~~Table~~falseFY0001826058NYDuring the 1st quarter of ~~Contents~~2021, the Public Warrants were transferred from Level 3 to Level 1 in the fair value hierarchy.The weighted average shares outstanding for the period from August 31, 2020 (inception) through December 31, 2020 excludes an aggregate of up to 1,687,500 Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters partially exercised their over-allotment shares on January 29, 2021; therefore, the Sponsor forfeited 437,500 Founder Shares as a result of the partial exercised of the over-allotment shares, while the remaining 1,250,000 shares were no longer subject to forfeiture and are included in the year ended December 31, 2021. On January 29, 2021 the Sponsor forfeited 437,500 Founder Shares as a result of the underwriters election to partially exercise their overallotment option.As of December 31, 2020, this number includes up to 1,687,500 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters partially exercised their over-allotment shares on January 29, 2021; therefore, the Sponsor forfeited 437,500 Founder Shares as a result of the partial exercised of the over-allotment shares, while the remaining 1,250,000 shares were no longer subject to forfeiture and are included as of December 31, 2021.This number includes an aggregate of up to 1,687,500 Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.The fair value of investments in Trust Account based on quoted market price.The fair value of derivative liabilities – Private Placement Warrants was based on a modified Black-Scholes model.The fair value of derivative liabilities – Public Warrants based on quoted market price for MIT.W as of the reporting date.The fair value of derivative forward purchase agreement was based on the forward price formula.On February 2, 2021, the IPO date, the over-allotment option was partially exercised 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~~UNITED~~Table ~~STATES~~of Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~10-K~~D.C. 20549

~~☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~FORM 10-K

~~For~~☒ ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December 31,~~SECTION ~~2020~~13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

☐For ~~TRANSITION~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~December 1331, OR2021 ~~15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~☐ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from~~TO toSECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~MASON~~For ~~INDUSTRIAL~~the ~~TECHNOLOGY,~~transition ~~INC.~~period from _____ to _____

~~(Exact~~MASON ~~name~~INDUSTRIAL ofTECHNOLOGY, ~~registrant~~INC. ~~as specified in its charter)~~

Delaware		001-39955		85-2856616
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

(Exact name of registrant as specified in its charter)

110 East 59th Street New York, NY	10022
Delaware	001-39955	85-2856616
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)

Registrant’s telephone number, including area code: (212) 771-1200


110 East 59th Street New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

~~Not Applicable~~ (212) 771-1200

~~(Former~~Not ~~name~~Applicable ~~or former address, if changed since last report)~~

~~Securities~~(Former ~~registered~~name ~~pursuant~~or toformer ~~Section 12(b)~~address, ofif ~~the~~changed ~~Act:~~since last report)

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock	MIT.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	MIT	New York Stock Exchange
Redeemable warrants exercisable for one share of Class A common stock at an exercise price of $11.50	MIT.W	New York Stock Exchange

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

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


Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant to purchase one share of Class A common stock	MIT.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	MIT	New York Stock Exchange
Redeemable warrants exercisable for one share of Class A common stock at an exercise price of $11.50	MIT.W	New York Stock Exchange

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ifSection 12(g) ~~the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~ Act~~. Yes ☐ No ☒~~: None

Indicate by check mark if the registrant is ~~not~~a ~~required to~~well-known ~~file~~seasoned ~~reports~~issuer, ~~pursuant~~as todefined ~~Section 13~~in orRule ~~Section 15(d)~~405 of the ~~Exchange~~Securities Act. Yes ☐ No ☒

Indicate by check mark ~~whether~~if the registrant ~~(1) has~~is ~~filed~~not ~~all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 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 (1) has ~~submitted~~ ~~electronically~~filed ~~every~~all ~~Interactive~~reports ~~Data File~~ required to be ~~submitted~~filed ~~pursuant~~by toSection 13 ~~Rule~~or ~~405~~15(d) of ~~Regulation~~the ~~S-T~~Securities (§Exchange ~~232.405~~Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and (2) has been subject to such ~~files)~~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

~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non~~Regulation S-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. T (§

232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,

~~Large accelerated filer ☐ Accelerated filer ☐ Non~~a non-accelerated filer ~~☒ Smaller reporting company ☒ Emerging growth company ☒~~,

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

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 SectionRule ~~13(a)~~ 12b-2 of ~~the Exchange Act. ☐~~

the Exchange Act.

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

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ~~Yes ☒ No~~ ☐

~~The~~Indicate ~~registrant~~by ~~was~~check ~~not~~mark ~~incorporated~~whether asthe ofregistrant ~~June 30, 2020~~has filed a report on and ~~therefore~~attestation itto ~~cannot~~its ~~calculate~~management’s ~~the~~assessment ~~aggregate~~of ~~market~~the ~~value~~effectiveness of its ~~voting~~internal ~~and~~control ~~non~~over financial reporting under Section 404(b) of the Sarbanes-~~voting~~Oxley ~~common~~Act ~~equity~~(15 ~~held~~U.S.C. 7262(b)) by ~~non-affiliates~~the asregistered ofpublic ~~such~~accounting ~~date~~firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in

~~As of March~~Rule ~~15, 2021, 50,000,000 shares of Class~~12b-2 ~~A common stock, par value $0.0001, and 12,500,000 shares~~ of ~~Class B common stock, par value $0.0001, were issued and outstanding.~~

the Exchange Act). Yes ☒ No ☐

At June 30, 2021, the aggregate market value of shares held by

~~Documents Incorporated by Reference: None.~~ non-affiliates

of the registrant (based upon the closing price of such shares on the New York Stock Exchange on June 30, 2021), was approximately $503,500,000.

~~Table~~As of ~~Contents~~March 18, 2022, 50,000,000 shares of Class A common stock, par value $0.0001, and 12,500,000 shares of Class B common stock, par value $0.0001, were issued and outstanding.

~~TABLE~~Auditor OFFirm ~~CONTENTS~~ID: 688 Auditor Name:Marcum LLP Auditor Location:Hartford, CT

		PAGE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
PART I			5
Item 1.	Business		5
Item 1A.	Risk Factors		26
Item 1B.	Unresolved Staff Comments		58
Item 2.	Properties		59
Item 3.	Legal Proceedings		59
Item 4.	Mine Safety Disclosures		59
PART II			59
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		59
Item 6.	Selected Financial Data		60
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		60
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		63
Item 8.	Financial Statements and Supplementary Data		64
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		64
Item 9A.	Controls and Procedures		64
Item 9B.	Other Information		64
PART III			64
Item 10.	Directors, Executive Officers and Corporate Governance		64
Item 11.	Executive Compensation		72
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		72
Item 13.	Certain Relationships and Related Transactions, and Director Independence		74
Item 14.	Principal Accountant Fees and Services		77
PART IV			78
Item 15.	Exhibits and Financial Statement Schedules		78
Item 16.	Form 10-K Summary		79

Documents Incorporated by Reference: None.

Table of Contents

~~CERTAIN~~TABLE ~~TERMS~~OF CONTENTS

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


		Page
CAUTIONORY NOTE REGARDING FORWRAD-LOOKING STATEMENTS

PART I
Item 1.	Business		1
Item 1A.	Risk Factors		22
Item 1B.	Unresolved Staff Comments		54
Item 2.	Properties		54
Item 3.	Legal Proceedings		54
Item 4.	Mine Safety Disclosures		54

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		55
Item 6.	[Reserved]		56
Item 7.	Managements’ Discussion and Analysis of Financial Condition and Results of Operations		57
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		61
Item 8.	Financial Statements and Supplementary Data		61
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		61
Item 9A.	Controls and Procedures		62
Item 9B.	Other Information		63
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		63

PART III
Item 10.	Directors, Executive Officers and Corporate Governance		64
Item 11.	Executive Compensation		71
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		72
Item 13.	Certain Relationships and Related Transactions, and Director Independence		73
Item 14.	Principal Accountant Fees and Services		76

PART IV

Item 15.	Exhibit and Financial Statement Schedules		78
Item 16.	Form 10-K Summary		79

•i ~~“we,” “us,” “company” or “our company” are to Mason Industrial Technology, Inc.;~~

•Table ~~“common~~of ~~stock” are to our Class A common stock and our Class B common stock, collectively;~~Contents

•CAUTIONARY ~~“forward~~NOTE ~~purchase~~REGARDING ~~agreement”~~FORWARD-LOOKING ~~are~~STATEMENTS to the forward purchase agreement providing for the sale of forward purchase units by us to our sponsor in a private placement that will close concurrently with the closing of our initial business combination;

•Some of the statements contained in this Annual Report may constitute “forward-looking ~~purchase~~statements” for purposes of the federal securities” laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking ~~purchase~~statements. ~~shares~~The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking ~~purchase~~statements, ~~warrants;~~but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

• ~~“forward~~our ~~purchase~~ability ~~shares” are~~ to ~~the~~select ~~shares~~an ofappropriate ~~Class~~target Abusiness ~~common~~or ~~included in the forward purchase units~~businesses;

• ~~“forward~~our ~~purchase~~ability ~~units” are~~ to ~~the~~complete ~~units~~our toinitial bebusiness ~~issued to the sponsor pursuant to the forward purchase agreement~~combination;

• ~~“forward~~our ~~purchase~~expectations ~~warrants”~~around ~~are to~~ the ~~warrants~~performance ~~to purchase shares~~ of ~~our~~the ~~Class~~prospective Atarget ~~common~~business ~~stock~~or ~~included in the forward purchase units~~businesses;

• ~~“founder shares” are to shares of~~ our ~~Class~~success Bin ~~common~~retaining ~~stock~~or ~~initially~~recruiting, ~~purchased~~or bychanges ~~our~~required ~~sponsor~~ in, ~~a private placement prior to~~ our ~~initial public offering~~officers, ~~and~~key ~~the~~employees ~~shares~~or ofdirectors following our ~~Class~~initial Abusiness ~~common stock issued upon the conversion thereof as provided herein~~combination;

• ~~“initial~~our ~~stockholders”~~directors ~~are~~and officers allocating their time to ~~holders~~other businesses and potentially having conflicts of interest with our ~~founder~~business ~~shares~~or ~~prior~~in toapproving our initial ~~public~~business ~~offering~~combination, as a result of which they would then receive expense reimbursements;

• ~~“initial public offering” is to~~ the ~~initial~~proceeds ~~public offering~~ of ~~50,000,000 units, including~~ the ~~issuance~~forward ofpurchase ~~5,000,000~~ units asbeing aavailable ~~result~~to ~~of the underwriters’ partial exercise of their over-allotment option, which offering was consummated on February 2, 2021~~us;

• ~~“management”~~our orpotential ~~our~~ability ~~“management~~to ~~team”~~obtain ~~are~~additional financing to complete our ~~directors~~initial ~~and~~business ~~officers~~combination;

• ~~“Mason~~our ~~Capital”~~pool ~~are to Mason Capital Management LLC, an affiliate~~ of ~~the~~prospective ~~managing~~target ~~member of our sponsor~~businesses;

• ~~“private~~the ~~placement~~ability ~~warrants”~~of ~~are~~our todirectors ~~the~~and ~~warrants~~officers ~~issued~~ to ~~our~~generate ~~sponsor in~~ a ~~private~~number ~~placement simultaneously with the closing~~ of ~~our~~potential ~~initial~~acquisition ~~public offering~~opportunities;

• ~~“public shares” are to shares of~~ our ~~Class A common stock sold as part of the units in our initial~~ public ~~offering~~securities’ ~~(whether~~liquidity ~~they~~and ~~were purchased in our initial public offering or thereafter in the open market)~~trading;

• ~~“public stockholders” are to~~ the ~~holders~~lack of ~~our~~a ~~public~~market ~~shares,~~for ~~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 each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public sharessecurities; ~~and~~

• ~~“sponsor”~~the ~~are~~use of proceeds not held in the trust account or available to ~~Mason~~us ~~Industrial~~from ~~Sponsor,~~interest ~~LLC,~~income aon ~~Delaware~~the ~~limited~~trust ~~liability~~account ~~company.~~balance;

~~Each~~• ~~unit consists of one share of Class A common stock and one-third of one redeemable warrant for each unit purchased. Each whole warrant entitles~~ the ~~holder~~trust ~~thereof~~account tonot ~~purchase~~being ~~one share of our Class A common stock at a price of $11.50 per share,~~ subject to ~~adjustment~~claims ~~as described in this Report, and only whole warrants are exercisable. No fractional warrants will be issued upon separation~~ of ~~the~~third ~~units~~parties; ~~and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive~~ or ~~trade a whole warrant.~~

~~Registered~~• ~~trademarks~~our ~~referred~~financial toperformance infollowing ~~this~~our ~~Report~~initial ~~are~~public ~~the property of their respective owners~~offering.

3The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or 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 in “Item 1A. 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.

~~Table~~ii ~~of Contents~~

~~CAUTIONARY~~Table ~~NOTE~~of ~~REGARDING FORWARD-LOOKING STATEMENTS~~ Contents

~~Some~~PART ofI the statements contained in this Report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:

•ITEM ~~our~~1. ~~ability to select an appropriate target business or businesses;~~BUSINESS

In this Annual Report on Form

~~• our ability to complete our initial business combination;~~10-K

(the “Annual Report”), references to the “Company” and to “we,” “us,” and “our” refer to Mason Industrial Technology, Inc.

•Overview ~~our expectations around the performance of the prospective target business or businesses;~~

•We ~~our~~are ~~success~~a inblank ~~retaining~~check orcompany ~~recruiting~~incorporated as a Delaware corporation and formed for the purpose of effecting a merger, orcapital ~~changes~~stock ~~required~~exchange, inasset acquisition, ~~our~~stock ~~officers~~purchase, ~~key~~reorganization ~~employees~~or similar business combination with one or ~~directors~~more ~~following~~businesses, which we refer to throughout this Annual Report as our initial business combination;.

•Business ~~our~~Strategy directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

•We currently intend to concentrate our efforts in identifying businesses in the ~~proceeds~~industrial oftechnology, advanced materials or specialty chemicals industries (collectively, “Advanced Industrials”). A common theme across these sectors is the ~~forward~~application ~~purchase~~of ~~units~~technology ~~being~~to ~~available~~make industrial processes more profitable, faster, more sustainable, less capital-intensive and less complex. Specifically, we intend to ~~us;~~identify businesses that apply innovative technology to engineering, production, assembly and manufacturing. These innovations include a wide range of automation, analytics and productivity tools, as well as control systems, high precision technologies, sustainability technologies, high performance computing and robotics. These technologies enable companies to confront numerous challenges inherent in their daily operations, such as rising wage rates, globalization, increased regulation, higher quality standards, heightened focus on sustainability and tighter timelines. We are also interested in companies that participate in market segments that are adjacent to Advanced Industrials. We believe that there are many potential targets within Advanced Industrials that could become attractive public companies. These potential targets exhibit a broad range of business models and financial characteristics, with enterprise values ranging between $1 billion and $3 billion. They span a wide continuum that includes both high growth emerging companies and mature businesses with established growth profiles, recurring revenues and strong cash flows. They are generally characterized by strong intellectual property, differentiated product offerings, compelling customer value propositions and corporate cultures that are data-driven and innovative.

•Our ~~our~~sponsor ~~potential~~is ~~ability~~affiliated towith ~~obtain~~and ~~additional~~controlled ~~financing~~by toMason ~~complete~~Capital, a registered investment adviser under the Investment Advisers Act of 1940, as amended, which was established in 2000 and had over $1.7 billion of assets under management as of December 31, 2021. Mill Rock Capital, LLC, a newly formed entity controlled by Adi Pekmezovic and Christopher D. Whalen (Managing Partners of Great Mill Rock LLC dba Mill Rock Capital and its affiliates, “Mill Rock Capital” and together with Mill Rock Capital, LLC, “MRC Industrial Partners”) owns a minority interest in the sponsor. The other members of our ~~initial~~investment and advisory team described below, each of whom also has significant business ~~combination;~~experience investing in well-positioned middle market industrial businesses in North America, each have a direct or indirect economic or equity interest in Mill Rock Capital, LLC.

•Our ~~our~~investment ~~pool~~and advisory team supporting the leadership team and the board is comprised of ~~prospective~~seven ~~target~~corporate ~~businesses;~~finance and operating executives who bring an average of 20 years of operating and investing experience that includes more than 40 transactions and $3 billion of capital deployed. Our investment and advisory team members have played leading roles in helping build and grow profitable public and private enterprises, both organically and through acquisitions, to create value for stockholders.

•Our Chairman, Michael E. Martino, is the ~~ability~~founder of ~~our~~Mason ~~directors~~Capital and ~~officers~~a todirector ~~generate~~of aATS ~~number~~Automation ofTooling ~~potential~~Systems ~~acquisition~~Inc., ~~opportunities;~~an industry-leading automation solutions provider listed on the Toronto Stock Exchange (TSX: ATS) in which Mason Capital is a significant stockholder.

• ~~our~~Mason ~~public~~Capital ~~securities’~~brings ~~liquidity~~more than two decades of investment experience in the Advanced Industrials sector and ~~trading;~~as an active participant in public markets.

• ATS Automation is a key player in the ~~lack~~automation ofindustry and evaluates a ~~market~~significant ~~for~~number ~~our~~of ~~securities;~~potential transactions every year.

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

•Table ~~the trust account not being subject to claims~~ of ~~third parties; or~~Contents

•Philip Whitehead, who became our ~~financial~~Vice ~~performance~~Chairman ~~following~~at the consummation of our initial public offering, was previously head of European Mergers and Acquisitions for the Danaher Corporation, a global science and technology company, and has spent more than 30 years with the Danaher Corporation sourcing Advanced Industrials transactions.

Our Chief Executive Officer and Director, Edward A. Rose III, was the architect, President, and Executive Vice President

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. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward the spin-~~looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Item 1A. Risk Factors.” Should one or more~~ off 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. Ingevity

Corp., a leading global manufacturer of specialty chemicals and high performance activated carbon materials, from MeadWestvaco Corporation.

4Our team possesses an extensive network of industry relationships which includes founders, executives, customers, suppliers and advisors, with whom our team has experience of investing in, managing and operating Advanced Industrials companies.

~~Table~~We are not, however, required to complete our initial business combination with an Advanced Industrials business and, as a result, we may pursue a business combination outside of ~~Contents~~this industry. We are seeking to acquire mature businesses that we believe are fundamentally sound, yet which could benefit from additional financial, operational, strategic or managerial resources to achieve maximum value potential. We are also targeting earlier stage, yet established, companies that exhibit the potential to disrupt the market segments in which they participate through innovation and which offer the potential of sustained high levels of revenue growth.

~~PART~~Our IFounders

~~ITEM~~Our 1.Leadership ~~BUSINESS~~Team, Board of Directors

~~Overview~~Our leadership team is led by Chairman Michael E. Martino, Vice-Chairman Philip B. Whitehead, Edward A. Rose III, our Chief Executive Officer, and Derek Satzinger, our Chief Financial Officer. Our leadership team is supported by our investment and advisory team, as further described below.

Edward A. Rose III is our Chief Executive Officer and a director on our board of directors. Mr. Rose has been a Senior Partner of Mill Rock Capital, a growth and operations oriented private investment firm that invests in well-positioned middle market industrial businesses in North America, since 2018. Mr. Rose has also served as Chairman of Mill Rock Packaging Partners, a specialty packaging growth platform, since 2020. From 2016 to 2017, Mr. Rose served as Executive Vice President and President of the Performance Chemicals segment of Ingevity Corp. Mr. Rose previously served as President of WestRock’s (previously Westvaco’s, and later, MeadWestvaco’s) Specialty Chemicals Division, a position he held from 2009 to 2016. From 2002 to 2009, he served as Vice President, Resins Polymers and Coating for MeadWestvaco. Over the course of 31 years with the business, Mr. Rose has led teams in business development and strategy, including new

~~We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger~~product development, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. We consummated our initial public offering bolt-on ~~February~~ ~~2, 2021.~~ acquisitions and

strategic alliances. He holds a Bachelor of Science degree in Civil Engineering from Clemson University.

WeDerek ~~currently~~Satzinger ~~intend~~is ~~to concentrate~~ our ~~efforts~~Chief ~~in identifying~~Financial ~~businesses~~Officer inand ~~the~~a ~~industrial~~director ~~technology,~~on ~~advanced~~our ~~materials~~board orof ~~specialty~~directors. ~~chemicals industries (collectively, “Advanced Industrials”)~~Mr. Satzinger Ahas ~~common~~served ~~theme~~as ~~across~~Chief ~~these~~Financial ~~sectors~~Officer ~~is the application~~ of ~~technology~~Mason toCapital ~~make~~since ~~industrial processes~~2012. ~~more~~Prior ~~profitable,~~to ~~faster,~~becoming ~~more sustainable~~CFO, ~~less capital-intensive and less complex~~Mr. Satzinger ~~Specifically,~~served weas ~~intend~~Mason toCapital’s ~~identify~~Controller ~~businesses~~from ~~that~~2006 ~~apply innovative technology~~ to ~~engineering, production, assembly and manufacturing~~2012. ~~These~~Before ~~innovations include~~joining aMason ~~wide range of automation~~Capital, ~~analytics~~from ~~and~~2003 ~~productivity~~to ~~tools~~2005, asMr. Satzinger ~~well~~worked asat ~~control~~BDO ~~systems~~Seidman, ~~high~~LLP ~~precision~~(“BDO”) ~~technologies, sustainability technologies, high performance computing and robotics. These technologies enable companies to confront numerous challenges inherent~~ in their ~~daily~~financial ~~operations,~~services ~~such~~division aswhere ~~rising~~his ~~wage~~client ~~rates,~~base ~~globalization,~~consisted ~~increased~~of ~~regulation,~~large ~~higher~~hedge ~~quality~~funds ~~standards, heightened focus on sustainability~~ and ~~tighter timelines~~broker/dealers. WePrior ~~are~~to ~~also~~BDO, ~~interested~~from in2000 ~~companies that participate in market segments that are adjacent~~ to ~~Advanced~~2004, ~~Industrials~~Mr. Satzinger Weworked ~~believe~~as ~~that there are many potential targets within Advanced Industrials that could become attractive public companies. These potential targets exhibit~~ a ~~broad~~staff ~~range~~accountant ~~of business~~at ~~models~~Raich, ~~and financial characteristics~~Ende, ~~with enterprise values ranging between $1~~Malter ~~billion~~& ~~and~~Company, ~~$3 billion~~LLP. ~~They~~He ~~span~~graduated afrom ~~wide~~Hofstra ~~continuum~~University ~~that~~in ~~includes~~May ~~both~~2000 ~~high growth emerging companies and mature businesses~~ with ~~established~~a ~~growth profiles,~~BBA ~~recurring~~in ~~revenues and strong cash flows~~Accounting. ~~They are generally characterized by strong intellectual property, differentiated product offerings, compelling customer value propositions and corporate cultures that are data-driven and innovative.~~

~~Our~~Michael ~~sponsor~~E. Martino is ~~affiliated~~the ~~with~~Chairman ~~and~~of ~~controlled~~our byboard ~~Mason~~of ~~Capital,~~directors. aMr. Martino ~~registered~~is ~~investment~~a ~~adviser~~founder ~~under~~and ~~the~~principal ~~Investment Advisers Act~~ of ~~1940,~~Mason ~~as amended~~Capital, ~~which~~founded ~~was established~~ in 2000, ~~and~~where ~~had~~he ~~over~~led ~~$1.3 billion~~the creation of ~~assets~~a ~~under~~multi-billion-dollar ~~management~~hedge asfund ofactive ~~December 31,~~in ~~2020.~~public ~~Mill~~company, ~~Rock~~private ~~Capital~~company, ~~LLC~~event-driven, acredit, ~~newly~~shareholder ~~formed~~activism ~~entity~~and ~~controlled~~distressed byinvestments. ~~Adi~~Mr. Martino ~~Pekmezovic~~began ~~and~~his ~~Christopher~~investment D.career ~~Whalen~~at ~~(Managing~~Oppenheimer & ~~Partners~~Company ~~of Great~~in ~~Mill~~1993, ~~Rock~~where ~~LLC~~he ~~dba~~allocated ~~Mill~~both ~~Rock~~internal ~~Capital~~ and ~~its~~external ~~affiliates,~~capital ~~“Mill~~in ~~Rock~~an ~~Capital”~~event-driven ~~and~~strategy; ~~together~~he ~~with~~ended ~~Mill~~his ~~Rock~~tenure ~~Capital,~~at ~~LLC,~~Oppenheimer ~~“MRC~~in ~~Industrial~~1998 ~~Partners”)~~as ~~owns~~Executive aDirector, ~~minority~~Risk ~~interest~~Arbitrage. inHe ~~the~~began ~~sponsor.~~his ~~The~~business ~~other~~career ~~members~~at ofGE ~~our~~Capital ~~investment and~~Corporation, ~~advisory~~from ~~team~~1985 ~~described~~to ~~below~~1993, ~~each~~where ofhe ~~whom~~held ~~also~~positions ~~has~~in ~~significant~~information systems and business ~~experience~~analysis. ~~investing~~Mr. Martino’s infunds ~~well-positioned~~have ~~middle~~been ~~market~~significant ~~industrial~~and ~~businesses~~influential inshareholders ~~North~~of ~~America~~two publicly traded companies, ~~each~~Spar ~~have~~Aerospace aLtd, ~~direct~~which orwas ~~indirect~~sold ~~economic~~to orL3 ~~equity~~Communications, ~~interest~~and inATS ~~Mill~~Automation ~~Rock Capital,~~Tooling ~~LLC~~Systems Inc.

~~Our~~2 investment and advisory team supporting the leadership team and the board is comprised of seven corporate finance and operating executives who bring an average of 20 years of operating and investing experience that includes more than 40 transactions and $3 billion of capital deployed. Our investment and advisory team members have played leading roles in helping build and grow profitable public and private enterprises, both organically and through acquisitions, to create value for stockholders.

~~Our~~Table ~~Chairman, Michael E. Martino, is the founder~~ of Mason Capital and a director of ATS Automation Tooling Systems Inc., an industry-leading automation solutions provider listed on the Toronto Stock Exchange (TSX: ATS) in which Mason Capital is a significant stockholder. Contents

•(“ATS ~~Mason~~Automation”) ~~Capital~~(TSX: ~~brings~~ATS). ~~more~~At ~~than~~ATS ~~two~~Automation, ~~decades~~he ofhas ~~investment~~positioned ~~experience~~the incompany ~~the~~for ~~Advanced~~both ~~Industrials~~organic ~~sector~~growth and as an active ~~participant~~consolidator in ~~public~~the ~~markets~~custom automation industry. ATS Automation has completed the acquisition of nine companies during his tenure. Mr. Martino graduated from Fairfield University with a degree in Political Science and earned a Master’s degree in Business Administration in Finance from New York University’s Stern School of Business.

Philip B. Whitehead is the Vice-Chairman of our board of directors. He is a Vice President at the Danaher Corporation (“Danaher”), a global science and technology company, and Chairman Emeritus of Danaher’s European Board. Since joining Danaher in 1992, Mr. Whitehead has held a number of executive and operational roles beginning with Managing Director of Veeder Root Europe, a division of Danaher. In his current position, he leads Danaher’s mergers and acquisition activity in Europe and supports the corporation’s growth initiatives in selected high growth markets. Earlier in his career, Mr. Whitehead worked in senior sales and marketing roles, including Brand Manager at the Proctor & Gamble Company from 1971 to 1975, Deputy National Sales Manager at Hovis Marketing from 1976 to 1978 and Product and Sales Manager at Unilever from 1978 to 1984. He also operated Whitehead Associates Consultants, his own management consultancy business, from 1984 to 1988. Mr. Whitehead is currently a director of ATS Automation (TSX: ATS) and served as

~~• ATS Automation is~~ a ~~key player in the automation industry and evaluates a significant number of potential transactions every year.~~ non-executive director

of Hampshire Hospitals Foundation Trust from 2012 to 2019. Mr. Whitehead has a Diploma in Marketing, Accounting and Finance from Bournemouth College, UK.

~~Philip~~Diane ~~Whitehead,~~M. ~~who~~Parisi ~~became~~is a director on our ~~Vice~~board ~~Chairman~~of atdirectors. Ms. Parisi has served as a Senior Principal of Mill Rock Capital since 2018. She is the ~~consummation~~former Global Vice President of ~~our~~Procurement ~~initial~~for ~~public~~Flint ~~offering~~Group, ~~was previously~~where ~~head~~she ofserved ~~European~~from ~~Mergers~~2003 to 2018, and ~~Acquisitions~~former Global Director of Research and Development for Flint Ink, where she served from 1993 to 2003. Flint Group was one of the ~~Danaher~~largest ~~Corporation,~~suppliers ato ~~global~~the ~~science~~printing and ~~technology~~packaging ~~company,~~industries ~~and~~worldwide. ~~has~~She ~~spent~~holds ~~more~~a ~~than~~Bachelor 30of ~~years~~Science ~~with~~degree ~~the~~in ~~Danaher~~Printing ~~Corporation~~and ~~sourcing~~Marketing ~~Advanced~~from ~~Industrials~~Western ~~transactions~~Michigan University.

5James L. Bauman is director on our board of directors. Mr. Bauman most recently led the Industrial Business Group at the 3M Company (“3M”) as Executive Vice President from 2017 through 2019. He previously led the Global Electronics and Energy business of 3M from 2015 through 2017. Prior to this, Mr. Bauman held various executive and operational roles at 3M leading business transformation in the Americas and managing 3M’s Asia business, including Senior Vice President of Asia from 2012 through 2015, Vice President of Electronics, Advanced Film from 2008 through 2012 and Vice President of Automotive Products from 2005 through 2008. He graduated from Marquette University with a Bachelor of Science degree in Mechanical Engineering.

~~Table~~William B. Plummer is a director on our board of ~~Contents~~directors. Mr. Plummer has served as Senior Advisor to Mill Rock Capital since 2019. From 2008 through 2018, Mr. Plummer served as executive vice president and chief financial officer of United Rentals, Inc. Before joining United Rentals, Inc., Mr. Plummer served as chief financial officer of Dow Jones & Company, Inc., where he set policy for global finance and corporate strategy, from September 2006 to December 2007. Prior to Dow Jones & Company, from 2000 to 2006, Mr. Plummer was vice president and treasurer of Alcoa Inc., where he was responsible for global treasury policy and relationship management with commercial and investment banks. He also held several executive positions at Mead Corporation, including president of its Gilbert Paper division from June 2000 to October 2000, vice president of corporate strategy & planning from 1998 to 2000 and treasurer from 1997 to 1998. Prior to joining Mead Corporation, Mr. Plummer served as vice president at General Electric Capital Corporation, the financial services subsidiary of General Electric, from 1995 to 1997. Mr. Plummer also serves on the board of directors of Waste Management, Inc., Global Payments Inc., NESCO Specialty Rentals, Cisco Industrial Services and Venture Metals International. Mr. Plummer holds degrees in aeronautics and astronautics from the Massachusetts Institute of Technology, and a Master of Business Administration degree from Stanford University’s Graduate School of Business.

~~Our~~Marshall ~~Chief~~Clement ~~Executive~~“Mark” ~~Officer~~Sanford, ~~and~~Jr. ~~Director,~~is ~~Edward~~a Adirector on our board of directors. ~~Rose~~Mr. Sanford ~~III,~~is ~~was~~a ~~the~~former ~~architect,~~governor ~~President,~~of South Carolina and ~~Executive Vice~~a ~~President~~former member of the ~~spin-off~~ U.S. House of ~~Ingevity~~Representatives. ~~Corp~~Mr., Sanford aserved ~~leading~~as ~~global~~the ~~manufacturer~~U.S. representative for South Carolina’s 1st congressional district from 1995 to 2001 and served as Governor of ~~specialty~~South ~~chemicals~~Carolina from 2003 until 2011. He subsequently served in Congress from 2013 to 2019. Mr. Sanford founded Norton and ~~high~~Sanford ~~performance~~Real ~~activated~~Estate ~~carbon~~Investment, ~~materials~~a leasing and brokerage company, in 1992. Mr Sanford graduated from ~~MeadWestvaco~~Furman ~~Corporation~~University in 1983 and University of Virginia with an MBA in 1988.

~~Our~~3 team possesses an extensive network of industry relationships which includes founders, executives, customers, suppliers and advisors, with whom our team has experience of investing in, managing and operating Advanced Industrials companies.

WeTable ~~are not, however, required to complete our initial business combination with an Advanced Industrials business and, as a result, we may pursue a business combination outside~~ of this industry. We are seeking to acquire mature businesses that we believe are fundamentally sound, yet which could benefit from additional financial, operational, strategic or managerial resources to achieve maximum value potential. We are also targeting earlier stage, yet established, companies that exhibit the potential to disrupt the market segments in which they participate through innovation and which offer the potential of sustained high levels of revenue growth. Contents

~~Our~~Pamela ~~Founders~~Chepiga is a director on our board of directors. Ms. Chepiga was most recently a Partner in the US litigation group of the law firm of Allen & Overy LLP, from 2004 to 2019. She served on the firm’s eight partner Global Board from 2018 to 2019. Ms. Chepiga specializes in regulatory, civil and criminal litigation in the financial services area. Before joining Allen & Overy LLP, from 1998 to 2003, Ms. Chepiga was the founding director of the Securities Arbitration Clinic at Fordham University School of Law. Prior to that position, from 1985 to 1992, she was a Partner at the law firm of Cadwalader, Wickersham & Taft LLP, having joined the firm as a Special Counsel in 1984. From 1982 to 1984, she served as the Chief of the Securities and Commodities Fraud Task Force in the United States Attorney’s Office of the Southern District of New York. Ms. Chepiga graduated from Fordham College in 1970 and Fordham University School of Law in 1973.

Our ~~Leadership~~Investment ~~Team,~~and ~~Board~~Advisory ofTeam ~~Directors~~

~~Our leadership~~We have assembled an experienced investment and advisory team isto ~~led~~assist byin ~~Chairman~~the ~~Michael~~sourcing, E.evaluation, ~~Martino~~due diligence, ~~Vice~~deal execution, and post-~~Chairman~~closing ~~Philip~~strategic B.involvement ~~Whitehead,~~of ~~Edward~~a Apotential transaction. ~~Rose~~Our ~~III~~strategy, ~~our~~as ~~Chief~~further ~~Executive~~described ~~Officer~~below, is predicated on finding a business combination partner where we can define and ~~Derek~~present ~~Satzinger,~~to our ~~Chief~~investors ~~Financial~~a ~~Officer~~clear, executable plan to drive long-term stockholder value creation through our collective experience. ~~Our~~We ~~leadership~~believe ~~team~~the isoperational ~~supported~~expertise byof our investment and advisory team is a differentiating element of our approach, aswhich ~~further~~gives ~~described~~us ~~below~~the opportunity to pursue potential business combination targets in several industry sectors where we have expertise, and increases our likelihood of finding and completing a suitable business combination.

~~Edward~~We A.believe ~~Rose~~that ~~III~~having isa ~~our~~highly ~~Chief~~experienced ~~Executive~~investment ~~Officer~~ and aadvisory ~~director~~team onincluding ~~our~~advisors ~~board~~from ofmultiple ~~directors.~~subsectors ~~Mr. Rose has been a Senior Partner~~ of ~~Mill~~the ~~Rock Capital, a growth and operations oriented private investment firm that invests in well-positioned middle market~~ industrial ~~businesses~~sector inincreases ~~North~~the ~~America,~~potential ~~since~~for ~~2018. Mr. Rose has also served as Chairman of Mill Rock Packaging Partners,~~ a ~~specialty~~successful ~~packaging~~initial ~~growth~~business ~~platform, since 2020~~combination. ~~From 2016~~Our toinvestment ~~2017, Mr. Rose served as Executive Vice President~~ and ~~President~~advisory ofteam ~~the~~consists ~~Performance Chemicals segment~~ of ~~Ingevity~~Adi ~~Corp. Mr. Rose previously served as President of WestRock’s (previously Westvaco’s~~Pekmezovic, ~~and~~Christopher ~~later,~~D. ~~MeadWestvaco’s) Specialty Chemicals Division~~Whalen, aJeffrey ~~position he held from 2009 to 2016~~W. ~~From 2002 to 2009~~Long, heEric ~~served as Vice President~~Byun, ~~Resins~~Eric ~~Polymers and Coating for MeadWestvaco~~G. ~~Over~~Popham ~~the course of 31 years with the business, Mr. Rose has led teams in business development~~ and ~~strategy,~~Matthew ~~including new product development, bolt-on acquisitions and strategic alliances~~P. ~~He holds a Bachelor of Science degree in Civil Engineering from Clemson University~~McDermott.

Adi Pekmezovic

~~Derek Satzinger~~ is ~~our Chief Financial Officer and~~ a ~~director on our board of directors. Mr.~~ ~~Satzinger has served as Chief Financial Officer of Mason Capital since 2012. Prior to becoming CFO, Mr.~~Co-Founder Satzinger served as Mason Capital’s Controller from 2006 to 2012. Before joining Mason Capital, from 2003 to 2005, Mr. Satzinger worked at BDO Seidman, LLP (“BDO”) in their financial services division where his client base consisted of large hedge funds and ~~broker/dealers. Prior to BDO, from 2000 to 2004, Mr.~~ ~~Satzinger worked as a staff accountant at Raich, Ende, Malter & Company, LLP. He graduated from Hofstra University in May 2000 with a BBA in Accounting.~~ Managing

Partner of Mill Rock Capital. Mr. Pekmezovic’s experience in public equity, credit, special situations, and private equity spans more than a decade, multiple industries, and substantially all facets of investing.

~~Michael E. Martino is the Chairman of our board of directors. Mr.~~Prior Martino is a founder and principal of Mason Capital, founded in 2000, where he led the creation of a multi-billion dollar hedge fund active in public company, private company, event-driven, credit, shareholder activism and distressed investments. Mr.to ~~Martino began his investment career at Oppenheimer & Company in 1993, where he allocated both internal and external capital in an event~~co-driven strategy; he ended his tenure at Oppenheimer in 1998 as Executive Director, Risk Arbitrage. He began his business career at GE Capital Corporation, from 1985 to 1993, where he held positions in information systems and business analysis. Mr.founding Martino’s funds have been significant and influential shareholders of two publicly traded companies, Spar Aerospace Ltd, which was sold to L3 Communications, and ATS Automation Tooling Systems Inc. (“ATS Automation”) (TSX: ATS). At ATS Automation, he has positioned the company for both organic growth and as an active consolidator in the custom automation industry. ATS Automation has completed the acquisition of nine companies during his tenure. Mr.Mill Martino graduated from Fairfield University with a degree in Political Science and earned a Master’s degree in Business Administration in Finance from New York University’s Stern School of Business. Rock

Capital, from 2015 through 2018, Mr. Pekmezovic was a Partner at Gamut Capital, a middle market private equity firm. Previously, Mr. Pekmezovic was a Senior Investment Analyst at Mason Capital, where he focused on credit, equity, and special situations investments across geographies and industries. Prior to joining Mason Capital, he worked at The Carlyle Group where he focused on debt and equity investments of companies in North America. Before this, Mr. Pekmezovic worked at Merrill Lynch Investment Banking. Currently, he serves on the board of directors of Grammer Industries, Cisco Industrial Services, Trojan Lithograph Corporation and Venture Metals International. He is also a board member of the Auschwitz Institute for the Prevention of Genocide and Mass Atrocities. He graduated from The George Washington University with a Bachelor of Business Administration degree with a concentration in Finance.

Christopher D.

6 Whalen is Co-Founder and Managing

Partner of Mill Rock Capital. Mr. Whalen’s experience in middle-market private equity spans more than two decades, multiple industries and substantially all facets of investing, including origination, execution and portfolio management.

~~Table of Contents~~Prior to co-founding Mill Rock

Capital, from 2016 through 2018, Mr. Whalen was a Partner at Gamut Capital, a middle market private equity firm. Previously, Mr. Whalen was Managing Director at Harvest Partners, where he worked from 1999, focusing on middle market private equity investments and leading multiple vertical strategies. Prior to joining Harvest Partners, he worked at Lehman Brothers in its Global Mergers and Acquisitions Group, focusing on transactions in North and Latin America. His primary experience is in the industrial sector, with a particular emphasis on distribution, manufacturing, industrial and technical services, construction, building products and energy. He is a director of Cisco Industrial Services, Grammer Industries, Trojan Lithograph Corporation and Venture Metals International. He is also a board member of the Auschwitz Institute for the Prevention of Genocide and Mass Atrocities. He graduated from Dartmouth College with an AB in Economics and Government.

~~Philip~~Jeffrey BW. ~~Whitehead~~Long is ~~the~~Chief ~~Vice-Chairman~~Operating ofOfficer ~~our board~~ of ~~directors.~~Plum ~~He is a Vice President at the Danaher Corporation (“Danaher”), a global science and technology company, and Chairman Emeritus of Danaher’s European Board~~Healthcare. ~~Since joining Danaher in 1992~~Previously, Mr. ~~Whitehead~~Long ~~has~~was ~~held~~ a ~~number~~Senior ~~of executive and operational roles beginning with~~ Managing Director ofat ~~Veeder~~Centerbridge ~~Root~~Partners ~~Europe,~~from a2010 ~~division~~until ~~of Danaher. In his current position~~2015, where he ~~leads~~focused ~~Danaher’s~~on ~~mergers~~improving ~~and~~portfolio ~~acquisition~~company ~~activity in Europe and supports the corporation’s growth initiatives in selected high growth markets~~operations. ~~Earlier~~ inPrior ~~his~~to ~~career~~joining Centerbridge, Mr. ~~Whitehead~~Long ~~worked~~was ina ~~senior~~Managing ~~sales~~Director ~~and marketing roles, including Brand Manager~~ at ~~the~~Vestar ~~Proctor &~~Capital ~~Gamble Company from 1971 to 1975~~Partners, ~~Deputy~~where ~~National~~he ~~Sales~~was ~~Manager~~similarly atresponsible ~~Hovis~~for ~~Marketing~~portfolio ~~from~~companies ~~1976~~across toa ~~1978~~variety ~~and~~of ~~Product and Sales Manager at Unilever from 1978 to 1984~~sectors. HeBefore ~~also operated Whitehead Associates Consultants~~that, ~~his own management consultancy business, from 1984 to 1988.~~ Mr. ~~Whitehead~~Long iswas ~~currently~~ a ~~director~~Principal ofat ~~ATS~~McKinsey ~~Automation (TSX: ATS)~~ and ~~served~~Company, ~~as a non-executive director of Hampshire Hospitals Foundation Trust from 2012 to 2019~~Inc. ~~Mr. Whitehead~~where ~~has~~he aconsulted ~~Diploma~~for CEOs in ~~Marketing,~~the ~~Accounting~~aerospace and ~~Finance~~defense, ~~from Bournemouth College~~energy, ~~UK.~~engineering

~~Diane~~4 M. Parisi is a director on our board of directors. Ms. Parisi has served as a Senior Principal of Mill Rock Capital since 2018. She is the former Global Vice President of Procurement for Flint Group, where she served from 2003 to 2018, and former Global Director of Research and Development for Flint Ink, where she served from 1993 to 2003. Flint Group was one of the largest suppliers to the printing and packaging industries worldwide. She holds a Bachelor of Science degree in Printing and Marketing from Western Michigan University.

~~James~~Table ~~L. Bauman is director on our board~~ of directors. Mr. Bauman most recently led the Industrial Business Group at the 3M Company (“3M”) as Executive Vice President from 2017 through 2019. He previously led the Global Electronics and Energy business of 3M from 2015 through 2017. Prior to this, Mr. Bauman held various executive and operational roles at 3M leading business transformation in the Americas and managing 3M’s Asia business, including Senior Vice President of Asia from 2012 through 2015, Vice President of Electronics, Advanced Film from 2008 through 2012 and Vice President of Automotive Products from 2005 through 2008. He graduated from Marquette University with a Bachelor of Science degree in Mechanical Engineering. Contents

~~William~~and B.construction ~~Plummer is~~and adiversified ~~director on our board of directors~~industries. Mr. ~~Plummer~~Long has ~~served~~previously ~~as Senior Advisor to Mill Rock Capital since 2019. From 2008 through 2018, Mr. Plummer~~ served ason ~~executive~~the ~~vice~~board ~~president and chief financial officer~~ of ~~United~~directors ~~Rentals, Inc. Before joining United Rentals, Inc., Mr. Plummer served as chief financial officer~~ of ~~Dow Jones &~~Penhall Company, Inc., where he set policy for global finance and corporate strategy, from September 2006 to December 2007. Prior to Dow Jones & Company, from 2000 to 2006, Mr. Plummer was vice president and treasurer of Alcoa Inc., where he was responsible for global treasury policy and relationship management with commercial and investment banks. He also held several executive positions at Mead Corporation, ~~including~~Consolidated ~~president of its Gilbert Paper division from June 2000 to October 2000~~Container, ~~vice~~Boart ~~president~~Longyear ~~of corporate strategy & planning from 1998 to 2000~~ and ~~treasurer~~Solo ~~from 1997 to 1998~~Cup. ~~Prior to joining Mead Corporation,~~ Mr. ~~Plummer~~Long served ason ~~vice~~active ~~president~~duty atfor ~~General~~fourteen ~~Electric~~years ~~Capital~~as ~~Corporation, the~~a ~~financial~~Cavalry ~~services~~Officer ~~subsidiary~~ of ~~General Electric, from 1995 to 1997. Mr. Plummer also serves on~~ the ~~board of directors of Waste Management, Inc~~U.~~, Global Payments Inc~~S., ~~NESCO~~Army ~~Specialty Rentals, Cisco Industrial Services~~ and ~~Venture~~graduated ~~Metals International. Mr. Plummer holds degrees in aeronautics and astronautics~~ from the ~~Massachusetts~~United ~~Institute~~States ofMilitary ~~Technology,~~Academy ~~and~~at aWest ~~Master of Business Administration degree from Stanford University’s Graduate School of Business~~Point.

~~Marshall~~Eric ~~Clement~~Byun ~~“Mark”~~was ~~Sanford, Jr. is~~ a ~~director~~Managing onDirector ~~our~~at ~~board~~The ofCarlyle ~~directors.~~Group, ~~Mr. Sanford~~where ishe ainvested ~~former~~in ~~governor~~middle-market ofprivate ~~South~~equity ~~Carolina~~transactions and adistressed ~~former member~~credit ofsituations ~~the U.S. House of Representatives. Mr. Sanford served as the U.S. representative~~ for ~~South~~nearly ~~Carolina’s~~13 ~~1st~~years ~~congressional district from 1995 to 2001 and served~~ as ~~Governor of South Carolina from 2003 until 2011. He subsequently served in Congress from 2013 to 2019. Mr. Sanford founded Norton and Sanford Real Estate Investment,~~ a ~~leasing~~member ~~and brokerage company, in 1992. Mr Sanford graduated from Furman University in 1983 and University~~ of ~~Virginia~~the ~~with~~Carlyle anStrategic ~~MBA~~Partners ~~in 1988~~team.

~~Pamela~~He ~~Chepiga~~served ~~is a director~~ on ~~our~~the ~~board~~boards of directors. ~~Ms. Chepiga~~of ~~was~~Metaldyne ~~most~~LLC, ~~recently~~Service aKing ~~Partner~~Collision inRepair ~~the~~Centers, USDynamic ~~litigation~~Precision ~~group~~Group, ofRPK ~~the~~Capital ~~law~~Partners, ~~firm~~as ~~of Allen &~~well ~~Overy~~as ~~LLP,~~other ~~from~~portfolio ~~2004 to 2019~~companies. ~~She~~Prior ~~served on the firm’s eight partner Global Board from 2018~~ to ~~2019.~~Carlyle, MsMr. ~~Chepiga~~Byun ~~specializes~~worked in ~~regulatory,~~investment ~~civil~~banking ~~and~~at ~~criminal~~Evercore ~~litigation~~Partners inand ~~the~~Salomon ~~financial~~Smith ~~services area~~Barney. ~~Before joining Allen~~Mr. &Byun ~~Overy~~graduated ~~LLP,~~ from ~~1998~~Harvard toCollege ~~2003,~~with ~~Ms. Chepiga~~an ~~was~~AB ~~the~~in ~~founding~~Applied ~~director~~Mathematics ofand ~~the Securities Arbitration Clinic at Fordham University School of Law~~Economics. ~~Prior to that position, from 1985 to 1992, she~~

7Eric G. Popham is a Senior Principal at Mill Rock Capital. He has over 30 years of experience focused on the global specialty chemical and paper/packaging markets. He was the Vice President and General Manager of Solenis North America Pulp and Paper. Previously, Mr. Popham was the Global Business Director for functional chemicals at Ashland where he led marketing, manufacturing, regulatory, pricing, and strategic alliances initiatives. Mr. Popham graduated from Miami University with a Bachelor of Science in Paper Science and Engineering and Penn State’s Smeal College Executive Management Program.

~~Table~~Matthew P. McDermott is a Vice President at Mill Rock Capital where he is responsible for all aspects of ~~Contents~~the investment process, including deal origination, due diligence, execution and financing, as well as post-closing portfolio management. Prior to joining Mill Rock Capital, Mr. McDermott spent 13 years as an investment banker at Credit Suisse, Guggenheim Partners, Jefferies and Nomura in various roles across multiple industries. He is actively involved in Mill Rock Capital’s investments in Cisco Industrial Services, Grammer Industries, Trojan Lithograph Corporation and Venture Metals International. Mr. McDermott graduated from The George Washington University with a Bachelor of Business Administration degree with a concentration in Finance.

~~was~~None ~~a Partner at the law firm~~ of ~~Cadwalader,~~our ~~Wickersham & Taft LLP~~sponsor, ~~having~~members ~~joined~~of ~~the~~our ~~firm as a Special Counsel in 1984. From 1982 to 1984~~sponsor, ~~she~~directors ~~served~~or asofficers ~~the~~has ~~Chief~~any ofpast ~~the~~experience ~~Securities~~with ~~and Commodities~~any ~~Fraud~~blank ~~Task~~check ~~Force~~companies inor ~~the~~special ~~United~~purpose ~~States~~acquisition ~~Attorney’s Office of the Southern District of New York~~companies. ~~Ms. Chepiga graduated from Fordham College in 1970 and Fordham University School of Law in 1973.~~

~~Our~~Each ~~Investment~~of our directors and ~~Advisory~~officers ~~Team~~has agreed not to become a director or officer of any other special purpose acquisition company with a class of securities registered under the Exchange Act until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months (or 30 months from the closing of our initial public offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of our initial public offering but have not completed our initial business combination within such 24 month period) after the closing of our initial public offering.

WeBusiness ~~have assembled~~Strategy an experienced investment and advisory team to assist in the sourcing, evaluation, due diligence, deal execution, and post-closing strategic involvement of a potential transaction. Our strategy, as further described below, is predicated on finding a business combination partner where we can define and present to our investors a clear, executable plan to drive long-term stockholder value creation through our collective experience. We believe the operational expertise of our investment and advisory team is a differentiating element of our approach, which gives us the opportunity to pursue potential business combination targets in several industry sectors where we have expertise, and increases our likelihood of finding and completing a suitable business combination.

WeOur ~~believe~~business ~~that~~strategy ~~having~~is ato ~~highly~~identify ~~experienced~~and ~~investment~~complete ~~and~~our ~~advisory~~initial ~~team~~business ~~including~~combination ~~advisors~~with a company that can benefit from ~~multiple subsectors~~(i) the managerial and operational experience of ~~the~~our ~~industrial~~sponsor ~~sector~~and ~~increases~~its ~~the~~members, ~~potential~~(ii) additional ~~for~~capital aand ~~successful~~(iii) access ~~initial~~to ~~business~~public ~~combination~~market securities. ~~Our~~We ~~investment~~believe that the wide network of our sponsor and ~~advisory~~management team ~~consists~~delivers ofaccess ~~Adi~~to ~~Pekmezovic,~~a ~~Christopher~~broad D.spectrum ~~Whalen,~~of ~~Jeffrey~~opportunities Wacross the Advanced Industrials landscape. ~~Long,~~This ~~Eric~~network ~~Byun,~~has ~~Eric~~been G.developed ~~Popham~~through our sponsor and ~~Matthew~~management ~~P. McDermott.~~team’s:

~~Adi~~• ~~Pekmezovic~~extensive ~~is a Co-Founder and Managing Partner of Mill Rock Capital. Mr. Pekmezovic’s~~ experience in ~~public~~both ~~equity, credit, special situations, and private equity spans more than a decade, multiple industries, and substantially all facets of~~ investing. ~~Prior to co-founding Mill~~in Rock Capital, from 2015 through 2018, Mr. Pekmezovic was a Partner at Gamut Capital, a middle market private equity firm. Previously, Mr. Pekmezovic was a Senior Investment Analyst at Mason Capital, where he focused on credit, equity, and ~~special~~operating ~~situations~~businesses ~~investments across geographies and industries. Prior to joining Mason Capital, he worked at The Carlyle Group where he focused on debt and equity investments of companies~~ in North America. Before this, Mr. Pekmezovic worked at Merrill Lynch Investment Banking. Currently, he serves on the board of directors of Grammer Industries, Cisco Industrial Services, Trojan Lithograph Corporation and Venture Metals International. He is also a ~~board~~variety ~~member~~ of the Auschwitz Institute for the Prevention of Genocide and Mass Atrocities. He graduated from The George Washington University with a Bachelor of Business Administration degree with a concentration in Finance. industries;

~~Christopher~~• D.managerial ~~Whalen is Co-Founder and Managing Partner of Mill Rock Capital. Mr. Whalen’s~~ experience in ~~middle-market~~growing private equity spans more than two decades, multiple industries and substantially all facets of investing, including origination, execution and portfolio management. Prior to co-founding Mill Rock Capital, from 2016 through 2018, Mr. Whalen was a Partner at Gamut Capital, a middle market private equity firm. Previously, Mr. Whalen was Managing Director at Harvest Partners, where he worked from 1999, focusing on middle market private equity investments and leading multiple vertical strategies. Prior to joining Harvest Partners, he worked at Lehman Brothers in its Global Mergers and Acquisitions Group, focusing on transactions in North and Latin America. His primary experience is in the industrial sector, with a particular emphasis on distribution, manufacturing, industrial and technical services, construction, building products and energy. He is a director of Cisco Industrial Services, Grammer Industries, Trojan Lithograph Corporation and Venture Metals International. He is also a board member of the Auschwitz Institute for the Prevention of Genocide and Mass Atrocities. He graduated from Dartmouth College with an AB in Economics and Government. businesses;

~~Jeffrey~~• W.experience ~~Long~~in ~~is Chief Operating Officer of Plum Healthcare. Previously~~sourcing, ~~Mr. Long was a Senior Managing Director at Centerbridge Partners from 2010 until 2015~~structuring, ~~where he focused on improving portfolio company operations. Prior to joining Centerbridge~~acquiring, ~~Mr. Long was a Managing Director at Vestar Capital Partners~~operating, ~~where he was similarly responsible for portfolio companies across a variety of sectors. Before that~~developing, ~~Mr. Long was a Principal at McKinsey and Company~~growing, ~~Inc.~~financing ~~where he consulted for CEOs in the aerospace~~ and ~~defense,~~selling energy, engineering and construction and diversified industries. Mr. Long has previously served on the board of directors of Penhall Corporation, Consolidated Container, Boart Longyear and Solo Cup. Mr. Long served on active duty for fourteen years as a Cavalry Officer of the U.S. Army and graduated from the United States Military Academy at West Point. businesses;

~~Eric~~• ~~Byun~~experience ~~was a Managing Director at The Carlyle Group, where he invested~~ in ~~middle-market~~executing ~~private equity~~ transactions ~~and~~in ~~distressed~~a ~~credit~~variety ~~situations~~of ~~for~~industries ~~nearly~~under 13varying ~~years~~economic asand afinancial ~~member~~market ofconditions; ~~the Carlyle Strategic Partners team.~~ and

8• deep relationships with customers, suppliers, current and former executives, directors and advisors of potential acquisition candidates.

~~Table~~5 ~~of Contents~~

HeTable ~~served on the boards~~ of directors of Metaldyne LLC, Service King Collision Repair Centers, Dynamic Precision Group, RPK Capital Partners, as well as other portfolio companies. Prior to Carlyle, Mr. Byun worked in investment banking at Evercore Partners and Salomon Smith Barney. Mr. Byun graduated from Harvard College with an AB in Applied Mathematics and Economics. Contents

~~Eric~~We G.expect ~~Popham~~this isnetwork awill ~~Senior~~provide ~~Principal~~our atsponsor ~~Mill~~and ~~Rock~~management ~~Capital.~~team Hewith ~~has~~a ~~over~~robust 30pipeline ~~years~~ of ~~experience~~acquisition ~~focused~~opportunities. onIn ~~the~~addition, ~~global~~we ~~specialty~~anticipate ~~chemical~~that ~~and~~qualified ~~paper/packaging markets.~~acquisition Hecandidates ~~was~~will ~~the~~be ~~Vice~~brought ~~President~~to ~~and~~our ~~General~~attention ~~Manager~~from ofvarious ~~Solenis~~unaffiliated ~~North~~sources, ~~America~~including: ~~Pulp~~private ~~and~~equity ~~Paper. Previously~~groups, ~~Mr. Popham~~investment ~~was~~banking ~~the~~firms, ~~Global~~family ~~Business Director for functional chemicals at Ashland where he led marketing~~offices, ~~manufacturing~~consultants, ~~regulatory~~accounting firms, ~~pricing,~~ ~~and~~commercial ~~strategic~~relationships ~~alliances initiatives. Mr. Popham graduated from Miami University with a Bachelor of Science in Paper Science~~ and ~~Engineering~~large ~~and~~enterprises ~~Penn~~that ~~State’s~~may ~~Smeal~~seek ~~College~~to ~~Executive~~divest ~~Management Program~~assets.

~~Matthew~~Consistent P.with ~~McDermott~~our isindustry ~~a Vice President at Mill Rock Capital where he is responsible for all aspects of the investment process~~focus, ~~including~~we ~~deal~~intend ~~origination, due~~to ~~diligence,~~target ~~execution~~Advanced ~~and~~Industrials ~~financing,~~businesses asthat ~~well~~we asconsider ~~post-closing portfolio management. Prior~~ to ~~joining~~have ~~Mill~~strong ~~Rock~~management ~~Capital~~teams, ~~Mr. McDermott~~robust ~~spent~~growth 13prospects, ~~years~~strong asintellectual ~~an investment banker at Credit Suisse~~property, ~~Guggenheim~~innovative ~~Partners, Jefferies~~ and ~~Nomura~~data-driven ~~in various~~cultures ~~roles across multiple industries. He is actively involved in Mill Rock Capital’s investments in Cisco Industrial Services, Grammer Industries, Trojan Lithograph Corporation~~ and ~~Venture~~that ~~Metals~~provide ~~International. Mr. McDermott graduated from The George Washington University with~~ a ~~Bachelor~~compelling ofand ~~Business~~highly ~~Administration~~differentiated ~~degree~~value ~~with~~proposition ~~a concentration~~ in ~~Finance~~the marketplace.

In addition, we believe our ability to complete an initial business combination will be enhanced by our having entered into a forward purchase agreement with our sponsor pursuant to which our sponsor will commit that it will purchase from us up to 8,000,000 forward purchase units, consisting of one share of Class A common stock (the “forward purchase

~~None~~ shares”) and one-third of ~~our sponsor, members of our sponsor, directors or officers has any past experience with any blank check companies or special purpose acquisition companies.~~ one

warrant to purchase one share of Class A common stock (the “forward purchase warrants”), for $10.00 per unit, or an aggregate amount of up to $80,000,000, in a private placement that will close concurrently with the closing of our initial business combination. The proceeds from the sale of these forward purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account and other financing are sufficient for such cash requirements, our sponsor may purchase less than 8,000,000 forward purchase units. In addition, our sponsor’s commitment under the forward purchase agreement will be subject to approval, prior to our entering into a definitive agreement for our initial business combination, of Mason Capital. The forward purchase shares will be identical to the shares of Class A common stock included in the units that were sold in our initial public offering, except that they will be subject to transfer restrictions and registration rights, as described herein. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by our sponsor or its permitted assignees and transferees.

~~Each~~Upon completion of our ~~directors and~~initial ~~officers~~public ~~has~~offering, ~~agreed~~the ~~not~~members ~~to become a director or officer~~ of ~~any~~our ~~other~~sponsor, ~~special purpose acquisition company with a class of securities registered under the Exchange Act until we have entered into a definitive agreement regarding~~ our ~~initial business~~board ~~combination~~and ~~or we have failed to complete~~ our ~~initial~~investment ~~business~~and ~~combination~~advisory ~~within~~team 24and ~~months (or 30 months from~~ the ~~closing~~members of our ~~initial~~management ~~public~~team ~~offering~~communicated ifwith wetheir ~~have~~networks ~~executed a letter~~ of ~~intent,~~relationships ~~agreement~~to inarticulate ~~principle~~the orparameters ~~definitive agreement~~ for our ~~initial~~search ~~business~~for ~~combination~~a ~~within~~target 24company ~~months~~and ~~from~~a ~~the~~potential ~~closing of our initial public offering but have not completed our initial~~ business combination ~~within~~and ~~such~~began ~~24 month period) after~~ the ~~closing~~process of ~~our~~pursuing ~~initial~~and ~~public~~reviewing ~~offering~~potential opportunities.

~~Business~~Acquisition Strategy

~~Our~~We ~~business~~seek ~~strategy is~~ to ~~identify and~~target ~~complete~~differentiated ~~our~~industrial ~~initial~~technology, ~~business~~advanced ~~combination~~materials ~~with~~or aspecialty ~~company~~chemicals ~~that~~businesses ~~can~~with ~~benefit~~defensible ~~from~~market ~~(i) the~~positions ~~managerial~~ and ~~operational~~high ~~experience~~revenue ofgrowth ~~our~~or ~~sponsor~~the ~~and~~potential ~~its~~for ~~members,~~high ~~(ii) additional~~revenue ~~capital~~growth. ~~and~~These ~~(iii) access~~businesses toare ~~public~~typically ~~market~~focused ~~securities.~~on ~~We believe that~~ the ~~wide~~development, ~~network~~application ~~of our sponsor~~ and ~~management~~commercialization ~~team~~of ~~delivers~~innovative ~~access~~technologies toin avarious ~~broad~~industrial ~~spectrum~~end ofmarkets. ~~opportunities~~We ~~across~~believe the ~~Advanced~~most ~~Industrials~~attractive ~~landscape.~~opportunities ~~This~~are ~~network~~businesses ~~has~~that ~~been~~bring ~~developed~~value ~~through~~to ~~our~~the ~~sponsor~~marketplace ~~and management team’s~~through:

• ~~extensive~~enabling ~~experience~~new inmanufacturing ~~both~~and ~~investing~~production inprocesses ~~and~~that ~~operating~~are ~~businesses~~cheaper, infaster, amore ~~variety~~reliable, ofmore ~~industries~~flexible, safer and more sustainable;

• ~~managerial~~increasing ~~experience~~automation into ~~growing~~reduce ~~businesses~~labor costs, increase control, improve quality and enhance efficiency;

• ~~experience~~improving inthe ~~sourcing~~safety, ~~structuring~~productivity, ~~acquiring,~~management ~~operating, developing, growing, financing~~ and ~~selling~~efficiency ~~businesses~~of workers;

• ~~experience~~optimizing insupply ~~executing~~chains ~~transactions~~to inminimize acost, ~~variety~~reduce ofrisk, ~~industries~~increase ~~under~~customer ~~varying~~satisfaction ~~economic~~ and ~~financial~~improve ~~market~~overall ~~conditions~~performance; ~~and~~

• ~~deep~~reducing ~~relationships~~environmental ~~with customers~~impact, ~~suppliers,~~including ~~current~~through ~~and~~greater ~~former~~energy ~~executives~~efficiency, ~~directors~~decreased waste and ~~advisors~~more ofsustainable ~~potential~~processes ~~acquisition~~or ~~candidates.~~materials; and

We• ~~expect~~offering ~~this~~“mission ~~network~~critical” ~~will~~products ~~provide~~or ~~our~~solutions ~~sponsor and management team~~ with a ~~robust~~well-defined ~~pipeline~~value ~~of acquisition opportunities. In addition~~proposition, wefor ~~anticipate~~which ~~that~~price ~~qualified~~is ~~acquisition~~not ~~candidates~~the ~~will~~primary becustomer ~~brought~~decision-making to our attention from various unaffiliated sources, including: private equity groups, investment banking firms, family offices, consultants, accounting firms, commercial relationships and large enterprises that may seek to divest assetscriterion.

Table of Contents

~~Consistent~~We ~~with~~are ~~our~~seeking ~~industry~~private ~~focus,~~companies weor ~~intend~~carve-outs tofrom ~~target~~public ~~Advanced~~companies ~~Industrials~~that ~~businesses~~embody ~~that~~the weabove ~~consider~~characteristics to and have ~~strong~~potential ~~management~~for ~~teams,~~long-term ~~robust~~organic growth. ~~prospects,~~These ~~strong~~businesses ~~intellectual~~must ~~property,~~furthermore ~~innovative~~offer ~~and~~a ~~data-driven~~compelling ~~cultures~~return ~~and~~on ~~that~~invested ~~provide~~capital aand ~~compelling~~offer ~~and~~the ~~highly~~potential ~~differentiated~~to ~~value~~generate ~~proposition~~strong, sustainable growth in cash flows over the ~~marketplace~~long-term.

InConsistent ~~addition,~~with ~~we believe~~ our ~~ability to complete an initial~~ business ~~combination will be enhanced by our having entered into a forward purchase agreement with our sponsor pursuant to which our sponsor will commit that it will purchase from us up to 8~~strategy,~~000,000~~ ~~forward~~we ~~purchase~~have ~~units,~~identified ~~consisting of one share of Class A common stock (~~the ~~“forward~~following ~~purchase~~general ~~shares”)~~ criteria and ~~one-third of~~ ~~one~~guidelines ~~warrant~~that towe ~~purchase~~believe ~~one~~are ~~share~~important ofin ~~Class A~~evaluating ~~common~~prospective ~~stock~~target ~~(the~~businesses ~~“forward~~insofar ~~purchase~~as ~~warrants”),~~they ~~for~~correlate ~~$10.00~~highly ~~per unit, or an aggregate amount of up to $80,000,000, in a private placement that will close concurrently~~ with the ~~closing~~value ofcreation ~~our~~characteristics ~~initial~~noted ~~business combination~~above. ~~The~~We ~~proceeds~~are ~~from~~using ~~the sale of~~ these ~~forward~~criteria ~~purchase~~as ~~units,~~guidelines ~~together with the amounts available to us from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us~~ in ~~connection~~evaluating ~~with~~acquisition ~~the business combination~~opportunities, ~~will~~although bewe used to satisfy the cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the trust account and other financing are sufficient for such cash requirements, our sponsor may ~~purchase~~decide ~~less than 8,000,000 forward purchase units. In addition, our sponsor’s commitment under the forward purchase agreement will be subject~~ to ~~approval,~~enter ~~prior to our entering~~ into ~~a definitive agreement for~~ our initial business combination, ofwith ~~Mason~~a ~~Capital.~~target ~~The~~business ~~forward~~that ~~purchase~~does ~~shares~~not ~~will~~meet beall ~~identical to the shares~~ of ~~Class A~~these ~~common~~criteria. ~~stock~~We ~~included~~are intargeting ~~the~~candidates ~~units~~with ~~that~~enterprise ~~were~~values ~~sold~~between in$1 billion ~~our~~and ~~initial~~$3 billion ~~public offering, except~~ that ~~they~~we ~~will~~believe: be subject to transfer restrictions and registration rights, as described herein. The forward purchase warrants will have the same terms as the private placement warrants so long as they are held by our sponsor or its permitted assignees and transferees.

~~Upon~~• ~~completion~~have ofclearly ~~our~~identifiable ~~initial public offering, the members of our sponsor, our board~~ and ~~our investment and advisory team and the members of our management team communicated with their networks of relationships~~ hard-to-replicate ~~articulate~~intellectual ~~the~~property, ~~parameters~~such ~~for~~as ~~our~~technology, ~~search~~application ~~for~~techniques ~~a target company~~ and aengineering ~~potential~~know-how, ~~business~~that ~~combination~~is ~~and~~differentiated ~~began the process of pursuing~~ and ~~reviewing~~highly ~~potential opportunities.~~ defensible;

~~Acquisition~~• ~~Strategy~~have a proven ability and sufficient capacity to continue developing technologies and products to remain at the forefront of innovation and disruption;

We• ~~seek~~serve ~~to target differentiated industrial technology~~large, ~~advanced~~growing ~~materials~~markets ~~or specialty chemicals businesses~~ with ~~defensible market positions and high revenue growth or~~ the potential for high revenue growth. These businesses are typically focused on the development, application and commercialization of innovative technologies in various industrial end markets. We believe the most attractive opportunities are businesses that bring value to ~~the~~gain ~~marketplace~~significant ~~through:~~market share;

• ~~enabling~~have ~~new~~a ~~manufacturing~~strong, ~~and~~highly ~~production~~defensible ~~processes~~market ~~that~~position ~~are~~and ~~cheaper,~~persistent ~~faster,~~competitive ~~more~~advantages ~~reliable,~~which ~~more~~create ~~flexible,~~barriers ~~safer~~to entry against new and ~~more~~existing ~~sustainable~~competitors;

• ~~increasing~~are ~~automation~~characterized toby ~~reduce~~meaningful ~~labor~~customer switching costs, ~~increase~~making ~~control~~competitive displacement a difficult, ~~improve~~costly, ~~quality~~high risk and/or ~~enhance~~time-consuming ~~efficiency~~undertaking;

• ~~improving~~have a diversified customer and end market base or have the ~~safety,~~potential ~~productivity,~~to ~~management~~develop a diversified customer and ~~efficiency~~end ofmarket ~~workers~~base;

• ~~optimizing~~are ~~supply~~positioned ~~chains~~ to ~~minimize~~endure ~~cost,~~economic ~~reduce~~downturns ~~risk~~and changes in the industry environment that may occur, ~~increase~~as ~~customer~~well ~~satisfaction~~as ~~and~~evolving ~~improve~~customer ~~overall~~and ~~performance~~supplier preferences;

• ~~reducing~~are ~~environmental~~at ~~impact,~~an ~~including~~inflection ~~through~~point ~~greater~~where ~~energy~~the ~~efficiency,~~additional ~~decreased~~management ~~waste~~expertise and ~~more~~financial ~~sustainable~~resources ~~processes~~we provide can support or ~~materials;~~accelerate ~~and~~growth;

• ~~offering~~have ~~“mission~~a ~~critical”~~clear ~~products~~path orto ~~solutions~~achieving ~~with~~high arevenue ~~well-defined~~growth ~~value~~and ~~proposition,~~attractive ~~for~~profitability ~~which~~and ~~price~~cash isflows ~~not~~over the ~~primary customer decision~~long-~~making criterion.~~term;

We• ~~are seeking private companies or carve-outs from public companies that embody the above characteristics and~~ have ~~potential for long-term organic growth. These businesses must furthermore offer~~ a ~~compelling~~strong, ~~return~~experienced onmanagement ~~invested~~team, ~~capital~~or ~~and~~represent ~~offer~~an ~~the~~effective ~~potential~~platform to ~~generate~~attract a strong, ~~sustainable~~management ~~growth in cash flows over the long-term.~~ team;

10• provide a platform for add-on acquisitions, which we believe represents an opportunity to deliver incremental stockholder value post-acquisition;

~~Table~~• ofoffer ~~Contents~~an attractive risk-adjusted return for our stockholders, with potential upside from growth in the target business and an enhanced capital structure that will outweigh any identified downside risks; and

~~Consistent~~• ~~with~~can ~~our~~benefit ~~business~~from ~~strategy,~~being wea ~~have~~publicly ~~identified~~traded ~~the~~company, ~~following general criteria and guidelines that we believe~~ are ~~important~~prepared in evaluating prospective target businesses insofar as they correlate highly with the value creation characteristics noted above. We are using these criteria as guidelines in evaluating acquisition opportunities, although we may decide to ~~enter~~be ~~into our initial business combination with~~ a ~~target~~publicly ~~business~~traded ~~that~~company, ~~does~~and ~~not~~can ~~meet~~utilize ~~all~~access ofto ~~these~~broader ~~criteria.~~capital ~~We are targeting candidates with enterprise values between $1 billion and $3 billion that we believe:~~ markets.

•These ~~have~~criteria ~~clearly~~are ~~identifiable~~not ~~and~~intended ~~hard-~~to~~-replicate~~ ~~intellectual~~be ~~property,~~exhaustive. ~~such~~Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as ~~technology~~well as other considerations, ~~application~~factors ~~techniques~~and criteria that our management may deem relevant and/or ~~engineering~~develop ~~know-how~~over time. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that isthe ~~differentiated~~target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this Annual Report, would be in the form of proxy solicitation materials or tender offer documents that we would file with the Securities and ~~highly~~Exchange ~~defensible;~~Commission (“SEC”).

In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking

~~• have a proven ability and sufficient capacity~~ to ~~continue developing technologies and products to remain at the forefront of innovation and disruption;~~ divest non-core assets or

divisions.

•7 ~~serve large, growing markets with the potential to gain significant market share;~~

•Table ~~have~~of ~~a strong, highly defensible market position and persistent competitive advantages which create barriers to entry against new and existing competitors;~~Contents

•Initial ~~are~~Business ~~characterized~~Combination ~~by meaningful customer switching costs, making competitive displacement a difficult, costly, high risk and/or time-consuming undertaking;~~

•So long as we maintain a listing for our securities on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a ~~diversified~~definitive ~~customer~~agreement ~~and~~in ~~end~~connection with our initial business combination. If our securities are no longer listed on the NYSE, we will not be obligated to satisfy such 80% test. If our board of directors is not able to independently determine the fair market ~~base~~value of the target business or ~~have~~businesses, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the ~~potential~~satisfaction of such criteria. While we consider it unlikely that our board will not be able to ~~develop~~make an independent determination of the fair market value of a ~~diversified~~target ~~customer~~business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and ~~end~~the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market ~~base;~~value of the target business meets the 80% of assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion.

•We ~~are~~anticipate ~~positioned~~structuring toour ~~endure~~initial ~~economic~~business ~~downturns~~combination ~~and~~so ~~changes~~that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the ~~industry~~equity ~~environment~~interests ~~that~~or assets of the target business or businesses. We may, ~~occur~~however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business for the post-acquisition company to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target or assets sufficient for it not to be required to register as ~~well~~an investment company under the Investment Company Act of 1940, as ~~evolving~~amended, ~~customer~~or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and ~~supplier~~us ~~preferences;~~in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for the purposes of a tender offer or for seeking stockholder approval, as applicable.

•Other ~~are~~Considerations ~~at an inflection point where the additional management expertise and financial resources we provide can support or accelerate growth;~~

•In ~~have~~evaluating a ~~clear~~prospective ~~path~~target business, we expect to ~~achieving~~conduct ~~high~~an ~~revenue~~extensive ~~growth~~due diligence review which will encompass, as applicable and ~~attractive~~among ~~profitability~~other things, meetings with incumbent management and ~~cash~~employees, ~~flows~~document ~~over~~reviews, interviews of customers and suppliers, inspection of facilities, evaluation of intellectual property and a review of financial and other information about the ~~long-term;~~target and its industry.

•We ~~have~~are not prohibited from pursuing our initial business combination with a ~~strong~~business combination target that is affiliated with our sponsor, ~~experienced~~our ~~management~~directors, our officers or our investment and advisory team or from making the acquisition through a joint venture or other form of shared ownership with our sponsor, directors, officers or ~~represent~~their affiliates. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, our directors or our officers, we, or a committee of independent directors, would obtain an ~~effective~~opinion ~~platform~~from an independent investment banking firm which is a member of the Financial Industrial Regulatory Authority, or FINRA, or an independent accounting firm that such an initial business combination is fair to ~~attract~~our company from a ~~strong~~financial ~~management~~point ~~team;~~of view. We are not required to obtain such an opinion in any other context.

•8 ~~provide a platform for add-on acquisitions, which we believe represents an opportunity to deliver incremental stockholder value post-acquisition;~~

•Table ~~offer~~of an attractive risk-adjusted return for our stockholders, with potential upside from growth in the target business and an enhanced capital structure that will outweigh any identified downside risks; andContents

•Each ~~can~~of ~~benefit~~our ~~from~~directors ~~being~~and officers may, directly or indirectly, own founder shares and/or private placement warrants and, accordingly, may have a ~~publicly~~conflict ~~traded~~of ~~company~~interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, ~~are~~such ~~prepared~~directors and officers may have a conflict of interest with respect to beevaluating a ~~publicly~~particular ~~traded~~business ~~company,~~combination if the retention or resignation of any such directors and ~~can~~officers ~~utilize~~was ~~access~~included by a target business as a condition to ~~broader~~any ~~capital~~agreement ~~markets~~with respect to our initial business combination.

Certain of our directors and officers currently have, and any of them in the future may have additional, fiduciary or contractual obligations to another entity 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. If any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant and/she has pre-existing fiduciary or develop over time. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer documents that we would file with the Securities and Exchange Commission (“SEC”).

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

InNeither ~~addition~~Mason Capital nor MRC Industrial Partners or their respective affiliates nor the members of our board or our officers have any obligation to present us with any opportunity for a potential business ~~candidates~~combination weof ~~may~~which ~~identify~~they onbecome aware, unless presented to such person specifically in his or her capacity as an officer or a director of the company. Our board or our ~~own,~~officers wemay ~~anticipate~~be ~~that~~required ~~other~~to ~~target~~present potential business ~~candidates~~combinations ~~will~~to beother ~~brought~~entities to ~~our attention~~whom ~~from~~they ~~various~~have ~~unaffiliated~~fiduciary ~~sources,~~duties ~~including~~before ~~investment~~they ~~market~~present ~~participants,~~such ~~private~~opportunities ~~equity~~to ~~funds~~us. Any knowledge or presentation of such opportunities may therefore present conflicts of interest. Members of our investment and ~~large~~advisory ~~business~~team ~~enterprises~~that ~~seeking~~are direct or indirect owners of our sponsor are obligated to ~~divest non-core assets~~present orto ~~divisions~~us opportunities in the Advanced Industrials sector of which they become aware, prior to pursuing them in any other capacity.

~~Initial~~Our ~~Business~~amended ~~Combination~~and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

SoStatus ~~long~~ as ~~we maintain~~ a ~~listing~~ ~~for~~Public ~~our~~Company securities on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. If our securities are no longer listed on the NYSE, we will not be obligated to satisfy such 80% test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from

11We believe our structure makes 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. In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination with us.

~~Table~~Furthermore, once a 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 initial public offering, as well as general market conditions, which could delay or prevent an initial public offering from occurring or could have negative valuation consequences. Once public, we believe the target business would then have greater access to capital and an additional means of ~~Contents~~providing management incentives consistent with stockholders’ interests. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

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

~~an independent investment banking firm which is~~ holding a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion. 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.

We9 anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business for the post-acquisition company to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for the purposes of a tender offer or for seeking stockholder approval, as applicable.

~~Other~~Table ~~Considerations~~of Contents

In ~~evaluating~~addition, aSection 107 ~~prospective~~of ~~target business,~~the weJOBS ~~expect~~Act toalso ~~conduct~~provides that an ~~extensive~~“emerging ~~due~~growth ~~diligence~~company” ~~review~~can ~~which~~take ~~will~~advantage ~~encompass,~~of asthe ~~applicable~~extended ~~and~~transition ~~among~~period ~~other~~provided ~~things,~~in ~~meetings~~Section 7(a)(2)(B) of the Securities Act for complying with ~~incumbent~~new ~~management~~or ~~and~~revised ~~employees,~~accounting ~~document~~standards. ~~reviews~~In other words, ~~interviews~~an of“emerging ~~customers~~growth ~~and~~company” ~~suppliers,~~can ~~inspection~~delay ~~of facilities,~~the ~~evaluation~~adoption of ~~intellectual~~certain ~~property~~accounting ~~and~~standards auntil ~~review~~those ofstandards ~~financial~~would ~~and~~otherwise ~~other~~apply ~~information~~to ~~about~~private companies. We intend to take advantage of the ~~target~~benefits ~~and~~of ~~its~~this ~~industry~~extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of 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 Class A common stock that is

We are not prohibited from pursuing our initial business combination with a business combination target that is affiliated with our sponsor, our directors, our officers or our investment and advisory team or from making the acquisition through a joint venture or other form of shared ownership with our sponsor, directors, officers or their held by non-affiliates. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, our directors or our officers, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of the Financial Industrial Regulatory Authority, or FINRA, or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. exceeds $700 million

as of the prior June 30th, and (2) the date on which we have issued more than

Each of our directors and officers may, directly or indirectly, own founder shares and/or private placement warrants and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination$1. Further, such directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. 0 billion in non-convertible debt securities

during the prior three-year period.

12Effecting Our Initial Business Combination

~~Table~~General ~~of Contents~~

~~Certain~~We ofare ~~our~~not ~~directors~~presently ~~and~~engaged ~~officers~~in ~~currently~~any ~~have~~operations, ~~and~~for ~~any~~an indefinite period of ~~them~~time. inWe ~~the~~intend ~~future~~to ~~may~~effectuate ~~have~~our ~~additional, fiduciary~~initial orbusiness ~~contractual~~combination ~~obligations~~using tocash ~~another~~from ~~entity~~the ~~pursuant~~proceeds toof ~~which~~our ~~such~~initial ~~officer~~public oroffering ~~director~~and isthe orprivate ~~will~~placement beof ~~required~~the toprivate ~~present~~placement awarrants ~~business~~and ~~combination~~the ~~opportunity~~forward topurchase ~~such~~shares, ~~entity~~our ~~subject~~capital tostock, ~~his~~debt or ~~her~~a ~~fiduciary~~combination ~~duties.~~of Ifthese ~~any~~as ofthe ~~our~~consideration ~~directors~~to ~~or officers~~be ~~becomes~~paid ~~aware~~in ofour ainitial business combination ~~opportunity~~(including ~~that~~the ~~falls~~sale ~~within~~of the ~~line~~forward ofpurchase ~~business~~securities ofand ~~any~~pursuant ~~entity~~ to ~~which~~forward hepurchase agreements or ~~she~~backstop ~~has pre-existing fiduciary~~agreements orwe ~~contractual~~may ~~obligations,~~enter heinto or ~~she may~~otherwise). beWe ~~required~~may seek to ~~present~~complete ~~such~~our initial business combination ~~opportunity~~with toa ~~such~~company ~~entity~~or ~~prior~~business tothat ~~presenting~~may ~~such~~be ~~business~~financially ~~combination~~unstable ~~opportunity~~or toin its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

~~Neither Mason~~If ~~Capital~~our ~~nor~~initial ~~MRC~~business ~~Industrial~~combination ~~Partners~~is orpaid ~~their~~for ~~respective~~using ~~affiliates~~equity ~~nor~~or ~~the~~debt ~~members~~instruments, ~~of our board~~ or ~~our~~not ~~officers~~all ~~have~~of ~~any~~the ~~obligation~~funds toreleased ~~present~~from usthe ~~with~~trust ~~any~~account ~~opportunity~~are used for apayment ~~potential business combination~~ of ~~which~~the ~~they~~consideration ~~become aware, unless presented to such person specifically~~ in ~~his~~connection orwith ~~her~~our ~~capacity~~business ascombination ~~an officer~~ or aused ~~director~~for redemptions of ~~the~~our ~~company.~~Class A ~~Our~~common ~~board~~stock, orwe ~~our officers~~ may beapply ~~required~~the tobalance ~~present~~of ~~potential~~the ~~business~~cash ~~combinations~~released to ~~other~~us ~~entities~~from tothe ~~whom~~trust ~~they~~account ~~have~~for ~~fiduciary~~general ~~duties~~corporate ~~before they~~purposes, ~~present~~including ~~such~~for ~~opportunities~~maintenance ~~to us. Any knowledge~~ or ~~presentation~~expansion of ~~such~~operations ~~opportunities~~of ~~may~~the ~~therefore~~post-transaction ~~present~~company, ~~conflicts~~the ofpayment ~~interest. Members~~ of ~~our~~principal ~~investment~~or ~~and~~interest ~~advisory~~due ~~team~~on ~~that~~indebtedness ~~are~~incurred ~~direct~~in orcompleting ~~indirect owners of~~ our ~~sponsor~~initial ~~are~~business ~~obligated~~combination, to ~~present~~ tofund ~~us opportunities in~~ the ~~Advanced~~purchase ~~Industrials sector~~ of ~~which~~other ~~they~~companies ~~become~~or ~~aware,~~for ~~prior~~working ~~to pursuing them in any other capacity~~capital.

~~Our~~In ~~amended~~addition ~~and restated~~to ~~certificate~~the forward purchase shares, we may seek to raise additional funds through a private offering of ~~incorporation~~debt ~~provides~~or ~~that~~equity securities in connection with the completion of our initial business combination, and we ~~renounce~~may effectuate our ~~interest~~initial business combination using the proceeds of such offering rather than using the amounts held in ~~any~~the ~~corporate~~trust ~~opportunity~~account. ~~offered~~Subject to ~~any~~compliance ~~director~~with orapplicable ~~officer~~securities ~~unless~~laws, we would expect to complete such ~~opportunity~~financing isonly ~~expressly~~simultaneously ~~offered~~with tothe ~~such~~completion ~~person~~of ~~solely~~our inbusiness ~~his~~combination. orIn ~~her~~the ~~capacity~~case asof aour ~~director~~initial business combination funded with assets other than the trust account assets, our tender offer documents or ~~officer~~ proxy materials disclosing the business combination would disclose the terms of ~~our~~the ~~company~~financing and, ~~such~~only ~~opportunity~~if isrequired ~~one~~by law, we would seek stockholder approval of such financing. There are ~~legally~~no ~~and~~prohibitions ~~contractually~~on ~~permitted~~our ability to ~~undertake~~raise ~~and~~funds ~~would~~privately, ~~otherwise~~or bethrough ~~reasonable~~loans ~~for~~in usconnection towith ~~pursue~~our initial business combination, ~~and~~including pursuant to ~~the~~forward ~~extent~~purchase agreements we may enter into. At this time, other than the ~~director~~forward orpurchase ~~officer~~agreement, iswe ~~permitted~~are not a party to ~~refer~~any ~~that~~arrangement ~~opportunity~~or understanding with any third party with respect to ~~us without~~raising ~~violating~~any ~~another~~additional ~~legal~~funds ~~obligation~~through the sale of securities or otherwise.

~~Status~~Sources asof aTarget ~~Public~~Businesses ~~Company~~

We ~~believe~~anticipate ~~our~~that ~~structure~~target ~~makes~~business uscandidates anwill ~~attractive~~be ~~business~~brought ~~combination partner~~ to ~~target~~our ~~businesses.~~attention Asfrom anvarious ~~existing~~unaffiliated ~~public company~~sources, weincluding ~~offer~~investment amarket ~~target~~participants, ~~business~~private ~~an alternative~~equity ~~to the traditional initial public offering through a merger or other business combination. In this situation~~groups, ~~the~~investment ~~owners~~banking ~~of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash~~firms, ~~allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company~~consultants, weaccounting ~~believe~~firms ~~target businesses will find this method a more certain~~ and ~~cost~~large ~~effective~~business ~~method to becoming a public company than the typical initial public offering~~enterprises. InTarget abusinesses ~~typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that~~ may ~~not~~ be ~~present~~brought to ~~the~~our ~~same~~attention ~~extent~~by insuch ~~connection~~unaffiliated ~~with~~sources ~~a business combination with us.~~

~~Furthermore,~~10 once a 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 initial public offering, as well as general market conditions, which could delay or prevent an initial public offering from occurring or could have negative valuation consequences. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

WeTable ~~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. Contents

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 many of these sources will have read this Annual Report and know what types of businesses we are targeting. Our directors and officers, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our directors and officers. 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 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 current directors or officers, or any entity with which they are affiliated, be paid 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 is). We have agreed to reimburse our sponsor

13 for any out-of-pocket expenses related

to identifying, investigating and completing our initial business combination. Some of our directors and officers may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.

~~Table~~We are not prohibited from pursuing our initial business combination with a business combination target that is affiliated with our sponsor, our directors or our officers or from making the acquisition through a joint venture or other form of ~~Contents~~shared ownership with our sponsor, directors, officers or their affiliates. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, our directors or our officers, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that such our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

If any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or

~~In addition, Section~~she ~~107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section~~has ~~7(a)(2)(B) of the Securities Act for complying with new~~ pre-existing fiduciary 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.

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

WeSelection ~~will remain an emerging growth company until the earlier~~ of ~~(1) the last day of the fiscal year (~~a~~) following~~ ~~the~~Target ~~fifth~~Business ~~anniversary~~and ofStructuring ~~the completion~~ of ~~our~~Our ~~initial~~Initial ~~public~~Business ~~offering,~~Combination (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

~~Financial~~So ~~Position~~long as we maintain a listing for our securities on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. If our securities are no longer listed on the NYSE, we will not be obligated to satisfy such 80% test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management has virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we are not permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

As11 of December 31, 2020, the Company had $167,224 in cash and a working capital deficiency of $332,776. With funds available for a business combination in the amount of $500,000,000, (1) exclusive of funds held outside the trust account to meet our expected working capital requirements, (2) after payment of the expenses of our initial public offering including underwriting fees, (3) before the payment of $17,500,000 of deferred underwriting fees, (4) before fees and expenses associated with our initial business combination, and (5) excluding up to $80,000,000 in proceeds from the sale of forward purchase units, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our 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.

~~Effecting~~Table ~~Our~~of ~~Initial Business Combination~~ Contents

~~General~~ In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of the 80% of net assets test.

WeTo ~~are~~the ~~not~~extent ~~presently~~we ~~engaged~~effect ~~in any operations, for an indefinite period of time. We intend to effectuate~~ our ~~initial~~ business combination ~~using~~with ~~cash from~~a ~~the~~company ~~proceeds~~or ofbusiness ~~our~~that ~~initial~~may ~~public~~be ~~offering~~financially ~~and~~unstable ~~the private placement of the private placement warrants and the forward purchase shares, our capital stock, debt~~ or ~~a combination of these as the consideration to be paid~~ in ~~our~~its ~~initial~~early ~~business combination~~stages ~~(including the sale~~ of ~~the~~development ~~forward purchase securities and pursuant to forward purchase agreements~~ or ~~backstop~~growth ~~agreements~~ we may ~~enter~~be ~~into~~affected orby ~~otherwise).~~numerous Werisks ~~may~~inherent ~~seek~~in tosuch ~~complete~~company ~~our~~or ~~initial~~ business. ~~combination~~Although ~~with~~our amanagement ~~company~~will ~~or business~~endeavor ~~that~~to ~~may~~evaluate bethe ~~financially~~risks ~~unstable~~inherent or in ~~its~~a ~~early~~particular ~~stages~~target ~~of development or growth~~business, ~~which~~we ~~would~~cannot ~~subject~~assure usyou tothat ~~the~~we ~~numerous~~will ~~risks~~properly ~~inherent~~ascertain inor ~~such~~assess ~~companies~~all ~~and~~significant ~~businesses~~risk factors.

IfIn ~~our~~evaluating ~~initial~~a ~~business~~prospective ~~combination~~target ~~is paid for using equity or debt instruments~~business, orwe ~~not~~expect ~~all~~to ofconduct ~~the~~a ~~funds~~thorough ~~released~~due ~~from~~diligence ~~the~~review, ~~trust~~which ~~account~~will ~~are~~encompass, ~~used~~among ~~for~~other ~~payment of~~things, ~~the~~meetings ~~consideration in connection~~ with ~~our~~incumbent ~~business~~management ~~combination~~and oremployees, ~~used~~document ~~for~~reviews, ~~redemptions~~interviews of ~~our~~customers ~~Class A~~and ~~common stock~~suppliers, weinspection ~~may apply the balance~~ of ~~the cash released to us from the trust account for general corporate purposes~~facilities, ~~including~~as ~~for maintenance~~well oras ~~expansion~~a ofreview ~~operations~~ of ~~the~~financial ~~post-transaction~~and ~~company,~~other ~~the~~information ~~payment~~that ofwill ~~principal~~be ormade ~~interest~~available ~~due on indebtedness incurred in completing our initial business combination,~~ to ~~fund the purchase of other companies or for working capital~~us.

InThe ~~addition~~time torequired ~~the forward purchase shares, we may seek~~ to ~~raise~~select ~~additional~~and ~~funds~~evaluate ~~through~~ a ~~private~~target ~~offering~~business ofand ~~debt~~to orstructure ~~equity~~and ~~securities~~complete ~~in connection with the completion of~~ our initial business combination, and ~~we may effectuate our initial business combination using~~ the ~~proceeds~~costs ofassociated ~~such offering rather than using the amounts held in the trust account. Subject to compliance~~ with ~~applicable securities~~this ~~laws~~process, weare ~~would~~not ~~expect~~currently toascertainable ~~complete such financing only simultaneously~~ with ~~the~~any ~~completion~~degree of ~~our business combination~~certainty. InAny ~~the~~costs ~~case~~incurred ~~of our initial business combination funded~~ with ~~assets~~respect ~~other~~to ~~than~~ the ~~trust~~identification ~~account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing~~ and, ~~only~~evaluation ~~if required by law, we would seek stockholder approval~~ of ~~such~~a ~~financing.~~prospective ~~There~~target ~~are~~business nowith ~~prohibitions~~which on our ~~ability to raise funds privately, or through loans in connection with our initial~~ business combination, ~~including~~is ~~pursuant~~not toultimately ~~forward~~completed ~~purchase~~will ~~agreements~~result wein ~~may~~our ~~enter~~incurring ~~into.~~losses Atand ~~this~~will ~~time,~~reduce ~~other than~~ the ~~forward~~funds ~~purchase agreement,~~ we ~~are~~can ~~not~~use ~~a party~~ to ~~any~~complete ~~arrangement~~another ~~or understanding~~business ~~with any third party with respect to raising any additional funds through the sale of securities or otherwise~~combination.

14Lack of Business Diversification

~~Table~~For an indefinite period of ~~Contents~~time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. In addition, we intend to focus our search for our initial business combination in a single industry. By completing our business combination with only a single entity, our lack of diversification may:

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

We• ~~anticipate~~cause 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~~depend ~~businesses in which they think we may be interested~~ on anthe ~~unsolicited~~marketing ~~basis, since many of these sources will have read this Report~~ and ~~know~~sale ~~what types~~ of businesses we are targeting. Our directors and officers, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a ~~result~~single ofproduct ~~formal~~ or ~~informal~~limited ~~inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a~~ number of ~~proprietary~~products deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our directors and officers. 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 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 current directors or officers, or any entity with which they are affiliated, be paid 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 is)~~. We have agreed to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing our initial business combination. Some of our directors and officers may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.

WeLimited ~~are~~Ability ~~not~~to ~~prohibited~~Evaluate ~~from pursuing our initial business combination with a business combination target that is affiliated with our sponsor, our directors or our officers or from making~~ the ~~acquisition~~Target’s ~~through~~Management aTeam joint venture or other form of shared ownership with our sponsor, directors, officers or their affiliates. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, our directors or our officers, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that such our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

IfAlthough ~~any~~we intend to closely scrutinize the management of ~~our~~a ~~directors~~prospective ortarget ~~officers~~business ~~becomes~~when ~~aware~~evaluating the desirability of aeffecting our business combination ~~opportunity~~with that ~~falls~~business, ~~within~~our assessment of the ~~line~~target of business’ ofmanagement ~~any~~may ~~entity~~not prove to ~~which~~be hecorrect. orIn ~~she~~addition, ~~has pre-existing fiduciary~~the orfuture ~~contractual~~management ~~obligations~~may not have the necessary skills, hequalifications or ~~she~~abilities ~~may~~to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be ~~required~~stated towith ~~present~~any ~~such~~certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following our business combination, ~~opportunity~~it is unlikely that any of them will devote their full efforts to ~~such~~our ~~entity~~affairs ~~prior~~subsequent to ~~presenting~~ ~~such~~our business combination. ~~opportunity~~Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to usthe operations of the particular target business.

~~Selection~~We cannot assure you that any of aour ~~Target~~key ~~Business~~personnel ~~and~~will ~~Structuring~~remain in senior management or advisory positions with the combined company. The determination as to whether any of ~~Our~~our ~~Initial~~key ~~Business~~personnel ~~Combination~~will remain with the combined company will be made at the time of our initial business combination.

So12 long as we maintain a listing for our securities on the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination. If our securities are no longer listed on the NYSE, we will not be obligated to satisfy such 80% test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board is not able to

15Table of Contents

~~Table~~Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of ~~Contents~~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.

~~independently~~Stockholders ~~determine~~May ~~the~~Not ~~fair~~Have ~~market value of~~ the ~~target~~Ability ~~business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, with respect~~ to ~~the~~Approve ~~satisfaction~~Our ofInitial ~~such~~Business ~~criteria.~~Combination We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management has virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we are not permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

InWe ~~any~~may ~~case,~~conduct weredemptions ~~will~~without ~~only~~a ~~complete~~stockholder anvote ~~initial~~pursuant ~~business~~to ~~combination~~the intender ~~which~~offer werules ~~own or acquire 50% or more~~ of the ~~outstanding~~ ~~voting~~SEC. ~~securities~~However, ofwe ~~the~~will ~~target~~seek orstockholder ~~otherwise~~approval ~~acquire~~if anit ~~interest~~is inrequired ~~the~~by ~~target~~law ~~sufficient~~or ~~for~~applicable ~~the~~stock ~~post-transaction~~exchange ~~company~~rule, ~~not~~or towe bemay ~~required~~decide to ~~register~~seek asstockholder anapproval ~~investment~~for ~~company~~business ~~under~~or ~~the~~other ~~Investment~~legal ~~Company Act~~reasons. IfPresented wein ~~own or acquire less than 100% of~~ the ~~equity~~table ~~interests~~below oris ~~assets of~~ a ~~target~~graphic ~~business~~explanation orof ~~businesses,~~ the ~~portion~~types of ~~such~~initial business orcombinations ~~businesses~~we ~~that~~may ~~are~~consider ~~owned~~and orwhether ~~acquired~~stockholder byapproval ~~the post-transaction company~~ is ~~what~~currently ~~will~~required beunder ~~valued~~Delaware law for ~~purposes~~each ofsuch ~~the 80% of net assets test~~transaction.

ToType ~~the~~of ~~extent~~Transaction weWhetherStockholderApproval ~~effect~~isRequired ~~our~~Purchase ~~business~~of ~~combination~~assets ~~with~~No aPurchase ~~company~~of orstock ~~business~~of ~~that~~target ~~may~~not beinvolving ~~financially~~a ~~unstable~~merger orwith inthe ~~its~~company ~~early~~No ~~stages~~Merger of ~~development or~~target ~~growth~~into wea ~~may~~subsidiary beof ~~affected~~the ~~by numerous risks inherent in such~~ company orNo ~~business.~~Merger ~~Although~~of ~~our management will endeavor to evaluate~~ the ~~risks~~company ~~inherent~~with in a ~~particular~~ target ~~business, we cannot assure you that we will properly ascertain or assess all significant risk factors.~~ Yes

InUnder ~~evaluating~~the aNYSE’s ~~prospective~~listing ~~target business~~rules, westockholder ~~expect~~approval towould ~~conduct~~be arequired ~~thorough~~for ~~due~~our ~~diligence~~initial ~~review,~~business ~~which~~combination ~~will encompass~~if, ~~among~~ ~~other~~for ~~things,~~example: meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be made available to us.

~~The~~• ~~time~~we ~~required~~issue tocommon ~~select~~stock ~~and~~that ~~evaluate~~will abe ~~target~~equal ~~business and~~ to ~~structure~~or ~~and~~in ~~complete~~excess ~~our~~of ~~initial~~20% ~~business~~of ~~combination, and~~ the ~~costs~~number ~~associated with this process, are not currently ascertainable with any degree~~ of ~~certainty.~~shares ~~Any costs incurred with respect to the identification and evaluation~~ of ~~a prospective target business with which~~ our ~~business~~Class ~~combination~~A iscommon ~~not~~stock ~~ultimately~~then ~~completed~~outstanding ~~will~~(other ~~result~~ than in ~~our~~a ~~incurring~~public ~~losses and will reduce the funds we can use to complete another business combination.~~ offering);

~~Lack~~• any of ~~Business~~our ~~Diversification~~directors, officers or substantial security holders (as defined by NYSE rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and the number of shares or common stock to be issued, or if the number of shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or

~~For~~• ~~an indefinite period of time after~~ the ~~completion~~issuance ofor ~~our~~potential ~~initial~~issuance ~~business combination, the prospects for our success may depend entirely on the future performance~~ of acommon ~~single~~stock ~~business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we~~ will ~~not~~result ~~have the resources to diversify our operations and mitigate the risks of being~~ in ~~a single line of business. In addition, we intend to focus~~ our ~~search~~undergoing ~~for our initial business combination in~~ a ~~single~~change ~~industry. By completing our business combination with only a single entity, our lack~~ of ~~diversification~~ ~~may:~~ control.

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

In the event we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares in such transactions. They will not make any such purchases when they are in possession of

~~• cause us to depend on the marketing and sale of a single product or limited number of products or services.~~any material non-public information not

disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

~~Limited~~13 ~~Ability to Evaluate the Target’s Management Team~~

~~Although~~Table ~~we intend to closely scrutinize the management~~ of a prospective target business when evaluating the desirability of effecting our business combination with that business, our assessment of the target business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following our business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. Contents

16The purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our business combination that may not otherwise have been possible.

~~Table~~In addition, if such purchases are made, the public “float” of ~~Contents~~our Class A common stock or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

WeOur ~~cannot~~sponsor, ~~assure~~officers, ~~you~~directors and/or their affiliates anticipate that ~~any~~they ofmay ~~our~~identify ~~key~~the ~~personnel~~stockholders ~~will~~with ~~remain~~whom inour ~~senior~~sponsor, ~~management~~officers, directors or ~~advisory~~their ~~positions with~~affiliates may pursue privately negotiated purchases by either the ~~combined~~stockholders ~~company.~~contacting ~~The~~us ~~determination~~directly asor toby ~~whether~~our ~~any~~receipt of redemption requests submitted by stockholders following our ~~key~~mailing ~~personnel~~of ~~will~~proxy ~~remain~~materials in connection with our initial business combination. To the ~~combined~~extent ~~company~~that ~~will~~our besponsor, ~~made~~officers, atdirectors, ~~the~~advisors ~~time~~or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of ~~our~~the ~~initial~~trust account or vote against the business combination. Our sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers

~~Following a business combination, we may seek to recruit additional managers to supplement~~ under Rule 10b-18 under 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.

Exchange Act will only be made to the extent such purchases are able to be made in compliance

~~Stockholders May Not Have the Ability to Approve Our Initial Business Combination~~ with Rule 10b-18, which is

a safe harbor from liability for manipulation under Section 9(a)(2)

~~We may conduct redemptions without a stockholder vote pursuant to the tender offer rules~~ and Rule 10b-5 of the SEC. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

Exchange

Type of Transaction WhetherStockholderApproval isRequired Purchase of assets No Purchase of stock of target not involving a merger with the company No Merger of target into a subsidiary of the company No Merger of the company with a target YesAct. Rule 10b-18 has certain

technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2)

~~Under~~ or Rule 10b-5 of the ~~NYSE’s listing rules, stockholder approval would be required for our initial business combination if, for example:~~

Exchange Act.

•Redemption weRights ~~issue~~for ~~common~~Public ~~stock~~Stockholders ~~that~~upon ~~will~~Completion ~~be equal to or in excess~~ of ~~20%~~Our ofInitial ~~the~~Business ~~number~~Combination ~~of shares of our Class A common stock then outstanding (other than in a public offering);~~

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination

~~• any of our directors, officers or substantial security holders (as defined by NYSE rules) has~~ at a ~~5% or greater interest~~ per-share price, directly or indirectly, in the target business or assets to be acquired and the number of shares or common stock to be issued, or if the number of shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or payable

in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is $10.00 per public share plus interest earned on those

~~• the issuance or potential issuance of common stock will result in our undergoing a change of control~~funds. The per-share amount we

will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our business combination.

~~Permitted~~Manner ~~Purchases~~ of ~~Our~~Conducting ~~Securities~~Redemptions

InWe ~~the~~will ~~event~~provide weour ~~seek~~public ~~stockholder~~stockholders ~~approval~~with ofthe ~~our~~opportunity ~~business~~to ~~combination~~redeem ~~and~~all weor doa ~~not~~portion ~~conduct~~of ~~redemptions~~their inshares ~~connection~~of ~~with~~Class A ~~our~~common ~~business~~stock ~~combination~~upon ~~pursuant to~~ the ~~tender~~completion ~~offer~~of ~~rules,~~ our ~~sponsor,~~initial ~~directors,~~business ~~officers,~~combination ~~advisors~~either or(i) in ~~their~~connection ~~affiliates~~with ~~may~~a ~~purchase~~stockholder ~~shares~~meeting incalled ~~privately~~to ~~negotiated~~approve ~~transactions~~the business combination or in(ii) by ~~the~~means ~~open~~of ~~market~~a ~~either~~tender ~~prior~~offer. The decision as to orwhether ~~following~~we ~~the~~will ~~completion~~seek stockholder approval of ~~our~~a ~~initial~~proposed business combination~~. However,~~ ~~they~~or ~~have~~conduct noa ~~current~~tender ~~commitments,~~offer ~~plans~~will orbe ~~intentions~~made toby ~~engage~~us, solely in ~~such~~our ~~transactions~~discretion, and ~~have~~will ~~not~~be ~~formulated~~based ~~any~~on ~~terms~~a orvariety ~~conditions~~of ~~for~~factors ~~any~~ such ~~transactions.~~as ~~None~~the timing of the ~~funds~~transaction inand whether the ~~trust~~terms ~~account~~of ~~will~~the betransaction ~~used~~would require us to ~~purchase~~seek ~~shares~~stockholder inapproval ~~such transactions.~~under ~~They~~the ~~will~~law ~~not~~or ~~make~~stock ~~any~~exchange ~~such~~listing ~~purchases~~requirement. ~~when~~Under ~~they~~NYSE ~~are~~rules, inasset ~~possession~~acquisitions ofand ~~any~~stock ~~material non-public information~~purchases would not ~~disclosed~~typically torequire ~~the~~stockholder ~~seller~~approval orwhile ifdirect ~~such~~mergers ~~purchases~~with ~~are~~our ~~prohibited~~company bywhere ~~Regulation~~we ~~M under~~do ~~the~~not ~~Exchange~~survive ~~Act.~~and ~~Such~~any atransactions ~~purchase~~where ~~may~~we ~~include~~issue amore ~~contractual~~than ~~acknowledgement~~20% ~~that~~of ~~such~~our ~~stockholder,~~outstanding ~~although~~common ~~still~~stock ~~the~~or ~~record~~seek ~~holder~~to ofamend our ~~shares~~amended isand norestated ~~longer~~certificate ~~the~~of ~~beneficial~~incorporation ~~owner~~would ~~thereof~~require ~~and~~stockholder ~~therefore~~approval. ~~agrees~~If ~~not~~we tostructure ~~exercise~~a ~~its~~business ~~redemption rights.~~combination Intransaction ~~the~~with ~~event~~a target company in a manner that ~~our~~requires ~~sponsor,~~stockholder ~~directors~~approval, ~~officers,~~we ~~advisors~~will ornot ~~their~~have ~~affiliates~~discretion ~~purchase~~as ~~shares~~to inwhether ~~privately~~to ~~negotiated~~seek ~~transactions~~a ~~from~~stockholder ~~public~~vote ~~stockholders~~to approve the proposed business combination. We intend to conduct redemptions without a

1714

Table of Contents

~~who~~stockholder ~~have~~vote ~~already~~pursuant ~~elected~~ to ~~exercise~~the ~~their~~tender ~~redemption~~offer ~~rights,~~rules ~~such~~of ~~selling~~the ~~stockholders~~SEC ~~would~~unless bestockholder ~~required~~approval ~~to revoke~~is ~~their~~required ~~prior~~by ~~elections~~law toor ~~redeem~~stock ~~their~~exchange ~~shares.~~listing Werequirements door ~~not~~we ~~currently~~choose ~~anticipate~~to ~~that~~seek ~~such~~stockholder ~~purchases,~~approval iffor ~~any,~~business ~~would~~or ~~constitute~~other alegal ~~tender~~reasons. ~~offer~~So ~~subject~~long toas ~~the~~we ~~tender~~maintain ~~offer rules under the Exchange Act or~~ a ~~going-private~~listing ~~transaction~~for ~~subject~~our tosecurities ~~the going-private~~on ~~rules under~~ the ~~Exchange Act; however~~NYSE, ifwe ~~the~~will ~~purchasers~~be ~~determine~~required ~~at the time of any such purchases that the purchases are subject~~ to ~~such rules, the purchasers will~~ comply with such rules.

~~The~~If ~~purpose~~a ofstockholder ~~such purchases would be to (i)~~ vote ~~such~~is ~~shares~~not inrequired ~~favor~~and ofwe ~~the~~do ~~business~~not ~~combination~~decide ~~and~~to ~~thereby~~hold ~~increase~~a ~~the likelihood of obtaining~~ stockholder ~~approval~~vote offor ~~the~~ business ~~combination~~ or ~~(ii) to~~other ~~satisfy~~legal areasons, ~~closing~~we ~~condition~~will, inpursuant ~~an agreement with a target that requires us~~ to ~~have a minimum net worth or a certain amount of cash at the closing of~~ our ~~business~~amended ~~combination,~~and ~~where~~restated ~~it appears~~certificate ~~that such requirement would otherwise not be met. This may result in the completion~~ of ~~our~~incorporation: ~~business combination that may not otherwise have been possible.~~

In• ~~addition,~~conduct ~~if such purchases are made,~~ the ~~public~~redemptions ~~“float”~~pursuant ofto ~~our~~Rule ~~Class A~~13e-4 ~~common stock or public warrants may be reduced~~ and ~~the~~Regulation ~~number~~14E of ~~beneficial~~ ~~holders~~the ofExchange ~~our securities may be reduced~~Act, which ~~may~~regulate ~~make~~issuer ittender ~~difficult to maintain or obtain the quotation~~offers, ~~listing or trading of our securities on a national securities exchange.~~ and

~~Our~~• ~~sponsor,~~file ~~officers,~~tender ~~directors~~offer ~~and/or~~documents ~~their affiliates anticipate that they may identify the stockholders~~ with ~~whom our sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either~~ the ~~stockholders~~SEC ~~contacting~~prior usto ~~directly~~completing ~~or by~~ our ~~receipt~~initial ofbusiness ~~redemption~~combination ~~requests~~which ~~submitted~~contain bysubstantially ~~stockholders~~the ~~following~~same ~~our~~financial ~~mailing~~and ofother ~~proxy~~information ~~materials~~about ~~in connection with~~ our initial business combination. Toand the ~~extent~~redemption ~~that~~rights ~~our~~as ~~sponsor,~~is ~~officers,~~required ~~directors,~~under ~~advisors~~Regulation or14A ~~their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share~~ of the ~~trust~~Exchange ~~account or vote against the business combination. Our sponsor~~Act, ~~officers,~~which ~~directors,~~regulates ~~advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under~~ the ~~Exchange Act~~solicitation ~~and~~of ~~the other federal securities laws~~proxies.

Upon the public announcement of our business combination, we or our sponsor will terminate any plan established in accordance

Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with ~~Rule~~ ~~10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and~~ Rule ~~10b~~10b5-51 ~~of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor~~ to ~~be available to the purchaser. Our sponsor, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section~~ ~~9(a)(2) or Rule 10b-5 of the Exchange Act.~~ purchase

shares of our Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply

~~Redemption Rights for Public Stockholders upon Completion of Our Initial Business Combination~~ with Rule 14e-5 under the

Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance

~~We will provide our public stockholders~~ with ~~the opportunity to redeem all or a portion of their shares of Class~~ ~~A common stock upon the completion of our initial business combination at a~~Rule ~~per~~14e-~~share~~1(a) price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share. Theunder ~~per-share amount we will distribute to investors who properly redeem their shares will not be reduced by~~ the deferred underwriting commissions we will pay to the underwriters. Our sponsor, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our business combination.

Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete our initial business combination.

~~Manner~~If, however, stockholder approval of ~~Conducting~~the ~~Redemptions~~transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

We• ~~will~~conduct ~~provide our public stockholders with~~ the ~~opportunity~~redemptions ~~to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination either (i)~~ in ~~connection~~conjunction with a ~~stockholder~~proxy ~~meeting~~solicitation ~~called~~pursuant to ~~approve~~Regulation ~~the business~~14A ~~combination or (ii) by means~~ of athe ~~tender~~Exchange ~~offer. 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~~Act, ~~solely~~which inregulates ~~our discretion, and will be based on a variety of factors such as~~ the ~~timing~~solicitation of ~~the~~proxies, ~~transaction~~ and ~~whether~~not ~~the~~pursuant ~~terms of the transaction would require us~~ to ~~seek stockholder approval under~~ the ~~law~~tender oroffer ~~stock exchange listing requirement. Under NYSE~~ rules, ~~asset acquisitions~~ and ~~stock purchases would not typically require stockholder~~

18• file proxy materials with the SEC.

~~Table~~In the event that we seek stockholder approval of ~~Contents~~our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of our initial business combination.

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock are voted by the stockholders at a stockholders meeting to approve the initial business combination, unless applicable law, our corporate governing documents or applicable stock exchange rules require a different vote, in which case we will complete our initial business combination only if such requisite vote is received. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count toward this quorum and have agreed to vote their founder shares and any public shares purchased during or after our initial public offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common

~~approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common~~ stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. If we structure a business combination transaction with a target company in a manner that requires stockholder approval voted, we non-votes will ~~not~~ have discretion as to whether to seek a stockholder vote to approve the proposed business combination. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. So long as we maintain a listing for our securities on the NYSE, we will be required to comply with such rules.

no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders’ founder shares, we would need only 18,750,001, or 37.5%, of the 50,000,000 public shares sold in our initial public offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written

If15 ~~a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:~~

•Table ~~conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E~~ of ~~the Exchange Act, which regulate issuer tender offers, and~~Contents

•notice ~~file~~of ~~tender~~any ~~offer~~such ~~documents~~meeting, ~~with~~if ~~the~~required, ~~SEC~~at ~~prior~~which a vote shall be taken to ~~completing~~approve our initial business combination. ~~which~~These ~~contain~~quorum ~~substantially~~and voting thresholds, and the ~~same~~voting ~~financial~~agreements ~~and~~of ~~other~~our ~~information~~initial ~~about~~stockholders, may make it more likely that we will consummate our initial business combination. ~~and~~Each ~~the~~public ~~redemption~~stockholder ~~rights~~may aselect isto ~~required~~redeem ~~under~~its ~~Regulation~~public ~~14A~~shares irrespective of ~~the~~whether ~~Exchange~~they ~~Act,~~vote ~~which~~for ~~regulates~~or against the ~~solicitation~~proposed ~~of proxies~~transaction.

~~Upon~~Our ~~the~~amended and restated certificate of incorporation provides that in no event will we redeem our public ~~announcement~~shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination, (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our ~~sponsor~~initial ~~will~~business ~~terminate~~combination. ~~any~~For ~~plan~~example, ~~established~~the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with ~~Rule 10b5-1~~ the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to ~~purchase~~pay for all shares of ~~our~~ Class A common stock inthat are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the ~~open~~terms ~~market~~of ifthe weproposed ~~elect~~business combination exceed the aggregate amount of cash available to ~~redeem~~us, ~~our~~we ~~public~~will ~~shares~~not ~~through~~complete athe ~~tender~~business ~~offer~~combination or redeem any shares, toand ~~comply~~all ~~with Rule~~shares of Class ~~14e-5 under~~A common stock submitted for redemption will be returned to the ~~Exchange~~holders ~~Act~~thereof.

InLimitation the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on ~~public~~Redemption stockholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon ~~consummation~~Completion of our ~~initial~~Initial ~~business~~Business ~~combination~~Combination ~~(so~~if ~~that~~ we ~~are~~Seek ~~not~~Stockholder ~~subject~~Approval to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete our initial business combination.

~~If,~~Notwithstanding ~~however~~the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the ~~transaction~~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 ~~required~~ byacting ~~law~~in concert or ~~stock~~as ~~exchange~~a ~~listing~~“group” ~~requirement~~(as defined under Section 13 of the Exchange Act), orwill be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we ~~decide~~refer to ~~obtain~~as ~~stockholder~~the ~~approval~~“Excess ~~for~~Shares.” 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 ~~legal~~undesirable ~~reasons~~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 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, we believe we will, ~~pursuant~~limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our 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, our amended and restated certificate of incorporation: does not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.

•Tendering ~~conduct~~Stock ~~the~~Certificates ~~redemptions~~ in ~~conjunction~~Connection with a ~~proxy~~Tender ~~solicitation~~Offer ~~pursuant~~or toRedemption ~~Regulation~~Rights ~~14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and~~

•We ~~file~~may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the ~~SEC~~time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

In16 the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of our initial business combination.

IfTable ~~we seek stockholder approval, we will complete our initial business combination only if a majority~~ of the outstanding shares of common stock are voted by the stockholders at a stockholders meeting to approve the initial business combination, unless applicable law, our corporate governing documents or applicable stock exchange rules require a different vote, in which case we will complete our initial business combination only if such requisite vote is received. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count toward this quorum and have agreed to vote their founder shares and any public shares purchased during or after our initial public offering in favor of our initial business combination. For purposes of seeking approval of the majority of our Contents

19There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

~~Table~~The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on our 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 ~~Contents~~the business combination during which he or she could monitor the price of the company’s stock in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.

~~outstanding~~Any ~~shares~~request ofto ~~common~~redeem ~~stock~~such ~~voted~~shares, ~~non-votes will have~~ ~~no effect on the approval of our initial business combination~~ once amade, ~~quorum~~may isbe ~~obtained.~~withdrawn Asat aany ~~result,~~time inup ~~addition~~ to ~~our~~the ~~initial~~date ~~stockholders’~~set ~~founder~~forth ~~shares,~~in wethe ~~would~~tender ~~need~~offer ~~only~~materials ~~18,750,001,~~ or ~~37.5%,~~the date of the ~~50,000,000~~stockholder ~~public~~meeting ~~shares~~set ~~sold~~forth in our ~~initial~~proxy ~~public~~materials, ~~offering~~as toapplicable. beFurthermore, ~~voted~~if ina ~~favor~~holder of a ~~transaction~~public ~~(assuming~~share ~~all~~delivered ~~outstanding~~its ~~shares~~certificate ~~are voted)~~ in ~~order~~connection towith ~~have~~an ~~our~~election ~~initial~~of ~~business~~redemption ~~combination~~rights ~~approved.~~and Wesubsequently ~~intend~~decides prior to ~~give~~the ~~approximately~~applicable 30date ~~days (but~~ not ~~less~~to ~~than~~elect 10to ~~days~~exercise ~~nor more than 60 days) prior written notice of any~~ such ~~meeting~~rights, ifsuch ~~required,~~holder atmay ~~which~~simply arequest ~~vote~~that ~~shall~~the betransfer ~~taken~~agent toreturn ~~approve~~the ~~our~~certificate ~~initial~~(physically ~~business~~or ~~combination~~electronically). ~~These~~It ~~quorum~~is ~~and~~anticipated ~~voting~~that ~~thresholds, and~~ the ~~voting~~funds ~~agreements~~to ofbe ~~our~~distributed ~~initial~~to ~~stockholders,~~holders ~~may~~of ~~make it more likely that we will consummate~~ our ~~initial business combination. Each~~ public ~~stockholder~~shares ~~may~~electing ~~elect~~ to redeem ~~its~~their ~~public~~ shares ~~irrespective~~will ofbe ~~whether~~distributed ~~they~~promptly ~~vote~~after ~~for~~the orcompletion ~~against~~of ~~the~~our ~~proposed~~business ~~transaction~~combination.

~~Our~~If ~~amended and restated certificate of incorporation provides 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 upon consummation of our~~ initial business combination ~~(so~~is ~~that we are~~ not ~~subject~~approved toor ~~the~~completed ~~SEC’s~~for ~~“penny stock” rules) or~~ any ~~greater~~reason, ~~net~~then ~~tangible~~our ~~asset~~public orstockholders ~~cash~~who ~~requirement~~elected ~~which may be contained in the agreement relating~~ to ~~our~~exercise ~~initial~~their ~~business~~redemption ~~combination.~~rights ~~For~~would ~~example,~~not ~~the proposed business combination may require: (i) cash consideration to~~ be ~~paid~~entitled to ~~the~~redeem ~~target~~their orshares ~~its owners, (ii) cash to be transferred to the target~~ for ~~working capital or other general corporate purposes or (iii)~~ the ~~retention~~applicable ofpro ~~cash~~rata toshare ~~satisfy other conditions in accordance with the terms~~ of the ~~proposed~~trust ~~business combination~~account. In ~~the~~such 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 uscase, we will ~~not~~promptly ~~complete~~return ~~the business combination or redeem~~ any ~~shares,~~certificates ~~and~~delivered ~~all~~by ~~shares~~public ofholders ~~Class A~~who ~~common~~elected ~~stock submitted for redemption will be returned~~ to ~~the~~redeem ~~holders~~their ~~thereof~~shares.

~~Limitation~~If onour ~~Redemption~~initial ~~upon~~proposed ~~Completion~~business combination is not completed, we may continue to try to complete a business combination with a different target until 24 months (or 30 months from the closing of our ~~Initial~~initial ~~Business~~public ~~Combination~~offering if we ~~Seek~~have ~~Stockholder~~executed ~~Approval~~a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of our initial public offering but have not completed our initial business combination within such 24 month period) from the closing of our initial public offering.

~~Notwithstanding~~Redemption ~~the foregoing, if we seek stockholder approval~~ of ~~our~~Public initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “Excess Shares.” ~~We believe this restriction will discourage stockholders from accumulating large blocks of shares,~~ and ~~subsequent~~Liquidation 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 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~~Initial ~~than~~Business ~~15%~~Combination of the shares sold in our initial public offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our 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, our amended and restated certificate of incorporation does not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.

Our amended and restated certificate of incorporation provides that we have only 24 months (or 30 months, as applicable) from the closing of our initial public offering to complete our initial business combination. If we are unable to complete our business combination within such

~~Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights~~ 24-month

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,

We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares. 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 (less $100,000 of accrued interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination

20 within the 24-month time period.

~~Table~~17 ~~of Contents~~

~~There~~Table ~~is a nominal cost associated with the above-referenced tendering process and the act~~ of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. Contents

~~The~~Our ~~foregoing~~sponsor, isdirectors ~~different~~and ~~from~~officers ~~the~~have ~~procedures~~entered ~~used~~into bya ~~many~~letter ~~blank~~agreement ~~check~~with ~~companies.~~us, Inpursuant ~~order~~ to ~~perfect~~which ~~redemption~~they ~~rights~~have inwaived ~~connection with~~ their ~~business~~rights ~~combinations,~~to ~~many~~liquidating ~~blank~~distributions ~~check~~from ~~companies~~the ~~would~~trust ~~distribute~~account ~~proxy~~with ~~materials~~respect ~~for~~to ~~the~~any ~~stockholders’~~founder ~~vote~~shares onheld ~~our~~by ~~initial~~them ~~business~~if ~~combination,~~we ~~and~~fail ato ~~holder~~complete ~~could~~our ~~simply~~initial ~~vote against a proposed~~ business combination ~~and~~within ~~check~~24 amonths ~~box~~(or ~~on the~~30 ~~proxy~~months ~~card~~from ~~indicating~~the ~~such~~closing ~~holder~~of ~~was~~our ~~seeking~~initial topublic ~~exercise~~offering ~~his~~if orwe ~~her~~have ~~redemption~~executed ~~rights.~~a ~~After~~letter ~~the~~of ~~business combination was approved~~intent, ~~the~~agreement ~~company~~in ~~would~~principle ~~contact~~or ~~such~~definitive ~~stockholder~~agreement ~~to arrange~~ for ~~him~~our orinitial ~~her~~business tocombination ~~deliver~~within ~~his~~24 ormonths ~~her~~from ~~certificate to verify ownership. As a result,~~ the ~~stockholder~~closing ~~then~~of ~~had~~our aninitial ~~“option~~public ~~window”~~offering ~~after~~but ~~the~~have ~~completion~~not ofcompleted ~~the~~our initial business combination ~~during~~within ~~which~~such he24 ormonth ~~she~~period) ~~could~~from ~~monitor~~ the ~~price~~closing of ~~the~~our ~~company’s~~initial ~~stock~~public ~~in the market~~offering. IfHowever, ~~the~~if ~~price~~our ~~rose above the redemption price~~sponsor, hedirectors or ~~she~~officers ~~could~~acquire ~~sell~~public ~~his or her~~ shares in ~~the~~or ~~open~~after ~~market~~our ~~before~~initial ~~actually~~public ~~delivering~~offering, ~~his~~they orwill ~~her~~be ~~shares~~entitled to ~~the~~liquidating ~~company~~distributions ~~for~~from ~~cancellation.~~the Astrust aaccount ~~result,~~with ~~the~~respect ~~redemption rights,~~ to ~~which~~such ~~stockholders~~public ~~were~~shares ~~aware~~if ~~they~~we ~~needed~~fail to ~~commit before~~complete ~~the~~our ~~stockholder~~initial ~~meeting, would become “option” rights surviving past the completion of the~~ business combination ~~until~~within the ~~redeeming~~allotted ~~holder~~time ~~delivered its certificate~~period. ~~The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.~~

Our sponsor, directors and officers have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering, or (ii) with respect to any other provision relating to stockholders’

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights ~~and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically~~ or ~~electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our~~ pre-initial business combination.

activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment

If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata at a per-share ~~of the trust account. In such case~~ price, ~~we will promptly return any certificates delivered by public holders who elected to redeem their shares.~~ 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, divided by the number of 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 upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares, such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time.

IfWe ~~our~~expect ~~initial~~that ~~proposed~~all ~~business~~costs ~~combination~~and isexpenses ~~not~~associated ~~completed,~~with weimplementing ~~may~~our ~~continue~~plan toof ~~try~~dissolution, toas ~~complete~~well aas ~~business~~payments ~~combination~~to ~~with~~any acreditors, ~~different~~will ~~target~~be ~~until~~funded ~~24 months~~from ~~(or~~amounts 30remaining ~~months~~out ~~from~~of the ~~closing~~approximately $975,393 of ~~our~~proceeds ~~initial~~held ~~public~~outside ~~offering~~the iftrust account, although we ~~have~~cannot ~~executed~~assure ayou ~~letter~~that ofthere ~~intent,~~will ~~agreement~~be insufficient ~~principle~~funds orfor ~~definitive~~such ~~agreement~~purpose. ~~for~~However, ~~our~~if ~~initial~~those ~~business~~funds ~~combination~~are ~~within~~not 24sufficient ~~months~~to ~~from~~cover the ~~closing~~costs ofand expenses associated with implementing our ~~initial~~plan ~~public offering~~of ~~but~~dissolution, ~~have~~to the extent that there is any accrued interest in the trust account not ~~completed~~required ~~our~~to ~~initial~~pay ~~business~~our ~~combination~~taxes ~~within~~as ~~such~~described 24herein, ~~month~~we ~~period)~~may ~~from~~request the ~~closing~~trustee to release to us an additional amount of ~~our~~up ~~initial~~to ~~public~~$100,000 ~~offering~~of such accrued interest to pay those costs and expenses.

If we were 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

~~Redemption of Public Shares and Liquidation if no Initial Business Combination~~ per-share

redemption amount received by stockholders upon our dissolution would be approximately $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

~~Our amended and restated certificate of incorporation provides that we have only 24 months (or 30 months, as applicable) from~~ the ~~closing of our initial public offering to complete our initial business combination. If we are unable to complete our business combination within such~~ ~~24-month~~actual ~~period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a~~ per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less $100,000 of accrued interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board

redemption amount received by stockholders will not be substantially less than $10.00. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. 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.

21Although we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest and claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where

~~Table~~18 ~~of Contents~~

ofTable ~~directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims~~ of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period. Contents

~~Our~~we ~~sponsor,~~may ~~directors~~engage ~~and officers have entered into~~ a ~~letter~~third ~~agreement~~party ~~with~~that ~~us, pursuant~~refuses to ~~which~~execute ~~they~~a ~~have~~waiver ~~waived~~include ~~their rights to liquidating distributions from~~ the ~~trust~~engagement ~~account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months (or 30 months from the closing~~ of ~~our initial public offering if we have executed~~ a ~~letter~~third ofparty ~~intent,~~consultant ~~agreement~~whose inparticular ~~principle~~expertise or ~~definitive~~skills ~~agreement~~are ~~for~~believed ~~our~~by ~~initial~~management ~~business~~to ~~combination~~be ~~within~~significantly 24superior ~~months~~to ~~from~~those ~~the closing~~ of ~~our~~other ~~initial~~consultants ~~public~~that ~~offering~~would ~~but~~agree ~~have~~to ~~not completed~~execute ~~our~~a ~~initial~~waiver ~~business combination within such 24 month period) from the closing of our initial public offering. However, if our sponsor, directors~~ or ~~officers acquire public shares~~ in orcases ~~after~~where ~~our~~management ~~initial~~is ~~public~~unable ~~offering, they will be entitled~~ to ~~liquidating~~find ~~distributions~~a ~~from~~service ~~the~~provider ~~trust~~willing ~~account with respect~~ to ~~such~~execute ~~public~~a ~~shares if we fail to complete our initial business combination within the allotted time period~~waiver.

~~Our~~In ~~sponsor~~addition, ~~directors~~there ~~and~~is ~~officers~~no ~~have~~guarantee ~~agreed,~~that ~~pursuant~~such entities will agree to waive any claims they may have in the future as a ~~written~~result ~~agreement~~of, ~~with~~or usarising out of, ~~that~~any ~~they~~negotiations, contracts or agreements with us and will not ~~propose~~seek recourse against the trust account for any ~~amendment~~reason. toOur ~~our~~sponsor ~~amended~~has ~~and~~agreed ~~restated certificate~~that ofit ~~incorporation~~will ~~(i)~~ be liable to ~~modify~~us ~~the~~if ~~substance~~and orto ~~timing~~the ofextent ~~our~~any ~~obligation~~claims toby ~~redeem~~a ~~100%~~third ofparty (other than our ~~public~~independent ~~shares~~auditors) iffor weservices dorendered ~~not~~or ~~complete~~products ~~our~~sold ~~initial~~to us, or a prospective target business ~~combination~~with ~~within~~which 24we ~~months~~have ~~(or~~discussed 30entering ~~months,~~into asa ~~applicable)~~transaction ~~from~~agreement, reduce the ~~closing~~amount of ~~our~~ ~~initial~~funds in the trust account to below (i) $10.00 per public ~~offering,~~share or (ii) ~~with~~such ~~respect~~lesser toamount ~~any~~per ~~other~~public ~~provision~~share ~~relating~~held toin ~~stockholders’~~the ~~rights~~trust ~~or pre-initial business~~account ~~combination~~as ~~activity,~~of ~~unless~~the wedate ~~provide~~of ~~our~~the ~~public stockholders~~liquidation ~~with~~of the ~~opportunity~~trust account, due to ~~redeem~~reductions ~~their~~in ~~shares~~value of ~~Class A~~the ~~common~~trust ~~stock~~assets, ~~upon~~in ~~approval~~each case net of ~~any~~the ~~such~~amount ~~amendment~~of atinterest ~~a per-share price,~~which ~~payable~~may inbe ~~cash~~withdrawn to pay taxes, ~~equal~~except as to ~~the~~any ~~aggregate~~claims ~~amount~~by ~~then~~a ~~on deposit~~third inparty ~~the~~who ~~trust~~executed ~~account~~a ~~including~~waiver ~~interest~~of ~~earned~~any onand ~~the~~all ~~funds~~rights ~~held~~to inseek access to the trust account and ~~not~~except ~~previously~~as ~~released~~ to usany toclaims ~~pay~~under our ~~taxes,~~indemnity ~~divided~~of by the ~~number~~underwriters of ~~then~~our ~~outstanding~~initial public ~~shares.~~offering ~~However~~against certain liabilities, weincluding ~~may~~liabilities ~~not~~under ~~redeem~~the ~~our~~Securities ~~public~~Act. ~~shares in~~In anthe ~~amount~~event that ~~would~~an ~~cause~~executed ~~our~~waiver ~~net~~is ~~tangible~~deemed ~~assets~~ to be ~~less~~unenforceable ~~than~~against $5a third party,~~000,001~~ ~~upon~~then ~~consummation~~our sponsor will not be responsible to the extent of any liability for such third party claims We have not independently verified whether our ~~initial~~sponsor ~~business~~has ~~combination~~sufficient ~~(so~~funds to satisfy its indemnity obligations and believe that weour sponsor’s only assets are securities of our company. We have not ~~subject~~asked our sponsor to ~~the~~reserve ~~SEC’s~~for ~~“penny~~such ~~stock”~~indemnification ~~rules)~~obligations. IfTherefore, ~~this~~we ~~optional~~cannot ~~redemption~~assure ~~right~~you ~~is exercised~~that ~~with~~our ~~respect~~sponsor would be able to ansatisfy ~~excessive~~those ~~number~~obligations. ofAs ~~public~~a ~~shares~~result, if any such ~~that~~claims wewere ~~cannot~~successfully ~~satisfy~~made against the ~~net~~trust ~~tangible~~account, ~~asset~~the ~~requirement~~funds ~~(described~~available ~~above)~~for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we ~~would~~may not ~~proceed~~be ~~with~~able ~~the~~to ~~amendment~~complete orour ~~the~~initial ~~related~~business combination, and you would receive such lesser amount per share in connection with any redemption of ~~our~~your public shares. atNone ~~such~~of ~~time~~our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are 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 which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual value

~~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 approximately $1,300,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any accrued interest in the trust account not required to pay our taxes as described herein, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. per-share redemption price

will not be less than $10.00 per public share.

IfWe weseek ~~were~~ to ~~expend~~reduce ~~all of~~ the ~~net~~possibility ~~proceeds~~that of our ~~initial~~sponsor ~~public~~will ~~offering and~~have ~~the~~to ~~sale~~indemnify of the ~~private~~trust ~~placement~~account ~~warrants,~~due ~~other~~to ~~than~~claims ~~the~~of ~~proceeds~~creditors ~~deposited~~by inendeavoring ~~the~~to ~~trust~~have ~~account,~~all ~~and without taking into account interest~~vendors, ifservice ~~any,~~providers ~~earned~~(other onthan ~~the~~our ~~trust~~independent ~~account~~auditors), ~~the per-share redemption~~ ~~amount~~prospective ~~received~~target bybusinesses ~~stockholders~~or ~~upon~~other ~~our~~entities ~~dissolution~~with ~~would~~which bewe ~~approximately~~do ~~$10.00.~~business ~~The~~execute ~~proceeds~~agreements ~~deposited~~with inus ~~the~~waiving ~~trust~~any ~~account could~~right, ~~however~~title, ~~become~~interest ~~subject~~or toclaim ~~the claims~~ of ~~our~~any ~~creditors~~kind ~~which~~in ~~would~~or ~~have~~to ~~higher~~monies ~~priority~~held ~~than~~in the ~~claims~~trust ~~of our public stockholders~~account. WeOur ~~cannot~~sponsor ~~assure you that the actual per-share redemption amount received by stockholders~~ will also not be ~~substantially~~ ~~less~~liable ~~than~~as ~~$10.00.~~to ~~Under~~any ~~Section 281(b)~~claims ofunder ~~the DGCL,~~ our ~~plan~~indemnity of ~~dissolution~~the ~~must~~underwriters ~~provide~~of ~~for~~our ~~all~~initial ~~claims~~public offering against uscertain toliabilities, beincluding ~~paid~~liabilities inunder ~~full~~the orSecurities ~~make~~Act. ~~provision~~We ~~for~~have ~~payments~~access to beup ~~made~~to inapproximately ~~full~~$975,393 asof ~~applicable,~~cash ifwith ~~there~~which ~~are~~to ~~sufficient assets.~~pay ~~These~~any ~~claims~~such ~~must~~potential beclaims. ~~paid~~In orthe ~~provided~~event ~~for~~that ~~before~~ we ~~make~~liquidate ~~any~~and ~~distribution~~it ofis ~~our~~subsequently ~~remaining~~determined ~~assets~~that tothe ~~our~~reserve ~~stockholders.~~for ~~While~~claims weand ~~intend~~liabilities tois ~~pay such amounts~~insufficient, ifstockholders ~~any,~~who wereceived ~~cannot~~funds ~~assure~~from ~~you~~our ~~that~~trust weaccount ~~will~~could ~~have~~be ~~funds~~liable ~~sufficient~~for toclaims ~~pay~~made orby ~~provide for all~~ creditors~~’ claims~~.

~~Although~~19 we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest and claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in

22Table of Contents

~~Table of Contents~~including a 60-day notice period

during which any third-party claims can be brought against the corporation, a

each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. 90-day

period during which the corporation may reject any claims brought, and an additional

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (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 amount of funds in the trust account to 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 which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under 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, then our sponsor will not be responsible to the extent of any liability for such third party claims We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 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 will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 150-day

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering, 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 due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we are unable to complete our business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering, 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,

~~In the event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii)~~at such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share ~~redemption~~ price ~~will not be less than $10.00 per public share.~~ , 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 (less $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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following 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.

WeBecause ~~seek~~we towill ~~reduce~~not be complying with Section 280, Section 281(b) of the ~~possibility~~DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our ~~sponsor~~payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will ~~have~~be limited to ~~indemnify~~searching ~~the~~for ~~trust~~prospective ~~account~~target ~~due~~businesses to acquire, the only likely claims ofto ~~creditors~~arise bywould ~~endeavoring~~be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. ~~Our~~As ~~sponsor~~a ~~will~~result ~~also~~of ~~not~~this beobligation, ~~liable~~the ~~as to any~~ claims ~~under~~that ~~our~~could ~~indemnity~~be ofmade ~~the~~against ~~underwriters~~us ofare ~~our~~significantly ~~initial~~limited ~~public~~and ~~offering~~the ~~against~~likelihood ~~certain~~that ~~liabilities,~~any ~~including~~claim ~~liabilities~~that ~~under~~would ~~the~~result ~~Securities~~in ~~Act.~~any Weliability ~~have~~extending ~~access~~ to upthe totrust ~~approximately $1,300,000~~account ~~from~~is ~~the~~remote. ~~proceeds~~Further, of our ~~initial~~sponsor ~~public~~may ~~offering~~be ~~with~~liable ~~which~~only to ~~pay~~the ~~any~~extent ~~such~~necessary ~~potential~~to ~~claims.~~ensure Inthat the ~~event~~amounts ~~that~~in wethe ~~liquidate~~trust ~~and~~account itare isnot ~~subsequently~~reduced ~~determined~~below ~~that~~(i) ~~the~~$10.00 ~~reserve~~per ~~for~~public ~~claims~~share ~~and~~or ~~liabilities~~(ii) such islesser ~~insufficient,~~amount ~~stockholders~~per ~~who received~~public ~~funds~~share ~~from~~held ~~our~~in the trust account ~~could~~as beof ~~liable~~the ~~for~~date ~~claims~~of ~~made~~the byliquidation ~~creditors.~~of In the ~~event~~trust ~~that~~account, ~~our~~due ~~offering~~to ~~expenses~~reductions ~~exceed~~in ~~our~~value ~~estimate~~ of ~~$1,920,000,~~the wetrust ~~may~~assets, ~~fund~~in ~~such~~each ~~excess~~case ~~with~~net ~~funds~~of ~~from~~ the ~~funds~~amount ~~not~~of interest withdrawn to bepay ~~held~~taxes inand ~~the~~will ~~trust~~not ~~account.~~be ~~In such~~liable ~~case,~~as ~~the~~to ~~amount~~any claims under our indemnity of ~~funds~~the weunderwriters ~~intend~~of toour beinitial ~~held~~public ~~outside~~offering ~~the~~against ~~trust~~certain ~~account~~liabilities, ~~would~~including ~~decrease~~liabilities byunder athe ~~corresponding~~Securities ~~amount~~Act. ~~Conversely,~~In in the event that ~~the~~an ~~offering~~executed ~~expenses~~waiver ~~are~~is ~~less~~deemed ~~than~~to ~~our~~be ~~estimate~~unenforceable ofagainst ~~$1,920,000,~~a ~~the~~third ~~amount~~party, ofour ~~funds~~sponsor wewill ~~intend~~not to be ~~held~~ ~~outside~~responsible to the ~~trust~~extent ~~account~~of ~~would~~any ~~increase~~liability byfor asuch ~~corresponding~~third-party ~~amount~~claims.

23If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per

~~Table~~20 ~~of Contents~~

~~Under~~Table ~~the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent~~ of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering 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. Contents

~~Furthermore,~~share ~~if the pro rata portion of our trust account distributed~~ to our public stockholders. ~~upon~~Additionally, ~~the~~if ~~redemption of our public shares in the event~~ we dofile ~~not~~a ~~complete~~bankruptcy ~~our~~petition ~~business combination within 24 months (~~or 30an ~~months,~~involuntary asbankruptcy ~~applicable)~~petition ~~from~~is ~~the~~filed ~~closing~~against ofus ~~our~~that ~~initial public offering,~~ is not ~~considered~~dismissed, aany ~~liquidating distribution~~distributions ~~under~~received ~~Delaware~~by ~~law~~stockholders ~~and~~could ~~such redemption distribution is deemed to~~ be ~~unlawful~~viewed ~~(potentially~~under ~~due~~applicable todebtor/creditor ~~the~~and/or ~~imposition~~bankruptcy oflaws ~~legal~~as ~~proceedings~~either ~~that~~ a ~~party~~“preferential ~~may~~transfer” ~~bring~~or ~~due~~a to“fraudulent ~~other~~conveyance.” ~~circumstances~~As ~~that~~a ~~are currently unknown)~~result, ~~then~~a ~~pursuant~~bankruptcy ~~to Section 174~~court ~~of the DGCL, the statute of limitations for claims of creditors~~ could ~~then~~seek ~~be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we are unable~~ to ~~complete our~~recover ~~business~~some ~~combination within 24 months (~~or 30all ~~months,~~amounts asreceived ~~applicable)~~by ~~from the closing of~~ our ~~initial~~stockholders. ~~public offering~~Furthermore, weour ~~will:~~board ~~(i) cease all operations except for the purpose~~ of ~~winding~~directors ~~up,~~may ~~(ii) as~~be ~~promptly~~viewed as ~~reasonably~~having ~~possible~~breached ~~but not~~its ~~more~~fiduciary ~~than~~duty ~~ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal~~ to ~~the~~our ~~aggregate~~creditors ~~amount~~and/or ~~then~~may onhave ~~deposit~~acted in ~~the~~bad ~~trust~~faith, ~~account~~thereby ~~including~~exposing ~~interest earned~~itself ~~on the funds held in the trust account~~ and ~~not~~our ~~previously~~company ~~released~~ to usclaims ~~to pay our taxes (less $100,000~~ of ~~interest~~punitive ~~to pay dissolution expenses)~~damages, ~~divided~~ by ~~the~~paying ~~number of then outstanding~~ public ~~shares, which redemption will completely extinguish public~~ stockholders’ ~~rights~~from ~~as stockholders (including~~ the ~~right~~trust toaccount ~~receive~~prior ~~further liquidating distributions, if any), subject~~ to ~~applicable~~addressing ~~law, and (iii) as promptly as reasonably possible following such redemption, subject to~~ the ~~approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for~~ claims of creditors ~~and the requirements of other applicable law~~. ~~Accordingly,~~ itWe iscannot ~~our~~assure ~~intention~~you tothat ~~redeem~~claims ~~our~~will ~~public shares as soon as reasonably possible following our 24th month and, therefore, we do~~ not ~~intend~~be tobrought ~~comply~~against ~~with~~us ~~those procedures. As such, our stockholders could potentially be liable~~ for ~~any claims~~these ~~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~~reasons.

Our public stockholders are entitled to receive funds from the trust account only upon the earliest to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering or (B) with respect to any other provision relating to stockholders’

~~Because we will not be complying with Section~~rights ~~280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims~~ or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. 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 thirdpre-~~party claims.~~ initial business combination

activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with our initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights as described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

24Competition

~~Table~~In identifying, evaluating and selecting a target business for our business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of ~~Contents~~these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses is 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 our initial business combination.

IfFacilities we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our offices are 110 E. 59th Street, New York, NY 10022 and our telephone number

~~Our public stockholders are entitled to receive funds from the trust account only upon the earliest to occur of: (i)~~is ~~the completion of our initial business combination,~~ (ii212) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering or (B) with respect to any other provision relating to stockholders’ rights or pre771-~~initial~~1200. ~~business combination activity, and (iii)~~We the redemption of all of our public shares if we are unable to complete our business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with our initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights as described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote. consider

our current office space adequate for our current operations.

~~Competition~~Employees

InWe ~~identifying,~~currently ~~evaluating~~have ~~and~~two ~~selecting~~officers. aMembers ~~target~~of ~~business for~~ our ~~business~~management ~~combination,~~team weare ~~may~~not ~~encounter~~obligated ~~intense~~to ~~competition~~devote ~~from~~any ~~other~~specific ~~entities~~number ~~having~~of ~~a business~~hours ~~objective similar~~ to ~~ours,~~our ~~including~~matters ~~other~~but ~~blank~~they ~~check~~intend ~~companies,~~to ~~private~~devote ~~equity~~as ~~groups~~much ~~and~~of ~~leveraged~~their ~~buyout~~time ~~funds,~~as ~~and~~they ~~operating~~deem ~~businesses~~necessary ~~seeking~~to ~~strategic~~our ~~acquisitions.~~affairs ~~Many~~until ofwe ~~these entities are well established and~~ have ~~extensive experience~~completed ~~identifying~~our ~~and~~initial ~~effecting~~ business ~~combinations directly or through affiliates~~combination. ~~Moreover,~~The ~~many~~amount of ~~these~~time ~~competitors~~that ~~possess~~any ~~greater~~such ~~financial,~~person ~~technical,~~will ~~human~~devote ~~and~~in ~~other~~any ~~resources~~time ~~than~~period wewill ~~do.~~vary ~~Our~~based ~~ability~~on towhether ~~acquire larger target businesses is limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of~~ a target business. ~~Furthermore,~~has ~~our~~been ~~obligation~~selected ~~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~~current ~~dilution~~stage ~~they potentially represent, may not be viewed favorably by certain target businesses. Either~~ of ~~these~~the ~~factors may place us at a competitive disadvantage in successfully negotiating our initial~~ business combination process.

~~Facilities~~21

~~Our~~Table ~~offices~~of ~~are 110 E. 59th Street, New York, NY 10022 and our telephone number is (212) 771-1200. We consider our current office space adequate for our current operations.~~ Contents

~~Employees~~ITEM 1A. RISK FACTORS

WeSummary ~~currently have two officers. Members~~ of ~~our~~Risk ~~management~~Factors team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

25An investment in our securities involves a high degree of risk. Below is a summary of the principal risk factors that make an investment in our securities speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this summary of risk factors, and other risks that we face, can be founded below in “Risk Factors” and should be carefully considered, together with other information in this Report. Our principal risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

~~Table~~• Our public 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 ~~Contents~~our public stockholders do not support such a combination.

~~Legal~~• ~~Proceedings~~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.

~~There~~• isYour noonly ~~material~~opportunity ~~litigation,~~to ~~arbitration~~affect orthe ~~governmental~~investment ~~proceeding~~decision ~~currently~~regarding ~~pending~~a ~~against~~potential usbusiness orcombination ~~any~~will ~~members~~be oflimited ~~our~~to ~~management team in their capacity as such, and we and~~ the ~~members~~exercise of ~~our~~your ~~management~~right ~~team~~to ~~have~~redeem ~~not~~your ~~been~~shares ~~subject~~from tous ~~any~~for ~~such~~cash, ~~proceeding~~unless inwe ~~the~~seek 12stockholder ~~months~~approval ~~preceding~~of ~~the~~our ~~date~~initial ofbusiness ~~this Report~~combination.

~~Item~~• ~~1A.~~The ~~Risk~~ability ~~Factors~~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.

~~Summary~~• The ability of ~~Risk~~our ~~Factors~~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.

An• ~~investment~~The inability of our ~~securities~~public ~~involves~~stockholders ato ~~high~~exercise ~~degree~~redemption ofrights ~~risk.~~with ~~Below~~respect isto a ~~summary~~large number of ~~the principal risk factors that make an investment in~~ our ~~securities speculative~~shares orcould ~~risky.~~increase ~~This summary does not address all of~~ the ~~risks~~probability that weour ~~face.~~initial ~~Additional~~business ~~discussion~~combination ofwould ~~the~~be ~~risks~~unsuccessful ~~summarized in this summary of risk factors,~~ and ~~other risks~~ that weyou ~~face,~~would ~~can~~have beto ~~founded~~wait ~~below~~for inliquidation ~~“Risk Factors” and should be carefully considered, together with other information~~ in ~~this~~order ~~Report. Our principal risks and uncertainties include, but are not limited~~ to, ~~the~~redeem ~~following~~your ~~risks, uncertainties and other factors:~~ stock.

• ~~Our~~The ~~public~~requirement ~~stockholders~~that we complete our initial business combination within the prescribed time frame may ~~not~~give bepotential ~~afforded~~target anbusinesses ~~opportunity~~leverage toover ~~vote~~us onin negotiating our ~~proposed~~ initial business combination, ~~which~~and ~~means we~~ may ~~complete~~decrease our ~~initial~~ability to conduct due diligence on potential business combination ~~even~~targets, ~~though~~in aparticular, ~~majority~~as ofwe approach our ~~public~~dissolution ~~stockholders~~deadline, dowhich ~~not~~could ~~support~~undermine ~~such~~our aability to complete our initial business combination on terms that would produce value for our public stockholders.

• IfWe wemay ~~seek~~not ~~stockholder~~be ~~approval~~able ofto complete our initial business combination within the prescribed time frame, ~~our~~in ~~initial~~which ~~stockholders~~case ~~have~~we ~~agreed~~would tocease ~~vote~~all inoperations ~~favor~~except for the purpose of ~~such~~winding ~~initial~~up ~~business~~and ~~combination~~we would redeem our public shares and liquidate, ~~regardless~~in ofwhich ~~how~~case our public stockholders ~~vote~~may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

• ~~Your~~If ~~only~~a ~~opportunity~~stockholder fails to ~~affect~~receive ~~the~~notice ~~investment~~of ~~decision~~our ~~regarding~~offer ato ~~potential~~redeem ~~business~~our ~~combination~~public ~~will~~shares bein ~~limited~~connection towith ~~the~~our ~~exercise~~initial ofbusiness ~~your~~combination, ~~right~~or fails to ~~redeem~~comply ~~your~~with ~~shares~~the ~~from~~procedures us for ~~cash,~~tendering ~~unless~~its weshares, ~~seek~~such ~~stockholder~~shares ~~approval~~may ofnot ~~our~~be ~~initial business combination~~redeemed.

• ~~The~~We ~~ability~~are ofnot ~~our~~required ~~public stockholders~~ to ~~redeem~~obtain ~~their~~an ~~shares~~opinion ~~for~~from ~~cash~~an ~~may~~independent ~~make~~investment ~~our~~banking ~~financial~~firm ~~condition~~or ~~unattractive~~from toan ~~potential~~independent ~~business~~accounting ~~combination~~firm, ~~targets~~and consequently, ~~which~~you may ~~make~~have itno ~~difficult~~assurance ~~for~~from usan toindependent ~~enter~~source ~~into~~that athe price we are paying for the business ~~combination~~is ~~with~~fair to our company from a ~~target~~financial point of view.

• ~~The~~our ~~ability~~independent ofregistered ~~our~~ public ~~stockholders~~accounting tofirm’s ~~exercise~~report ~~redemption~~contains ~~rights~~an ~~with~~explanatory ~~respect~~paragraph that expresses substantial doubt about our ability to continue as a ~~large~~“going ~~number~~concern,” ofsince ~~our~~we ~~shares~~determined we may not ~~allow~~have ussufficient cash and working capital to ~~complete~~meet our needs and we will cease all operations except for the ~~most~~purpose ~~desirable~~of liquidating if we are unable to complete an initial business combination orby ~~optimize~~February ~~our~~3, ~~capital structure~~2023.

•22 The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

•Table ~~The~~of requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating our initial business combination and may decrease our ability 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 public stockholders.Contents

• We may ~~not~~engage bein ~~able~~an ~~to complete our~~ initial business combination ~~within~~with ~~the~~one ~~prescribed~~or ~~time~~more ~~frame,~~target inbusinesses ~~which~~that ~~case~~have werelationships ~~would~~with ~~cease~~entities ~~all~~that ~~operations~~may ~~except~~be ~~for~~affiliated ~~the~~with ~~purpose of winding up and we would redeem~~ our ~~public~~sponsor, ~~shares and liquidate~~officers, indirectors ~~which~~or ~~case~~existing ~~our~~holders ~~public~~which ~~stockholders~~ may ~~only~~raise ~~receive~~potential ~~$10.00~~conflicts ~~per~~of ~~share, or less than such amount in certain circumstances, and our warrants will expire worthless~~interest.

• IfWe amay ~~stockholder~~only ~~fails~~be able to ~~receive~~complete ~~notice~~one ofbusiness ~~our~~combination ~~offer~~with tothe ~~redeem~~proceeds of our initial public ~~shares~~offering inand ~~connection~~the ~~with~~sale ~~our~~of ~~initial~~the ~~business~~private ~~combination~~placement warrants and forward purchase units, orwhich ~~fails~~will cause us to ~~comply~~be ~~with~~solely ~~the~~dependent ~~procedures~~on ~~for~~a ~~tendering~~single ~~its~~business ~~shares,~~which ~~such~~may ~~shares~~have a limited number of products or services and limited operating activities. This lack of diversification may ~~not~~negatively beimpact ~~redeemed~~our operating results and profitability.

• WeOur ~~are~~directors ~~not~~and ~~required~~officers toallocate ~~obtain~~their antime ~~opinion~~to ~~from~~other anbusinesses ~~independent~~thereby ~~investment~~causing ~~banking~~conflicts ~~firm~~of orinterest ~~from~~in antheir ~~independent~~determination ~~accounting~~as ~~firm,~~to ~~and~~how ~~consequently,~~much ~~you~~time ~~may~~to ~~have~~devote noto ~~assurance~~our ~~from~~affairs. anThis ~~independent~~conflict ~~source~~of ~~that~~interest ~~the~~could ~~price~~have wea ~~are~~negative ~~paying~~impact ~~for~~on ~~the~~our ~~business~~ability ~~is fair~~ to complete our ~~company~~initial ~~from~~business ~~a financial point of view~~combination.

• WeCertain ~~may~~of ~~engage~~our indirectors anand ~~initial~~officers ~~business~~are ~~combination~~now, ~~with~~and ~~one~~all orof ~~more~~them ~~target~~may ~~businesses~~in ~~that~~the ~~have~~future ~~relationships~~become, affiliated with entities ~~that~~engaged ~~may~~in business activities similar to those intended to be ~~affiliated~~conducted ~~with~~by ~~our~~us ~~sponsor~~and, ~~officers~~accordingly, ~~directors~~may orhave ~~existing~~conflicts ~~holders~~of interest in allocating their time and determining to which ~~may~~entity ~~raise~~a ~~potential~~particular ~~conflicts~~business ofopportunity ~~interest~~should be presented.

• WeSince ~~may~~our ~~only~~sponsor, bedirectors ~~able~~and toofficers ~~complete~~will ~~one~~lose ~~business~~their ~~combination~~entire ~~with~~investment ~~the~~in ~~proceeds~~us ofif our initial ~~public~~business ~~offering~~combination ~~and~~is ~~the~~not ~~sale of the private placement warrants and forward purchase units~~completed, ~~which~~a ~~will~~conflict ~~cause~~of usinterest tomay bearise ~~solely~~in ~~dependent~~determining onwhether a ~~single~~particular business ~~which~~combination ~~may~~target ~~have~~is aappropriate ~~limited~~for ~~number of products or services and limited operating activities. This lack of diversification may negatively impact~~ our ~~operating~~initial ~~results~~business ~~and profitability~~combination.

26• Provisions in our amended and restated certificate of incorporation may limit our stockholders’ ability to obtain a favorable judicial forum.

~~Table~~Risks Relating to our Search for, and Consummation of ~~Contents~~or Inability to Consummate, a Business Combination

• Our ~~directors~~public ~~and~~stockholders ~~officers~~may ~~allocate~~not ~~their~~be ~~time~~afforded toan ~~other~~opportunity ~~businesses~~to ~~thereby~~vote ~~causing~~on ~~conflicts~~our ofproposed ~~interest~~initial inbusiness ~~their~~combination, ~~determination~~which asmeans towe ~~how~~may ~~much~~complete ~~time to devote to~~ our ~~affairs.~~initial ~~This~~business ~~conflict~~combination ofeven ~~interest~~though ~~could have~~ a ~~negative~~majority ~~impact~~of on our ~~ability~~public tostockholders ~~complete~~do ~~our~~not ~~initial~~support ~~business~~such a combination.

•We ~~Certain~~may ofchoose not to hold a stockholder vote to approve our ~~directors~~initial ~~and~~business ~~officers~~combination ~~are~~unless ~~now~~our initial business combination would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other legal reasons. For instance, ~~and~~the ~~all~~NYSE rules currently allow us to engage in a tender offer in lieu of ~~them~~a ~~may~~stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares of common stock to a target business as consideration in ~~the~~any ~~future~~business ~~become~~combination. Therefore, ~~affiliated~~if ~~with~~we ~~entities~~were ~~engaged~~structuring ina business ~~activities~~combination ~~similar~~that required us to ~~those~~issue ~~intended~~more than 20% of our outstanding shares of common stock, we would seek stockholder approval of such business combination. Except as required by law, the decision as to whether we will seek stockholder approval of a proposed initial business combination or will allow stockholders to sell their shares to us in a tender offer will be ~~conducted~~made by us ~~and~~, ~~accordingly~~solely in our discretion, ~~may~~and ~~have~~will ~~conflicts~~be based on a variety of ~~interest~~factors, insuch ~~allocating~~as ~~their~~the ~~time~~timing of the transaction and ~~determining~~whether the terms of the transaction would otherwise require us to ~~which~~seek ~~entity~~stockholder aapproval. ~~particular~~Accordingly, we may complete our initial business ~~opportunity~~combination ~~should~~even beif ~~presented~~holders of a majority of our public shares do not approve of the initial business combination we complete.

•If ~~Since~~we ~~our~~seek ~~sponsor,~~stockholder ~~directors~~approval ~~and~~of ~~officers will lose their entire investment in us if~~ our initial business combination ~~is not completed~~, aour ~~conflict~~initial ofstockholders ~~interest~~have ~~may~~agreed ~~arise~~to vote in ~~determining~~favor ~~whether~~of asuch ~~particular~~initial business combination, ~~target~~regardless isof ~~appropriate~~how ~~for~~ our ~~initial~~public ~~business~~stockholders ~~combination~~vote.

•Pursuant ~~Provisions~~to ina letter agreement, our ~~amended~~sponsor, directors and ~~restated~~officers ~~certificate~~have agreed to vote their founder shares, as well as any public shares purchased during or after our initial public offering (including in open market and privately negotiated transactions), in favor of ~~incorporation~~our ~~may~~initial ~~limit~~business combination. As a result, in addition to our initial stockholders’ ~~ability~~founder shares, we would need only 18,750,001, or 37.5%, of the 50,000,000 public shares sold in our initial public offering to ~~obtain~~be voted in favor of a ~~favorable~~transaction ~~judicial~~(assuming ~~forum~~all outstanding shares are voted) in order to have our initial business combination approved. Our initial stockholders owned shares representing 20% of our outstanding shares of common stock immediately following the completion of our initial public offering.

~~RISKS~~23 ~~RELATING TO OUR SEARCH FOR, AND CONSUMMATION OF OR INABILITY TO CONSUMMATE, A BUSINESS COMBINATION~~

~~Our~~Table ~~public 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 public stockholders do not support such a combination.~~ Contents

WeAccordingly, may choose not to hold a stockholder vote to approve our initial business combination unless our initial business combination would require stockholder approval under applicable law or stock exchange listing requirements or if we ~~decide~~seek ~~to hold a~~ stockholder ~~vote for business or other legal reasons. For instance, the NYSE rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder~~ approval ~~if we were seeking to issue more than 20%~~ of our ~~outstanding~~initial ~~shares of common stock to a target~~ business ~~as consideration in any business~~ combination~~. Therefore~~, ifthe weagreement ~~were structuring~~by ~~a business combination that required us to issue more than 20% of~~ our ~~outstanding shares of common stock~~sponsor, wedirectors ~~would~~and ~~seek~~officers ~~stockholder approval of such business combination. Except as required by law, the decision as~~ to ~~whether~~vote wein ~~will~~favor ~~seek stockholder approval~~ of aour ~~proposed~~ initial business combination or will ~~allow~~increase ~~stockholders~~the tolikelihood ~~sell~~that ~~their~~we ~~shares to us in a tender offer~~ will bereceive ~~made by us, solely in our discretion, and will be based on a variety of factors, such as~~ the ~~timing~~requisite ~~of the transaction and whether the terms of the transaction would otherwise require us to seek~~ stockholder approval. ~~Accordingly,~~for wesuch ~~may complete our~~ initial business combination ~~even if holders of a majority of our public shares do not approve of the initial business combination we complete~~.

IfIn weevaluating ~~seek~~a ~~stockholder~~prospective ~~approval~~target ofbusiness for our initial business combination, our ~~initial~~management ~~stockholders~~relies ~~have~~on ~~agreed~~the availability of all the funds from the sale of the forward purchase units to ~~vote~~ inbe ~~favor~~used as part of ~~such~~the consideration to the sellers in the initial business combination,. ~~regardless~~If the sale of ~~how~~some or all of the forward purchase units fails to close, for any reason, we may lack sufficient funds to consummate our ~~public~~initial ~~stockholders~~business ~~vote~~combination.

~~Pursuant~~In toconnection awith ~~letter~~the ~~agreement~~consummation of our initial public offering, our sponsor~~, directors~~ ~~and~~entered ~~officers~~into ~~have~~a ~~agreed~~forward topurchase ~~vote~~agreement ~~their~~with ~~founder~~us ~~shares,~~pursuant asto ~~well~~which asour ~~any~~sponsor ~~public~~committed ~~shares~~that ~~purchased~~it ~~during~~will orpurchase ~~after~~from ~~our~~us ~~initial~~up ~~public~~to ~~offering~~8,000,000 ~~(including~~forward inpurchase ~~open~~units ~~market~~for ~~and~~an ~~privately~~aggregate ~~negotiated~~purchase ~~transactions)~~price of up to $80,000,000, in ~~favor~~a ofprivate ~~our~~placement ~~initial~~that ~~business combination.~~will Asclose aconcurrently ~~result,~~with inthe ~~addition~~closing toof our initial ~~stockholders’~~business ~~founder~~combination. ~~shares,~~The weproceeds ~~would~~from ~~need~~the ~~only~~sale ~~18,750,001,~~of orthese ~~37.5%~~forward purchase units, oftogether with the ~~50,000,000~~amounts ~~public~~available ~~shares~~to ~~sold~~us infrom ~~our~~the ~~initial~~trust ~~public~~account ~~offering~~(after togiving beeffect ~~voted~~to inany ~~favor~~redemptions of apublic ~~transaction~~shares) ~~(assuming~~and ~~all outstanding~~any ~~shares~~other ~~are~~equity ~~voted)~~or indebt ~~order~~financing toobtained ~~have~~by ~~our~~us ~~initial~~in ~~business~~connection ~~combination~~with ~~approved.~~the ~~Our~~business ~~initial~~combination, ~~stockholders~~will ~~owned~~be ~~shares~~used ~~representing~~to ~~20%~~satisfy ofthe ~~our~~cash ~~outstanding~~requirements ~~shares~~ of ~~common~~the ~~stock~~business ~~immediately~~combination, ~~following~~including funding the ~~completion~~purchase ofprice ~~our~~and ~~initial~~paying ~~public offering.~~expenses ~~Accordingly,~~and ifretaining wespecified ~~seek~~amounts ~~stockholder~~to ~~approval~~be ofused ~~our~~by ~~initial~~the post-business combination, ~~the~~company ~~agreement~~for byworking ~~our~~capital ~~sponsor,~~or ~~directors~~other ~~and~~purposes. ~~officers~~To tothe ~~vote~~extent inthat ~~favor~~the ofamounts ~~our~~available ~~initial~~from ~~business~~the ~~combination~~trust ~~will~~account ~~increase~~and ~~the~~other ~~likelihood~~financing ~~that~~are wesufficient ~~will~~for ~~receive the~~such ~~requisite~~cash ~~stockholder~~requirements, ~~approval~~fewer ~~for~~than ~~such~~8,000,000 ~~initial~~forward ~~business~~purchase ~~combination~~units may be purchased.

InOur ~~evaluating~~sponsor’s acommitment ~~prospective~~under ~~target~~the ~~business~~forward ~~for~~purchase ~~our~~agreement ~~initial~~is ~~business combination~~subject to approval, prior to our ~~management~~entering ~~relies~~into ona ~~the~~definitive ~~availability~~agreement for our initial business combination, of ~~all~~Mason ~~the~~Capital. ~~funds~~In ~~from~~addition, ~~the~~our ~~sale~~sponsor’s ofobligation to purchase the forward purchase units tois besubject ~~used~~to asfulfillment ~~part~~ of ~~the~~customary ~~consideration~~closing toconditions, ~~the~~including ~~sellers~~that inour ~~the~~ initial business combination. Ifmust be consummated substantially concurrently with the ~~sale~~purchase of ~~some~~the orforward ~~all~~purchase units. If the sale of the forward purchase units ~~fails~~does tonot close, for any reason, including by reason of the failure to fund the purchase price, for example, we may lack sufficient funds to consummate our initial business combination.

27Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of our initial business combination.

~~Table~~Since our board of ~~Contents~~directors may complete our initial business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on our initial business combination, unless we seek such stockholder vote. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.

InThe ~~connection~~ability ~~with the consummation~~ of our ~~initial~~ public ~~offering,~~stockholders ~~our sponsor entered into a forward purchase agreement with us pursuant~~ to ~~which~~redeem ~~our~~their ~~sponsor~~shares ~~committed that it will purchase from us up to 8,000,000 forward purchase units~~ for ancash ~~aggregate~~may ~~purchase~~make ~~price of up to $80,000,000, in a private placement that will close concurrently with the closing of~~ our ~~initial~~financial ~~business~~condition ~~combination.~~unattractive ~~The proceeds from the sale of these forward purchase units, together with the amounts available~~ to uspotential ~~from the trust account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by us in connection with the~~ business combination, ~~will be used to satisfy the cash requirements of the business combination~~targets, ~~including~~which ~~funding~~may ~~the~~make ~~purchase~~it ~~price~~difficult ~~and~~for ~~paying~~us ~~expenses and retaining specified amounts~~ to beenter ~~used~~into bya ~~the post-~~business combination ~~company~~with ~~for~~a ~~working capital or other purposes~~target. ~~To the extent that the amounts available from the trust account and other financing are sufficient for such cash requirements, fewer than 8,000,000 forward purchase units may be purchased.~~

~~Our~~We ~~sponsor’s~~may ~~commitment~~seek ~~under~~to ~~the~~enter ~~forward~~into ~~purchase~~our initial business combination agreement iswith ~~subject~~a toprospective ~~approval~~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, ~~prior~~we would not be able to ~~our~~meet ~~entering~~such ~~into~~closing condition and, as a ~~definitive~~ ~~agreement~~result, ~~for~~would not be able to proceed with our initial business combination. Furthermore, ofin ~~Mason~~no ~~Capital.~~event Inwill ~~addition,~~we redeem our ~~sponsor’s~~public ~~obligation~~shares toin ~~purchase~~an ~~the~~amount ~~forward~~that ~~purchase~~would ~~units~~cause isour ~~subject~~net totangible ~~fulfillment~~assets ofto ~~customary~~be ~~closing~~less ~~conditions~~than $5,000,001 ~~including~~upon ~~that~~consummation of our initial business combination ~~must~~and beafter ~~consummated~~payment ~~substantially~~of ~~concurrently~~underwriters’ ~~with~~fees and commissions (so that we are not subject to the ~~purchase~~SEC’s of“penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the ~~forward~~agreement ~~purchase~~relating ~~units~~to our initial business combination. IfConsequently, ~~the~~if ~~sale~~accepting ofall ~~the~~properly ~~forward~~submitted ~~purchase~~redemption ~~units~~requests ~~does~~would ~~not~~cause ~~close~~our ~~for~~net ~~any~~tangible ~~reason~~assets to be less than $5,000,001 ~~including~~upon byconsummation ~~reason~~of our initial business combination and after payment of ~~the~~underwriters’ ~~failure~~fees and commissions or such greater amount necessary to ~~fund~~satisfy ~~the~~a ~~purchase price,~~closing ~~for~~condition ~~example~~as described above, we would not proceed with such redemption and the related business combination and may ~~lack~~instead ~~sufficient~~search ~~funds~~for an alternate initial business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to ~~consummate~~enter ~~our~~into an initial business combination with us.

~~Your~~24 only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of our initial business combination.

~~Since~~Table ~~our board~~ of directors may complete our initial business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on our initial business combination, unless we seek such stockholder vote. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination. Contents

The ability of our public stockholders to ~~redeem~~exercise ~~their~~redemption ~~shares~~rights ~~for~~with ~~cash~~respect ~~may~~to ~~make~~a ~~our~~large ~~financial~~number ~~condition~~of ~~unattractive~~our toshares ~~potential business combination targets, which~~ may ~~make~~not itallow ~~difficult for~~ us to ~~enter~~complete ~~into~~the amost desirable business combination ~~with~~or aoptimize ~~target~~our capital structure.

At the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B common stock results in the issuance of Class A shares on a greater than

~~We may seek~~ one-to enter into our initial business combination 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 our initial business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of underwriters’ fees and commissions or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate initial business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into an initial business combination with us. -one

basis upon conversion of the Class B common stock at the time of our initial business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a business combination. The

28 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

~~Table of Contents~~per-share

value of shares held by

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. non-redeeming

stockholders will reflect our obligation to pay the deferred underwriting commissions.

AtThe ~~the~~ability ~~time~~of ~~we enter into an agreement for~~ our ~~initial~~public ~~business combination, we will not know how many~~ stockholders ~~may~~to exercise ~~their~~ redemption rights, ~~and~~with ~~therefore~~respect ~~will need~~ to ~~structure~~a ~~the~~large ~~transaction based on our expectations as to the~~ number of ~~shares that will be submitted for redemption. If~~ our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares ~~are~~could submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the ~~extent~~probability that ~~the anti-dilution provision of the Class B common stock results in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock at the time of~~ our initial business combination. ~~The~~would ~~above~~be ~~considerations~~unsuccessful ~~may~~and ~~limit~~that ~~our ability~~you towould ~~complete~~have ~~the most desirable business combination available~~ to uswait ~~or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted~~ for ~~any~~liquidation ~~shares that are redeemed~~ in ~~connection~~ ~~with~~order ~~a business combination. The per-share amount we will distribute~~ to ~~stockholders~~redeem ~~who~~your properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissionsstock.

~~The~~If ~~ability~~our initial business combination agreement requires us to use a portion of ~~our~~the ~~public~~cash ~~stockholders~~in the trust account to ~~exercise~~pay ~~redemption~~the ~~rights~~purchase ~~with~~price, ~~respect~~or requires us to have a ~~large~~minimum ~~number~~amount of ~~our~~cash ~~shares could~~at ~~increase~~closing, the probability that our initial business combination would be unsuccessful ~~and~~is ~~that~~increased. If our initial business combination is unsuccessful, you would ~~have~~not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to ~~wait~~sell ~~for~~your ~~liquidation~~stock in ~~order~~the open market; however, at such time our stock may trade at a discount to ~~redeem~~the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

IfThe requirement that we complete our initial business combination ~~agreement~~within ~~requires us to use a portion of~~ the ~~cash~~prescribed intime ~~the~~frame ~~trust~~may ~~account~~give topotential ~~pay~~target ~~the~~businesses ~~purchase~~leverage ~~price,~~over ~~or requires~~ us toin ~~have~~negotiating ~~a minimum amount of cash at closing, the probability that~~ our initial business combination ~~would~~and bemay ~~unsuccessful~~decrease ~~is increased. If~~ our ~~initial~~ability ~~business~~to ~~combination~~conduct isdue ~~unsuccessful,~~diligence ~~you~~on ~~would~~potential ~~not~~business ~~receive~~combination ~~your~~targets, ~~pro~~in ~~rata~~particular, ~~portion~~as ~~of the trust account until~~ we ~~liquidate~~approach ~~the~~our ~~trust~~dissolution ~~account. If you are in need of immediate liquidity~~deadline, ~~you~~which could ~~attempt~~undermine ~~to sell your stock in the open market; however, at such time~~ our ~~stock~~ability ~~may trade at a discount~~ to ~~the~~complete ~~pro~~our ~~rata~~initial ~~amount~~business ~~per~~combination ~~share in the trust account. In either situation, you may suffer a material loss~~ on ~~your~~terms ~~investment~~that orwould ~~lose~~produce ~~the~~value ~~benefit~~for ~~of funds expected in connection with~~ our ~~redemption~~public ~~until we liquidate or you are able to sell your stock in the open market~~stockholders.

~~The~~Any ~~requirement~~potential target business with which we enter into negotiations concerning our initial business combination will be aware that we must complete our initial business combination within 24 months (or 30 months, as applicable) from the ~~prescribed~~closing ~~time~~of ~~frame~~our ~~may~~initial ~~give~~public ~~potential~~offering. Consequently, such target ~~businesses~~business may obtain leverage over us in negotiating ~~our~~an initial business combination, ~~and~~knowing ~~may~~that ~~decrease~~if we do not complete our ~~ability~~initial tobusiness ~~conduct~~combination ~~due~~with ~~diligence~~that onparticular ~~potential~~target business, we may be unable to complete our initial business combination ~~targets,~~with inany ~~particular,~~target business. This risk will increase as we ~~approach~~get ~~our~~closer ~~dissolution~~to ~~deadline~~the timeframe described above. In addition, ~~which~~we ~~could~~may ~~undermine~~have ~~our~~limited ~~ability~~time to ~~complete~~conduct due diligence and may enter into our initial business combination on terms that we would ~~produce~~have ~~value~~rejected ~~for~~upon ~~our~~a ~~public~~more ~~stockholders~~comprehensive investigation.

~~Any~~We ~~potential~~may ~~target~~not ~~business with which we enter into negotiations concerning our initial business combination will~~ be ~~aware~~able ~~that~~to ~~we must~~ complete our initial business combination within ~~24 months (or 30 months, as applicable) from~~ the ~~closing~~prescribed oftime ~~our initial public offering. Consequently~~frame, ~~such~~in ~~target business~~which ~~may~~case ~~obtain~~we ~~leverage~~would ~~over~~cease usall inoperations ~~negotiating~~except anfor ~~initial~~the ~~business~~purpose ~~combination,~~of ~~knowing~~winding ~~that~~up ifand we dowould ~~not~~redeem ~~complete~~ our ~~initial~~public ~~business~~shares ~~combination~~and ~~with that particular target business~~liquidate, wein ~~may~~which becase ~~unable to complete~~ our ~~initial~~public ~~business combination~~stockholders ~~with~~may ~~any~~only ~~target~~receive ~~business~~$10.00 ~~This~~per ~~risk~~share, ~~will~~or ~~increase~~less asthan wesuch ~~get~~amount ~~closer~~in tocertain ~~the timeframe described above. In addition~~circumstances, ~~we may have limited time to conduct due diligence~~ and ~~may enter into~~ our ~~initial~~warrants ~~business~~will ~~combination~~expire ~~on terms that we would have rejected upon a more comprehensive investigation~~worthless.

WeOur ~~may~~amended ~~not~~and berestated ~~able~~certificate toof incorporation provides that we must complete our initial business combination within ~~the~~24 ~~prescribed time~~months ~~frame~~(or 30 months, inas ~~which~~applicable) ~~case~~from wethe ~~would~~closing ~~cease~~of ~~all~~our ~~operations~~initial ~~except~~public ~~for~~offering. ~~the~~We ~~purpose~~may ofnot ~~winding~~be upable ~~and~~to wefind ~~would~~a ~~redeem~~suitable target business and complete our ~~public~~initial ~~shares~~business ~~and~~combination ~~liquidate,~~within insuch ~~which~~time ~~case~~period. Our ability to complete our ~~public~~initial ~~stockholders~~business combination may ~~only~~be ~~receive~~negatively ~~$10.00~~affected ~~per~~by ~~share~~general market conditions, orvolatility ~~less~~in ~~than~~the ~~such~~capital ~~amount~~and ~~in certain~~debt ~~circumstances,~~markets and ~~our~~the ~~warrants~~other ~~will~~risks ~~expire~~described ~~worthless~~herein.

~~Our~~25 amended and restated certificate of incorporation provides that we must complete our initial business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering. We may not be able to find a suitable target business and complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively affected by general market conditions, volatility in the capital and debt markets and the other risks described herein.

29Table of Contents

~~Table of Contents~~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 (less $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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.00 per share, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less $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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.00 per share, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock or warrants.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants, or a combination thereof, in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of our initial business combination and thereby increase the likelihood of obtaining stockholder approval of our initial business combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of the 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. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent that such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of our Class A common stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

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

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

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~~hold~~You ~~their~~are ~~shares~~not inentitled ~~“street name,”~~ to ~~either~~protections ~~tender~~normally ~~their~~afforded ~~certificates~~ to ~~our~~investors ~~transfer~~of ~~agent~~many prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other ~~procedures,~~blank ~~its~~check ~~shares may not be redeemed~~companies.

Since the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete our initial business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, because we had net tangible assets in excess of $5,000,000 upon the completion of our initial public offering and the sale of the private placement warrants and filed a Current report on Form

~~You are not entitled to protections normally afforded to investors of many other blank check companies.~~ 8-K,

including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections of those rules. Among other things, this means our units became immediately tradable and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, being subject to Rule 419 would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with the completion of our initial business combination.

~~Since~~If ~~the~~we ~~net~~seek ~~proceeds~~stockholder ofapproval ~~our initial public offering and the sale~~ of ~~the private placement warrants are intended to be used to complete~~ our initial business combination ~~with~~and awe ~~target~~do ~~business that has~~ not ~~been~~conduct ~~identified,~~redemptions wepursuant ~~may be deemed~~ to ~~be a “blank check” company under~~ the ~~United~~tender ~~States~~offer ~~securities laws. However~~rules, ~~because we had net tangible assets in excess of $5,000,000 upon the completion of our initial public offering~~ and ~~the~~if ~~sale~~you ofor ~~the private placement warrants and filed~~ a ~~Current~~“group” ~~report~~of onstockholders ~~Form 8-K, including an audited balance sheet demonstrating this fact, we~~ are ~~exempt~~deemed ~~from rules promulgated by the SEC~~ to ~~protect~~hold ~~investors~~ in ~~blank~~excess ~~check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections~~ of ~~those~~15% ~~rules. Among other things, this means our units became immediately tradable and we have a longer period~~ of ~~time to complete~~ our ~~initial~~Class A ~~business~~common ~~combination than do companies subject to Rule 419. Moreover~~stock, ~~being~~you ~~subject~~will tolose ~~Rule 419 would prohibit~~ the ~~release~~ability ~~of any interest earned on funds held in the trust account~~ to usredeem ~~unless and~~all ~~until~~such ~~the~~shares ~~funds~~ in ~~the~~excess ~~trust~~of ~~account~~15% ~~were released to us in connection with the completion~~ of our ~~initial~~Class A ~~business~~common ~~combination~~stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and ifrestated ~~you~~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 ~~stockholders~~the ~~are~~Exchange ~~deemed~~Act), will be restricted from seeking redemption rights with respect to ~~hold~~more inthan ~~excess~~an aggregate of 15% of the shares sold in our ~~Class A~~initial ~~common~~public ~~stock~~offering, ~~you~~ ~~will~~without ~~lose~~our prior consent which we refer to as the “Excess Shares.” However, we would not be restricting our public stockholders’ ability to ~~redeem~~vote all ~~such~~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 ~~excess~~us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of ~~our~~such ~~Class A~~shares, ~~common~~would be required to sell your stock in open market transactions, potentially at a loss.

IfBecause ~~we seek stockholder approval~~ of our ~~initial business~~limited ~~combination~~resources and wethe dosignificant ~~not~~competition ~~conduct~~for ~~redemptions in connection with our initial~~ business combination ~~pursuant to the tender offer rules~~opportunities, ~~our~~it ~~amended~~may 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~~difficult anfor ~~aggregate~~us ~~of 15% of the shares sold in our initial public offering, without our prior consent which we refer~~ to ascomplete ~~the “Excess Shares.” However, we would not be restricting~~ our ~~public stockholders’ ability to vote all of their shares (including Excess Shares) for or against our~~ initial business combination. ~~Your~~If ~~inability~~we toare ~~redeem~~unable ~~the Excess Shares will reduce your influence over our ability~~ to complete our initial business combination, ~~and~~our ~~you~~public ~~could~~stockholders ~~suffer~~may ~~a material~~receive ~~loss~~only onapproximately ~~your investment in us if you sell Excess Shares in open market transactions~~$10.00 ~~Additionally,~~per ~~you~~share ~~will~~on ~~not~~our ~~receive~~ redemption ~~distributions~~of ~~with respect to the Excess Shares if we complete~~ our ~~initial~~public ~~business combination. And as a result, you will continue to hold that number of~~ shares ~~exceeding 15% and~~, inor ~~order~~less tothan ~~dispose of~~ such ~~shares,~~amount ~~would be required to sell your stock~~ in ~~open~~certain ~~market transactions~~circumstances, ~~potentially~~and atour awarrants ~~loss~~will expire worthless.

~~Because~~We ofexpect ~~our~~to ~~limited~~encounter ~~resources~~intense ~~and~~competition ~~the~~from ~~significant~~other ~~competition~~entities ~~for~~having a business ~~combination~~objective ~~opportunities~~similar to ours, itincluding private investors (which may be ~~more~~individuals ~~difficult~~or investment partnerships), other blank check companies and other entities, domestic and international, competing for usthe totypes ~~complete~~of ~~our initial~~businesses ~~business~~we ~~combination~~intend to acquire. IfMany weof these individuals and entities are ~~unable~~well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to ~~complete~~various ~~our~~industries. ~~initial~~Many ~~business~~of ~~combination~~these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our ~~public~~financial ~~stockholders~~resources ~~may~~are ~~receive~~relatively ~~only~~limited ~~approximately~~when ~~$10~~contrasted with those of many of these competitors.00 ~~per~~While ~~share~~we onbelieve ~~our~~there ~~redemption~~are numerous target businesses we could potentially acquire with the net proceeds of our initial public ~~shares~~offering and the sale of the private placement warrants, orour ~~less~~ability ~~than~~to ~~such~~compete ~~amount~~with inrespect to the acquisition of certain ~~circumstances,~~ ~~and~~target ~~our~~businesses ~~warrants~~that are sizable will ~~expire~~be ~~worthless~~limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

WeFurthermore, ~~expect~~because towe ~~encounter~~are ~~intense~~obligated ~~competition from other entities having a business objective similar~~ to ~~ours,~~pay ~~including~~cash ~~private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing~~ for the ~~types~~shares of ~~businesses~~Class A wecommon ~~intend~~stock towhich ~~acquire.~~our ~~Many~~public ofstockholders ~~these individuals~~redeem ~~and entities are well-established and have extensive experience~~ in ~~identifying~~connection ~~and~~with ~~effecting,~~our ~~directly~~initial orbusiness ~~indirectly~~combination, ~~acquisitions~~target of companies ~~operating~~will inbe oraware ~~providing~~that ~~services~~this tomay ~~various~~reduce ~~industries.~~the ~~Many of these competitors possess greater technical, human and other~~ resources oravailable ~~more~~to ~~local~~us ~~industry~~for ~~knowledge~~our ~~than~~initial webusiness docombination. ~~and~~This ~~our~~may ~~financial~~place ~~resources~~us ~~are~~at ~~relatively~~a ~~limited~~competitive ~~when~~disadvantage ~~contrasted~~in ~~with~~successfully ~~those~~negotiating ofour ~~many~~initial ofbusiness ~~these competitors~~combination. ~~While~~If we ~~believe there~~ are ~~numerous~~unable ~~target businesses~~to wecomplete ~~could~~our ~~potentially~~initial ~~acquire~~business ~~with~~combination, ~~the net proceeds of~~ our ~~initial~~ public ~~offering~~stockholders ~~and~~may ~~the~~receive ~~sale~~only ofapproximately ~~the~~$10.00 ~~private~~per ~~placement warrants~~share, ~~our~~or ~~ability~~less toin ~~compete~~certain ~~with~~circumstances, ~~respect~~on to the ~~acquisition~~liquidation of ~~certain~~our ~~target~~trust ~~businesses~~account, ~~that~~and ~~are~~our ~~sizable~~warrants will ~~be limited~~expire ~~by our available financial resources~~worthless. ~~This~~In ~~inherent competitive limitation gives others an advantage in pursuing the acquisition of~~ certain ~~target~~circumstances, ~~businesses.~~

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our public stockholders may receive less than $10.00 per share, upon our liquidation. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

Furthermore, because we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection with our initial business combination, target companies will be aware that this may reduce the resources available to us for our initial business combination. This may place us at a competitive disadvantage in successfully negotiating our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share, upon our liquidation. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share ~~redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.~~

redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months (or 30 months, as applicable), we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the next 24 months (or 30 months, as applicable), assuming that our initial business combination is not completed during that time. We believe that the funds available to us outside of the trust account are sufficient to allow us to operate for at least the next 24 months (or 30 months, as applicable); however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed initial business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed initial business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search for our initial business combination, to pay our taxes and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination. per-share

redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

OfIf the net proceeds of our initial public offering and the sale of the private placement warrants, ~~only~~not ~~$1,300,000~~being ~~was~~held ~~available to~~in ~~us outside~~ the trust account ~~immediately after our initial public offering to fund our working capital requirements. If we~~ are ~~required to seek additional capital~~insufficient, weit ~~would~~could ~~need~~limit tothe ~~borrow~~amount ~~funds~~available ~~from our sponsor, management team or other third parties~~ to ~~operate~~fund ~~or may be forced to liquidate. None of~~ our ~~sponsor,~~search ~~members~~for ofa ~~our~~target ~~management~~business ~~team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account~~ or ~~from~~businesses ~~funds~~and ~~released~~complete ~~to us upon completion of~~ our initial business combination. Weand dowe ~~not~~will ~~expect~~depend toon ~~seek~~ loans from ~~parties other than~~ our sponsor or anmanagement ~~affiliate~~team ofto fund our ~~sponsor~~search asfor weour doinitial ~~not~~business ~~believe~~combination, ~~third parties will be willing~~ to ~~loan~~pay ~~such~~our ~~funds~~taxes and ~~provide a waiver against any and all rights~~ to ~~seek~~complete ~~access to funds in~~ our ~~trust~~initial ~~account~~business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive approximately $10.00 per share on our redemption of our public shares, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

Of the net proceeds of our initial public offering and the sale of the private placement warrants, only $1,300,000 was available to us outside the trust account immediately after our initial public offering to fund our working capital requirements. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. None of our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive approximately $10.00 per share on our redemption of our public shares, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

32 per-share

redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

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

IfAs ~~third~~of ~~parties~~December ~~bring~~31, ~~claims~~2021, ~~against~~we ushad $975,393, ~~the~~in ~~proceeds~~cash ~~held~~and working capital of $1,105,138. The Company has determined that it may not have sufficient funds are available, and, as more fully described in Note 1 to the ~~trust~~financial ~~account~~statements, ~~could~~the beCompany ~~reduced~~has ~~and~~until February 3, 2023 to complete a business combination or the ~~per-share redemption~~ ~~amount~~Company ~~received~~will bycease ~~stockholders~~all ~~may~~operations beexcept ~~less~~for ~~than~~the ~~$10~~purpose of liquidating.00 ~~per~~This ~~share~~condition raises substantial doubt about the Company’s ability to continue as a going concern.

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

~~Our placing of funds in the trust account may not protect those funds from third~~per-party claims against us. Although we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. share

redemption amount received by stockholders may be less than $10.00 per share.

~~Examples~~Our ofplacing ~~possible instances where we may engage a third party that refuses to execute a waiver include the engagement~~ of afunds ~~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~~may ~~any~~not ~~reason.~~protect ~~Upon~~those ~~redemption~~funds offrom ~~our~~third-party public shares, if we are unable to complete our initial business combination within the prescribed timeframe, 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 be brought~~ against us ~~within the 10 years following redemption~~. ~~Accordingly,~~Although ~~the per-share redemption~~we ~~amount~~seek ~~received by public stockholders could be less than the $10.00 per share initially held in the trust account, due~~ to claims of such creditors. Pursuant to the letter agreement between us and our sponsor, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have ~~entered~~all ~~into written letter of intent~~vendors, ~~confidentiality~~service orproviders ~~similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of~~ (i)other ~~$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~~our ~~per~~independent ~~public share~~auditors) ~~due to reductions in the value of the trust assets~~, ~~less taxes payable, provided that such liability will not apply to any claims by a third party or~~ prospective ~~business~~ target ~~who~~businesses ~~executed a waiver of any and all rights to the monies held in the trust account (whether~~ or ~~not~~other ~~such~~entities ~~waiver~~with iswhich enforceable) 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. However, we ~~have~~do ~~not~~business ~~asked~~execute ~~our~~agreements ~~sponsor~~with tous ~~reserve~~waiving ~~for~~any ~~such indemnification obligations~~right, ~~nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore~~title, weinterest ~~cannot~~or ~~assure~~claim ~~you that our sponsor would be able to satisfy those obligations. None~~ of ~~our~~any ~~directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.~~

~~Our~~28 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.

InTable ~~the event that the proceeds in the trust account are reduced below the lesser~~ of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account (if less than $10.00 per share) due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. Contents

33kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, 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 be brought against us within the 10 years following redemption. Accordingly, the

~~Table of Contents~~per-share

redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement between us and our sponsor, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 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, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective business target who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~While~~Our ~~we currently expect that our independent~~ directors ~~would~~may ~~take~~decide ~~legal~~not ~~action on our behalf against our sponsor~~ to enforce ~~its~~the indemnification obligations toof ~~us, it is possible that~~ our ~~independent~~sponsor, ~~directors~~resulting in ~~exercising~~a ~~their~~reduction ~~business judgment and subject to their fiduciary duties may choose not to do so~~ in ~~any particular instance if, for example,~~ the ~~cost of such legal action is deemed by the independent directors to be too high relative to the~~ amount ~~recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount~~ of funds in the trust account available for distribution to our public stockholders ~~may be reduced below $10~~.00 ~~per share.~~

~~If,~~In ~~after~~the weevent ~~distribute~~that the proceeds in the trust account toare ~~our~~reduced below the lesser of (i) $10.00 per public ~~stockholders,~~share weand ~~file~~(ii) the aactual ~~bankruptcy~~amount ~~petition~~per orshare anheld ~~involuntary~~in ~~bankruptcy~~the ~~petition is~~trust ~~filed~~account ~~against~~as usof ~~that~~the isdate ~~not~~of ~~dismissed~~the liquidation of the trust account (if less than $10.00 per share) due to reductions in the value of the trust assets, ain ~~bankruptcy~~each ~~court~~case net of the interest which may ~~seek~~be withdrawn to ~~recover~~pay ~~such proceeds~~taxes, and weour ~~and~~sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our ~~board~~independent ~~may~~directors bewould ~~exposed~~determine whether to ~~claims~~take oflegal ~~punitive~~action ~~damages~~against our sponsor to enforce its indemnification obligations.

~~If,~~While ~~after~~ we ~~distribute~~currently ~~the~~expect ~~proceeds~~that inour ~~the~~independent ~~trust~~directors ~~account~~would totake ~~our~~legal ~~public~~action ~~stockholders,~~on weour ~~file~~behalf aagainst ~~bankruptcy~~our ~~petition~~sponsor orto anenforce ~~involuntary~~its ~~bankruptcy~~indemnification ~~petition~~obligations ~~is filed~~to ~~against~~ us, ~~that~~it is ~~not~~possible ~~dismissed,~~that ~~any~~our ~~distributions~~independent ~~received~~directors byin ~~stockholders~~exercising ~~could~~their bebusiness ~~viewed~~judgment ~~under~~and ~~applicable~~subject ~~debtor/creditor~~to ~~and/or~~their ~~bankruptcy~~fiduciary ~~laws~~duties asmay ~~either~~choose anot ~~“preferential~~to ~~transfer”~~do orso ain ~~“fraudulent~~any ~~conveyance.”~~particular Asinstance ~~a result~~if, afor ~~bankruptcy~~example, ~~court~~the ~~could~~cost ~~seek~~of tosuch ~~recover~~legal ~~all~~action ~~amounts~~is ~~received~~deemed by ~~our~~the ~~stockholders.~~independent Indirectors ~~addition,~~to ~~our~~be ~~board~~too ofhigh ~~directors~~relative ~~may~~to bethe ~~viewed~~amount asrecoverable ~~having~~or ~~breached~~if ~~its~~the ~~fiduciary~~independent ~~duty~~directors todetermine ~~our~~that ~~creditors~~a ~~and/or~~favorable ~~having~~outcome ~~acted~~is innot ~~bad~~likely. ~~faith,~~If ~~thereby~~our ~~exposing itself~~independent ~~and~~directors uschoose not to ~~claims~~enforce ofthese ~~punitive~~indemnification ~~damages~~obligations, bythe ~~paying~~amount ~~public~~of ~~stockholders~~funds ~~from~~in the trust account ~~prior~~available for distribution to ~~addressing~~our ~~the~~public ~~claims~~stockholders ofmay ~~creditors~~be reduced below $10.00 per share.

~~If, before~~29 distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

~~If,~~Table before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. Contents

If, after we ~~are~~distribute ~~deemed~~the toproceeds bein anthe ~~investment~~trust ~~company~~account ~~under~~to ~~the~~our ~~Investment~~public ~~Company Act~~stockholders, we ~~may~~file bea ~~required~~bankruptcy topetition ~~institute~~or ~~burdensome~~an ~~compliance requirements~~involuntary ~~and~~bankruptcy ~~our~~petition ~~activities~~is ~~may~~filed beagainst ~~restricted~~us that is not dismissed, ~~which~~a bankruptcy court may ~~make~~seek itto ~~difficult~~recover ~~for~~such usproceeds, toand ~~complete~~we and our ~~initial~~board ~~business~~may ~~combination~~be exposed to claims of punitive damages.

If, after we ~~are~~distribute ~~deemed~~ the proceeds in the trust account to beour public stockholders, we file a bankruptcy petition or an ~~investment~~involuntary ~~company~~bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under ~~the~~applicable ~~Investment~~debtor/creditor ~~Company~~and/or ~~Act~~bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our ~~activities~~stockholders. In addition, our board of directors may be ~~restricted~~viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, ~~including:~~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.

~~• restrictions on the nature of our investments; and~~per-share

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

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the

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

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

InIf ~~addition~~we are deemed to be an investment company under the Investment Company Act, we may ~~have~~be ~~imposed~~required ~~upon~~to usinstitute burdensome compliance requirements and our activities may be restricted, ~~including:~~which may make it difficult for us to complete our initial business combination.

•If ~~registration~~we asare deemed to be an investment company; under the Investment Company Act, our activities may be restricted, including:

• ~~adoption~~restrictions ofon athe ~~specific~~nature ~~form~~ of ~~corporate~~our ~~structure~~investments; and

• ~~reporting,~~restrictions ~~record~~on ~~keeping,~~the ~~voting~~issuance of securities, ~~proxy~~each ~~and~~of ~~disclosure~~which ~~requirements~~may ~~and~~make ~~other~~it ~~rules~~difficult ~~and~~for ~~regulations~~us to complete our business combination.

In ~~order not to be regulated as an investment company under the Investment Company Act~~addition, ~~unless~~ we ~~can~~may ~~qualify~~have ~~for~~imposed anupon ~~exclusion,~~us weburdensome ~~must ensure that we are engaged primarily in a business other than investing~~requirements, ~~reinvesting~~including: or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete our initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

34• registration as an investment company;

~~Table~~• adoption of ~~Contents~~a specific form of corporate structure; and

We• ~~do not believe that our principal activities are subject us to the Investment Company Act. To this end~~reporting, ~~the~~ ~~proceeds~~record held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreementkeeping, ~~the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments~~voting, ~~and~~proxy ~~by having a business plan targeted at acquiring~~ and ~~growing~~disclosure ~~businesses~~requirements ~~for the long term (rather than on buying~~ and ~~selling~~ businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering, or (B) with respect to any other ~~provision~~rules relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent a business combination, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and ~~may hinder our ability to complete our initial business combination or result in our liquidation~~regulations. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.

~~Our~~In ~~search~~order ~~for~~not ato ~~business~~be ~~combination~~regulated as an investment company under the Investment Company Act, ~~and~~unless ~~any~~we ~~target~~can ~~business~~qualify ~~with~~for ~~which~~an exclusion, we ~~ultimately~~must ~~consummate~~ensure that we are engaged primarily in a business ~~combination~~ other than investing, ~~may~~reinvesting beor ~~materially~~trading ~~adversely~~in ~~affected~~securities byand ~~the~~that ~~recent coronavirus~~ our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (~~COVID-19~~exclusive of U.S. government securities and cash items) ~~outbreak~~ on an unconsolidated basis. Our business is to identify and ~~the~~complete ~~status~~our ofinitial ~~debt~~business combination and ~~equity~~thereafter ~~markets~~to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our principal activities are subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID2a-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. 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. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers, limit our ability to thoroughly conduct due diligence, or restrict our ability to negotiate and consummate a transaction in a timely manner. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. 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. Although several vaccines have been developed, approved for use by the United States Food and Drug Administration and are now actively being administered, we cannot assure you that those vaccines will be sufficiently effective or be administered sufficiently quickly to mitigate any disruptions posed by COVID-19. 7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending

3530

Table of Contents

the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering, or (B) with respect to any other provision relating to stockholders’ rights or

~~Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our~~ pre-initial ~~business combination, and results of operations.~~

business combination activity; or (iii) absent a business combination, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete our initial business combination or result in our liquidation. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.

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

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. (COVID-19)

outbreak and the status of debt and equity markets.

~~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.~~ (COVID-19)

a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months (or 30 months from the closing of our initial public offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of our initial public offering but have not completed our initial business combination within such 24 month period) from the closing of our initial public offering may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60COVID-~~day notice period during which any third-party claims can be brought against the corporation~~19, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of our initial public offering (or 30 months, as applicable) in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The outbreak of

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months (or 30 months from the closing of our initial public offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of our initial public offering but have not completed our initial business combination within such 24 month period) from the closing of our initial public offering 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. 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. Furthermore, we may be unable to complete a business combination if continued concerns relating to

36 COVID-19

restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers, limit our ability to thoroughly conduct due diligence, or restrict our ability to negotiate and consummate a transaction in a timely manner. Additionally, the outbreak of

~~Table of Contents~~COVID-19

may negatively impact businesses we may seek to acquire. If the disruptions posed by

~~We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.~~ 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. Although several vaccines have been developed, approved for use by the United States Food and Drug Administration and are now actively being administered, we cannot assure you that those vaccines will be sufficiently effective or be administered sufficiently quickly to mitigate any disruptions posed by

In accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one full year after our first fiscal year end following our listing on the NYSECOVID-19. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

~~The~~Changes ~~holders~~in oflaws ~~the~~or ~~founder~~regulations, ~~shares~~or ~~have~~a ~~the~~failure ~~right~~ to ~~elect~~comply ~~all~~with ofany ~~our~~laws ~~directors~~and ~~prior~~regulations, tomay ~~our~~adversely ~~initial~~affect ~~business~~our ~~combination~~business, ~~which~~including ~~could~~our ~~delay~~ability ~~the~~to ~~opportunity for~~negotiate and complete our ~~stockholders~~initial tobusiness ~~elect~~combination, ~~directors~~and results of operations.

~~The~~We ~~holders~~are ofsubject ~~the~~to ~~founder~~laws ~~shares~~and ~~have~~regulations ~~the~~enacted ~~right~~by tonational, ~~elect~~regional ~~all~~and oflocal ~~our~~governments. ~~directors~~In ~~prior~~particular, we are required to ~~our~~comply ~~initial~~with ~~business combination~~certain SEC and other legal requirements. ~~Accordingly~~Compliance with, weand domonitoring ~~not~~of, ~~expect~~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 ~~hold~~time anand ~~annual~~those ~~meeting~~changes could have a material adverse effect on our business, investments and results of ~~stockholders~~operations. In addition, a failure to ~~elect~~comply ~~new~~with ~~directors~~applicable ~~prior~~laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to ~~the~~negotiate ~~consummation~~and ofcomplete our initial business combination, and results of operations.

WeOur stockholders may ~~seek~~be ~~business~~held ~~combination~~liable ~~opportunities~~for inclaims ~~industries~~by orthird ~~sectors~~parties ~~which~~against ~~may~~us orto ~~may~~the ~~not~~extent beof ~~outside~~distributions ofreceived ~~our~~by ~~management’s~~them ~~area~~upon redemption of ~~expertise~~their shares.

WeUnder ~~will~~the ~~consider~~DGCL, astockholders ~~business~~may ~~combination~~be ~~outside~~held ofliable ~~our~~for ~~management’s~~claims ~~area~~by ofthird ~~expertise~~parties ifagainst a ~~business~~corporation ~~combination candidate is presented~~ to usthe ~~and we~~extent ~~determine~~of ~~that~~distributions ~~such~~received ~~candidate~~by ~~offers~~them anin ~~attractive~~a ~~acquisition~~dissolution. ~~opportunity~~The ~~for~~pro ~~our~~rata ~~company.~~portion ~~Although~~of our ~~management~~trust ~~will~~account ~~endeavor~~distributed to ~~evaluate~~our ~~the~~public ~~risks~~stockholders ~~inherent~~upon inthe ~~any~~redemption ~~particular business combination candidate, 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~~public ~~will~~shares ~~not ultimately prove to be less favorable than a direct investment, if an opportunity were available,~~ in ~~a business combination candidate. In~~ the event we ~~elect~~do tonot ~~pursue~~complete ~~an acquisition outside of the areas of~~ our ~~management’s~~initial ~~expertise,~~business ~~our~~combination ~~management’s~~within ~~expertise~~24 ~~may~~months ~~not be directly applicable to its evaluation~~ (or ~~operation,~~30 ~~and~~months ~~the information~~from ~~contained in this Report regarding~~ the ~~areas~~closing of our ~~management’s~~initial ~~expertise~~public ~~would~~offering ~~not~~if ~~be relevant to an understanding of the business that~~ we ~~elect~~have toexecuted ~~acquire. As~~ a ~~result,~~letter ~~our management may not be able to adequately ascertain or assess all~~ of ~~the significant risk factors. Accordingly~~intent, ~~any~~agreement ~~stockholders~~in ~~who~~principle ~~choose~~or todefinitive ~~remain~~agreement ~~stockholders~~for ~~following~~ our initial business combination ~~could~~within ~~suffer~~24 amonths ~~reduction~~from in the ~~value~~closing of ~~their~~our ~~shares.~~initial ~~Such~~public ~~stockholders~~offering ~~are~~but ~~unlikely~~have tonot ~~have~~completed aour ~~remedy~~initial ~~for~~ business combination within such ~~reduction~~24 inmonth ~~value.~~period)

~~Because~~31 we are neither limited to evaluating a target business in a particular industry, nor have we selected any specific target businesses with which to pursue our initial business combination, you are unable to ascertain the merits or risks of any particular target business’s operations.

~~Although~~Table we expect to focus our search for a target business in the Advanced Industrials or a related industry, we may seek to complete a business combination with an operating company in any industry or sector. However, we are not, under our amended and restated certificate of incorporation, permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to our initial business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our business combination, we may be affected by numerous risks inherent in the business operations with which 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 directors and officers will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any securityholders who choose to remain securityholders following our initial business combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers 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 our initial business combination, constituted an actionable material misstatement or omission. Contents

from the closing of our initial public offering may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a

37 60-day

notice period during which any third-party claims can be brought against the corporation, a

~~Table of Contents~~90-day

period during which the corporation may reject any claims brought, and an additional

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. 150-day

waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of our initial public offering (or 30 months, as applicable) in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

~~Although~~Because we ~~have~~will ~~identified~~not ~~general~~be ~~criteria~~complying ~~and~~with ~~guidelines~~Section 280, ~~for evaluating~~Section 281(b) ~~prospective~~of ~~target~~the ~~businesses,~~DGCL itrequires isus ~~possible~~to ~~that~~adopt a ~~target~~plan, ~~business~~based ~~with~~on ~~which~~facts weknown ~~enter~~to ~~into~~us ~~our~~at ~~initial~~such ~~business~~time ~~combination~~that will ~~not~~provide ~~have~~for ~~all~~our payment of ~~these~~all ~~positive~~existing ~~attributes.~~and Ifpending weclaims ~~complete~~or claims that may be potentially brought against us within the 10 years following our ~~initial~~dissolution. ~~business~~However, ~~combination~~because ~~with~~we are a ~~target that~~blank ~~does~~check ~~not~~company, ~~meet~~rather ~~some~~than oran ~~all~~operating ofcompany, ~~these~~and ~~criteria~~our ~~and~~operations ~~guidelines,~~are ~~such~~limited ~~combination~~to ~~may~~searching ~~not~~for beprospective astarget ~~successful~~businesses asto aacquire, ~~combination~~the ~~with~~only alikely ~~business~~claims ~~that~~to ~~does~~arise ~~meet~~would ~~all~~be offrom our ~~general~~vendors ~~criteria~~(such ~~and~~as ~~guidelines.~~lawyers, Ininvestment ~~addition~~bankers, ifetc.) weor ~~announce a~~ prospective ~~business combination~~target ~~with~~businesses. aIf ~~target~~our ~~that~~plan ~~does~~of ~~not~~distribution ~~meet~~complies ~~our~~with ~~general~~Section 281(b) ~~criteria~~of ~~and~~the ~~guidelines~~DGCL, aany ~~greater~~liability ~~number~~ of stockholders ~~may~~with ~~exercise~~respect ~~their~~to ~~redemption~~a ~~rights,~~liquidating ~~which~~distribution ~~may~~is ~~make~~limited itto ~~difficult~~the ~~for~~lesser usof tosuch ~~meet~~stockholder’s ~~any~~pro ~~closing~~rata ~~condition~~share ~~with~~of athe ~~target~~claim ~~business~~or ~~that requires~~the usamount distributed to ~~have~~the astockholder, ~~minimum~~and ~~net~~any ~~worth~~liability orof athe ~~certain~~stockholder ~~amount~~would oflikely ~~cash.~~be Inbarred ~~addition,~~after ifthe ~~stockholder~~third ~~approval~~anniversary of the ~~transaction~~dissolution. isWe ~~required~~cannot byassure ~~law,~~you orthat we ~~decide~~will toproperly ~~obtain~~assess ~~stockholder~~all ~~approval~~claims ~~for~~that ~~business~~may orbe ~~other~~potentially ~~legal~~brought ~~reasons~~against us. As such, itour ~~may~~stockholders could potentially be ~~more difficult~~liable for usany claims to ~~attain~~the ~~stockholder~~extent ~~approval~~of distributions received by them (but no more) and any liability of our ~~initial~~stockholders ~~business~~may ~~combination~~extend beyond the third anniversary of such date. Furthermore, if the ~~target~~pro ~~business~~rata ~~does~~portion ~~not~~of ~~meet~~our trust account distributed to our ~~general~~public ~~criteria~~stockholders ~~and~~upon ~~guidelines.~~the Ifredemption weof ~~are~~our ~~unable~~public toshares in the event we do not complete our initial business combination, within 24 months (or 30 months from the closing of our initial public ~~stockholders~~offering ~~may receive~~if ~~only~~we ~~approximately~~have ~~$10.00~~executed ~~per~~a ~~share~~letter of intent, agreement in principle or ~~less~~definitive inagreement ~~certain~~for ~~circumstances,~~our oninitial business combination within 24 months from the ~~liquidation~~closing of our ~~trust~~initial ~~account,~~public ~~and~~offering but have not completed our ~~warrants~~initial ~~will~~business ~~expire~~combination ~~worthless.~~within Insuch ~~certain~~24 ~~circumstances,~~month period) from the closing of our initial public ~~stockholders~~offering ~~may~~is ~~receive~~not ~~less~~considered ~~than~~a ~~$10.00~~liquidating ~~per~~distribution ~~share on~~under ~~the~~Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of ~~their~~legal ~~shares.~~proceedings ~~See~~that ~~“—If~~a ~~third~~party ~~parties~~may bring ~~claims~~or ~~against~~due usto other circumstances that are currently unknown), ~~the~~then ~~proceeds~~pursuant ~~held~~to inSection 174 of the ~~trust~~DGCL, ~~account~~the statute of limitations for claims of creditors could then be ~~reduced~~six ~~and~~years after the ~~per-share redemption~~ ~~amount~~unlawful ~~received~~redemption ~~by stockholder~~distribution, ~~may~~instead beof ~~less~~three ~~than~~years, ~~$10.00~~as ~~per~~in ~~share”~~the ~~and~~case ~~other~~of ~~risk~~a ~~factors~~liquidating ~~below~~distribution.

We may ~~seek~~not ~~business~~hold ~~combination~~an ~~opportunities~~annual ~~with~~meeting aof ~~financially unstable~~stockholders ~~business~~until orafter anthe ~~entity~~consummation ~~lacking an established record~~ of ~~revenue,~~our ~~cash~~initial ~~flow,~~business ~~or earnings~~combination, which could ~~subject~~delay usthe toopportunity ~~volatile~~for ~~revenues~~our orstockholders ~~earnings~~to orelect ~~difficulty in retaining key personnel~~directors.

ToIn ~~the~~accordance ~~extent~~with wethe ~~complete~~NYSE ~~our~~corporate ~~initial~~governance ~~business~~requirements, ~~combination~~we ~~with~~are anot ~~financially~~required ~~unstable~~to ~~business~~hold or an ~~entity~~annual ~~lacking~~meeting anuntil ~~established~~no ~~record~~later ofthan ~~revenues~~one ~~or earnings,~~full weyear ~~may~~after beour ~~affected~~first byfiscal ~~numerous~~year ~~risks~~end ~~inherent~~following inour listing on the ~~operations~~NYSE. Under Section 211(b) of the ~~business~~DGCL, ~~with~~we ~~which~~are, wehowever, ~~combine.~~required ~~These~~to ~~risks~~hold ~~include~~an ~~volatile~~annual ~~revenues~~meeting orof ~~earnings~~stockholders ~~and~~for ~~difficulties~~the inpurposes ~~obtaining~~of ~~and~~electing ~~retaining~~directors ~~key~~in ~~personnel.~~accordance ~~Although~~with our ~~directors~~bylaws ~~and officers~~unless ~~endeavor~~such toelection ~~evaluate~~is ~~the~~made ~~risks~~by ~~inherent~~written consent in alieu ~~particular~~of ~~target~~such ~~business,~~a wemeeting. We may not behold ~~able~~an annual meeting of stockholders to ~~properly~~elect ~~ascertain~~new ordirectors ~~assess~~prior ~~all~~to the consummation of ~~the~~our ~~significant~~initial ~~risk~~business ~~factors~~combination, and thus we may not ~~have~~be ~~adequate~~in ~~time~~compliance towith ~~complete~~Section 211(b) ~~due~~of ~~diligence~~the DGCL, which requires an annual meeting. ~~Furthermore~~Therefore, ~~some of~~if ~~these~~our ~~risks~~stockholders ~~may~~want beus ~~outside~~to hold an annual meeting prior to the consummation of our ~~control~~initial ~~and~~business ~~leave~~combination, usthey ~~with~~may noattempt ~~ability~~to force us to ~~control~~hold orone ~~reduce~~by submitting an application to the ~~chances~~Delaware ~~that~~Court ~~those~~of ~~risks~~Chancery ~~will~~in ~~adversely~~accordance ~~impact~~with aSection 211(c) ~~target~~of ~~business~~the DGCL.

WeThe ~~are~~holders ~~not~~of ~~required~~the tofounder ~~obtain~~shares anhave ~~opinion~~the ~~from~~right anto ~~independent~~elect ~~investment~~all ~~banking~~of ~~firm~~our ordirectors ~~from~~prior anto ~~independent~~our ~~accounting~~initial ~~firm,~~business ~~and consequently~~combination, ~~you~~which ~~may~~could ~~have no~~delay ~~assurance from an independent source that~~ the ~~price~~opportunity ~~we are paying~~ for ~~the~~our ~~business~~stockholders ~~is fair~~ to ~~our~~elect ~~company from a financial point of view~~directors.

~~Unless~~The ~~we complete~~holders ~~our~~of ~~initial~~the ~~business~~founder ~~combination~~shares ~~with~~have anthe ~~affiliated~~right ~~entity~~to orelect ~~our~~all ~~board~~of ~~cannot~~our ~~independently~~directors ~~determine~~prior ~~the~~to ~~fair~~our ~~market~~initial ~~value of the target~~ business orcombination. ~~businesses~~Accordingly, we ~~are~~do not ~~required~~expect to ~~obtain~~hold an ~~opinion~~annual ~~from~~meeting ~~an independent investment banking firm that is a member~~ of ~~FINRA~~stockholders orto ~~from~~elect annew ~~independent~~directors ~~accounting~~prior ~~firm that the price we are paying is fair~~ to ~~our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on~~ the ~~judgment~~consummation of our ~~board~~ of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

We32 may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. In addition, we may issue a substantial number of shares of Class A common stock upon the exercise of our warrants for Class A common stock. Any such issuances would dilute the interest of our public stockholders and likely present other risks.

38Table of Contents

~~Table~~We may seek business combination opportunities in industries or sectors which may or may not be outside of ~~Contents~~our management’s area of expertise.

~~Our~~We ~~amended~~will ~~and~~consider ~~restated~~a ~~certificate~~business ofcombination ~~incorporation~~outside ~~authorizes~~of ~~the~~our ~~issuance~~management’s area of up expertise if a business combination candidate is presented to ~~450,000,000~~ ~~shares~~us ofand ~~common~~we ~~stock,~~determine ~~consisting~~that ofsuch ~~400,000,000~~candidate ~~shares~~offers ofan ~~Class A~~attractive ~~common~~acquisition ~~stock,~~opportunity ~~par~~for ~~value~~our $0company.~~0001~~ ~~per~~Although ~~share,~~our ~~and~~management ~~50,000,000~~will ~~shares~~endeavor ofto ~~Class B~~evaluate ~~common~~the ~~stock,~~risks ~~par~~inherent ~~value~~in ~~$0.0001~~any ~~per~~particular ~~share,~~business ~~and~~combination 1candidate,~~000,000~~ ~~shares~~we ~~of preferred~~cannot ~~stock,~~assure ~~par~~you ~~value~~that ~~$0.0001~~we ~~per~~will ~~share~~adequately ascertain or assess all of the significant risk factors. ~~Immediately~~We ~~after~~also ~~our~~cannot ~~initial~~assure ~~public~~you ~~offering,~~that ~~there~~an ~~were~~investment ~~350,000,000 and~~in ~~37,500,000~~our ~~authorized~~securities ~~but~~will ~~unissued~~not ~~shares~~ultimately ofprove ~~Class A~~to ~~common~~be ~~stock~~less ~~and~~favorable ~~Class B~~than ~~common~~a ~~stock,~~direct ~~respectively~~investment, ~~available~~ ~~for~~if ~~issuance,~~an ~~which~~opportunity ~~amount~~were ~~does~~available, ~~not~~in ~~take~~a ~~into~~business ~~account~~combination candidate. In the ~~shares~~event ofwe ~~Class A~~elect ~~common~~to ~~stock~~pursue ~~reserved~~an ~~for~~acquisition ~~issuance~~outside ~~upon~~of ~~exercise~~the areas of ~~any~~our ~~outstanding~~management’s ~~warrants~~expertise, ~~the~~our ~~forward~~management’s ~~purchase~~expertise ~~shares~~may ornot ~~the~~be ~~shares~~directly ofapplicable ~~Class A~~to ~~common~~its ~~stock~~evaluation ~~issuable upon~~or ~~conversion~~operation, ofand ~~Class B~~the ~~common~~information ~~stock.~~contained ~~There~~in ~~are~~this noReport ~~shares~~regarding the areas of ~~preferred~~our ~~stock~~management’s ~~issued~~expertise ~~and~~would ~~outstanding.~~not ~~Shares~~be relevant to an understanding of ~~Class B~~the ~~common~~business ~~stock~~that ~~are~~we ~~convertible~~elect ~~into~~to ~~shares~~acquire. ofAs ~~our~~a ~~Class A~~result, ~~common~~our ~~stock~~management ~~initially~~may ~~at a one-for-one ratio~~not ~~but~~be ~~subject~~able to ~~adjustment~~adequately asascertain ~~set~~or ~~forth~~assess ~~herein,~~all ~~including~~of inthe ~~certain~~significant ~~circumstances~~risk infactors. ~~which~~Accordingly, weany ~~issue~~stockholders ~~Class A~~who ~~common~~choose ~~stock~~to ~~related~~remain ~~to our~~stockholders ~~initial~~following our business combination. ~~Shares~~could suffer a reduction in the value of ~~Class B~~their ~~common~~shares. ~~stock~~Such stockholders are ~~also~~unlikely ~~convertible~~to athave ~~the~~a ~~option~~remedy offor ~~the~~such ~~holder~~reduction atin ~~any time~~value.

WeBecause ~~may~~we ~~issue~~are ~~a substantial~~neither ~~number~~limited ~~of additional shares of common or preferred stock~~ to ~~complete~~evaluating ~~our~~a ~~initial~~target business ~~combination~~in ora ~~under~~particular anindustry, ~~employee~~nor ~~incentive~~have ~~plan after completion of our initial business combination (although our amended and restated certificate of incorporation provides that~~ we ~~may~~selected ~~not~~any ~~issue~~specific ~~securities~~target ~~that~~businesses ~~can vote~~ with ~~common~~which ~~stockholders on matters related~~ to ~~our pre-initial business~~pursue ~~combination activity). We may also issue shares of Class A common stock upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of~~ our initial business combination ~~as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. However~~, ~~our~~you ~~amended~~are ~~and~~unable ~~restated certificate of incorporation provides, among other things, that prior~~ to ~~our~~ascertain ~~initial business combination, we may not issue additional shares of capital stock that would entitle~~ the ~~holders~~merits ~~thereof to (i) receive funds from the trust account~~ or ~~(ii) vote~~risks onof any ~~initial~~particular target business’s ~~combination~~operations.

WeAlthough ~~may~~we ~~issue~~expect ato ~~substantial~~focus ~~number~~our ofsearch ~~additional~~for ~~shares~~a oftarget ~~Class A~~business ~~common~~in ~~stock~~the ~~upon~~Advanced ~~conversion~~Industrials ofor ~~the~~a ~~Class B~~related ~~common~~industry, ~~stock~~we atmay aseek ~~ratio~~to ~~greater~~complete ~~than one-to-one at~~a ~~the~~business ~~time~~combination ofwith ~~our~~an ~~initial~~operating ~~business~~company ~~combination~~in asany aindustry ~~result~~or ofsector. ~~the~~However, ~~anti-dilution~~we ~~provisions~~are ~~contained~~not, inunder our amended and restated certificate of incorporation., ~~These~~permitted ~~provisions~~to ofeffectuate our ~~amended~~initial ~~and~~business ~~restated~~combination ~~certificate~~with ofanother ~~incorporation~~blank check company or similar company with nominal operations. Because we have not yet selected any specific target business with respect to our initial business combination, ~~like~~there ~~all~~is ~~provisions~~no basis to evaluate the possible merits or risks of ~~our~~any ~~amended~~particular ~~and~~target ~~restated~~business’s ~~certificate~~operations, results of ~~incorporation~~operations, ~~may~~cash beflows, ~~amended~~liquidity, ~~with~~financial condition or prospects. To the ~~approval~~extent ofwe complete our ~~stockholders.~~business ~~However~~combination, ~~our~~we ~~directors~~may ~~and officers~~be ~~have~~affected ~~agreed,~~by ~~pursuant~~numerous torisks ainherent ~~written~~in ~~agreement~~the business operations with uswhich we combine. For example, ~~that~~if ~~they~~we ~~will~~combine ~~not~~with ~~propose~~a ~~any~~financially ~~amendment~~unstable tobusiness ~~our~~or ~~amended~~an ~~and~~entity ~~restated~~lacking ~~certificate~~an established record of ~~incorporation~~sales ~~(A) to~~or ~~modify~~earnings, we may be affected by the ~~substance~~risks orinherent ~~timing~~in the business and operations of ~~our~~a ~~obligation~~financially tounstable ~~redeem~~or ~~100%~~a ofdevelopment stage entity. Although our ~~public~~ ~~shares~~directors ifand weofficers dowill ~~not~~endeavor ~~complete~~to ~~our~~evaluate ~~initial~~the risks inherent in a particular target business, ~~combination~~we ~~within~~cannot 24assure ~~months~~you ~~(or~~that 30we ~~months~~will ~~from~~properly ~~the~~ascertain ~~closing~~or assess all of ~~our~~the ~~initial~~significant ~~public~~risk ~~offering~~factors ifor that we will have ~~executed~~adequate atime ~~letter~~to ofcomplete ~~intent~~due diligence. Furthermore, ~~agreement~~some inof ~~principle~~these orrisks ~~definitive~~may ~~agreement~~be ~~for~~outside of our ~~initial~~ ~~business~~control ~~combination~~and ~~within~~leave 24us ~~months~~with ~~from~~no ability to control or reduce the ~~closing~~chances ofthat ~~our~~those ~~initial~~risks ~~public~~will ~~offering~~adversely ~~but~~impact ~~have~~a ~~not~~target ~~completed~~business. We also cannot assure you that an investment in our ~~initial~~securities ~~business~~will ~~combination~~ultimately ~~within~~prove ~~such~~to 24be ~~month~~more ~~period)~~favorable ~~from~~than ~~the~~a ~~closing~~direct ofinvestment, ~~our~~if ~~initial~~such ~~public~~opportunity ~~offering~~were oravailable, ~~(B) with respect~~in toa business combination target. Accordingly, any ~~other~~securityholders ~~provision~~who ~~relating~~choose to ~~stockholders’~~remain ~~rights~~securityholders ~~or pre-~~following our initial business combination ~~activity,~~could ~~unless~~suffer wea ~~provide~~reduction ~~our~~in ~~public~~the value of their securities. Such stockholders ~~with~~are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the ~~opportunity~~reduction was due to ~~redeem~~the ~~their shares~~breach ofby ~~common~~our ~~stock~~directors ~~upon~~or ~~approval~~officers of ~~any~~a ~~such~~duty ~~amendment~~of atcare ~~a per-share price,~~or ~~payable~~other infiduciary ~~cash~~duty owed to them, ~~equal~~or if they are able to ~~the~~successfully ~~aggregate~~bring ~~amount~~a ~~then~~private onclaim ~~deposit~~under insecurities laws that the ~~trust~~proxy ~~account,~~solicitation ~~including~~or ~~interest~~tender ~~(which interest~~offer ~~shall~~materials, beas ~~net~~applicable, ofrelating ~~taxes~~to ~~payable),~~our ~~divided~~initial bybusiness ~~the~~combination, ~~number~~constituted ofan ~~then~~actionable ~~outstanding~~material ~~public~~misstatement ~~shares~~or omission.

~~The~~Although ~~issuance~~we ofhave ~~additional~~identified ~~shares~~general ofcriteria ~~common~~and ~~or preferred~~guidelines ~~stock~~that we believe are important in evaluating prospective target businesses, ~~including~~we ~~the~~may ~~issuance~~enter ofinto our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the ~~forward~~target ~~purchase~~business ~~securities:~~with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

~~• may significantly dilute the equity interest of our stockholders;~~per-share

redemption amount received by stockholder may be less than $10.00 per share” and other risk factors below.

•33 ~~may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;~~

•Table ~~could cause a change~~ of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers; andContents

•We may ~~adversely~~seek ~~affect~~business ~~prevailing~~combination ~~market~~opportunities ~~prices~~with ~~for~~a ~~our~~financially ~~units~~unstable business or an entity lacking an established record of revenue, ~~Class~~cash Aflow, ~~common~~or ~~stock~~earnings, ~~and/~~which could subject us to volatile revenues or ~~warrants~~earnings or difficulty in retaining key personnel.

39To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our directors and officers endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

~~Table~~We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of ~~Contents~~view.

~~Resources~~Unless ~~could~~we becomplete ~~wasted~~our ininitial ~~researching~~business combination with an affiliated entity or our board cannot independently determine the fair market value of the target business ~~combinations~~or ~~that~~businesses, we are not ~~completed,~~required ~~which~~to ~~could materially~~obtain ~~adversely~~an ~~affect~~opinion ~~subsequent~~from ~~attempts~~an toindependent ~~locate~~investment ~~and~~banking ~~acquire~~firm that is a member of FINRA or ~~merge~~from ~~with~~an ~~another~~independent ~~business.~~accounting Iffirm that the price we are ~~unable~~paying tois ~~complete~~fair to our ~~initial~~company ~~business~~from ~~combination~~a financial point of view. If no opinion is obtained, our ~~public~~ stockholders ~~may~~will ~~receive~~be ~~only~~relying ~~approximately~~on ~~$10.00~~the ~~per~~judgment ~~share,~~of orour ~~less~~board ~~in certain~~of ~~circumstances~~directors, who will determine fair market value based on standards generally accepted by the ~~liquidation~~financial ofcommunity. Such standards used will be disclosed in our ~~trust~~proxy ~~account~~materials or tender offer documents, ~~and~~as ~~our~~applicable, ~~warrants~~related ~~will~~to ~~expire~~our ~~worthless~~initial business combination.

We may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater than

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not one-to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-~~share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.~~ one

at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. In addition, we may issue a substantial number of shares of Class A common stock upon the exercise of our warrants for Class A common stock. Any such issuances would dilute the interest of our public stockholders and likely present other risks.

Our amended and restated certificate of incorporation authorizes the issuance of up to 450,000,000 shares of common stock, consisting of 400,000,000 shares of Class A common stock, par value $0.0001 per share, and 50,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after our initial public offering, there were 350,000,000 and 37,500,000 authorized but unissued shares of Class A common stock and Class B common stock, respectively, available for issuance, which amount does not take into account the shares of Class A common stock reserved for issuance upon exercise of any outstanding warrants, the forward purchase shares or the shares of Class A common stock issuable upon conversion of Class B common stock. There are no shares of preferred stock issued and outstanding. Shares of Class B common stock are convertible into shares of our Class A common stock initially at a

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our postone-~~combination business.~~ for-one

ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A common stock related to our initial business combination. Shares of Class B common stock are also convertible at the option of the holder at any time.

We may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination (although our amended and restated certificate of incorporation provides that we may not issue securities that can vote with common stockholders on matters related to our

~~Our ability to successfully effect our~~ pre-initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we employ after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

business combination activity). We may also issue shares of Class A common stock upon conversion of the Class B common stock at a ratio greater than

In addition, the directors and officers of an initial business combination candidate may resign upon completion of our initial business combination. The departure of our initial business combination target’s key personnel could negatively impact the operations and profitability of our postone-combination business. The role of our initial business combination candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of our initial business combination candidate’s management team will remain associated with our initial business combination candidate following our initial business combination, it is possible that members of the management of our initial business combination candidate will not wish to ~~remain in place. The loss of key personnel could negatively impact the operations and profitability of our post~~-~~combination business.~~ one

at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. However, our amended and restated certificate of incorporation provides, among other things, that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

We34 may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

InTable ~~light~~ of the involvement of our sponsor, directors, and officers with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, directors or officers. Our directors and officers may also serve as officers and board members for other entities. Such entities may compete with us for business combination opportunities. Our sponsor, directors and officers are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning an initial business combination with any such entity or entities. Although we are not specifically focusing on, or targeting, any transaction with any affiliated entities, we will pursue such a transaction if we determine that such affiliated entity meets our criteria for our initial business combination and such transaction is approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from Contents

We may issue a substantial number of additional shares of Class A common stock upon conversion of the Class B common stock at a ratio greater than

40 one-to-one

at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. 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 the approval of our stockholders. However, our directors and officers have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 30 months from the closing of our initial public offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of our initial public offering but have not completed our initial business combination within such 24 month period) from the closing of our initial public offering or (B) with respect to any other provision relating to stockholders’ rights or

~~Table of Contents~~pre-initial

business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a

an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, regarding the fairness to our company from a financial point of view of an initial business with one or more domestic or international businesses affiliated with our directors, officers, or current stockholders, potential conflicts of interest still may exist and, as a result, the terms of our initial business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest. per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

~~Since~~The ~~our~~issuance ~~sponsor,~~of ~~directors~~additional ~~and~~shares ~~officers~~of ~~will~~common ~~lose their~~or ~~entire~~preferred ~~investment in us if our initial business combination is not completed~~stock, aincluding ~~conflict~~the issuance of ~~interest~~the ~~may~~forward ~~arise~~purchase insecurities: ~~determining whether a particular business combination target is appropriate for our initial business combination.~~

On• ~~September 15,~~may ~~2020,~~significantly ~~our~~dilute sponsor acquired 11,500,000 founder shares in exchange for a capital contribution of $25,000, or approximately $0.002 per share. On January 28, 2021, we effected a stock dividend of 0.125 shares of Class B common stock, resulting in our sponsor holding an aggregate of 12,937,500 founder shares. The financial statements have been retroactively restated to reflect the ~~stock~~equity ~~dividend.~~interest ~~On January 28, 2021, our sponsor transferred 84,375 founder shares to Edward A. Rose III and 56,250 founder shares to each~~ of ~~James L. Bauman, Diane M. Parisi, William B. Plummer and Philip B. Whitehead, at the original per share purchase price. On January 29, 2021,~~ our sponsor forfeited 437,500 founder shares in connection with our initial public offering, resulting in an aggregate of 12,500,000 founder shares outstanding. The founder shares will be worthless if we do not complete our initial business combination. In addition, our sponsor purchased at the time of our initial public offering 8,813,334 private placement warrants, each exercisable for one share of our Class A common stock at $11.50 per share, for a purchase price of $13,220,000, or $1.50 per whole warrant, that will also be worthless if we do not complete an initial business. Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial business combination. In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer or director. The personal and financial interests of our directors and officers may influence their motivation in identifying and selecting a target initial business, completing our initial business combination and influencing the operation of the business following our initial business combination. stockholders;

We• may ~~issue~~subordinate ~~notes~~the orrights ~~other~~of ~~debt~~holders ~~instruments,~~of orcommon ~~otherwise~~stock ~~incur~~if ~~substantial~~preferred ~~debt,~~stock ~~to complete~~is ~~our~~issued ~~initial~~with ~~business~~rights ~~combination,~~senior ~~which~~to ~~may~~those ~~adversely~~afforded ~~affect~~ our ~~leverage~~common ~~and financial condition and thus negatively impact the value of our stockholders’ investment in us.~~ stock;

~~Although~~• wecould ~~have~~cause noa ~~commitments~~change as of ~~the~~control ~~date~~if ofa ~~this~~substantial ~~Report~~number toof ~~issue~~shares ~~any~~of ~~notes~~our orcommon ~~other~~stock ~~debt~~are ~~instruments~~issued, orwhich tomay ~~otherwise~~affect, ~~incur~~among ~~outstanding~~other ~~debt~~things, ~~following~~ our ~~initial~~ability ~~public offering, we may choose~~ to ~~incur~~use ~~substantial debt to complete~~ our ~~initial~~net ~~business.~~operating Weloss ~~have~~carry ~~agreed~~forwards, ~~that~~if ~~we will not incur~~ any ~~indebtedness unless we have obtained from the lender a waiver of any right~~, ~~title,~~and ~~interest~~could orresult ~~claim of any kind~~ in ~~or to~~ the ~~monies~~resignation ~~held~~or inremoval ~~the trust account. As such, no issuance~~ of ~~debt~~our ~~will~~present ~~affect~~directors ~~the per-share amount~~and ~~available~~officers; ~~for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:~~ and

• ~~default~~may ~~and~~adversely ~~foreclosure~~affect onprevailing ~~our~~market ~~assets~~prices iffor our ~~operating~~units, ~~revenues~~Class ~~after~~A ~~our~~common ~~initial~~stock ~~business~~and/or ~~combination are insufficient to repay our debt obligations;~~warrants.

•Resources ~~acceleration~~could ofbe ~~our~~wasted ~~obligations~~in toresearching ~~repay~~business ~~the~~combinations ~~indebtedness~~that ~~even~~are ifnot wecompleted, ~~make~~which ~~all~~could ~~principal~~materially adversely affect subsequent attempts to locate and ~~interest~~acquire ~~payments~~or ~~when~~merge ~~due~~with ifanother business. If we ~~breach~~are ~~certain~~unable ~~covenants~~to ~~that~~complete ~~require~~our ~~the~~initial ~~maintenance~~business ofcombination, ~~certain~~our ~~financial~~public ~~ratios~~stockholders ormay ~~reserves~~receive ~~without~~only aapproximately ~~waiver~~$10.00 per share, or ~~renegotiation~~less in certain circumstances, on the liquidation of ~~that~~our ~~covenant;~~trust account, and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the

~~• our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;~~per-share

redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

•Our ability to successfully effect our ~~inability~~initial business combination and to ~~obtain~~be ~~necessary~~successful ~~additional~~thereafter ~~financing~~will ifbe totally dependent upon the ~~debt~~efforts ~~security~~of ~~contains~~our ~~covenants~~key ~~restricting~~personnel, some of whom may join us following our ~~ability~~initial tobusiness ~~obtain~~combination. ~~such~~The ~~financing~~loss ~~while~~of key personnel could negatively impact the ~~debt~~operations ~~security~~and isprofitability ~~outstanding;~~of our post-combination business.

•Our ability to successfully effect our ~~inability~~initial tobusiness ~~pay~~combination ~~dividends~~is ondependent upon the efforts of our ~~common~~key ~~stock;~~personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in

•35 using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

41Table of Contents

~~Table~~place. While we intend to closely scrutinize any individuals we employ after our initial business combination, we cannot assure you that our assessment of ~~Contents~~these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

•In ~~limitations~~addition, onthe directors and officers of an initial business combination candidate may resign upon completion of our ~~flexibility~~initial inbusiness ~~planning~~combination. ~~for~~The departure of our initial business combination target’s key personnel could negatively impact the operations and ~~reacting~~profitability toof ~~changes~~our inpost-combination business. The role of our initial business ~~and~~combination incandidate’s key personnel upon the ~~industry~~completion inof ~~which~~our initial business combination cannot be ascertained at this time. Although we ~~operate;~~contemplate that certain members of our initial business combination candidate’s management team will remain associated with our initial business combination candidate following our initial business combination, it is possible that members of the management of our initial business combination candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

•We ~~increased~~may ~~vulnerability~~engage toin ~~adverse~~an ~~changes~~initial inbusiness ~~general~~combination ~~economic~~with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, ~~industry~~officers, ~~and~~directors ~~competitive~~or ~~conditions~~existing ~~and~~holders ~~adverse~~which ~~changes~~may inraise ~~government~~potential ~~regulation;~~conflicts of interest.

•In ~~limitations~~light onof the involvement of our ~~ability~~sponsor, directors, and officers with other entities, we may decide to ~~borrow~~acquire ~~additional~~one ~~amounts~~or more businesses affiliated with our sponsor, directors or officers. Our directors and officers may also serve as officers and board members for ~~expenses~~other entities. Such entities may compete with us for business combination opportunities. We will pursue a transaction with an affiliated entity only if we determine that such affiliated entity meets our criteria for our initial business combination and such transaction is approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA, ~~capital~~or ~~expenditures~~from an independent accounting firm, ~~acquisitions~~regarding the fairness to our company from a financial point of view of an initial business with one or more domestic or international businesses affiliated with our directors, ~~debt~~officers, ~~service~~or ~~requirements~~current stockholders, potential conflicts of interest still may exist and, ~~execution~~as a result, the terms of our ~~strategy;~~initial ~~and~~business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

•Since ~~other~~our ~~disadvantages~~sponsor, ~~compared~~directors toand officers will lose their entire investment in us if our ~~competitors~~initial ~~who~~business ~~have~~combination ~~less~~is ~~debt~~not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

WeOn ~~may~~September 15, ~~only~~2020, beour ~~able~~sponsor toacquired ~~complete~~11,500,000 ~~one~~founder ~~business~~shares ~~combination~~in ~~with~~exchange for a capital contribution of $25,000, or approximately $0.002 per share. On January 28, 2021, we effected a stock dividend of 0.125 shares of Class B common stock, resulting in our sponsor holding an aggregate of 12,937,500 founder shares. The financial statements have been retroactively restated to reflect the ~~proceeds~~stock dividend. On January 28, 2021, our sponsor transferred 84,375 founder shares to Edward A. Rose III and 56,250 founder shares to each of James L. Bauman, Diane M. Parisi, William B. Plummer and Philip B. Whitehead, at the original per share purchase price. On January 29, 2021, our sponsor forfeited 437,500 founder shares in connection with our initial public offering, ~~and~~resulting ~~the~~in ~~sale~~an aggregate of 12,500,000 founder shares outstanding. The founder shares will be worthless if we do not complete our initial business combination. In addition, our sponsor purchased at the time of our initial public offering 8,813,334 private placement warrants ~~and~~, ~~forward~~each exercisable for one share of our Class A common stock at $11.50 per share, for a purchase ~~units~~price of $13,220,000, ~~which~~or $1.50 per whole warrant, that will ~~cause~~also usbe worthless if we do not complete an initial business. Holders of founder shares have agreed (A) to bevote ~~solely~~any ~~dependent~~shares onowned by them in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a ~~single~~stockholder vote to approve a proposed initial business ~~which~~combination. In addition, we may ~~have~~obtain aloans ~~limited~~from ~~number~~our sponsor, affiliates of ~~products~~our sponsor or ~~services~~an ~~and~~officer ~~limited~~or ~~operating activities~~director. ~~This~~The ~~lack~~personal and financial interests of ~~diversification~~our directors and officers may ~~negatively~~influence ~~impact~~their motivation in identifying and selecting a target initial business, completing our ~~operating results~~initial business combination and ~~profitability~~influencing the operation of the business following our initial business combination.

Of36 the net proceeds from our initial public offering and the sale of the private placement warrants, as of February 2, 2021, $500,000,000 was available to complete our business combination, (1) exclusive of funds held outside the trust account to meet our expected working capital requirements, (2) after payment of the expenses of our initial public offering including underwriting fees, (3) before the payment of $17,500,000 of deferred underwriting fees, (4) before fees and expenses associated with our initial business combination, and (5) excluding up to $80,000,000 in proceeds from the sale of forward purchase units.

WeTable ~~may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period~~ of time. However, we may not be able to effectuate our business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. In addition, we intend to focus our search for our initial business combination in a single industry. Accordingly, the prospects for our success may be: Contents

•We ~~solely~~may ~~dependent~~issue ~~upon~~notes ~~the~~or ~~performance~~other ofdebt ainstruments, ~~single~~or ~~business~~otherwise incur substantial debt, ~~property~~to orcomplete ~~asset~~our initial business combination, orwhich may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

Although we have no commitments as of the date of this Report to issue any notes or other debt instruments, or to otherwise incur outstanding debt following our initial public offering, we may choose to incur substantial debt to complete our initial business. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the

~~• dependent upon the development or market acceptance of a single or limited number of products, processes or services.~~per-share

amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

~~This~~• ~~lack~~default ~~of diversification may subject us to numerous economic, competitive~~ and ~~regulatory~~foreclosure ~~risks,~~on ~~any~~our orassets ~~all~~if ofour ~~which~~operating ~~may have~~revenues aafter ~~substantial~~our ~~adverse~~initial ~~impact~~business ~~upon~~combination ~~the~~are ~~particular~~insufficient ~~industry in which we may operate subsequent~~ to repay our ~~initial~~debt ~~business combination.~~ obligations;

We• ~~may~~acceleration ~~attempt~~ of our obligations to ~~simultaneously~~repay ~~complete~~the ~~business~~indebtedness ~~combinations~~even ~~with~~if ~~multiple~~we ~~prospective~~make ~~targets,~~all ~~which~~principal ~~may~~and ~~hinder~~interest ~~our~~payments ~~ability~~when todue ~~complete~~if ~~our~~we ~~initial~~breach ~~business~~certain ~~combination~~covenants ~~and~~that ~~give~~require ~~rise~~the tomaintenance ~~increased~~of ~~costs~~certain ~~and~~financial ~~risks~~ratios ~~that~~or ~~could~~reserves ~~negatively~~without ~~impact~~a ~~our~~waiver ~~operations~~or ~~and profitability.~~renegotiation of that covenant;

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~~immediate ofpayment ~~its business is contingent on the simultaneous closings~~ of ~~the~~all ~~other~~principal ~~business combinations, which may make it more difficult for us,~~ and ~~delay~~accrued ~~our ability~~interest, toif ~~complete our initial business combination. We do not~~any, ~~however,~~ intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if ~~there are multiple sellers) and~~ the ~~additional~~debt ~~risks~~security ~~associated~~is ~~with~~payable ~~the~~on 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. demand;

42• our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

~~Table~~• ofour ~~Contents~~inability to pay dividends on our common stock;

We• ~~may~~using ~~attempt~~a tosubstantial ~~complete~~portion of our ~~initial~~cash ~~business~~flow ~~combination~~to ~~with~~pay aprincipal ~~private~~and ~~company~~interest ~~about~~on our debt, which ~~little information~~will isreduce ~~available,~~the ~~which~~funds ~~may~~available ~~result~~for individends anon ~~initial~~our ~~business~~common ~~combination~~stock ~~with~~if adeclared, ~~company~~our ~~that~~ability isto ~~not~~pay asexpenses, ~~profitable~~make ascapital weexpenditures ~~suspected~~and acquisitions, ifand atfund ~~all.~~other general corporate purposes;

~~In pursuing~~• ~~our~~limitations ~~initial~~on ~~business combination strategy, we may seek to effectuate~~ our ~~initial~~flexibility ~~business~~in ~~combination~~planning ~~with~~for ~~a privately held company. Very little public information generally exists about private companies,~~ and wereacting ~~could~~to bechanges ~~required~~in ~~to make~~ our ~~decision on whether to pursue a potential initial~~ business ~~combination~~and onin the ~~basis~~industry ofin ~~limited information,~~ which ~~may result in our initial business combination with a company that is not as profitable as~~ we ~~suspected, if at all.~~ operate;

We• doincreased ~~not~~vulnerability ~~have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us~~ to ~~complete~~adverse ~~our~~changes ~~initial business~~in ~~combination~~general ~~with~~economic, ~~which~~industry aand ~~substantial~~competitive ~~majority~~conditions ofand ~~our~~adverse ~~stockholders~~changes doin ~~not~~government ~~agree.~~ regulation;

~~Our~~• ~~amended~~limitations ~~and~~on ~~restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem~~ our ~~public~~ability ~~shares in an amount that would cause our net tangible assets~~ to beborrow ~~less~~additional ~~than~~amounts ~~$5,000,001~~for upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. As a resultexpenses, wecapital ~~may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or~~expenditures, ~~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~~acquisitions, ~~have~~debt ~~entered~~service ~~into privately negotiated agreements to sell their shares to our sponsor~~requirements, ~~officers,~~and ~~directors,~~execution ~~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 initial business combination exceed the aggregate amount of cash available to us, we will not complete our ~~initial~~strategy; ~~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.~~

~~In order~~• ~~to effectuate our initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and~~ other ~~governing~~disadvantages ~~instruments,~~compared ~~including their warrant agreements. We cannot assure you that we will not seek~~ to ~~amend~~ our ~~amended~~competitors ~~and~~who ~~restated~~have ~~certificate~~less ~~of incorporation or other governing documents in a manner that will make it easier for us to complete our initial business combination but that our stockholders or warrantholders may not support~~debt.

InWe ~~order~~may toonly ~~effectuate~~be ~~our~~able ~~initial~~to ~~business~~complete ~~combination,~~one blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, ~~increased redemption thresholds, and extended the time to consummate their initial business combinations and,~~ with ~~respect to their warrants, amended their warrant agreements to require~~ the ~~warrants~~proceeds ~~to be exchanged for cash and/or other securities. Amending our amended and restated certificate~~ of ~~incorporation requires the approval of holders of 65% of~~ our ~~common~~initial ~~stock, and amending our warrant agreement will require a vote of holders of at least 50% of the~~ public ~~warrants.~~offering ~~In addition, our amended~~ and ~~restated~~the ~~certificate~~sale of ~~incorporation requires us to provide our public stockholders with~~ the ~~opportunity~~private toplacement ~~redeem~~warrants ~~their public shares for cash if we propose an amendment to our amended~~ and ~~restated~~forward ~~certificate~~purchase ofunits, ~~incorporation~~which ~~(A) to~~will ~~modify~~cause ~~the~~us ~~substance or timing of our obligation~~ to ~~redeem~~be ~~100%~~solely ofdependent ~~our public~~on ~~shares~~a ifsingle ~~we do not complete our initial~~ business ~~combination~~which ~~within~~may ~~24 months (or 30 months from the closing of our initial public offering if we~~ have ~~executed~~ a ~~letter~~limited ofnumber ~~intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing~~ of ~~our~~products ~~initial public offering but have not completed our initial business combination within such 24 month period) from the closing of our initial public offering~~ or ~~(B) with respect~~services toand ~~any~~limited ~~other~~operating ~~provision relating to stockholders’ rights or pre-initial business combination activity~~activities. ToThis ~~the~~lack ~~extent any such amendments would be deemed to fundamentally change the nature~~ of ~~any~~diversification ~~securities~~may ~~offered~~negatively inimpact our ~~initial~~operating ~~public~~results ~~offering,~~and ~~we would register, or seek an exemption from registration for, the affected securities~~profitability. We cannot assure you that we will not seek to amend our charter or other governing instruments or extend the time to consummate our initial business combination in order to effectuate our initial business combination.

43Of the net proceeds from our initial public offering and the sale of the private placement warrants, as of December 31, 2021, $500,000,000 was available to complete our business combination, (1) exclusive of funds held outside the trust account to meet our expected working capital requirements, (2) after payment of the expenses of our initial public offering including underwriting fees, (3) before the payment of $17,500,000 of deferred underwriting fees, (4) before fees and expenses associated with our initial business combination, and (5) excluding up to $80,000,000 in proceeds from the sale of forward purchase units.

~~Table~~We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of ~~Contents~~time. However, we may not be able to effectuate our business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. In addition, we intend to focus our search for our initial business combination in a single industry. Accordingly, the prospects for our success may be:

~~The~~37 provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) including an amendment to permit us to withdraw funds from the trust account such that the per share amount investors receive upon any redemption or liquidation is substantially reduced or eliminated, may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate the completion of our initial business combination that some of our stockholders may not support.

~~Our~~Table ~~amended and restated certificate~~ of incorporation provides that any of its provisions related to pre-initial business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein and including to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. We may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation. Our initial stockholders, who collectively beneficially owned 20% of our common stock upon the closing of our initial public offering, will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern our pre-initial business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation. Contents

~~Our~~• ~~sponsor,~~solely ~~directors and~~dependent ~~officers~~upon ~~have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify~~ the ~~substance~~performance ~~or timing~~ of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 30 months from the closing of our initial public offering if we have executed a ~~letter~~single ~~of intent, agreement in principle or definitive agreement for our initial~~ business combination within 24 months from the closing of our initial public offering but have not completed our initial business combination within such 24 month period) from the closing of our initial public offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, ~~unless~~property we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our sponsor, directors and officers. Our stockholders are not parties to, or ~~third-party beneficiaries of~~asset, ~~these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, directors~~ or ~~officers for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.~~

We• ~~may~~dependent beupon ~~unable~~the todevelopment ~~obtain~~or ~~additional~~market ~~financing~~acceptance toof ~~complete~~a ~~our~~single ~~initial business combination~~ or tolimited ~~fund~~number ~~the operations and growth~~ of ~~a target business~~products, ~~which~~processes ~~could compel us to restructure~~ or ~~abandon a particular business combination~~services.

~~Although~~This welack ~~believe that the net proceeds~~ of ~~our~~diversification ~~initial~~may ~~public~~subject ~~offering and the sale of the private placement warrants and the forward purchase units are sufficient to allow~~ us to ~~complete~~numerous ~~our initial business combination~~economic, ~~because~~competitive weand ~~have~~regulatory ~~not~~risks, ~~yet identified~~ any ~~prospective~~ ~~target~~or ~~business~~all ~~we cannot ascertain the capital requirements for any particular transaction. If the net proceeds~~ of ~~our~~which ~~initial~~may ~~public~~have ~~offering~~a ~~and~~substantial ~~the~~adverse ~~sale~~impact ofupon the ~~private~~particular ~~placement~~industry ~~warrants~~in ~~and~~which ~~the~~we ~~forward~~may ~~purchase~~operate ~~units~~subsequent ~~prove~~ to ~~be insufficient, either because of the size of~~ our initial business combination,. the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our initial

44We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

~~Table~~If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of ~~Contents~~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. We do not, however, intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

~~business~~We ~~combination~~may orattempt ~~the terms of negotiated transactions~~ to ~~purchase~~complete ~~shares in connection with~~ our initial business combination, wewith ~~may~~a beprivate ~~required~~company toabout ~~seek~~which ~~additional~~little ~~financing~~information oris ~~to abandon the proposed business combination. We cannot assure you that such financing will be~~ available ~~on acceptable terms~~, ifwhich atmay ~~all.~~result Toin ~~the~~an ~~extent that additional financing proves to be unavailable when needed to complete our~~ initial business combination~~, we~~ ~~would~~with bea ~~compelled~~company ~~to either restructure the transaction or abandon~~ that ~~particular~~is ~~business~~not ~~combination~~as ~~and~~profitable ~~seek~~as ~~an alternative target business candidate. If~~ we ~~are unable to complete our initial business combination~~suspected, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our taxes on the liquidation of our trust account and our warrants will expire worthless. In addition, even if weat ~~do not need additional financing to complete our business combination, we may require such financing to fund the operations or growth of the target business~~all. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination.

~~Our~~In pursuing our initial ~~stockholders~~business combination strategy, we may ~~exert~~seek to effectuate our initial business combination with a ~~substantial~~privately ~~influence~~held company. Very little public information generally exists about private companies, and we could be required to make our decision on ~~actions~~whether ~~requiring~~to pursue a ~~stockholder~~potential ~~vote~~initial business combination on the basis of limited information, ~~potentially~~which may result in our initial business combination with a ~~manner~~ company that ~~you~~is do not ~~support~~as profitable as we suspected, if at all.

~~Our~~We initial stockholders owned shares representing 20% of our issued and outstanding shares of common stock. Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not ~~support,~~have ~~including~~a ~~amendments~~specified tomaximum ~~our~~redemption ~~amended and restated certificate of incorporation and approval of major corporate transactions~~threshold. IfThe ~~our~~absence ~~initial stockholders purchase any additional shares~~ of ~~common stock in the aftermarket or in privately negotiated transactions, this would increase their control. Factors that would be considered in making~~ such ~~additional~~ purchases would include consideration of the current trading price of our Class A common stock. In addition, our board of directors, whose members were elected by our initial stockholders, is divided into three classes, each of which serves for a ~~term~~redemption ofthreshold ~~three years with only one class of directors being elected in each year. We~~ may ~~not~~make ~~hold~~it anpossible ~~annual~~for ~~meeting~~us ~~of stockholders~~ to ~~elect~~complete ~~new directors prior to the completion of~~ our initial business combination, inwith which ~~case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting, as~~ a ~~consequence~~substantial ofmajority ~~our “staggered” board~~ of ~~directors, only certain of the members or~~ our ~~the board of directors will be considered for election at each meeting, and our initial~~ stockholders, ~~because~~do 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. The forward purchase shares will not ~~be issued until completion of our initial business combination and, accordingly, will not be included in any stockholder vote until such time~~agree.

~~Because~~Our amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will we ~~must~~redeem ~~furnish~~our public shares in an amount that would cause our ~~stockholders~~net ~~with~~tangible ~~target~~assets ~~business~~to ~~financial~~be ~~statements~~less than $5,000,001 upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may ~~lose~~be contained in the ~~ability~~agreement relating to our initial business combination. As a result, we may be able to complete anour ~~otherwise advantageous~~initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with ~~some~~our ~~prospective~~initial ~~target~~business ~~businesses~~combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, 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 initial business combination exceed the aggregate amount of cash available to us, we will not complete our initial 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.

~~The~~38 federal proxy rules require that a proxy statement with respect to a vote on our initial business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

~~Compliance~~Table obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of ~~completing our initial business combination.~~ Contents

45In order to effectuate our initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or other governing documents in a manner that will make it easier for us to complete our initial business combination but that our stockholders or warrantholders may not support.

In order to effectuate our initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, and extended the time to consummate their initial business combinations 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 requires the approval of holders of 65% of our common stock, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants. 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 (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 30 months from the closing of our initial public offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of our initial public offering but have not completed our initial business combination within such 24 month period) from the closing of our initial public offering or (B) with respect to any other provision relating to stockholders’ rights or

~~Table of Contents~~pre-initial

business combination activity. To the extent any such amendments would be deemed to fundamentally change the nature of any securities offered in our initial public offering, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or other governing instruments or extend the time to consummate our initial business combination in order to effectuate our initial business combination.

The provisions of our amended and restated certificate of incorporation that relate to our

~~Section 404 of the Sarbanes~~pre-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 will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial business combination.

combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) including an amendment to permit us to withdraw funds from the trust account such that the per share amount investors receive upon any redemption or liquidation is substantially reduced or eliminated, may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate the completion of our initial business combination that some of our stockholders may not support.

Our amended and restated certificate of incorporation provides that any of its provisions related to

~~RISKS RELATING TO THE POST~~pre-~~BUSINESS COMBINATION COMPANY~~ initial

business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein and including to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. We may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation. Our initial stockholders, who collectively beneficially owned 20% of our common stock upon the closing of our initial public offering, will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern our

~~Subsequent to the completion of our initial business combination, we may be required to take write~~pre-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment. initial

business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

~~Even~~Our ifsponsor, wedirectors ~~conduct~~and ~~extensive~~officers ~~due~~have ~~diligence~~agreed, onpursuant to a ~~target~~written ~~business~~agreement with ~~which we combine~~us, ~~we cannot assure you~~ that ~~this~~they ~~diligence~~ will ~~surface~~not ~~all~~propose ~~material issues~~any ~~that~~amendment ~~may be present inside a particular target business, that it would be possible~~ to ~~uncover~~our ~~all~~amended ~~material~~and ~~issues~~restated ~~through~~certificate ~~a customary amount~~ of ~~due~~incorporation ~~diligence,~~(i) to ormodify ~~that factors outside of~~ the ~~target~~substance ~~business~~or ~~and~~timing ~~outside~~ of our ~~control~~obligation ~~will~~to ~~not later~~redeem ~~arise.~~100% ~~As a result~~ of ~~these factors, we may be forced to later write-down or write-off assets, restructure~~ our ~~operations,~~public orshares ~~incur impairment or other charges that could result in our reporting losses. Even~~ if ~~our~~we ~~due~~do ~~diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner~~ not ~~consistent~~complete ~~with~~ our ~~preliminary~~initial ~~risk~~business ~~analysis.~~combination ~~Even~~within ~~though~~24 ~~these~~months ~~charges~~(or ~~may~~30 ~~be non-cash items~~months ~~and~~from ~~not have an immediate impact on our liquidity,~~ the ~~fact~~closing ~~that we report charges~~ of ~~this nature could contribute to negative market perceptions about us or~~ our ~~securities.~~initial Inpublic ~~addition, charges~~offering ofif ~~this nature may cause us to violate net worth or other covenants to which~~ we ~~may~~have beexecuted ~~subject as~~ a ~~result~~letter of ~~assuming~~intent, ~~pre-existing~~agreement ~~debt~~in ~~held~~principle ~~by a target business~~ or bydefinitive ~~virtue~~agreement offor our ~~obtaining debt financing to partially finance our~~ initial business combination. ~~Accordingly,~~within ~~any~~24 ~~securityholders~~months ~~who~~from ~~choose~~the toclosing ~~remain~~of ~~securityholders following~~ our initial ~~business~~public ~~combination~~offering ~~could~~but ~~suffer~~have anot ~~reduction~~completed inour ~~the~~initial ~~value~~business ofcombination ~~their~~within ~~shares. Such stockholders are unlikely to have a remedy for~~ such ~~reduction~~24 inmonth ~~value~~period) ~~unless~~from ~~they are able to successfully claim that~~ the ~~reduction~~closing ~~was~~of ~~due to the breach by~~ our ~~directors~~initial orpublic ~~officers~~offering ~~of a duty of care~~ or ~~other~~(ii) with ~~fiduciary~~respect ~~duty owed~~ to ~~them,~~any orother ~~if they~~provision ~~are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,~~ relating to ~~our~~stockholders’ ~~initial~~rights ~~business combination, constituted an actionable material misstatement~~ or ~~omission.~~

~~Our~~39 ~~management may not be able to maintain control of a target business after our initial business combination.~~

WeTable ~~may structure our initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100%~~ of ~~the~~ equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if we own 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in our post business combination company, depending on valuations ascribed to the target and us in our initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. Contents

pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a

46 per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our sponsor, directors and officers. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, directors or officers for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

~~Table~~We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of ~~Contents~~a target business, which could compel us to restructure or abandon a particular business combination.

~~Our~~Although we believe that the net proceeds of our initial public offering and the sale of the private placement warrants and the forward purchase units are sufficient to allow us to complete our initial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants and the forward purchase units prove to be insufficient, either because of the size of our ~~structure~~initial ~~thereafter~~business combination, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may ~~not~~ be ~~tax-efficient~~ required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our ~~stockholders~~initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and ~~warrant~~seek ~~holders~~an alternative target business candidate. AsIf awe ~~result~~are ofunable to complete our initial business combination, our ~~tax~~public ~~obligations~~stockholders may bereceive ~~more~~only ~~complex~~approximately $10.00 per share, ~~burdensome~~or less in certain circumstances, plus any pro rata interest earned on the funds held in the trust account and ~~uncertain~~not previously released to us to pay our taxes on the liquidation of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination.

~~Although~~Our ~~we will attempt to structure our~~ initial ~~business~~stockholders ~~combination~~may inexert a ~~tax-efficient manner,~~ ~~tax structuring~~substantial ~~considerations~~influence ~~are~~on ~~complex,~~actions ~~the~~requiring ~~relevant~~a facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our initial business combination and subject to any requisite stockholder ~~approval~~vote, wepotentially ~~may structure our business combination~~ in a manner that ~~requires~~you stockholders and/or warrant holders to recognize gain or income for tax purposes, effect a business combination with a target company in another jurisdiction, or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not ~~intend to make any cash distributions to stockholders or warrant holders to pay taxes in connection with our business combination or thereafter~~support. Accordingly, a stockholder or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares received. In addition, stockholders and warrant holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.

InOur ~~addition~~initial stockholders owned shares representing 20% of our issued and outstanding shares of common stock. Accordingly, wethey may ~~effect~~exert a ~~business~~substantial ~~combination~~influence ~~with~~on actions requiring a ~~target~~stockholder ~~company~~vote, potentially in a manner that ~~has~~you ~~business~~do ~~operations~~not ~~outside~~support, including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions. If our initial stockholders purchase any additional shares of common stock in the ~~United~~aftermarket ~~States,~~or ~~and~~in ~~possibly~~privately negotiated transactions, ~~business operations~~this inwould ~~multiple~~increase ~~jurisdictions~~their control. IfFactors wethat ~~effect~~would be considered in making such aadditional ~~business~~purchases ~~combination~~would include consideration of the current trading price of our Class A common stock. In addition, weour ~~could~~board beof ~~subject~~directors, towhose ~~significant~~members ~~income~~were elected by our initial stockholders, ~~withholding~~is ~~and~~divided ~~other~~into ~~tax~~three ~~obligations~~classes, ineach of which serves for a ~~number~~term of ~~jurisdictions~~three years with ~~respect~~only toone ~~income,~~class ~~operations~~of ~~and~~directors ~~subsidiaries~~being ~~related to~~elected ~~those~~in ~~jurisdictions~~each year. ~~Due~~We may not hold an annual meeting of stockholders to elect new directors prior to the ~~complexity~~completion of ~~tax~~our ~~obligations~~initial ~~and~~business ~~filings~~combination, in ~~other~~which ~~jurisdictions,~~case weall ~~may~~of ~~have~~the acurrent ~~heightened~~directors ~~risk~~will ~~related~~continue toin ~~audits~~office oruntil ~~examinations~~at byleast Uthe completion of the business combination.S. ~~federal~~If there is an annual meeting, ~~state~~as a consequence of our “staggered” board of directors, ~~local~~ only certain of the members or our the board of directors will be considered for election at each meeting, and ~~non-U~~ our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome.~~S. taxing~~ ~~authorities~~Accordingly, our initial stockholders will continue to exert control at least until the completion of our initial business combination. ~~This~~The ~~additional~~forward ~~complexity~~purchase ~~and~~shares ~~risk~~will ~~could~~not ~~have~~be anissued ~~adverse~~until ~~effect~~completion onof our ~~after-tax profitability~~ initial business combination and, ~~financial condition~~accordingly, will not be included in any stockholder vote until such time.

We40 ~~may face risks related to businesses in the industrial sector.~~

~~Business~~Table combinations with businesses in Advanced Industrials or related businesses involve special considerations and risks. If we complete our initial business combination with an Advanced Industrials or related business, we will be subject to the following risks, any of ~~which could be detrimental to us and the business we acquire:~~ Contents

•Because ~~the markets~~ we ~~may~~must ~~serve~~furnish ~~may~~our bestockholders ~~subject~~with totarget ~~general~~business ~~economic~~financial ~~conditions~~statements, ~~and~~we ~~cyclical~~may ~~demand,~~lose ~~which~~the ~~could~~ability ~~lead~~ to ~~significant~~complete ~~shifts~~an inotherwise ~~our~~advantageous ~~results~~initial ofbusiness ~~operations~~combination ~~from~~with ~~quarter~~some toprospective ~~quarter~~target ~~that~~businesses. ~~make it difficult to project long-term performance;~~

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

•Compliance ~~competition~~obligations ~~and~~under ~~consolidation~~the ofSarbanes-Oxley ~~the~~Act ~~specific~~may ~~sector~~make ofit ~~the~~more ~~industry~~difficult ~~within~~for ~~which~~us to effectuate our initial business combination, require substantial financial and management resources, and increase the ~~target~~time and costs of completing our initial business ~~operates;~~combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form

~~• volatility in costs for strategic raw material and energy commodities or disruption in the supply of these commodities could adversely affect our financial results;~~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 will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial business combination.

•Risks ~~supplier~~Relating ~~stability,~~to ~~factory~~the ~~transitions~~Post-Business ~~and~~Combination ~~capacity~~Company ~~constraints;~~

•Subsequent ~~inability~~to the completion of our initial business combination, we may be required to ~~obtain~~take ~~necessary~~write-downs ~~insurance~~or ~~coverage~~write-offs, ~~for~~restructuring ~~the~~and ~~target~~impairment ~~business’~~or other charges that could have a significant negative effect on our financial condition, results of operations; and our stock price, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or

• additional expenses and delays due to technical problems, labor problems (including union disruptions) or other interruptions at our manufacturing facilities after our initial business combination;write-off

assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be

~~• work~~non-~~related accidents that may expose us to liability claims;~~cash

items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming

• our manufacturing processes and products not complying with applicable statutory and regulatory requirements, or if we manufacture products containing design or manufacturing defects, the demand for our products declining and potential liability claims;pre-existing

debt held by a target business or by virtue of our obtaining debt financing to partially finance our initial business combination. Accordingly, any securityholders who choose to remain securityholders following our initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers 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 our initial business combination, constituted an actionable material misstatement or omission.

•41 litigation and other proceedings, including that we may be liable for damages based on product liability claims, and we may also be exposed to potential indemnity claims from customers for losses due to our work or if our employees are injured performing services;

47Table of Contents

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

•We ~~warranty~~may ~~claims~~structure ~~related~~our initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if we own 50% or more of the voting securities of the target, our ~~products~~stockholders prior to our initial business combination may collectively own a minority interest in our post business combination company, depending on valuations ascribed to the target and us in our initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting ~~reputational~~in ~~damage~~a ~~and~~single ~~incurrence~~person or group obtaining a larger share of ~~significant~~the ~~costs;~~company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

Our initial business combination and our structure thereafter may not be

~~• changes in industry standards;~~tax-efficient

to our stockholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.

Although we will attempt to structure our initial business combination in a

~~• changes in tariffs and other trade practices;~~tax-efficient

manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our initial business combination and subject to any requisite stockholder approval, we may structure our business combination in a manner that requires stockholders and/or warrant holders to recognize gain or income for tax purposes, effect a business combination with a target company in another jurisdiction, or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to stockholders or warrant holders to pay taxes in connection with our business combination or thereafter. Accordingly, a stockholder or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares received. In addition, stockholders and warrant holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.

In addition, we may effect a business combination with a target company that has business operations outside of the United States, and possibly, business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local and

~~• inability to protect our intellectual property rights;~~non-U.S.

taxing authorities. This additional complexity and risk could have an adverse effect on our

~~• our products and manufacturing processes being subject to technological change;~~after-tax

profitability and financial condition.

•We ~~being~~may ~~subject~~face torisks ~~applicable~~related ~~laws~~to ~~and~~businesses ~~regulations~~in ~~of federal, state and provincial governments, including environmental and health and safety laws and regulations, and~~ the ~~costs~~industrial ofsector. ~~compliance with such regulations;~~

•Business ~~disruption~~combinations orwith ~~failure~~businesses ofin ~~networks,~~Advanced ~~systems~~Industrials or ~~technology~~related asbusinesses ainvolve ~~result~~special ofconsiderations ~~computer~~and ~~viruses,~~risks. ~~“cyber-attacks,”~~If ~~misappropriation~~we ofcomplete ~~data~~our initial business combination with an Advanced Industrials or ~~other~~related ~~malfeasance~~business, aswe ~~well~~will asbe ~~outages,~~subject ~~natural~~to ~~disasters,~~the ~~terrorist~~following ~~attacks~~risks, ~~accidental~~any ~~releases~~ of ~~information~~which orcould ~~similar~~be ~~events;~~detrimental to us and the business we acquire:

• ~~fluctuations~~the inmarkets ~~foreign~~we ~~currency~~may ~~exchange~~serve ~~rates;~~may be subject to general economic conditions and cyclical demand, which could lead to significant shifts in our results of operations from quarter to quarter that make it difficult to project long-term performance;

• ~~the~~fluctuations ~~failure of our customers to pay the amounts owed to us~~ in acustomer ~~timely manner.~~demand;

~~Any~~• ofcompetition the foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifying prospective target businesses will not be limited to Advanced Industrials or related businesses. Accordingly, if we acquire a target business in another industry, these risks will likely not affect us and weconsolidation ~~will~~of bethe ~~subject~~specific tosector ~~other~~of ~~risks attendant with~~ the ~~specific~~ industry inwithin which wethe ~~operate or~~ target business ~~which we acquire, none of which can be presently ascertained.~~ operates;

~~RISKS~~42 ~~RELATING TO ACQUIRING AND OPERATING A BUSINESS IN FOREIGN COUNTRIES~~

IfTable ~~we effect our initial business combination with a company with operations or opportunities outside~~ of ~~the United States, we would be subject to a variety of additional risks that may negatively impact our operations.~~ Contents

If• ~~we effect~~volatility ~~our~~in ~~initial~~costs ~~business~~for ~~combination~~strategic ~~with~~raw amaterial ~~company~~and ~~with~~energy ~~operations~~commodities or ~~opportunities~~disruption ~~outside~~in of the ~~United~~supply ~~States,~~of wethese ~~would~~commodities becould ~~subject~~adversely toaffect ~~any~~our ~~special~~financial ~~considerations or risks associated with companies operating in an international setting, including any of the following:~~ results;

• ~~higher~~supplier ~~costs~~stability, ~~and~~factory ~~difficulties~~transitions ~~inherent in managing cross-border business operations~~ and ~~complying~~capacity ~~with different commercial and legal requirements of overseas markets~~constraints;

• ~~rules~~inability ~~and~~to ~~regulations~~obtain ~~regarding~~necessary ~~currency~~insurance ~~redemption~~coverage for the target business’ operations;

• ~~complex~~additional ~~corporate~~expenses ~~withholding~~and ~~taxes~~delays ondue ~~individuals~~to technical problems, labor problems (including union disruptions) or other interruptions at our manufacturing facilities after our initial business combination;

• ~~laws~~work-related ~~governing~~accidents ~~the~~that ~~manner~~may inexpose ~~which~~us ~~future~~to ~~business~~liability ~~combinations may be effected~~claims;

• ~~tariffs~~our manufacturing processes and ~~trade~~products ~~barriers~~not complying with applicable statutory and regulatory requirements, or if we manufacture products containing design or manufacturing defects, the demand for our products declining and potential liability claims;

• ~~regulations~~litigation ~~related~~and toother ~~customs~~proceedings, including that we may be liable for damages based on product liability claims, and ~~import/export~~we ~~matters~~may also be exposed to potential indemnity claims from customers for losses due to our work or if our employees are injured performing services;

• ~~longer~~warranty ~~payment~~claims ~~cycles~~related to our products, and ~~challenges~~resulting inreputational ~~collecting~~damage ~~accounts~~and ~~receivable~~incurrence of significant costs;

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

• ~~currency~~changes ~~fluctuations~~in tariffs and ~~exchange~~other ~~controls~~trade practices;

• ~~rates~~inability ofto ~~inflation~~protect our intellectual property rights;

• ~~cultural~~our products and ~~language~~manufacturing ~~differences~~processes being subject to technological change;

• ~~employment~~being subject to applicable laws and regulations of federal, state and provincial governments, including environmental and health and safety laws and regulations, and the costs of compliance with such regulations;

• ~~crime~~disruption or failure of networks, ~~strikes~~systems or technology as a result of computer viruses, ~~riots~~“cyber-attacks,” ~~civil~~misappropriation ~~disturbances~~of data or other malfeasance, ~~terrorist~~as ~~attacks~~well as outages, natural disasters, ~~and~~terrorist ~~wars~~attacks, accidental releases of information or similar events;

48• fluctuations in foreign currency exchange rates; and

~~Table~~• the failure of ~~Contents~~our customers to pay the amounts owed to us in a timely manner.

•Any ~~deterioration~~ of ~~political~~the ~~relations~~foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifying prospective target businesses will not be limited to Advanced Industrials or related businesses. Accordingly, if we acquire a target business in another industry, these risks will likely not affect us and we will be subject to other risks attendant with the ~~United~~specific ~~States;~~industry ~~and~~in which we operate or target business which we acquire, none of which can be presently ascertained.

•43 ~~government appropriations of assets.~~

WeTable ~~may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our results~~ of ~~operations and financial condition.~~ Contents

~~RISKS~~Risks ~~RELATING~~Relating TOto ~~OUR~~Acquiring ~~MANAGEMENT~~and ~~TEAM~~Operating a Business in Foreign Countries

WeIf ~~are~~we ~~dependent~~effect ~~upon~~ our ~~directors~~initial ~~and~~business ~~officers~~combination ~~and~~with ~~their~~a ~~departure~~company ~~could~~with ~~adversely~~operations ~~affect~~or ~~our~~opportunities ~~ability~~outside of the United States, we would be subject to ~~operate~~a variety of additional risks that may negatively impact our operations.

~~Our~~If operations are dependent upon a relatively small group of individuals and, in particular, directors and officers. We believe that our success depends on the continued service of our directors and officers, at least until we ~~have~~effect ~~completed~~ our initial business combination. Wewith doa ~~not~~company ~~have an employment agreement~~ with, operations or ~~key-man insurance~~ onopportunities ~~the~~outside ~~life~~ of, ~~any~~the ofUnited ~~our~~States, ~~directors~~we orwould ~~officers.~~be ~~The~~subject ~~unexpected~~to ~~loss~~any ofspecial ~~the~~considerations ~~services of one~~ or ~~more~~risks ofassociated ~~our~~with ~~directors~~companies oroperating ~~officers~~in ~~could~~an ~~have~~international asetting, ~~detrimental~~including ~~effect~~any onof ~~us.~~the following:

~~Our~~• ~~key~~higher ~~personnel~~costs ~~may~~and ~~negotiate~~difficulties ~~employment~~inherent ~~or consulting agreements with a target business~~ in ~~connection~~managing ~~with~~cross-border ~~a particular~~ business ~~combination.~~operations ~~These agreements~~and ~~may~~complying ~~provide~~with ~~for~~different ~~them~~commercial ~~to receive compensation following our initial business combination~~ and aslegal arequirements ~~result, may cause them to have conflicts~~ of ~~interest~~overseas ~~in determining whether a particular business combination is the most advantageous.~~ markets;

~~Our~~• ~~key~~rules personnel may be able to remain with the company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with our initial business combination. Such negotiations would take place simultaneously with the negotiation of our initial business combination and ~~could~~regulations ~~provide~~regarding ~~for~~currency 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 our initial business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential initial business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination. redemption;

We• ~~may~~complex ~~have~~corporate awithholding ~~limited~~taxes ~~ability~~on to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders’ investment in us. individuals;

~~When~~• ~~evaluating~~laws governing the ~~desirability~~manner ofin ~~effecting~~which ~~our~~future ~~initial~~ business ~~combination~~combinations ~~with a prospective target business, our ability to assess the target business’s management~~ may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any securityholders who choose to remain securityholders following the initial business could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value. effected;

~~Our~~• ~~directors~~tariffs and ~~officers~~trade allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination. barriers;

49• regulations related to customs and import/export matters;

~~Table~~• oflonger ~~Contents~~payment cycles and challenges in collecting accounts receivable;

~~Our~~• ~~directors~~tax ~~and officers are not required to~~issues, ~~and~~such doas ~~not,~~tax ~~commit~~law ~~their~~changes ~~full time to our affairs, which may result in a conflict of interest in allocating their time between our operations~~ and ~~our~~variations search for our initial business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in ~~other~~tax ~~business~~laws endeavors for which he may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as ~~officers~~compared ~~or board members for other entities. If our officers’ and directors’ other business affairs require them~~ to ~~devote~~the ~~substantial~~United 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. States;

~~Certain~~• ofcurrency ~~our~~fluctuations ~~directors~~ and ~~officers~~exchange are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented. controls;

~~Until~~• werates ~~consummate our initial business combination, we intend to engage in the business~~ of identifying and combining with one or more businesses. Our sponsor, directors and officers are, and may in the future become, affiliated with entities that are engaged in a similar business, although each of our directors and officers has agreed not to become a director or officer of any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months (or 30 months, as applicable) after the closing of our initial public offering. inflation;

~~Our directors~~• ~~and~~cultural ~~officers currently have,~~ and ~~any~~language of them in the future may have, additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, including, without limitation, funds managed or advised by Mason Capital or MRC Industrial Partners or their respective affiliates, subject to their fiduciary duties. If any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. differences;

~~Our~~• ~~directors~~employment and officers also may become aware of business opportunities which may be necessary or appropriate for presentation to other entities to which they owe certain fiduciary or contractual duties. Any presentation of such opportunities to such other entities may present additional conflicts. regulations;

~~Accordingly~~• crime, ~~our~~strikes, ~~directors~~riots, ~~and~~civil ~~officers~~disturbances, ~~may~~terrorist ~~have~~attacks, ~~conflicts~~natural ofdisasters ~~interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor~~ and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. wars;

~~Our~~• ~~officers,~~deterioration ~~directors,~~of ~~security~~political ~~holders~~relations ~~and~~with ~~their~~the ~~respective~~United ~~affiliates~~States; ~~may have competitive pecuniary interests that conflict with our interests.~~ and

We• ~~have~~government ~~not~~appropriations adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of ~~by us or in any transaction to which we are a party or have an interest~~assets. In fact, we may enter into our initial business combination with a target business that is affiliated with our sponsor, our directors or officers. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

InWe ~~particular,~~may ~~Mason~~not ~~Capital~~be ~~and~~able ~~MRC~~to ~~Industrial~~adequately ~~Partners~~address ~~and~~these ~~their~~additional ~~respective~~risks. ~~affiliates~~If ~~have invested~~we inwere ~~diverse~~unable ~~industries.~~to Asdo ~~a result~~so, ~~there~~our ~~may~~operations bemight ~~substantial~~suffer, ~~overlap~~which ~~between~~may ~~companies~~adversely ~~that~~impact ~~would~~our beresults aof ~~suitable~~operations ~~business combination for us~~ and ~~companies~~financial ~~that would make an attractive target for such other affiliates~~condition.

50Risks Relating to Our Management Team

~~Table~~We ofare ~~Contents~~dependent upon our directors and officers and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, directors and officers. We believe that our success depends on the continued service of our directors and officers, at least until we have completed our initial business combination. We do not have an employment agreement with, or

~~We may not have sufficient funds to satisfy indemnification claims of our directors and officers.~~ key-man

insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

We44 have agreed to indemnify our directors and officers to the fullest extent permitted by law. However, our directors and officers have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account, or (ii) we consummate our initial business combination. Our obligations to indemnify our directors and officers may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers 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 that we may incur the costs of settlement and damage awards against our directors and officers pursuant to these indemnification provisions.

~~RISKS~~Table ~~RELATING~~of ~~TO OUR SECURITIES~~ Contents

~~You~~Our dokey ~~not~~personnel ~~have~~may ~~any~~negotiate ~~rights~~employment or ~~interests~~consulting inagreements ~~funds~~with ~~from~~a ~~the~~target ~~trust~~business ~~account,~~in ~~except~~connection ~~under~~with ~~certain~~a ~~limited~~particular ~~circumstances~~business combination. ToThese ~~liquidate~~agreements ~~your~~may ~~investment, therefore,~~provide ~~you~~for ~~may~~them beto ~~forced~~receive tocompensation ~~sell~~following ~~your~~our ~~public~~initial ~~shares~~business orcombination ~~warrants~~and as a result, ~~potentially~~may atcause them to have conflicts of interest in determining whether a ~~loss~~particular business combination is the most advantageous.

Our ~~public~~key ~~stockholders~~personnel ~~are~~may ~~entitled~~be able to ~~receive~~remain ~~funds~~with ~~from~~ the ~~trust~~company ~~account~~after ~~only upon~~ the ~~earliest to occur of: (i) the~~ completion of our initial business combination, ~~and then~~ only inif ~~connection~~they ~~with~~are ~~those~~able ~~shares of Class A common stock that such stockholder properly elected~~ to ~~redeem,~~negotiate ~~subject to~~employment ~~the~~or ~~limitation~~consulting ~~described~~agreements ~~herein, (ii) the redemption of any public shares properly submitted~~ in connection with aour ~~stockholder~~initial ~~vote~~business tocombination. ~~amend~~Such ~~our~~negotiations ~~amended~~would ~~and~~take ~~restated~~place ~~certificate~~simultaneously ofwith ~~incorporation (A) to modify~~ the ~~substance~~negotiation ~~or timing~~ of ~~our~~ ~~obligation to redeem 100% of~~ our ~~public shares if we do not complete our~~ initial business combination ~~within~~and 24could ~~months~~provide ~~(or~~for 30such ~~months,~~individuals asto ~~applicable)~~receive ~~from~~compensation in the ~~closing~~form of ~~our~~cash ~~initial~~payments ~~public offering~~ and/or ~~(B) with~~our ~~respect~~securities tofor ~~any~~services ~~other~~they ~~provision relating~~would render to ~~stockholders’~~us ~~rights~~after ~~or pre-initial business combination activity, and (iii)~~ the ~~redemption~~completion of our ~~public shares if we are unable to complete our~~ initial business combination ~~within~~. 24The ~~months~~personal ~~(or~~and 30financial ~~months,~~interests ~~as applicable) from the closing~~ of ~~our~~such ~~initial~~individuals ~~public~~may ~~offering,~~influence ~~subject~~their tomotivation ~~applicable~~in ~~law~~identifying and asselecting ~~further~~a ~~described~~target ~~herein~~business. ~~In addition~~However, if we ~~are~~believe ~~unable~~the toability ~~complete~~of ~~our~~such ~~initial~~individuals ~~business~~to ~~combination~~remain ~~within~~with 24us ~~months (or~~after ~~30 months, as applicable) from~~ the ~~closing~~completion of our initial ~~public~~business ~~offering~~combination ~~for~~will ~~any~~not ~~reason,~~be ~~compliance~~the ~~with~~determining ~~Delaware~~factor ~~law~~in ~~may~~our ~~require~~decision ~~that~~as ~~we submit a plan of dissolution~~ to ~~our~~whether ~~then-existing~~or ~~stockholders~~not ~~for~~we ~~approval~~will ~~prior~~proceed towith ~~the~~any ~~distribution~~potential ~~of the~~initial ~~proceeds~~business ~~held~~combination. inThere ~~our~~is ~~trust~~no ~~account.~~certainty, Inhowever, that ~~case,~~any ~~public~~of ~~stockholders~~our ~~may~~key bepersonnel ~~forced~~will toremain ~~wait~~with ~~beyond~~us 24after ~~months (or 30 months, as applicable) from~~ the ~~closing~~completion of our initial ~~public~~business ~~offering~~combination. ~~before~~We ~~they~~cannot ~~receive~~assure ~~funds~~you ~~from~~that ~~our~~any ~~trust~~of ~~account.~~our Inkey ~~no other~~personnel ~~circumstances~~ will aremain ~~public~~in ~~stockholder~~senior ~~have~~management ~~any right~~ or ~~interest~~advisory ofpositions ~~any~~with ~~kind in the trust account~~us. ~~Holders~~The ofdetermination ~~warrants~~as doto ~~not~~whether ~~have~~ any ~~right~~of toour ~~the~~key ~~proceeds~~personnel ~~held~~will inremain ~~the trust account~~ with ~~respect~~us towill ~~the warrants. Accordingly, to liquidate your investment, you may~~ be ~~forced~~made toat ~~sell~~the ~~your~~time ~~public~~of ~~shares~~our orinitial ~~warrants,~~business ~~potentially at a loss~~combination.

~~The~~We ~~NYSE~~may have a limited ability to assess the management of a prospective target business and, as a result, may ~~delist~~affect our ~~securities~~initial ~~from~~business ~~trading~~combination ~~on its~~with ~~exchange,~~a ~~which~~target ~~could~~business ~~limit~~whose ~~investors’~~management ~~ability~~may not have the skills, qualifications or abilities to ~~make~~manage ~~transactions~~a public company, which could, in ~~our~~turn, ~~securities~~negatively ~~and~~impact ~~subject~~the usvalue toof ~~additional~~our ~~trading~~stockholders’ ~~restrictions~~investment in us.

~~Our units~~When ~~are~~evaluating ~~listed on~~ the ~~NYSE.~~desirability ~~Following the date the shares~~ of ~~our~~effecting ~~Class A common stock and warrants are eligible to trade separately, we anticipate that the shares of~~ our ~~Class A common stock and warrants will be listed separately on the NYSE. Although after giving effect to our~~ initial ~~public~~business ~~offering~~combination wewith ~~expect to continue to meet, on~~ a ~~pro~~prospective ~~forma~~target ~~basis~~business, ~~the~~our ~~minimum~~ability ~~initial~~to ~~listing~~assess ~~standards set forth in~~ the ~~NYSE~~target ~~listing~~business’s ~~standards,~~management wemay ~~cannot assure you that our securities will~~ be~~, or~~ ~~will~~limited ~~continue~~due to ~~be,~~a ~~listed~~lack onof ~~the~~time, ~~NYSE~~resources ~~in the future~~ or ~~prior to our initial business combination~~information. InOur ~~order~~assessment toof ~~continue~~the ~~listing~~capabilities ~~our~~of ~~securities on~~ the ~~NYSE~~target’s ~~prior to our initial business combination~~management, ~~we must maintain certain financial~~therefore, ~~distribution~~ ~~and~~may ~~stock~~prove ~~price~~to ~~levels.~~be ~~Generally,~~incorrect ~~we must maintain a minimum amount in stockholders’ equity (generally $2,500,000)~~ and asuch ~~minimum~~management ~~number~~may oflack ~~holders~~the ~~of our securities (generally 300 public holders). Additionally~~skills, inqualifications ~~connection~~or ~~with our~~abilities ~~initial business combination,~~ we ~~will~~suspected. beShould ~~required to demonstrate compliance with~~ the ~~NYSE~~target’s ~~initial~~management ~~listing~~not ~~requirements,~~possess ~~which are more rigorous than~~ the ~~NYSE’s continued listing requirements~~skills, inqualifications ~~order~~or toabilities ~~continue~~necessary to ~~maintain~~manage ~~the listing~~a ofpublic ~~our~~company, ~~securities on~~ the ~~NYSE.~~operations ~~For~~and ~~instance,~~profitability ~~our~~of ~~stock~~the ~~price~~post-combination ~~would~~business ~~generally~~may be ~~required~~negatively ~~to be at least $4~~impacted.00 ~~per share~~Accordingly, ~~our~~any ~~stockholders’~~securityholders ~~equity~~who ~~would~~choose ~~generally be required~~ to beremain atsecurityholders ~~least~~following ~~$5.0 million~~the ~~and~~initial webusiness ~~would~~could besuffer ~~required to have~~ a ~~minimum~~reduction ofin ~~300~~the ~~round~~value ~~lot holders~~ of ~~our~~their securities. WeSuch ~~cannot~~stockholders ~~assure~~are ~~you~~unlikely ~~that we will be able~~ to ~~meet~~have ~~those~~a ~~initial~~remedy ~~listing~~for ~~requirements~~such atreduction ~~that~~in ~~time~~value.

51Our directors and officers allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

~~Table~~Our directors and officers are not required to, and do not, commit their full time to our affairs, which may result in a conflict of ~~Contents~~interest in allocating their time between our operations and our search for our initial business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers or board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

IfCertain ~~the~~of ~~NYSE~~our ~~delists~~directors ~~any~~and officers are now, and all of ~~our~~them ~~securities~~may ~~from~~in ~~trading~~the onfuture ~~its~~become, ~~exchange~~affiliated ~~and~~with weentities ~~are~~engaged ~~not~~in ~~able~~business activities similar to ~~list~~those ~~our securities~~intended onto ~~another~~be ~~national~~conducted ~~securities~~by ~~exchange~~us and, weaccordingly, ~~expect~~may ~~such~~have ~~securities~~conflicts ~~could~~of beinterest ~~quoted~~in onallocating ~~an over-the-counter market.~~their Iftime ~~this~~and ~~were~~determining to ~~occur,~~which weentity ~~could face~~a ~~significant~~particular ~~material~~business ~~adverse~~opportunity ~~consequences,~~should ~~including:~~be presented.

•Until awe ~~limited~~consummate ~~availability~~our initial business combination, we intend to engage in the business of ~~market~~identifying ~~quotations~~and ~~for~~combining with one or more businesses. Our sponsor, directors and officers are, and may in the future become, affiliated with entities that are engaged in a similar business, although each of our directors and officers has agreed not to become a director or officer of any other special purpose acquisition company with a class of securities; registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months (or 30 months, as applicable) after the closing of our initial public offering.

Our directors and officers currently have, and any of them in the future may have, additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, including, without limitation, funds managed or advised by Mason Capital or MRC Industrial Partners or their respective affiliates, subject to their fiduciary duties. If any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has

~~• reduced liquidity for our securities;~~pre-existing

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

•45 a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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

•Our adirectors ~~decreased~~and ~~ability~~officers also may become aware of business opportunities which may be necessary or appropriate for presentation to ~~issue~~other ~~additional~~entities ~~securities~~to which they owe certain fiduciary or ~~obtain~~contractual ~~additional~~duties. ~~financing~~Any inpresentation ~~the~~of ~~future~~such opportunities to such other entities may present additional conflicts.

~~The National Securities Markets Improvement Act of 1996~~Accordingly, ~~which~~our isdirectors aand ~~federal~~officers ~~statute,~~may ~~prevents~~have orconflicts ~~preempts~~of ~~the~~interest ~~states~~in ~~from~~determining ~~regulating the~~to ~~sale~~which ofentity ~~certain~~a ~~securities,~~particular ~~which~~business ~~are~~opportunity ~~referred~~should tobe ~~as “covered securities~~presented.” ~~Because~~These weconflicts ~~expect~~may ~~that~~not ~~our~~be ~~units~~resolved ~~and~~in ~~eventually~~ our ~~Class A~~favor ~~common stock~~ and ~~warrants~~a ~~will~~potential betarget ~~listed~~business onmay ~~the~~be ~~NYSE,~~presented ~~our~~to ~~units,~~another ~~Class A~~entity ~~common~~prior ~~stock~~to ~~and warrants~~its ~~will~~presentation beto ~~covered securities~~us. ~~Although~~Our ~~the~~amended ~~states~~and ~~are~~restated ~~preempted~~certificate ~~from~~of ~~regulating~~incorporation ~~the~~provides ~~sale~~that ofwe renounce our ~~securities,~~interest ~~the~~in ~~federal~~any ~~statute~~corporate ~~does~~opportunity ~~allow~~offered ~~the states~~ to ~~investigate~~any ~~companies~~director ifor ~~there~~officer isunless asuch ~~suspicion~~opportunity ofis ~~fraud,~~expressly ~~and,~~offered ifto ~~there~~such isperson asolely ~~finding~~in ~~of fraudulent~~his ~~activity,~~or ~~then~~her ~~the~~capacity ~~states~~as ~~can~~a ~~regulate~~director or ~~bar~~officer ~~the sale~~ of ~~covered~~our ~~securities~~company inand asuch ~~particular~~opportunity ~~case.~~is ~~While~~one we are ~~not~~legally ~~aware~~and ofcontractually apermitted ~~state having used these powers~~ to ~~prohibit~~undertake orand ~~restrict~~would ~~the~~otherwise ~~sale~~be ofreasonable ~~securities~~for ~~issued~~us byto ~~blank check companies~~pursue, ~~other~~ ~~than the State of Idaho, certain state securities regulators view blank check companies unfavorably~~ and ~~might use these powers, or threaten~~ to ~~use these powers, to hinder~~ the ~~sale~~extent ~~of securities of blank check companies in their states. Further, if we were no longer listed on~~ the ~~NYSE,~~director ~~our~~or ~~securities~~officer ~~would~~is ~~not~~permitted beto ~~covered~~refer ~~securities~~that ~~and~~opportunity ~~we would be subject~~ to ~~regulation~~us inwithout ~~each~~violating ~~state~~another inlegal ~~which we offer our securities, including in connection with our initial business combination~~obligation.

WeOur ~~are not registering the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time~~officers, ~~and such registration may not be in place when an investor desires to exercise warrants~~directors, ~~thus~~security ~~precluding~~holders ~~such~~and ~~investor~~their ~~from~~respective ~~being~~affiliates ~~able~~may tohave ~~exercise~~competitive ~~its~~pecuniary ~~warrants~~interests ~~except~~that onconflict awith ~~cashless~~our ~~basis~~interests. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

We ~~are~~have not ~~registering~~adopted ~~the~~a ~~shares~~policy ~~of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed~~ that asexpressly ~~soon~~prohibits asour ~~practicable~~directors, ~~but in no event later than 15 business days after the closing of our initial business combination~~officers, wesecurity ~~will~~holders ~~use~~or ~~our~~affiliates ~~best~~from ~~efforts~~having ~~to file with the SEC~~ a ~~registration~~direct ~~statement~~or ~~for~~indirect ~~the~~pecuniary ~~registration~~or ~~under~~financial ~~the~~interest ~~Securities~~in ~~Act~~any ofinvestment ~~the shares of Class A common stock issuable upon exercise of the warrants and thereafter will use our best efforts~~ to ~~cause~~be ~~the~~acquired ~~same~~or todisposed ~~become effective within 60 business days following our initial business combination, and to maintain a current prospectus relating to the Class A common stock issuable upon exercise~~ of ~~the~~by ~~warrants,~~us ~~until~~or ~~the expiration of the warrants~~ in ~~accordance~~any ~~with~~transaction ~~the provisions of the warrant agreement. We cannot assure you that we will be able~~ to ~~do so if, for example, any facts or events arise~~ which ~~represent~~we ~~a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein~~ are ~~not~~a ~~current~~party or ~~correct~~have oran ~~the SEC issues a stop order~~interest. IfIn ~~the shares issuable upon exercise of the warrants are not registered under the Securities Act~~fact, we ~~will~~may beenter ~~required~~into toour ~~permit holders~~initial tobusiness ~~exercise~~combination ~~their~~with ~~warrants on~~ a ~~cashless~~target ~~basis.~~business ~~However,~~that nois ~~warrant~~affiliated ~~will~~with beour ~~exercisable for cash or on a cashless basis~~sponsor, ~~and~~our wedirectors ~~will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered~~ or ~~qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available~~officers. ~~Notwithstanding~~We ~~the~~do ~~above, if our Class A common stock is at the time of any exercise of a warrant~~ not ~~listed~~have on a ~~national~~policy ~~securities exchange such~~ that itexpressly ~~satisfies~~prohibits ~~the~~any ~~definition~~such ofpersons afrom ~~“covered~~engaging ~~security”~~for ~~under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise~~ their ~~warrants~~own toaccount ~~do so on a “cashless basis”~~ in ~~accordance~~business ~~with~~activities ~~Section 3(a)(9)~~ of the ~~Securities~~types ~~Act~~conducted ~~and,~~by inus. ~~the event we so elect~~Accordingly, wesuch ~~will~~persons ~~not be required to file~~ or ~~maintain~~entities inmay ~~effect~~have a ~~registration statement,~~conflict ~~and~~between intheir ~~the~~interests ~~event~~and ~~we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available~~ours. ~~In no event will we be required to~~

52In particular, Mason Capital and MRC Industrial Partners and their respective affiliates have invested in diverse industries. As a result, there may be substantial overlap between companies that would be a suitable business combination for us and companies that would make an attractive target for such other affiliates.

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

~~net~~We ~~cash~~have ~~settle~~agreed ~~any~~to ~~warrant,~~indemnify orour ~~issue~~directors ~~securities~~and orofficers ~~other compensation in exchange for the warrants in the event that we are unable~~ to ~~register or qualify~~ the ~~shares~~fullest ~~underlying~~extent ~~the~~permitted ~~warrants~~by ~~under applicable~~law. ~~state~~However, ~~securities~~our ~~laws~~directors and ~~there~~officers ishave noagreed ~~applicable~~to ~~exemption~~waive ~~available.~~any Ifright, ~~the~~title, ~~issuance~~interest ofor ~~the~~claim ~~shares upon exercise~~ of ~~the~~any ~~warrants~~kind isin ~~not so registered~~ or ~~qualified~~to orany ~~exempt~~monies ~~from~~in ~~registration or qualification,~~ the ~~holder~~trust ofaccount ~~such~~and ~~warrant shall~~to not beseek ~~entitled~~recourse toagainst ~~exercise~~the ~~such~~trust ~~warrant~~account ~~and~~for ~~such~~any ~~warrant~~reason ~~may have no value and expire worthless~~whatsoever. ~~In such event~~Accordingly, ~~holders~~any ~~who~~indemnification ~~acquired~~provided ~~their warrants as part of a purchase of units~~ will ~~have~~be ~~paid~~able ~~the~~to ~~full~~be ~~unit~~satisfied ~~purchase price solely for the shares of Class A common stock included in the units. If and when the warrants become redeemable~~ by us, weonly ~~may not exercise our redemption right~~ if ~~the~~(i) we ~~issuance~~have ofsufficient ~~shares~~funds ofoutside ~~common stock upon exercise~~ of the ~~warrants~~trust isaccount, ~~not exempt from registration~~ or ~~qualification~~(ii) we ~~under~~consummate ~~applicable~~our ~~blue~~initial ~~sky~~business ~~laws~~combination. orOur weobligations ~~are~~to ~~unable~~indemnify toour ~~effect~~directors ~~such~~and ~~registration~~officers ormay ~~qualification~~discourage ~~under~~stockholders ~~applicable~~from ~~state~~bringing ~~blue~~a ~~sky~~lawsuit ~~laws~~against orour wedirectors ~~are~~and ~~unable~~officers tofor ~~effect~~breach ~~such~~of ~~registration~~their orfiduciary ~~qualification~~duties. WeThese ~~will~~provisions ~~use~~may ~~our~~also ~~best efforts~~have tothe ~~register~~effect ~~or qualify such shares~~ of ~~common~~reducing ~~stock under~~ the ~~blue~~likelihood ~~sky~~of ~~laws~~derivative oflitigation ~~the~~against ~~state~~our ofdirectors ~~residence~~and inofficers ~~those~~even ~~states~~though insuch ~~which~~an ~~the~~action, ~~warrants~~if ~~were~~successful, ~~offered~~might byotherwise benefit us inand our ~~initial public offering~~stockholders. ~~However~~Furthermore, ~~there~~a stockholder’s investment may be ~~instances~~adversely inaffected ~~which~~to ~~holders~~the ~~of our~~extent ~~public~~that ~~shares~~we may beincur ~~unable~~the tocosts ~~exercise~~of ~~such~~settlement ~~public~~and ~~warrants~~damage ~~but~~awards ~~holders~~against of our ~~private~~directors ~~warrants~~and ~~may~~officers bepursuant ~~able~~ to ~~exercise~~these ~~such~~indemnification ~~private warrants~~provisions.

~~If you~~Risks ~~exercise~~Relating ~~your public warrants on a “cashless basis,” you will receive fewer shares of Class A common stock from such exercise than if you were~~ to ~~exercise~~Our ~~such~~Securities ~~warrants for cash.~~

~~There~~We ~~are~~have ~~circumstances~~identified ~~in which the exercise of the public warrants may be required or permitted to be made on~~ a ~~cashless~~material ~~basis.~~weakness ~~First,~~in ~~if a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of~~ our ~~initial~~internal ~~business~~control ~~combination,~~over ~~warrantholders~~financial ~~may, until such time as there is an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption~~reporting. ~~Second,~~This ifmaterial ~~our~~weakness ~~Class A~~could ~~common~~continue stock is at any time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to doadversely soaffect on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our ~~best~~ability ~~efforts~~ to ~~register~~report ~~or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Third, if we call the public warrants for redemption when the price per share of~~ our ~~Class A~~results ~~common stock equals or exceeds $18.00, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In the event~~ of anoperations exercise on a cashless basis, a holder 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 difference between the exercise price of the warrants and ~~the~~financial ~~“fair~~condition ~~market~~accurately value” (as defined below) by (y) the fair market value. The “fair market value” is the average reported last sale price of the 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. Fourth, if we call our public warrants for redemption when the price per share of our Class A common stock equals or exceeds $10.00, holders who exercise their warrants will receive a number of shares determined based on the volume-weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and ~~the~~in ~~number of months that the corresponding redemption date precedes the expiration date of the warrants. As~~ a ~~result,~~timely ~~you would receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash~~manner.

~~The~~Our ~~grant~~management ofis ~~registration~~responsible ~~rights~~for establishing and maintaining adequate internal control over financial reporting designed to ~~our~~provide ~~initial~~reasonable ~~stockholders~~assurance regarding the reliability of financial reporting and ~~holders~~the preparation of ~~our~~financial ~~forward~~statements ~~purchase~~for ~~securities~~external ~~may~~purposes ~~make~~in itaccordance ~~more~~with ~~difficult~~GAAP. Our management is likewise required, on a quarterly basis, to ~~complete~~evaluate the effectiveness of our ~~initial~~ ~~business~~internal ~~combination,~~controls and ~~the~~to ~~future~~disclose ~~exercise~~any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such ~~rights~~that ~~may~~there ~~adversely~~is ~~affect~~a ~~the~~reasonable ~~market~~possibility ~~price~~that a material misstatement of our ~~Class A~~annual ~~common~~or ~~stock~~interim financial statements will not be prevented or detected on a timely basis.

~~Pursuant to~~46 an agreement that was entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial stockholders and their permitted transferees can demand that we register the shares of Class A common stock into which founder shares are convertible, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the shares of Class A common stock issuable upon exercise of the private placement warrants, holders of our forward purchase securities and their permitted transferees can demand that we register the forward purchase shares and the forward purchase warrants (and the underlying Class A common stock), holders of warrants that may be issued upon conversion of

53Table of Contents

~~Table~~As described elsewhere in this Annual Report, we identified a material weakness in our internal control over financial reporting related to the accounting for our Class A common stock subject to possible redemption at the closing of ~~Contents~~our initial public offering, the forward purchase agreement and warrants issued by the Company. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021.

~~working~~To ~~capital~~respond ~~loans~~to ~~can~~this ~~demand~~material ~~that~~weakness, we ~~register~~have ~~such warrants or the Class A common stock issuable upon exercise of such warrants~~devoted, and ~~all~~plan ~~of the foregoing holders can demand that we register any of our other equity securities that they may hold from time~~ to ~~time.~~continue ~~In addition, pursuant~~ to ~~the forward purchase agreement~~devote, wesignificant ~~will~~effort ~~agree~~and ~~that~~resources ~~we will use our commercially reasonable efforts~~ to ~~(i) within 30 days after~~ the ~~closing~~ ofremediation ~~the~~and ~~initial~~improvement ~~business combination, file a registration statement with the SEC for a secondary offering~~ of ~~(A) the~~our ~~forward~~internal ~~purchase~~control ~~shares,~~over ~~(B) the~~financial ~~Class A~~reporting. ~~common~~While ~~stock~~we ~~issuable~~have ~~upon~~processes ~~exercise~~to ofidentify ~~the forward purchase warrants~~ and ~~(C) any~~appropriately ~~other~~apply ~~Class A~~applicable ~~common~~accounting ~~stock acquired by the Sponsor~~requirements, ~~including any acquisitions after~~ we ~~complete~~plan ~~our~~to ~~initial~~enhance ~~business~~these ~~combination,~~processes ~~(ii) cause such registration statement~~ to bebetter ~~declared~~evaluate ~~effective~~our ~~promptly~~research ~~thereafter,~~and ~~but~~understanding ~~in no~~of ~~event later than 90 days after~~ the ~~closing~~nuances of the ~~initial~~complex ~~business~~accounting ~~combination~~standards ~~and~~that ~~(iii) maintain~~apply ~~the effectiveness of such registration statement and~~ to ~~ensure~~our ~~the~~financial ~~registration~~statements. ~~statement~~Our ~~does~~plans ~~not~~at ~~contain~~this atime ~~material~~include ~~omission~~improving orour ~~misstatement, including~~review byprocess ~~way~~for ofcomplex ~~amendment or other update, as required, until the earlier of (A) the date on which the Sponsor ceases to hold the~~ securities ~~covered thereby~~ and ~~(B) the~~increased ~~date~~communication ~~all~~among ofour ~~the~~personnel ~~securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act~~ and ~~without~~third-party ~~the~~professionals ~~requirement to be in compliance~~ with ~~Rule~~whom ~~144(c)(1)~~we ~~under~~consult ~~the~~regarding ~~Securities~~complex ~~Act,~~accounting ~~subject to certain conditions and limitations set forth in the forward purchase agreement~~applications. ~~Assuming~~The ~~the~~elements ~~founder shares convert on a one-for-one basis, no warrants are issued upon conversion~~ of ~~working~~our ~~capital~~remediation ~~loans,~~plan ~~and~~can noonly ~~forward~~be ~~purchase securities~~accomplished ~~are~~over ~~issued~~time, ~~an aggregate of up to 12,500,000 shares of Class A common stock~~ and upwe tocan ~~8,813,334~~offer ~~warrants~~no ~~are~~assurance ~~subject~~that ~~to registration under~~ these ~~agreements.~~initiatives We will ~~bear~~ultimately have the ~~cost~~intended ~~of registering these securities~~effects. ~~The~~For ~~registration~~a ~~and availability~~discussion of ~~such~~management’s aconsideration ~~significant number~~ of ~~securities for trading in~~ the ~~public~~material ~~market~~weakness ~~may~~identified ~~have~~related anto ~~adverse~~our ~~effect~~accounting onfor ~~the market price of~~ our Class A common stock. Insubject ~~addition, the existence of the registration rights may make our initial business combination more costly or difficult~~ to ~~conclude.~~possible ~~This~~redemption, isforward ~~because~~purchase ~~the~~agreement ~~stockholders~~and ofwarrants, ~~the~~see ~~target~~Managements’ ~~business~~Report ~~may~~on ~~increase~~Internal ~~the~~Controls ~~equity~~Over ~~stake~~Financial ~~they~~Reporting ~~seek~~included in ~~the~~Part ~~combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the securities owned by our initial stockholders~~II, ~~holders~~Item of9A: ~~our~~Controls ~~forward~~and ~~purchase~~Procedures ~~securities~~included orin ~~holders~~this ofAnnual ~~working capital loans or their respective permitted transferees are registered~~Report.

WeYou ~~may~~do ~~amend~~not ~~the~~have ~~terms~~any ofrights ~~the~~or ~~warrants~~interests in afunds ~~manner~~from ~~that may be adverse to holders of public warrants with~~ the ~~approval~~trust byaccount, ~~the~~except ~~holders~~under ~~of at~~certain ~~least~~limited ~~50% of the then outstanding public warrants~~circumstances. AsTo aliquidate ~~result, the exercise price of~~ your ~~warrants~~investment, ~~could be increased~~therefore, ~~the~~you ~~exercise~~may ~~period could~~ be ~~shortened~~forced ~~and~~to ~~the~~sell ~~number~~your ofpublic shares ofor ~~our~~warrants, ~~Class A~~potentially ~~common~~at ~~stock purchasable upon exercise of~~ a ~~warrant could be decreased, all without your approval~~loss.

Our public stockholders are entitled to receive funds from the trust account only upon the earliest to occur of: (i) the completion of our initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitation described herein, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering or (B) with respect to any other provision relating to stockholders’ rights or

Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant. pre-initial

business combination activity, and (iii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering, subject to applicable law and as further described herein. In addition, if we are unable to complete our initial business combination within 24 months (or 30 months, as applicable) from the closing of our initial public offering for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond 24 months (or 30 months, as applicable) from the closing of our initial public offering before they receive funds from our trust account. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants do not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

WeThe NYSE may ~~redeem~~delist ~~your~~our ~~unexpired~~securities ~~warrants~~from ~~prior~~trading toon ~~their~~its ~~exercise~~exchange, atwhich acould ~~time~~limit ~~that~~investors’ ~~is disadvantageous~~ability to ~~you,~~make ~~thereby~~transactions ~~making~~in ~~your~~our ~~warrants~~securities ~~worthless~~and subject us to additional trading restrictions.

WeOur ~~have~~units ~~the~~are ~~ability~~listed toon ~~redeem~~the ~~outstanding~~NYSE. ~~warrants~~There atcan ~~any~~be ~~time~~no ~~after~~assurance ~~they~~that ~~become exercisable~~our ~~and~~securities ~~prior~~will continue to ~~their~~be ~~expiration,~~listed aton athe ~~price~~NYSE ofor ~~$0.01~~other ~~per~~national ~~warrant,~~securities ~~provided~~exchange ~~that~~in the ~~last~~future ~~reported~~or ~~sales~~prior ~~price~~to of our ~~Class A~~initial ~~common~~business ~~stock equals or exceeds $18~~combination.00 ~~per~~In ~~share~~order ~~(as~~to ~~adjusted~~continue ~~for~~listing ~~stock~~our ~~splits,~~securities ~~stock~~on ~~dividends, reorganizations, recapitalizations and~~ the ~~like)~~NYSE ~~for~~prior ~~any~~to 20our ~~trading~~initial ~~days~~business ~~within~~combination, awe ~~30 trading-day period~~must ~~ending~~maintain oncertain ~~the~~financial, ~~third~~distribution ~~trading~~and ~~day~~stock ~~prior~~price tolevels. ~~the~~Generally, ~~date~~we onmust ~~which~~maintain wea ~~give~~minimum ~~proper~~amount ~~notice~~in ofstockholders’ ~~such redemption~~equity and ~~provided~~a ~~certain~~minimum ~~other~~number ~~conditions~~of ~~are~~holders ~~met.~~of Ifour ~~and~~securities. ~~when~~Additionally, ~~the~~in ~~warrants~~connection ~~become~~with ~~redeemable~~our byinitial usbusiness combination, we ~~may~~will ~~not~~be ~~exercise~~required ~~our~~to ~~redemption~~demonstrate ~~right~~compliance ifwith the ~~issuance~~NYSE’s ofor ~~shares~~another ofnational ~~common~~securities ~~stock~~exchange’s ~~upon~~initial ~~exercise~~listing ofrequirements, ~~the~~which ~~warrants~~are ismore ~~not~~rigorous ~~exempt~~than ~~from registration~~the orNYSE’s ~~qualification~~continued ~~under~~listing ~~applicable~~requirements, ~~state~~in ~~blue~~order ~~sky~~to ~~laws~~continue ~~or we are unable~~ to ~~effect~~maintain ~~such~~the ~~registration~~listing orof ~~qualification. We will use~~ our ~~best~~securities ~~efforts~~on tothe ~~register~~NYSE or ~~qualify~~other ~~such~~national ~~shares~~securities ofexchange. ~~common~~For ~~stock~~instance, ~~under~~our ~~the~~stock ~~blue~~price ~~sky~~would ~~laws~~generally ofbe ~~the~~required ~~state~~to ~~of residence~~be inat ~~those~~least ~~states~~$4.00 inper ~~which~~share. ~~the~~There ~~warrants~~can ~~were~~be ~~offered~~no byassurance usthat inwe ~~our~~will ~~initial~~be ~~public~~able ~~offering.~~to ~~Redemption~~meet ofthose ~~the~~initial ~~outstanding~~listing ~~warrants~~requirements ~~could~~at ~~force~~that ~~you~~time. ~~(i) to~~

5447

Table of Contents

If the NYSE delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an

~~exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then~~over-~~current market price when you might otherwise wish to hold your warrants or (iii) to accept~~ the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees. -counter

market. If this were to occur, we could face significant material adverse consequences, including:

In• ~~addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at~~ a ~~price~~limited ofavailability $0.10 per warrant if, among other things, the reference value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of ~~shares of Class A common stock determined based on the redemption date and the fair~~ market ~~value~~quotations offor our Class A common stock. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of shares received is capped at 0.3611 shares of Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants. securities;

~~Our~~• ~~warrants~~reduced ~~and~~liquidity ~~founder~~for ~~shares may have an adverse effect on the market price of~~ our ~~Class A common stock and make it more difficult to effectuate our initial business combination.~~ securities;

We• ~~issued~~a ~~warrants~~determination ~~to purchase~~that ~~16,666,667 shares of~~ our Class A common stock asis ~~part~~a of“penny ~~the~~stock” ~~units~~which ~~offering~~will inrequire ~~our~~brokers ~~initial~~trading ~~public~~in ~~offering and, simultaneously with the closing of~~ our ~~initial public offering, we issued in a private placement warrants to purchase 8,813,334 shares of~~ Class A common stock atto ~~$11.50~~adhere ~~per share, subject~~ to ~~adjustment~~more asstringent ~~provided~~rules ~~herein.~~and ~~Our~~possibly ~~initial~~result ~~stockholders~~in ~~currently~~a ~~own~~reduced ~~12,500,000 founder~~level ~~shares. The founder shares are convertible into shares~~ of ~~Class A~~trading ~~common stock~~activity onin ~~a one-for-one basis, subject to adjustment as set forth herein. We may also issue up to 2,666,667 forward purchase warrants pursuant to~~ the ~~forward purchase~~secondary ~~agreement.~~trading Inmarket ~~addition,~~for if our sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. securities;

To• ~~the extent we issue shares of Class A common stock to effectuate our initial business combination, the potential for the issuance of~~ a ~~substantial~~limited ~~number~~amount of ~~additional~~news ~~shares of Class A common stock upon exercise of these warrants~~ and ~~conversion~~analyst ~~rights~~coverage; ~~could make us a less attractive business combination vehicle to a target business. Any such issuance will increase the number of issued~~ and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock issued to complete our initial business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate our initial business combination or increase the cost of acquiring the target business.

~~The~~• ~~private~~a ~~placement~~decreased ~~warrants~~ability ~~are identical~~ to ~~the~~issue ~~warrants~~additional ~~sold~~securities

Filing Compare · Mason Industrial Technology, Inc.