~~statement~~funds ~~disclosure~~ in ~~connection with our tender offer documents, whether or not they are required under~~ the ~~tender~~trust ~~offer~~account ~~rules.~~available ~~These~~for ~~financial~~distribution ~~statements may be required~~ to beour ~~prepared~~public instockholders accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be ~~required~~reduced tobelow ~~be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB~~$10.00 ~~These~~per ~~financial~~public statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frameshare.

We ~~are~~ anmay ~~emerging~~not ~~growth~~have ~~company~~sufficient ~~and~~funds ato ~~smaller~~satisfy ~~reporting~~indemnification ~~company~~claims ~~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~~directors ~~less attractive to investors~~ and ~~may~~executive ~~make it more difficult to compare our performance with other public companies~~officers.

We ~~are~~ anhave ~~“emerging~~agreed ~~growth~~to ~~company”~~indemnify ~~within~~our ~~the~~officers ~~meaning~~and ofdirectors to the ~~Securities~~fullest ~~Act,~~extent aspermitted ~~modified~~ by ~~the~~law. ~~JOBS Act~~However, ~~and~~our weofficers ~~may take~~and ~~advantage~~directors ofhave ~~certain~~agreed ~~exemptions~~to ~~from~~waive ~~various~~any ~~reporting~~right, ~~requirements~~title, ~~that~~interest ~~are~~or ~~applicable~~claim toof ~~other~~any ~~public~~kind ~~companies~~in ~~that~~or ~~are not~~to ~~“emerging~~any ~~growth~~monies ~~companies,”~~in ~~including,~~the ~~but~~trust ~~not~~account ~~limited~~and to, not ~~being~~seek ~~required~~recourse toagainst ~~comply with~~ the ~~auditor~~trust ~~attestation requirements~~account offor ~~Section 404~~any ofreason ~~the~~whatsoever ~~Sarbanes-Oxley~~(except ~~Act,~~to ~~reduced~~the ~~disclosure~~extent ~~obligations~~they ~~regarding~~are ~~executive~~entitled ~~compensation~~to ~~in our~~funds ~~periodic reports and proxy statements, and exemptions~~ from the ~~requirements~~trust ofaccount ~~holding~~due ato ~~nonbinding~~their ~~advisory~~ownership ~~vote~~of onpublic ~~executive compensation~~shares). ~~and~~Accordingly, ~~stockholder approval of~~ any ~~golden~~indemnification ~~parachute~~provided ~~payments~~will ~~not~~be ~~previously~~able ~~approved.~~to Asbe asatisfied ~~result,~~by ~~our~~us ~~stockholders may~~only ~~not~~if (i) we have ~~access~~sufficient tofunds ~~certain~~outside ~~information~~of ~~they~~the ~~may~~trust ~~deem~~account ~~important.~~or We(ii) we ~~could~~consummate be an ~~emerging~~initial ~~growth~~business ~~company~~combination. ~~for~~Our upobligation to ~~five years, although~~indemnify ~~circumstances~~our ~~could~~officers ~~cause~~and usdirectors tomay ~~lose~~discourage ~~that~~stockholders ~~status~~from ~~earlier,~~bringing ~~including~~a iflawsuit ~~the~~against ~~market value of~~ our ~~shares~~officers ofor ~~Class A common~~directors ~~stock~~for ~~held~~breach ~~by non-affiliates exceeds $700 million as~~ of ~~any~~their ~~June 30~~fiduciary ~~before~~duty. ~~that~~These ~~time,~~provisions inalso ~~which~~may ~~case~~have wethe ~~would no~~effect ~~longer~~of bereducing anthe ~~emerging~~likelihood ~~growth company as~~ of ~~the~~derivative ~~following~~litigation ~~December 31.~~against ~~We cannot predict whether investors will find~~ our ~~securities~~ ~~less~~officers ~~attractive~~and ~~because~~directors, weeven ~~will~~though ~~rely~~such onan ~~these~~action, ~~exemptions.~~if Ifsuccessful, ~~some~~might ~~investors~~otherwise ~~find~~benefit ~~our~~us ~~securities~~and ~~less attractive as a result of~~ our ~~reliance~~stockholders. ~~on these exemptions~~Furthermore, ~~the~~a ~~trading~~stockholder’s ~~prices~~investment ~~of our securities~~ may be ~~lower~~adversely ~~than~~affected ~~they~~to ~~otherwise~~the ~~would~~extent ~~be, there~~we ~~may~~pay bethe acosts ~~less~~of ~~active~~settlement ~~trading~~and ~~market~~damage ~~for~~awards against our ~~securities~~officers and ~~the~~directors ~~trading~~pursuant ~~prices~~to ofthese ~~our~~indemnification ~~securities may be more volatile~~provisions.

~~Further~~If, ~~Section 102(b)(1)~~ ofafter ~~the~~we ~~JOBS~~distribute ~~Act~~the ~~exempts~~proceeds ~~emerging~~in ~~growth~~the ~~companies~~trust ~~from~~account ~~being required~~ to ~~comply~~our ~~with~~public ~~new or revised financial accounting standards until private companies (that is~~stockholders, ~~those~~we ~~that~~file ~~have not had~~ a ~~Securities~~bankruptcy ~~Act~~petition ~~registration statement declared effective~~ or doan ~~not~~involuntary ~~have~~bankruptcy apetition ~~class~~is offiled ~~securities~~against ~~registered~~us ~~under~~that ~~the~~is ~~Exchange~~not ~~Act)~~dismissed, ~~are required to comply with the new or revised financial accounting standards. The JOBS Act provides that~~ a ~~company~~bankruptcy ~~can~~court ~~elect~~may seek to ~~opt~~recover ~~out~~such ofproceeds, ~~the extended transition period~~ and ~~comply~~ ~~with~~ the ~~requirements~~members ~~that~~of ~~apply~~our toboard ~~non-emerging~~of ~~growth~~directors ~~companies~~may ~~but~~be ~~any~~viewed ~~such~~as anhaving ~~election~~breached totheir ~~opt~~fiduciary ~~out~~duties ~~is irrevocable. We have elected not~~ to ~~opt~~our ~~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~~creditors, ~~we,~~thereby asexposing ~~an emerging growth company, can adopt~~ the ~~new~~members ~~or revised standard at the time private companies adopt the new or revised standard. This may make comparison~~ of our ~~financial~~board ~~statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out~~ of ~~using~~directors ~~the~~and ~~extended transition~~us ~~period~~to ~~difficult~~claims ~~or impossible because~~ of ~~the~~punitive ~~potential differences in accounting standards used~~damages.

51If, 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 some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

~~Additionally~~If, we ~~are~~before adistributing ~~“smaller~~the ~~reporting~~proceeds ~~company” as defined~~ in ~~Item 10(f)(1)~~the oftrust ~~Regulation S-K.~~account ~~Smaller~~to ~~reporting~~our ~~companies may~~public ~~take advantage of certain reduced disclosure obligations~~stockholders, ~~including,~~we ~~among~~file ~~other~~a ~~things,~~bankruptcy ~~providing~~petition ~~only~~or ~~two years~~an ~~of audited~~involuntary ~~financial~~bankruptcy ~~statements.~~petition Weis ~~will~~filed ~~remain~~against aus ~~smaller~~that ~~reporting~~is ~~company~~not ~~until~~dismissed, the ~~last~~claims ~~day~~ of ~~the~~creditors ~~fiscal year~~ in ~~which~~such ~~(i) the market~~proceeding ~~value~~may ofhave ~~our~~priority ~~shares~~over ofthe ~~common~~claims ~~stock held by non-affiliates exceeds $250 million as~~ of ~~the prior June 30th, or (ii)~~ our ~~annual~~stockholders ~~revenues exceeded $100 million during such completed fiscal year~~ and the ~~market~~per-share ~~value~~amount ofthat ~~our~~would ~~shares of~~otherwise ~~common~~be ~~stock~~received ~~held~~ by ~~non-affiliates~~our ~~exceeds~~stockholders ~~$700 million~~in asconnection ofwith ~~the~~our ~~prior~~liquidation ~~June 30. To the extent we take advantage of such reduced disclosure obligations, it~~ may ~~also~~be ~~make comparison of our financial statements with other public companies difficult or impossible~~reduced.

~~Compliance obligations~~If, ~~under~~before distributing the ~~Sarbanes-Oxley~~proceeds ~~Act~~in ~~may~~the ~~make~~trust itaccount ~~more~~to ~~difficult~~our ~~for~~public usstockholders, towe ~~effectuate~~file a ~~business~~bankruptcy ~~combination~~petition or an involuntary bankruptcy petition is filed against us that is not dismissed, ~~require~~the ~~substantial financial~~proceeds ~~and~~held ~~management~~in ~~resources~~the trust account could be subject to applicable bankruptcy law, and ~~increase~~may ~~the~~be ~~time~~included in our bankruptcy estate and ~~costs~~subject to the claims of ~~completing~~third anparties ~~acquisition~~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.

~~Section 404 of~~If ~~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 in the event we~~ are deemed to be ~~a large accelerated filer or~~ an ~~accelerated~~ ~~filer~~investment ~~and~~company nounder ~~longer~~the ~~qualify~~Investment asCompany ~~an emerging growth company~~Act, ~~will~~ we ~~not~~may be required to ~~comply~~institute ~~with~~burdensome ~~the~~compliance ~~independent registered~~requirements ~~public~~and ~~accounting firm attestation requirement on~~ our ~~internal~~activities ~~control~~may ~~over~~be ~~financial~~restricted, ~~reporting.~~which ~~The~~may ~~fact~~make ~~that~~it wedifficult ~~are a~~for ~~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 business with which we seek to~~ complete our initial business combination ~~may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls~~. ~~The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.~~

~~Provisions in~~If ~~our~~we ~~amended~~are ~~and~~deemed ~~restated~~to ~~certificate~~be ofan ~~incorporation~~investment ~~may~~company ~~inhibit~~under athe ~~takeover~~Investment ofCompany usAct, ~~which~~our ~~could~~activities ~~limit~~may ~~the price investors might~~ be ~~willing~~restricted, ~~to pay in the future for our shares of Class A common stock and could entrench management.~~including:

~~Our amended~~● ~~and~~restrictions ~~restated~~on certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors, the ~~ability of~~nature ~~the board~~ of ~~directors to designate the terms of and issue new series of preferred stock, and potential payments owed with respect to~~ our ~~alignment~~investments; ~~shares, which may make more difficult the removal of management~~ and ~~may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.~~

~~Provisions in~~● ~~our~~restrictions ~~amended~~on ~~and~~the ~~restated~~issuance ~~certificate~~ of ~~incorporation~~securities, ~~and~~each ~~Delaware~~of ~~law~~which may ~~have~~make ~~the~~it ~~effect~~difficult offor ~~discouraging~~us ~~lawsuits~~to ~~against~~ complete our ~~directors~~initial ~~and~~business ~~officers~~combination.

~~Our amended~~In ~~and restated certificate of incorporation will require~~addition, ~~unless~~ we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, and (C) for which the Court of Chancery does not have ~~subject~~imposed ~~matter~~upon ~~jurisdiction. If~~us anburdensome ~~action is brought outside of Delaware~~requirements, ~~the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel.~~including:

~~Although we~~● ~~believe~~registration ~~this~~as ~~provision~~an ~~benefits~~investment uscompany by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with ~~federal securities laws and~~ the ~~rules and regulations thereunder.~~SEC;

5231

~~Unless we~~Table ~~consent in writing to the selection~~ of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. A court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.Contents

~~Notwithstanding the~~● ~~foregoing,~~adoption ~~our amended and restated certificate~~ of ~~incorporation will provide that the exclusive forum provision will not apply to suits brought to enforce~~ a ~~duty~~specific orform ~~liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27~~ of ~~the~~corporate ~~Exchange~~structure; ~~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.~~

~~Our warrant~~● ~~agreement~~reporting, ~~will~~record ~~designate~~keeping, ~~the~~voting, ~~courts~~proxy ofand ~~the~~disclosure ~~State~~requirements ~~of New York or the United States District Court for the Southern District of New York as the sole~~ and ~~exclusive~~other ~~forum~~rules ~~for certain types of actions~~ and ~~proceedings~~regulations that ~~may~~we beare ~~initiated~~currently bynot ~~holders~~subject ~~of our warrants, which could limit the ability of warrant holders~~ to ~~obtain a favorable judicial forum for disputes with our company~~.

~~Our warrant~~In ~~agreement~~order ~~provides~~not ~~that,~~to ~~subject~~be toregulated ~~applicable~~as ~~law,~~an ~~(i) any~~investment ~~action~~company under the Investment Company Act, ~~proceeding~~unless orwe ~~claim~~can ~~against~~qualify usfor ~~arising~~an ~~out~~exclusion, ~~of or~~we ~~relating~~must inensure ~~any~~that ~~way~~we toare ~~the~~engaged ~~warrant~~primarily ~~agreement,~~in ~~including~~a ~~under~~business ~~the~~other ~~Securities~~than ~~Act~~investing, ~~will~~reinvesting beor ~~brought~~trading of securities and ~~enforced~~that inour ~~the~~activities ~~courts of~~do ~~the~~not ~~State~~include ofinvesting, ~~New~~reinvesting, ~~York~~owning, holding or ~~the~~trading ~~United~~“investment ~~States~~securities” ~~District~~constituting ~~Court~~more ~~for~~than ~~the~~40% ~~Southern~~of ~~District~~our assets (exclusive of ~~New~~U.S. ~~York,~~government securities and ~~(ii~~cash items) ~~that~~ weon ~~irrevocably submit~~an unconsolidated basis. Our business will be to ~~such~~identify ~~jurisdiction,~~and ~~which~~complete ~~jurisdiction~~a ~~shall~~business becombination and thereafter to operate the ~~exclusive~~post-transaction ~~forum~~business or assets for ~~any~~the ~~such~~long ~~action,~~term. ~~proceeding~~We do not plan to buy businesses or ~~claim~~assets with a view to resale or profit from their resale. We ~~will waive~~do ~~any~~not ~~objection~~plan to ~~such~~buy ~~exclusive~~unrelated ~~jurisdiction~~businesses ~~and~~or ~~that~~assets ~~such~~or ~~courts~~to ~~represent~~be ana ~~inconvenient~~passive ~~forum~~investor.

~~Notwithstanding the~~We ~~foregoing,~~do ~~these~~not ~~provisions~~believe ofthat ~~the~~our ~~warrant~~principal ~~agreement~~activities will ~~not~~subject ~~apply~~us to ~~suits~~the ~~brought~~Investment toCompany ~~enforce~~Act. ~~any~~To ~~liability~~this orend, ~~duty~~the ~~created by~~proceeds held in the ~~Exchange~~trust ~~Act~~account ormay ~~any~~only ~~other~~be ~~claim~~invested ~~for~~in ~~which~~United States “government securities” within the ~~federal~~meaning ~~district~~of ~~courts~~Section 2(a)(16) of the ~~United~~Investment ~~States~~Company Act having a maturity of ~~America~~185 days ~~are~~or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the ~~sole~~Investment ~~and exclusive~~Company ~~forum~~Act which invest only in direct U.S. ~~Any~~government ~~person~~treasury orobligations. ~~entity~~Pursuant ~~purchasing~~to orthe ~~otherwise~~trust ~~acquiring~~agreement, ~~any~~the ~~interest~~trustee is not permitted to invest in ~~any~~other ofsecurities ~~our~~or ~~warrants~~assets. ~~shall~~By berestricting ~~deemed~~the investment of the proceeds to ~~have~~ ~~notice~~these ofinstruments, and toby ~~have~~having ~~consented~~a tobusiness plan targeted at acquiring and growing businesses for the ~~forum~~long-term ~~provisions~~(rather than on buying and selling businesses in ~~our~~the ~~warrant~~manner ~~agreement.~~of Ifa ~~any~~merchant ~~action~~bank or private equity fund), ~~the~~we ~~subject~~intend ~~matter~~to ofavoid ~~which is~~being deemed an “investment company” within the ~~scope~~meaning of the ~~forum~~Investment ~~provisions~~Company ofAct. ~~the~~An ~~warrant~~investment ~~agreement,~~in our securities is ~~filed~~not inintended afor ~~court~~persons ~~other~~who ~~than~~are seeking a ~~court~~return ofon ~~the~~investments ~~State~~in ofgovernment ~~New York~~securities or ~~the~~investment ~~United~~securities. ~~States~~The ~~District~~trust ~~Court~~account is intended as a holding place for funds pending the ~~Southern~~earliest ~~District~~to occur of ~~New~~either: ~~York~~ (ai) the ~~“foreign~~completion ~~action”)~~of inour initial business combination; (ii) the ~~name~~redemption of any ~~holder~~public ofshares ~~our~~properly ~~warrants,~~tendered ~~such~~in ~~holder~~connection ~~shall~~with bea ~~deemed~~stockholder vote to ~~have~~amend ~~consented~~our ~~to:~~amended and restated certificate of incorporation (xA) to modify the ~~personal~~substance ~~jurisdiction~~or timing of ~~the~~our ~~state and~~obligation ~~federal~~to ~~courts~~provide ~~located~~holders inof ~~the~~our ~~State~~shares of ~~New~~Class A ~~York~~common stock the right to have their shares redeemed in connection with ~~any~~our ~~action~~initial ~~brought~~business incombination ~~any~~or ~~such~~to ~~court~~redeem to100% ~~enforce~~of our public shares if we do not complete our initial business combination within 24 months from the ~~forum provisions~~closing of our initial public offering (anor ~~“enforcement~~such ~~action”)~~later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, ~~and~~voting together as a single class) or (yB) ~~having~~with ~~service~~respect to any other provision relating to the rights of ~~process~~holders ~~made~~of ~~upon~~our ~~such~~shares ~~warrant~~of ~~holder~~Class A incommon ~~any~~ stock; or (iii) absent our completing an initial business combination within 24 months from the closing of our initial public offering (or such ~~enforcement~~later ~~action~~date as approved by ~~service~~holders ~~upon~~of a majority of shares of our outstanding common stock that are voted at a meeting to extend such ~~warrant~~date, ~~holder’s~~voting ~~counsel~~together as a single class), our return of the funds held in the ~~foreign~~trust ~~action~~account to our public stockholders as ~~agent~~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 ~~such~~which ~~warrant~~we ~~holder~~have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

~~This choice-of-forum~~Changes ~~provision may limit a warrant holder’s ability to bring a claim~~ in alaws ~~judicial~~or ~~forum that it finds favorable for disputes with our company~~regulations, ~~which~~or ~~may discourage such lawsuits. Alternatively, if~~ a ~~court~~failure ~~were~~ to ~~find~~comply ~~this provision of our warrant agreement inapplicable or unenforceable~~ with ~~respect~~any tolaws ~~one~~and ~~or more of the specified types of actions or proceedings~~regulations, we may ~~incur additional costs associated with resolving such matters in other jurisdictions, which could materially and~~ adversely affect our business, ~~financial~~including ~~condition~~our ~~and~~ability ~~results~~to ofnegotiate ~~operations~~ and ~~result~~complete inour ainitial ~~diversion~~business ofcombination, ~~the time~~ and ~~resources~~results of ~~our management and board of directors~~operations.

~~Cyber incidents~~We orare ~~attacks~~subject ~~directed~~to atlaws usand ~~could~~regulations ~~result~~enacted inby ~~information~~national, ~~theft~~regional and local governments. In particular, ~~data~~we ~~corruption~~are required to comply with certain SEC and other legal requirements. Compliance with, ~~operational~~and ~~disruption~~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 ~~financial loss~~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, and results of operations.

~~We depend~~If onwe ~~digital~~have ~~technologies,~~not ~~including~~consummated ~~information~~an ~~systems,~~initial ~~infrastructure~~business ~~and~~combination ~~cloud~~within ~~applications~~24 months ~~and~~from ~~services,~~the ~~including~~closing ~~those~~ of ~~third~~our ~~parties~~initial ~~with~~public ~~which~~offering ~~we may deal. Sophisticated and deliberate attacks on,~~ (or ~~security~~such ~~breaches~~later ~~in,~~date ~~our~~as ~~systems~~approved orby ~~infrastructure, or~~holders ~~the~~of ~~systems~~a ormajority ~~infrastructure~~ of ~~third~~shares ~~parties or the cloud, could lead to corruption or misappropriation~~ of our ~~assets,~~outstanding ~~proprietary information~~common ~~and~~stock ~~sensitive~~that orare ~~confidential~~voted ~~data.~~at Asa anmeeting ~~early~~to ~~stage~~extend ~~company~~such ~~without~~date, ~~significant~~voting ~~investments~~together inas ~~data~~a ~~security~~single ~~protection~~class), we ~~may~~our ~~not~~public bestockholders ~~sufficiently protected against such occurrences. We~~ may ~~not~~be ~~have~~forced ~~sufficient resources~~ to ~~adequately~~wait ~~protect~~beyond ~~against, or~~such toperiod ~~investigate~~before ~~and~~redemption ~~remediate~~from ~~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~~trust ~~and lead to financial loss~~account.

53If we have not consummated an initial business combination within 24 months from the closing of our initial public offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such

Since only holders of our alignment shares will have the right to vote on the election of directors, upon the listing of our shares on Nasdaq, Nasdaq may consider us to be a “controlled company” within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.32

Filing Compare · Health Assurance Acquisition Corp.