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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

FORM

~~(Mark One)~~ 10-K

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

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

OrFor the fiscal year ended December 31, 2021

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

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

For the transition period from

Commission File

~~Commission File~~ No. 001-39837

Crucible Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware		85-3052152
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
700 Front St. Ste. 104Louisville, CO 80027		80302
645 Walnut St.Boulder, CO 80302		80302
(Address of Principal Executive Offices)		(Zip Code)

(401)

~~(401)~~ 216-7635

(Registrant’s telephone number, including area code)

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

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	CRU.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	CRU	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	CRU WS	The New York Stock Exchange

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

None

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

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

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

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

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

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

~~Large accelerated filer ☐ Accelerated filer ☐ Non~~12b-~~accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒~~2

of the Exchange Act.

IfLarge anaccelerated ~~emerging~~filer ~~growth~~☐ ~~company,~~Accelerated ~~indicate~~filer by☐ ~~check~~Non-accelerated ~~mark~~filer if☒ ~~the~~Smaller ~~registrant~~reporting ~~has~~company ~~elected~~☒ ~~not~~Emerging togrowth ~~use~~company ~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐~~ ☒

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant has ~~filed~~elected anot ~~report~~to onuse ~~and~~the ~~attestation~~extended totransition ~~its~~period ~~management’s~~for ~~assessment~~complying ofwith ~~the~~any ~~effectiveness~~new ofor ~~its~~revised ~~internal control~~financial ~~over~~accounting ~~financial~~standards ~~reporting~~provided ~~under~~pursuant to Section ~~404~~13(ba) of the ~~Sarbanes-Oxley~~Exchange Act ~~(15 U~~.~~S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.~~ ☐

Indicate by check mark whether the registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Exchange~~ effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)~~: Yes~~) by the registered public accounting firm that prepared or issued its audit report. ~~☒ No~~ ☐

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

As of June 30, 2020 (the last business day of the Registrant’s most recently completed second fiscal quarter), the Registrant’s securities were not publicly traded. The Registrant’s shares of Class A common stock, par value $0.0001 per share, began trading on The New York Stock Exchange separately from its Units (as defined below) on February 25, 2021. The aggregate market value of the Registrant’s shares of Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, at March 29, 2021 was approximately $256,680,000 (based on the closing sales price of the Registrant’s shares of Class A common stock, par value $0.0001 per share, on March 26, 2021 as reported on The New York Stock Exchange). 12b-2

of the Exchange Act): Yes ☒ No ☐

As of ~~March~~June 2930, 2021 (the last business day of the Registrant’s most recently completed second fiscal quarter), ~~there~~the Registrant’s securities were 25not publicly traded. The Registrant’s shares of Class A common stock,~~875~~ par value $0.0001 per share,~~000~~ ~~shares~~began trading on The New York Stock Exchange separately from its Units (as defined below) on February 25, 2021. The aggregate market value of the Registrant’s shares of Class A common stock ~~and~~outstanding, 6other than shares held by persons who may be deemed affiliates of the Registrant,~~468~~ at December 31,~~750~~ ~~shares~~2021 was approximately $252,022,500 (based on the closing sales price of the Registrant’s shares of Class BA common stock, par value $0.0001 per share, ~~issued~~on ~~and~~December 31, ~~outstanding~~2021 as reported on The New York Stock Exchange).

~~Table~~As of ~~Contents~~March 31, 2022, there were 25,875,000 shares of the Registrant’s Class A common stock and 6,468,750 shares of the Registrant’s Class B common stock, par value $0.0001 per share, issued and outstanding.

~~CRUCIBLE~~Table ~~ACQUISITION~~of ~~CORPORATION~~ Contents

~~FORM~~CRUCIBLE ~~10-K~~ACQUISITION ~~FOR~~CORPORATION ~~THE YEAR ENDED DECEMBER 31, 2020~~

FORM

~~TABLE OF CONTENTS~~ 10-K

FOR THE YEAR ENDED DECEMBER 31, 2021

	Page
PART I.		1
Item 1. Business		1
Item 1.A. Risk Factors		5
Item 1.B. Unresolved Staff Comments		35
Item 2. Properties		35
Item 3. Legal Proceedings		36
Item 4. Mine Safety Disclosures		36
PART II.		37
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		37
Item 6. Selected Financial Data		38
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		38
Item 7.A. Quantitative and Qualitative Disclosure About Market Risk		42
Item 8. Financial Statements and Supplementary Data		F-1
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		F-17
Item 9.A. Controls and Procedures		F-17
Item 9.B. Other Information		F-17
PART III.		III-1
Item 10. Directors, Executive Officer and Corporate Governance		III-1
Item 11. Executive Compensation		III-9
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		III-10
Item 13. Certain Relationships and Related Transactions, and Director Independence		III-11
Item 14. Principal Accounting Fees and Services		III-12
PART IV.		IV-1
Item 15. Exhibits, Financial Statement Schedules		IV-1
Item 16. Form 10-K Summary		IV-1

TABLE OF CONTENTS


	Page
PART I.		1
Item 1. Business.		1
Item 1.A. Risk Factors.		5
Item 1.B. Unresolved Staff Comments.		39
Item 2. Properties.		39
Item 3. Legal Proceedings.		39
Item 4. Mine Safety Disclosures.		39
PART II.		40
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		40
Item 6. [Reserved].		41
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		41
Item 7.A. Quantitative and Qualitative Disclosure About Market Risk.		45
Item 8. Financial Statements and Supplementary Data		F-1
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.		F-23
Item 9.A. Controls and Procedures.		F-23
Item 9.B. Other Information.		F-24
Item 9.C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		F-24
PART III.		III-1
Item 10. Directors, Executive Officers and Corporate Governance.		III-1
Item 11. Executive Compensation.		III-8
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		III-9
Item 13. Certain Relationships and Related Transactions, and Director Independence.		III-10
Item 14. Principal Accounting Fees and Services.		III-12
PART IV.		IV-1
Item 15. Exhibits, Financial Statement Schedules.		IV-1
Item 16. Form 10-K Summary.		IV-1

~~Table~~i ~~of Contents~~

~~CAUTIONARY~~Table ~~NOTE~~of ~~REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY~~ Contents

~~This~~CAUTIONARY ~~Annual~~NOTE ~~Report~~REGARDING ~~on Form 10~~FORWARD-KLOOKING ~~contains~~STATEMENTS ~~statements~~AND ~~that~~RISK ~~are~~FACTOR ~~forward-looking~~SUMMARY and as such are not historical facts. This includes, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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.

This Annual Report on Form

~~The forward-looking statements contained in this Annual Report on Form~~ 10-K 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, the following risks, uncertainties and other factors:

contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “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.

The forward-looking statements contained in this Annual Report on Form

~~• our being a company with no operating history and no operating revenues;~~10-K

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, the following risks, uncertainties and other factors:

• our ~~ability~~being toa ~~select~~company anwith ~~appropriate~~no ~~target~~operating ~~business~~history orand ~~businesses~~no operating revenues;

• our ability to ~~complete~~select ~~our~~an ~~initial~~appropriate target business ~~combination~~or businesses;

• our ~~expectations~~ability ~~around~~to ~~the~~complete ~~performance~~our ofinitial ~~a prospective target~~ business ~~or businesses~~combination;

• our expectations ~~and forecasts~~ around the performance ~~and~~of ~~trends~~a ofprospective ~~markets~~target ~~and~~business ~~industries~~or businesses;

• our ~~success~~expectations inand ~~retaining~~forecasts oraround ~~recruiting,~~the orperformance ~~changes~~and ~~required~~trends ~~in,~~of ~~our~~markets ~~officers,~~and ~~key employees or directors following our initial business combination~~industries;

• our ~~directors~~success ~~and~~in ~~officers~~retaining ~~allocating~~or ~~their~~recruiting, ~~time~~or tochanges ~~other~~required ~~businesses~~in, ~~and~~our ~~potentially~~officers, ~~having~~key ~~conflicts~~employees ~~of interest with our business~~ or indirectors ~~approving~~following our initial business combination;

• our ~~potential~~directors ~~ability~~and toofficers ~~obtain~~allocating ~~additional~~their ~~financing~~time to ~~complete~~other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

• our ~~pool~~potential ofability ~~prospective~~to ~~target~~obtain ~~businesses~~additional financing to complete our initial business combination;

• our ~~ability~~pool to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of ~~other~~prospective ~~infectious~~target ~~diseases)~~businesses;

• ~~the~~our ability ofto ~~our~~consummate ~~directors~~an ~~and~~initial ~~officers~~business combination due to ~~generate~~the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities, or a ~~number~~significant outbreak of ~~potential~~other ~~business~~infectious ~~combination opportunities~~diseases);

• the ability of our ~~public~~directors ~~securities’~~and officers to generate a number of potential ~~liquidity~~business ~~and~~combination ~~trading~~opportunities;

• ~~the~~our ~~lack~~public ofsecurities’ apotential ~~market~~liquidity ~~for~~and ~~our securities~~trading;

• the ~~use~~lack of ~~proceeds~~a ~~not~~market ~~held~~for inour ~~the Trust Account (as defined below) or available to us from interest income on the Trust Account balance~~securities;

• the use of proceeds not held in the Trust Account ~~not~~(as ~~being~~defined ~~subject~~below) or available to ~~claims~~us offrom ~~third~~interest ~~parties~~income on the Trust Account balance;

ii• the Trust Account not being subject to claims of third parties;

~~Table~~• ofour ~~Contents~~financial performance; and

•ii ~~our financial performance; and~~

•Table ~~the~~of other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the “SEC”).Contents

~~Should~~• ~~one~~the orother ~~more~~risk ofand ~~these risks or~~ uncertainties ~~materialize,~~discussed orin ~~should~~“Item ~~any~~1A. ofRisk ~~our assumptions prove incorrect~~Factors,” ~~actual~~elsewhere ~~results may vary~~ in ~~material~~this ~~respects from~~Annual ~~those~~Report ~~projected~~on inForm ~~these forward~~10-~~looking~~K ~~statements.~~and Wein ~~undertake~~our noother ~~obligation~~filings towith ~~update~~the orSecurities ~~revise~~and ~~any~~Exchange ~~forward-looking~~Commission ~~statements,~~(the ~~whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws~~“SEC”).

~~iii~~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~~iii ~~of Contents~~

~~PART~~Table I.of Contents

References in this Annual Report on Form 10-K (this “Annual Report”) to “we,” “us,” “our” or the “Company” are to Crucible Acquisition Corporation, a blank check company incorporated as a Delaware corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Foundry Crucible PART I~~, LLC, a Delaware limited liability company~~. ~~References to our “initial stockholders” refer to our Sponsor and each of our independent directors.~~

References in this Annual Report on Form

~~Item 1. Business.~~10-K

(this “Annual Report”) to “we,” “us,” “our” or the “Company” are to Crucible Acquisition Corporation, a blank check company incorporated as a Delaware corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Foundry Crucible I, LLC, a Delaware limited liability company. References to our “initial stockholders” refer to our Sponsor and each of our independent directors.

~~Overview~~Item 1. Business.

~~Crucible~~Overview Acquisition Corporation is a blank check company incorporated on September 16, 2020 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While we may pursue an initial Business Combination target in any industry or geographic location, we intend to focus our search on target businesses in the software technology industry, prioritizing cloud-based recurring revenue business models. Our sponsor is Foundry Crucible I, LLC, a Delaware limited liability company, which is comprised of Foundry Group Next 2018, L.P., a venture capital fund managed by Foundry Group LLC (“Foundry Group”), and James M. Lejeal, our Chief Executive Officer.

~~Our~~Crucible ~~registration~~Acquisition ~~statement~~Corporation ~~for~~is ~~our~~a ~~initial~~blank ~~public~~check ~~offering~~company ~~(the “Initial~~incorporated ~~Public~~on ~~Offering”)~~September 16, ~~was~~2020 ~~declared~~as ~~effective~~a onDelaware ~~January 4~~corporation for the purpose of effecting a merger, ~~2021.~~capital Onstock ~~January 7~~exchange, ~~2021~~asset acquisition, westock ~~consummated~~purchase, ~~our~~reorganization ~~Initial~~or ~~Public~~similar ~~Offering~~business ofcombination ~~25,875,000~~with ~~units~~one or more businesses (the “~~Units~~Business Combination”). ~~and~~While we may pursue an initial Business Combination target in any industry or geographic location, ~~with~~we ~~respect~~intend to ~~the~~focus ~~Class A~~our ~~common~~search ~~stock included~~on target businesses in the ~~Units~~software ~~being~~technology ~~offered~~industry, ~~the~~prioritizing ~~“Public~~cloud-based ~~Shares”),~~recurring ~~including~~revenue ~~3,375,000~~business ~~additional~~models. ~~Units~~Our tosponsor ~~cover~~is ~~over-allotments~~Foundry ~~(the~~Crucible ~~“Over-Allotment~~I, ~~Units”)~~LLC, ata ~~$10.00~~Delaware ~~per~~limited ~~Unit~~liability company, ~~generating~~which ~~gross~~is ~~proceeds~~comprised of ~~approximately $258~~Foundry Group Next 2018, L.~~8 million~~P., ~~and~~a ~~incurring~~venture ~~offering~~capital ~~costs~~fund ofmanaged ~~approximately~~by ~~$14.7 million,~~Foundry ofGroup ~~which~~LLC ~~approximately~~(“Foundry $9Group”), and James M.~~1 million~~ ~~was~~Lejeal, ~~for~~our ~~deferred~~Chief ~~underwriting~~Executive ~~commissions~~Officer.

~~Simultaneously~~Our ~~with~~registration ~~the~~statement ~~closing~~for ofour initial public offering (the “Initial Public Offering”) was declared effective on January 4, 2021. On January 7, 2021, we consummated ~~the~~our ~~private~~Initial ~~placement~~Public ~~(“Private~~Offering ~~Placement”)~~ of 4 25,~~783~~875,~~333 warrants~~000 units (~~each~~the “Units” and, awith ~~“Private~~respect ~~Placement~~to ~~Warrant”~~the ~~and~~Class A ~~collectively~~common stock included in the Units being offered, the “~~Private~~Public ~~Placement Warrants~~Shares”), atincluding a3,375,000 ~~price~~additional ofUnits to cover over-allotments (the “Over-Allotment Units”), at $110.5000 per ~~Private~~Unit, ~~Placement~~generating ~~Warrant~~gross toproceeds ~~the~~of ~~Sponsor~~approximately $258.8 million, ~~generating~~and ~~proceeds~~incurring offering costs of approximately $14.7 million, of which approximately $9.21 million was for deferred underwriting commissions.

~~Upon~~Simultaneously with the closing of the Initial Public Offering ~~and the Private Placement~~, ~~approximately~~we ~~$258.8 million~~consummated ~~($10.00 per Unit) of~~ the ~~net~~private ~~proceeds~~placement ~~of the Initial Public Offering and certain of the proceeds of the~~ (“Private Placement ~~was~~”) ~~placed in a trust account located in the United~~of ~~States with Continental Stock Transfer~~4,783,333 &warrants ~~Trust Company acting as trustee~~ (~~“Trust Account”)~~each, ~~and invested only in U.S. government treasury bills with~~ a ~~maturity~~“Private ofPlacement ~~185 days~~Warrant” ~~or less or in money market funds investing solely in U.S. Treasuries~~ and ~~meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940~~collectively, ~~as amended (~~the “~~Investment~~Private ~~Company~~Placement ~~Act~~Warrants”), asat ~~determined~~a byprice ~~us, until the earlier~~ of: ~~(i) the~~$1.50 ~~completion~~per ofPrivate aPlacement ~~Business~~Warrant ~~Combination~~to ~~and (ii)~~ the ~~distribution~~Sponsor, ofgenerating ~~the~~proceeds ~~Trust~~of ~~Account~~approximately ~~as described below~~$7.2 million.

Upon the closing of the Initial Public Offering and the Private Placement, approximately $258.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee (“Trust Account”), and invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time we sign an agreement to enter into the initial Business Combination. However, we will complete a Business Combination only if the postRule 2a-Business Combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company 7 under ~~the Investment Company Act.~~

the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

WeOur ~~intend~~management tohas ~~effectuate~~broad ~~our~~discretion ~~initial~~with ~~Business~~respect ~~Combination~~to ~~using~~the ~~cash~~specific ~~from~~application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, ~~our~~although ~~shares,~~substantially ~~debt~~all orof the net proceeds are intended to be applied generally toward consummating a ~~combination~~Business ofCombination. ~~cash,~~There ~~shares~~is ~~and~~no ~~debt~~assurance that we will be able to complete a Business Combination successfully. We ~~have~~must ~~not~~complete ~~engaged~~one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and weexcluding ~~will~~the ~~not~~amount ~~engage~~of any deferred underwriting discount held in, ~~any~~trust) ~~operations~~at ~~until~~the time we sign an agreement to enter into the initial Business Combination. However, we will complete a Business Combination, ~~and~~only weif ~~have~~the ~~not generated~~post-Business ~~any~~Combination ~~operating~~company ~~revenue~~owns toor ~~date.~~acquires We50% ~~will~~or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not ~~generate~~to ~~any~~be ~~operating~~required ~~revenues~~to ~~until~~register ~~after~~as ~~completion~~an ofinvestment company under the Investment Company Act.

1We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt. We have not engaged in, and we will not engage in, any operations until we complete a Business Combination, and we have not generated any operating revenue to date. We will not generate any operating revenues until after completion of

~~Table~~1 ~~of Contents~~

~~our~~Table initial Business Combination, at the earliest. Our entire activity since inception through December 31, 2020 related to our formation, the preparation for the Initial Public Offering, and following the closing of the Initial Public Offering, the search for a prospective initial Business Combination. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting almost entirely of cash. Contents

We ~~will provide the holders of~~ our ~~Public Shares~~initial ~~(the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a~~ Business Combination, ~~either~~at ~~(i) in~~the ~~connection~~earliest. ~~with~~Our aentire ~~stockholder~~activity ~~meeting~~since ~~called~~inception tothrough ~~approve the Business Combination or (ii)~~December by31, ~~means~~2021 ofrelated ~~a tender offer. The decision as~~ to ~~whether~~our ~~we will seek stockholder approval of a Business Combination or conduct a tender offer will be made by us~~formation, ~~solely~~the inpreparation ~~our~~for ~~discretion.~~the ~~The~~Initial Public ~~Stockholders~~Offering, ~~will~~and ~~be entitled~~following tothe ~~redeem~~closing ~~their Public Shares for a pro rata portion~~ of the ~~amount~~Initial ~~then~~Public ~~held~~Offering, in the ~~Trust~~search ~~Account~~for ~~(initially~~a ~~anticipated~~prospective toinitial beBusiness ~~$10~~Combination.00 ~~per~~Based ~~Public~~on ~~Share).~~our ~~The~~business ~~per-share amount~~activities, towe beare ~~distributed~~a ~~to Public~~“shell ~~Stockholders~~company” ~~who~~as ~~redeem~~defined ~~their~~under ~~Public~~the ~~Shares~~Exchange ~~will~~Act ~~not~~of be1934, ~~reduced~~as byamended (the ~~deferred~~“Exchange ~~underwriting~~Act”), ~~commissions~~because ~~the~~we ~~Company~~have ~~will~~no ~~pay~~operations toand ~~the~~nominal ~~underwriters~~assets ofconsisting ~~the~~almost ~~Initial~~entirely ~~Public~~of ~~Offering~~cash.

We will provide the holders of our Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a Business Combination or conduct a tender offer will be made by us, solely in our discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The

If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 7, 2023 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share ~~price, payable in cash, equal to the aggregate~~ amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters of the Initial Public Offering.

~~Effecting a Business Combination~~ per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

~~Our~~Effecting a Business ~~Strategy~~ Combination

WeOur ~~intend to complete an initial~~ Business ~~Combination~~Strategy where we have the opportunity to present our differentiated abilities, experience and network to our initial Business Combination partner. We intend to select a mature management team, led by a world-class chief executive officer, with the drive and ability to deliver long-term value for our stockholders. We believe talent is a differentiating factor and will seek to form a partnership with a high-quality executive team that is prepared for the responsibilities associated with becoming a public operating company.

We ~~believe~~intend ~~that~~to ~~our~~complete ~~Sponsor,~~an ~~directors~~initial ~~and~~Business ~~management~~Combination ~~team~~where ~~possess~~we have the ~~experience,~~opportunity ~~network, relationships and market acumen~~ to ~~help~~present aour ~~newly~~differentiated ~~public company grow~~abilities, ~~thrive,~~experience and ~~deliver~~network ~~stockholder~~to ~~value~~our ~~through~~initial ~~success~~Business inCombination ~~their respective market~~partner. We ~~believe~~intend ~~that~~to ~~our~~select a mature management team’s, ~~and~~led ~~directors’~~by ~~deep~~a ~~operational~~world-class ~~experience~~chief executive officer, ~~product~~with ~~strategy~~the drive and ~~experience~~ability asto ~~investors,~~deliver ~~advisors~~long-term ~~and~~value ~~directors~~ for ~~high-growth~~our ~~technology~~stockholders. ~~companies~~We ~~differentiates~~believe ustalent ~~and~~is ~~makes~~a usdifferentiating afactor ~~partner~~and ofwill ~~choice~~seek ~~for~~to anform ~~emerging,~~a partnership with a high-quality ~~initial~~executive ~~Business~~team ~~Combination~~that ~~partner~~is prepared for the responsibilities associated with becoming a public operating company.

We believe that our Sponsor, directors and management team possess the experience, network, relationships and market acumen to help a newly public company grow, thrive, and deliver stockholder value through success in their respective market. We believe that our management team’s and directors’ deep operational experience, product strategy and experience as investors, advisors and directors for high-growth technology companies differentiates us and makes us a partner of choice for an emerging, high-quality initial Business Combination ~~Criteria~~partner.

~~While we may decide to enter into an initial~~ Business Combination ~~with~~Criteria ~~a business that does not meet the following criteria, we intend to seek a combination with a business:~~

•While inwe ~~the~~may ~~software~~decide ~~technology~~to ~~sector,~~enter ~~including,~~into ~~but~~an ~~not~~initial ~~limited~~Business ~~to,~~Combination ~~business-to-business~~with ora business~~-to-consumer~~ ~~applications,~~that ~~infrastructure~~does ~~software,~~not ~~vertical~~meet ~~software,~~the ~~marketplaces~~following criteria, ~~payments~~we ~~and~~intend ~~ecommerce;~~to seek a combination with a business:

• ~~that~~in ~~leverages~~ the ~~elasticity~~software ~~and~~technology ~~scalability~~sector, ofincluding, ~~modern~~but ~~cloud-~~not limited to, ~~microservices~~business-to-business ~~and~~or ~~container~~business-~~based~~to-consumer ~~architectures~~applications, infrastructure software, vertical software, marketplaces, payments and ecommerce;

• that ~~has~~leverages athe ~~defensible~~elasticity ~~market~~and ~~position~~scalability ~~with~~of ~~demonstrated~~modern ~~advantages~~cloud-, microservices- and ~~powerful~~container-based ~~barriers to entry~~architectures;

2• that has a defensible market position with demonstrated advantages and powerful barriers to entry;

~~Table~~2 ~~of Contents~~

•Table ~~that~~of ~~has implemented a recurring revenue model providing visibility and predictability into future performance;~~Contents

• that ishas ~~led~~implemented by a ~~strong~~recurring ~~and~~revenue ~~visionary~~model ~~management~~providing ~~team~~visibility ~~that recognizes~~ and ~~values~~predictability ainto ~~partnership~~future ~~with us as a unique and differentiated catalyst to take the Company to its next phase of growth~~performance; ~~and~~

• that is ~~connected~~led toby ~~our~~a ~~diverse~~strong and ~~national~~visionary ~~networks~~management ofteam ~~founders,~~that ~~operators,~~recognizes ~~investors~~and values a partnership with us as a unique and ~~advisors.~~differentiated catalyst to take the Company to its next phase of growth; and

~~These~~• criteria are not intended to be exhaustive. Any evaluation related to the merits of a particular initial Business Combination may be based, to the extent relevant, on these generic guidelines as well as other considerations, factors and criteria that ~~our~~is ~~management~~connected ~~deems relevant. In the event that we decide~~ to ~~enter into~~ our ~~initial~~diverse ~~Business Combination with a target that does not meet the above criteria~~ and ~~guidelines,~~national wenetworks ~~will disclose that the target does not meet the above criteria in our stockholder communications related to our initial Business Combination, which would be in the form~~ of ~~proxy materials or tender offer documents~~founders, ~~as applicable~~operators, ~~that~~investors weand ~~would file with the SEC~~advisors.

WeThese ~~anticipate~~criteria ~~offering~~are not intended to be exhaustive. Any evaluation related to the ~~following~~merits ~~benefits~~of a particular initial Business Combination may be based, to the extent relevant, on these generic guidelines as well as other considerations, factors and criteria that our management deems relevant. In the event that we decide to enter into our initial Business Combination ~~partner:~~ with a target that does not meet the above criteria and guidelines, we will disclose that the target does not meet the above criteria in our stockholder communications related to our initial Business Combination, which would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC.

•We ~~partnership~~anticipate ~~with~~offering ~~our~~the ~~management~~following ~~team~~benefits ~~members~~to ~~who~~our ~~have~~initial ~~extensive~~Business ~~and~~Combination ~~proven~~partner: ~~track records of founding, scaling, operating, advising and investing in market-leading companies;~~

• partnership with our management team members who have ~~experience~~extensive and proven track records inof ~~leading~~founding, ~~companies~~scaling, ~~and~~operating, ~~meeting~~advising ~~the~~and ~~standards~~investing ~~required~~in tomarket-leading ~~operate effectively a public company~~companies;

• partnership with our management team’s ~~insights~~members ~~into~~who ~~product~~have ~~development,~~experience ~~go-to-market~~and ~~motions,~~proven ~~product~~track ~~marketing,~~records ~~sales,~~in ~~customer~~leading ~~support~~companies and ~~customer~~meeting ~~success~~the ~~operations~~standards required to operate effectively a public company;

• ~~access~~our tomanagement ~~our~~team’s ~~network~~insights ofinto ~~leading~~product ~~industry~~development, ~~executives~~go-to-market motions, ~~entrepreneurs~~product marketing, sales, customer support and ~~investors~~customer success operations;

• ~~increased~~access ~~company~~to ~~profile~~our ~~and~~network ~~visibility~~of ~~with~~leading ~~customers~~industry ~~and~~executives, ~~preferred~~entrepreneurs ~~vendors~~and investors;

• ~~higher~~increased ~~engagement~~company ~~with~~profile ~~core,~~and ~~relevant,~~visibility ~~fundamental~~with ~~investors~~customers asand ~~anchor~~preferred ~~stockholders than what a traditional initial public offering book-building process generally offers~~vendors;

• ~~lower~~higher ~~risk~~engagement ~~and~~with ~~expedited~~core, ~~path~~relevant, tofundamental investors as anchor stockholders than what a traditional initial public ~~listing~~offering ~~with~~book-building ~~flexible~~process ~~structuring~~generally offers;

• ~~infusion~~lower ofrisk ~~cash~~ and ~~ongoing~~expedited ~~access~~path to a public ~~capital~~listing ~~markets~~with flexible structuring;

• ~~listed~~infusion ~~public~~of ~~currency~~cash ~~for~~and ~~future~~ongoing ~~acquisitions~~access ~~and~~to ~~growth~~public capital markets;

• ~~ability~~listed ~~for~~public ~~management~~currency tofor ~~retain~~future ~~control~~acquisitions and ~~focus on growing the business~~growth; ~~and~~

• ~~opportunity~~ability for management to ~~motivate~~retain control and ~~retain~~focus ~~employees~~on ~~using~~growing ~~stock-based~~the ~~compensation.~~business; and

~~Additional~~• ~~Disclosures~~opportunity to motivate and retain employees using stock-based compensation.

~~Our~~Additional ~~Acquisition~~Disclosures ~~Process~~

InOur ~~evaluating~~Acquisition aProcess prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry.

WeIn ~~are~~evaluating ~~not prohibited from pursuing an initial Business Combination with~~ a ~~business~~prospective ~~that~~target ~~is affiliated with our Sponsor~~business, ~~officers or directors. In the event~~ we ~~seek~~expect to ~~complete~~conduct ~~our~~an ~~initial~~extensive ~~Business~~due ~~Combination~~diligence ~~with~~review awhich ~~business~~may ~~that~~encompass, isas anapplicable ~~affiliate~~and ofamong ~~our~~other ~~Sponsor~~things, ~~officers~~meetings orwith ~~directors,~~incumbent ~~we,~~management ~~or a committee of independent~~ and ~~disinterested directors~~employees, ~~will~~document ~~obtain an opinion from an independent investment banking firm~~reviews, orinterviews ~~from~~of ~~another~~customers ~~independent~~and ~~entity that commonly renders valuation opinions~~suppliers, ~~that~~inspection ~~such~~of ~~initial~~facilities ~~Business~~and ~~Combination~~a isreview ~~fair~~of tofinancial ~~our~~and ~~Company~~other ~~from~~information aabout ~~financial~~the ~~point~~target ofand ~~view~~its industry.

3We are not prohibited from pursuing an initial Business Combination with a business that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our initial Business Combination with a business that is an affiliate of our Sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm, or from another independent entity that commonly renders valuation opinions, that such initial Business Combination is fair to our Company from a financial point of view.

~~Table~~3 ~~of Contents~~

~~Each~~Table of our Sponsor, directors and officers, directly or indirectly, own founder shares and/or Private Placement Warrants following the Initial Public Offering 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. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination. Contents

~~Prior~~Each toof ~~the~~our ~~consummation~~Sponsor, ofdirectors ~~our~~and officers, directly or indirectly, own founder shares and/or Private Placement Warrants following the Initial Public Offering and, weaccordingly, may have ~~not~~a ~~selected~~conflict ~~any Business~~of ~~Combination~~interest in determining whether a particular target ~~and~~business weis ~~have~~an ~~not,~~appropriate ~~nor~~business ~~has~~with ~~anyone~~which onto effectuate our ~~behalf~~initial Business Combination. Further, ~~initiated~~such ~~any~~officers ~~substantive~~and ~~discussions,~~directors ~~directly~~may orhave ~~indirectly,~~a conflict of interest with ~~any~~respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination.

~~Past~~Prior ~~experience~~to orthe ~~performance~~consummation of ~~Foundry Group or~~ our ~~Sponsor,~~Initial ~~directors~~Public orOffering: ~~management~~we ~~team~~did ~~or their respective affiliates is~~ not aselect ~~guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to~~ any Business Combination ~~that~~target and we ~~may~~did ~~consummate. You should~~ not ~~rely on the historical record of Foundry Group or our Sponsor~~, ~~directors~~nor ~~or management~~has ~~team~~anyone oron ~~their respective affiliates as indicative of future performance. See “Risk Factors — Past performance by Foundry Group or~~ our ~~Sponsor~~behalf, ~~directors~~initiate ~~or management team or their respective affiliates may not be indicative of future performance of an investment in the Company.” Neither our Sponsor nor~~ any ~~member~~substantive ofdiscussions, ~~our~~directly ~~management team~~ or ~~board~~indirectly, ofwith ~~directors has~~ any ~~experience~~Business ~~operating~~Combination ~~special purpose acquisition companies~~target.

~~Each~~Past ofexperience ~~our~~or ~~officers~~performance ~~and directors presently has, and any~~ of ~~them~~Foundry inGroup ~~the~~or ~~future~~our ~~may have additional~~Sponsor, ~~fiduciary~~directors or ~~contractual~~management ~~obligations~~team toor ~~other~~their ~~entities pursuant~~respective toaffiliates ~~which such officer or director~~ is ornot ~~will be required to present~~ a ~~Business~~guarantee ~~Combination~~of ~~opportunity~~either to(i) our ~~such~~ability ~~entity subject~~ to ~~his~~successfully oridentify ~~her~~and ~~fiduciary~~execute ~~duties. As~~ a ~~result,~~transaction ~~if any of our officers~~ or ~~directors~~(ii) success ~~becomes~~with ~~aware~~respect ofto aany Business Combination ~~opportunity~~that ~~which~~we ismay ~~suitable~~consummate. ~~for~~You anshould ~~entity~~not torely ~~which~~on hethe orhistorical ~~she~~record ~~has~~of ~~then-current~~Foundry ~~fiduciary~~Group or ~~contractual~~our ~~obligations~~Sponsor, hedirectors or ~~she~~management ~~will~~team ~~need to honor such fiduciary~~ or ~~contractual~~their ~~obligations~~respective toaffiliates ~~present~~as ~~such~~indicative ~~Business~~of ~~Combination~~future ~~opportunity to~~performance. ~~such~~See ~~entity,~~“Risk ~~before~~Factors we— ~~can~~Past ~~pursue~~performance ~~such~~by ~~opportunity.~~Foundry IfGroup ~~these~~or ~~other~~our ~~entities decide to pursue any such opportunity~~Sponsor, wedirectors ~~may~~or bemanagement ~~precluded~~team ~~from~~or ~~pursuing~~their ~~the~~respective ~~same.~~affiliates ~~However,~~may ~~we do~~ not ~~expect~~be ~~these~~indicative ~~duties~~of tofuture ~~materially~~performance ~~affect~~of ~~our~~an ~~ability~~investment toin ~~complete~~the ~~our initial Business Combination~~Company.” ~~Our~~Neither ~~amended and restated certificate of incorporation will provide that we renounce~~ our ~~interest~~Sponsor innor any ~~Business~~member ~~Combination~~of ~~opportunity~~our ~~offered~~management toteam ~~any director~~ or ~~officer~~board ~~unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer~~ of ~~the~~directors ~~Company~~has ~~and~~any itexperience isoperating anspecial ~~opportunity~~purpose ~~that~~acquisition ~~we are able to complete on a reasonable basis~~companies.

~~Foundry~~Each ~~Group may become aware~~ of aour ~~potential~~officers ~~Business~~and ~~Combination~~directors ~~opportunity~~presently ~~that~~has, isand ~~not~~any aof ~~fit~~them ~~for~~in the ~~investment~~future ~~activities~~may ofhave ~~Foundry Group~~additional, ~~but~~fiduciary ~~that~~or ~~may be~~contractual anobligations ~~attractive~~to ~~opportunity~~other ~~for~~entities ~~us.~~pursuant ~~However,~~to ~~Foundry~~which ~~Group~~such isofficer ~~not~~or ~~under~~director ~~any~~is ~~obligation~~or towill ~~source~~be ~~any~~required ~~potential~~to ~~opportunities~~present ~~for~~a ~~our initial~~ Business Combination oropportunity ~~refer~~to ~~any~~ such ~~opportunities~~entity subject to ushis or ~~provide~~her ~~any~~fiduciary ~~other services to us~~duties. ~~Foundry Group’s~~As ~~role~~a ~~with~~result, ~~respect~~if toany usof isour ~~expected~~officers toor bedirectors ~~primarily~~becomes ~~passive~~aware ~~and~~of ~~advisory~~a inBusiness ~~nature.~~Combination ~~Foundry~~opportunity ~~Group~~which ~~may~~is ~~have~~suitable ~~fiduciary~~for ~~and/or~~an ~~contractual~~entity ~~duties~~ to ~~its~~which ~~investment~~he ~~vehicles~~or ~~and~~she tohas ~~certain~~then-current ~~companies~~fiduciary inor ~~which~~contractual ~~Foundry~~obligations, ~~Group~~he ~~has~~or ~~invested.~~she Aswill ~~a result,~~need ~~Foundry~~to ~~Group~~honor ~~may~~such ~~have~~fiduciary aor ~~duty~~contractual obligations to ~~offer~~present such Business Combination ~~opportunities~~opportunity to ~~certain~~such ~~Foundry~~entity, ~~Group funds~~ before ~~other~~we ~~parties,~~can ~~including~~pursue ussuch opportunity. ~~Additionally,~~If ~~certain~~these ~~companies~~other inentities ~~which~~decide ~~Foundry~~to ~~Group~~pursue ~~has~~any ~~invested~~such ~~may~~opportunity, ~~enter~~we ~~into~~may ~~transactions with,~~be ~~provide~~precluded ~~goods~~from orpursuing ~~services~~the tosame. However, orwe ~~receive~~do ~~goods~~not orexpect ~~services~~these ~~from~~duties anto ~~entity~~materially ~~with~~affect ~~which~~our weability ~~seek~~ to complete our initial Business Combination. ~~Transactions~~Our amended and restated certificate of ~~these~~incorporation ~~types~~will ~~may~~provide ~~present~~that awe ~~conflict~~renounce ofour interest ~~because~~in ~~Foundry~~any ~~Group~~Business ~~may~~Combination ~~directly~~opportunity offered to any director or ~~indirectly~~ ~~receive~~officer aunless ~~financial~~such ~~benefit~~opportunity is expressly offered to such person solely in his or her capacity as a ~~result~~director or officer of ~~such~~the ~~transaction~~Company and it is an opportunity that we are able to complete on a reasonable basis.

WeFoundry ~~believe~~Group ~~that~~may ~~any~~become ~~such~~aware of a potential ~~conflicts~~Business ofCombination ~~interest~~opportunity that is not a fit for the investment activities of Foundry Group, ~~and~~but that may be an attractive opportunity for us. However, Foundry Group is not under any obligation to source any potential opportunities for our ~~officers~~ ~~and~~initial ~~directors~~Business ~~will~~Combination beor ~~naturally~~refer ~~mitigated~~any bysuch ~~the~~opportunities ~~differing~~to ~~nature~~us ofor ~~targets~~provide ~~that~~any other services to us. Foundry Group’s ~~typically~~role ~~considers~~with ~~most~~respect ~~attractive~~to ~~for~~us ~~its~~is ~~venture~~expected ~~capital~~to ~~activities~~be primarily passive and ~~the~~advisory ~~types~~in ofnature. ~~initial~~Foundry Group may have fiduciary and/or contractual duties to its investment vehicles and to certain companies in which Foundry Group has invested. As a result, Foundry Group may have a duty to offer Business Combination opportunities ~~that~~to ~~we expect~~certain Foundry Group funds before other parties, including us. Additionally, certain companies in which Foundry Group has invested may enter into transactions with, provide goods or services to, beor ~~most~~receive ~~attractive~~goods ~~for~~or services from an entity with which we seek to complete our ~~Company~~initial Business Combination. Transactions of these types may present a conflict of interest because Foundry Group may directly or indirectly receive a financial benefit as a result of such transaction.

~~Our~~We ~~directors~~believe ~~and~~that ~~officers~~any ~~are~~such ~~not~~potential ~~required~~conflicts toof ~~commit~~interest ~~any specified amount~~ of ~~time~~Foundry toGroup and our ~~affairs,~~officers and~~, accordingly,~~ directors will ~~have~~be ~~conflicts~~naturally mitigated by the differing nature of ~~interest~~targets inthat ~~allocating~~Foundry ~~management~~Group ~~time~~typically ~~among~~considers ~~various~~most ~~business~~attractive for its venture capital activities, ~~including~~and ~~identifying~~the ~~potential~~types of initial Business ~~Combinations~~Combination ~~and~~opportunities ~~monitoring~~that ~~the~~we ~~related~~expect ~~due~~to ~~diligence~~be most attractive for our Company.

4Our directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential Business Combinations and monitoring the related due diligence.

~~Table~~4 ~~of Contents~~

~~Competition~~Table of Contents

WeCompetition expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for Business Combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing Business Combinations. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek stockholder approval of our initial Business Combination and we are obligated to pay cash for our shares of Class A common stock, it will potentially reduce the resources available to us for our initial Business Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination.

~~Employees~~We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for Business Combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing Business Combinations. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek stockholder approval of our initial Business Combination and we are obligated to pay cash for our shares of Class A common stock, it will potentially reduce the resources available to us for our initial Business Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination.

~~We currently~~Human ~~have~~Capital three officers and do not intend to have any full-time employees prior to the completion of our initial Business Combination. Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of time that any 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.

~~Item~~We 1currently have three officers and do not intend to have any full-time employees prior to the completion of our initial Business Combination.A Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. ~~Risk~~The ~~Factors~~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.

~~An investment in our securities involves a high degree of risk~~Item 1. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, including our financial statements and related notes, before making a decision to invest in our securitiesA. IfRisk ~~any of the following events occur, our business, financial condition and operating results may be materially adversely affected~~Factors. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results.

~~Risks~~An ~~Relating~~investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, including our financial statements and related notes, before making a decision to ~~Our~~invest ~~Search~~in ~~for~~our securities. If any of the following events occur, our business, financial condition and ~~Consummation~~operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or ~~Inability~~part toof ~~Consummate~~your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, aor ~~Business~~that ~~Combination~~we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results.

~~Our~~Risks ~~Public~~Relating ~~Stockholders may not be afforded an opportunity~~ to ~~vote~~Our onSearch ~~our proposed Business Combination~~for, ~~which~~and ~~means~~Consummation ~~we may complete our initial Business Combination even though a majority~~ of ~~our~~or ~~Public~~Inability ~~Stockholders~~to doConsummate, ~~not support such~~ a ~~combination.~~Business Combination

WeOur Public Stockholders may not ~~hold~~be aafforded ~~stockholder~~an ~~vote~~opportunity to ~~approve our initial Business Combination unless the Business Combination would require stockholder approval under applicable law or stock exchange rules or if we decide to hold a stockholder~~ vote ~~for~~on business or other reasons. For instance, the rules of The New York Stock Exchange (“NYSE”) 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 issued and outstanding shares to a target business as consideration in any Business Combination. Therefore, if we were structuring a Business combination that required us to issue more than 20% of our issued and outstanding shares, we would seek stockholder approval of such Business Combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed Business Combination ~~or will allow stockholders to sell their shares to us in a tender offer will be made by us~~, ~~solely~~which inmeans our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may ~~consummate~~complete our initial Business Combination even ifthough ~~holders of~~ a majority of ~~the~~our ~~issued~~Public ~~and~~Stockholders ~~outstanding shares of common stock~~ do not ~~approve~~support ofsuch ~~the~~a ~~Business Combination we consummate~~combination.

5We may not hold a stockholder vote to approve our initial Business Combination unless the Business Combination would require stockholder approval under applicable law or stock exchange rules or if we decide to hold a stockholder vote for business or other reasons. For instance, the rules of The New York Stock Exchange (“NYSE”) 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 issued and outstanding shares to a target business as consideration in any Business Combination. Therefore, if we were structuring a Business combination that required us to issue more than 20% of our issued and outstanding shares, we would seek stockholder approval of such Business Combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate our initial Business Combination even if holders of a majority of the issued and outstanding shares of common stock do not approve of the Business Combination we consummate.

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

IfTable ~~we seek stockholder approval~~ of ~~our initial Business Combination, our initial stockholders, directors and officers have agreed to vote in favor of such initial Business Combination, regardless of how our Public Stockholders vote.~~ Contents

~~Unlike many~~If ~~other~~we ~~blank~~seek ~~check~~stockholder ~~companies~~approval ~~in which the initial stockholders agree to vote their founder shares in accordance with the majority~~ of ~~the~~our ~~votes cast by the Public Stockholders in connection with an~~ initial Business Combination, our initial stockholders, directors and officers have agreed ~~(and their permitted transferees will agree), pursuant~~ to ~~the terms of a letter agreement entered into with us, to~~ vote ~~their founder shares and any Public Shares held by them~~ in favor of our initial Business Combination. As a result, in addition to our initial stockholders’ founder shares, we would need 9,703,126, or 37.50% (assuming all issued and outstanding shares are voted), or 1,617,189, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 25,875,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have such initial Business Combination ~~approved. Our directors and officers have also entered into the letter agreement~~, ~~imposing~~regardless ~~similar obligations on them with respect to Public Shares acquired by them, if any. We expect that our initial stockholders and their permitted transferees will own at least 20%~~ of ~~our issued~~how ~~and outstanding shares of common stock at the time of any such stockholder vote. Accordingly, if we seek stockholder approval of~~ our initial Business Combination, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our Public Stockholders vote.

~~Your~~Unlike ~~only~~many ~~opportunity~~other blank check companies in which the initial stockholders agree to ~~affect~~vote their founder shares in accordance with the ~~investment~~majority ~~decision~~of ~~regarding~~the avotes ~~potential~~cast by the Public Stockholders in connection with an initial Business Combination, our initial stockholders, directors and officers have agreed (and their permitted transferees will beagree), ~~limited~~pursuant to the ~~exercise~~terms of ~~your~~a ~~right~~letter agreement entered into with us, to ~~redeem~~ ~~your~~vote their founder shares ~~from~~and usany ~~for~~Public ~~cash~~Shares held by them in favor of our initial Business Combination. As a result, ~~unless~~in addition to our initial stockholders’ founder shares, we would need 9,703,126, or 37.50% (assuming all issued and outstanding shares are voted), or 1,617,189, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 25,875,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have such initial Business Combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to Public Shares acquired by them, if any. We expect that our initial stockholders and their permitted transferees will own at least 20% of our issued and outstanding shares of common stock at the time of any such stockholder vote. Accordingly, if we seek stockholder approval of ~~such~~our initial Business Combination, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our Public Stockholders.

~~Since~~Your our board of directors may complete a Business Combination without seeking stockholder approval, Public Stockholders may not have the right or opportunity to vote on the Business Combination, unless we seek such stockholder approval. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential Business Combination ~~may~~will be limited to ~~exercising your redemption rights within~~ the ~~period~~exercise of ~~time~~your ~~(which~~right ~~will~~to beredeem atyour ~~least~~shares 20from ~~business~~us ~~days)~~for ~~set~~cash, ~~forth~~unless inwe ~~our~~seek ~~tender~~stockholder ~~offer documents~~approval ~~mailed~~of tosuch ~~our Public Stockholders in which we describe our initial~~ Business Combination.

~~The~~Since ~~ability~~our board of ~~our~~directors ~~Public~~may ~~Stockholders~~complete toa ~~redeem their~~Business ~~shares~~Combination ~~for~~without ~~cash~~seeking stockholder approval, Public Stockholders may ~~make~~not ~~our~~have ~~financial~~the ~~condition~~right ~~unattractive~~or opportunity to ~~potential~~vote on the Business Combination, ~~targets~~unless we seek such stockholder approval. Accordingly, ~~which~~if ~~may~~we ~~make~~do itnot ~~difficult~~seek ~~for~~stockholder usapproval, your only opportunity to ~~enter~~affect ~~into~~the investment decision regarding a potential Business Combination ~~with~~may abe ~~target~~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.

WeThe ~~may~~ability ~~seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount~~ of ~~cash.~~our ~~If too many~~ Public Stockholders ~~exercise their redemption rights, we would not be able~~ to ~~meet~~redeem ~~such~~their closing condition and, as a result, would not be able to proceed with the Business Combination. 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 and such amount of deferred underwriting discount is not available~~ for us to use as consideration in an initial Business Combination. If we are able to consummate an initial Business Combination, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay and the payment of the deferred underwriting commissions. 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 following such redemptions, or any greater net tangible asset or cash ~~requirement that~~ may bemake ~~contained~~our infinancial ~~the~~condition ~~agreement~~unattractive ~~relating~~ to ~~our~~potential ~~initial~~ Business Combination. ~~Consequently~~targets, ~~if accepting~~which ~~all~~may ~~properly~~make ~~submitted~~it ~~redemption~~difficult ~~requests~~for ~~would~~us ~~cause our net tangible assets~~ to beenter ~~less~~into ~~than $5,000,001 or such greater amount necessary to satisfy~~ a ~~closing condition as described above, we would not proceed with such redemption and the related~~ Business Combination ~~and may instead search for an alternate Business Combination (including, potentially,~~ with ~~the~~a ~~same~~ target). ~~Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.~~

We may seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many Public Stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination. 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 and such amount of deferred underwriting discount is not available for us to use as consideration in an initial Business Combination. If we are able to consummate an initial Business Combination, the

6 per-share value

of shares held by

~~Table of Contents~~non-redeeming stockholders

will reflect our obligation to pay and the payment of the deferred underwriting commissions. 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 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related Business Combination and may instead search for an alternate Business Combination (including, potentially, with the same target). Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.

~~The~~6 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.

AtTable 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, we 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 is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable Business Combination available to us or optimize our capital structure. Contents

The ability of our Public Stockholders to exercise redemption rights with respect to a large number of our shares ~~could~~may ~~increase~~not ~~the~~allow ~~probability~~us ~~that our~~to ~~initial~~complete ~~Business~~the ~~Combination~~most ~~would~~desirable beBusiness ~~unsuccessful~~Combination ~~and~~or ~~that~~optimize ~~you~~our ~~would~~capital ~~have to wait for liquidation in order to redeem your shares~~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, we 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, ~~the~~we ~~probability~~will ~~that~~need ~~our~~to ~~initial~~reserve ~~Business~~a ~~Combination would be unsuccessful increases. If our initial Business Combination is unsuccessful, you would not receive your pro rata~~ portion of the ~~Trust~~cash ~~Account~~in ~~until we liquidate~~ the Trust Account. Ifto ~~you~~meet ~~are~~such inrequirements, ~~need~~or ofarrange ~~immediate~~for ~~liquidity~~third-party financing. In addition, ~~you~~if ~~could~~a ~~attempt~~larger ~~to sell~~number ~~your~~of shares inis ~~the~~submitted ~~open~~for ~~market;~~redemption ~~however,~~than atwe ~~such~~initially ~~time~~expected, ~~our~~we ~~shares~~ may ~~trade~~need atto arestructure ~~discount~~the transaction to ~~the~~reserve ~~pro~~a ~~rata~~greater ~~amount~~portion ~~per~~of ~~share~~the cash in the Trust Account. Inor ~~either~~arrange ~~situation,~~for ~~you~~third-party financing. ~~may~~Raising ~~suffer~~additional athird-party financing ~~material~~may ~~loss~~involve ondilutive ~~your~~equity ~~investment~~issuances or ~~lose~~ the ~~benefit~~incurrence of ~~funds expected~~indebtedness inat ~~connection~~higher ~~with~~than ~~our~~desirable ~~redemption~~levels. ~~until~~The weabove ~~liquidate~~considerations ormay ~~you~~limit ~~are~~our ~~able~~ability to ~~sell~~complete ~~your~~the ~~shares~~most indesirable ~~the~~Business ~~open~~Combination ~~market~~available to us or optimize our capital structure.

The ~~requirement~~ability ~~that~~of ~~we complete~~ our ~~initial~~Public ~~Business~~Stockholders ~~Combination~~to ~~within~~exercise ~~the~~redemption ~~prescribed~~rights ~~time~~with ~~frame~~respect ~~may~~to ~~give~~a ~~potential~~large ~~target~~number ~~businesses~~of ~~leverage~~our ~~over~~shares uscould inincrease ~~negotiating a Business Combination and may limit~~ the ~~time~~probability wethat ~~have~~our ininitial ~~which to conduct due diligence on potential~~ Business Combination ~~targets,~~would inbe ~~particular~~unsuccessful asand wethat ~~approach~~you ~~our~~would ~~dissolution~~have ~~deadline,~~to ~~which~~wait ~~could~~for ~~undermine~~liquidation ~~our~~in ~~ability~~order to ~~complete~~redeem ~~our~~your ~~initial Business Combination on terms that would produce value for our stockholders~~shares.

~~Any~~If ~~potential~~our ~~target~~initial ~~business~~Business ~~with~~Combination ~~which~~agreement werequires ~~enter~~us ~~into~~to ~~negotiations~~use ~~concerning~~ a ~~Business~~portion ~~Combination~~of ~~will~~the becash ~~aware~~in ~~that~~the weTrust ~~must~~Account ~~complete~~to ~~our~~pay ~~initial~~the ~~Business Combination~~purchase ~~within~~price, ~~24 months~~or ~~from~~requires ~~the~~us ~~closing~~to ofhave ~~the~~a ~~Initial~~minimum ~~Public~~amount ~~Offering.~~of ~~Consequently~~cash at closing, ~~such~~the ~~target~~probability ~~business~~that ~~may~~our ~~obtain~~initial ~~leverage~~Business ~~over~~Combination uswould inbe ~~negotiating~~unsuccessful aincreases. If our initial Business Combination is unsuccessful, ~~knowing~~you ~~that~~would ifnot receive your pro rata portion of the Trust Account until we doliquidate ~~not~~the ~~complete~~Trust ~~our~~Account. ~~initial~~If ~~Business Combination~~you ~~with~~are ~~that~~in ~~particular~~need ~~target~~of ~~business~~immediate liquidity, weyou ~~may~~could beattempt ~~unable~~ to ~~complete~~sell ~~our~~your ~~initial~~shares ~~Business~~in ~~Combination~~the ~~with~~open ~~any~~market; ~~target~~however, ~~business.~~at ~~This~~such ~~risk~~time ~~will~~our ~~increase~~shares asmay wetrade ~~get~~at ~~closer~~a discount to the ~~end~~pro ofrata ~~the~~amount ~~timeframe~~per ~~described~~share ~~above~~in the Trust Account. In ~~addition~~either situation, weyou may ~~have limited~~suffer ~~time~~a tomaterial ~~conduct~~loss ~~due~~on ~~diligence~~your ~~and~~investment ~~may~~or ~~enter~~lose ~~into~~the ~~our~~benefit ~~initial~~of ~~Business~~funds ~~Combination~~expected onin ~~terms~~connection ~~that~~with our redemption until we ~~would~~liquidate ~~have~~or ~~rejected~~you ~~upon~~are aable ~~more~~to ~~comprehensive~~sell ~~investigation~~your shares in the open market.

WeThe ~~may~~requirement ~~not~~that bewe ~~able to~~ complete our initial Business Combination within the prescribed time frame, inmay ~~which~~give ~~case~~potential wetarget ~~would~~businesses ~~cease~~leverage ~~all~~over ~~operations~~us ~~except~~in ~~for the~~negotiating ~~purpose~~a ofBusiness ~~winding~~Combination up and may limit the time we ~~would~~have ~~redeem~~in ~~our~~which ~~Public~~to ~~Shares~~conduct ~~and~~due ~~liquidate~~diligence on potential Business Combination targets, in ~~which~~particular ~~case~~as we approach our ~~Public~~dissolution ~~Stockholders~~deadline, ~~may~~which ~~receive~~could ~~only~~undermine ~~$10.00~~our ~~per~~ability ~~share,~~to orcomplete ~~less~~our ~~than~~initial ~~such~~Business ~~amount~~Combination inon ~~certain~~terms ~~circumstances,~~that ~~and~~would ~~our~~produce ~~warrants~~value ~~will~~for ~~expire~~our ~~worthless~~stockholders.

~~Our~~Any ~~Sponsor,~~potential ~~directors~~target ~~and~~business ~~officers~~with ~~have~~which ~~agreed~~we enter into negotiations concerning a Business Combination will be aware that we must complete our initial Business Combination within 24 months from the closing of the Initial Public Offering. WeConsequently, such target business may ~~not~~obtain beleverage ~~able~~over tous ~~find~~in negotiating a ~~suitable~~Business ~~target~~Combination, ~~business~~knowing ~~and~~that if we do not complete our initial Business Combination ~~within~~with ~~such~~that ~~time~~particular ~~period.~~target ~~Our~~business, ~~ability~~we may be unable to complete our initial Business Combination ~~may~~with beany ~~negatively~~target ~~impacted~~business. byThis ~~general market~~risk ~~conditions,~~will ~~volatility~~increase inas ~~the~~we ~~capital~~get ~~and~~closer ~~debt~~to ~~markets~~the ~~and~~end of the ~~other~~timeframe ~~risks~~ described ~~herein~~above. ~~For~~In ~~example~~addition, ~~the~~we ~~outbreak~~may ofhave ~~COVID-19 continues~~limited ~~both~~time into ~~the~~conduct ~~U.S.~~due diligence and ~~globally~~may ~~and,~~enter ~~while~~into ~~the~~our ~~extent~~initial ~~of the~~Business ~~impact~~Combination ofon ~~the~~terms ~~outbreak~~that onwe uswould ~~will~~have ~~depend~~rejected onupon ~~future~~a ~~developments,~~more itcomprehensive ~~could~~investigation. ~~limit~~In ~~our~~July ~~ability~~2021, tothe ~~complete~~SEC ~~our~~charged ~~initial~~a ~~Business~~SPAC ~~Combination~~for misleading disclosures, ~~including~~which ascould ahave ~~result~~been ofcorrected ~~increased~~with ~~market~~more ~~volatility~~adequate due diligence, ~~decreased~~and ~~market~~obtained ~~liquidity~~substantial relief against the SPAC and ~~third-party financing~~ ~~being~~its ~~unavailable~~sponsor. onAlthough ~~terms~~we ~~acceptable~~will toinvest usin ordue atdiligence ~~all.~~efforts ~~Additionally,~~and ~~the~~commit ~~outbreak~~management oftime ~~COVID-19~~and ~~may~~resources ~~negatively~~to ~~impact~~such ~~businesses~~efforts, wethere ~~may~~can ~~seek~~be tono ~~acquire.~~assurance Itthat ~~may~~our ~~also~~due ~~have~~diligence ~~the~~will ~~effect~~unveil ~~of heightening~~all ~~many~~potential ofissues ~~the~~with ~~other~~a ~~risks~~target ~~described~~business inand ~~this~~that ~~“Risk~~we ~~Factors”~~or ~~section,~~our ~~such~~sponsor aswill ~~those~~not ~~related~~become subject to ~~the~~regulatory ~~market~~actions ~~for~~related ~~our~~to ~~securities~~such ~~and cross-border transactions~~efforts.

7We may not be able to complete our initial Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our Sponsor, directors and officers have agreed that we must complete our initial Business Combination within 24 months from the closing of the 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 impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the

~~Table of Contents~~COVID-19 pandemic

continues both in the U.S. and globally and, while the extent of the impact of the pandemic on us will depend on future developments, it could limit our ability to

If7 we have not completed our initial Business Combination within such time period or during any Extension Period (as defined in the prospectus for the Initial Public Offering), we will: (1) cease all operations except for the purpose of winding up; (2) 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Stockholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, 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 herein.

~~Our~~Table ~~search for a Business Combination, and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the COVID-19 outbreak and the status~~ of ~~debt and equity markets.~~ Contents

complete our initial Business Combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the

~~The~~ COVID-19 outbreak has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health crisis that has, and in the future could, adversely affected the economies and financial markets worldwide, and the business of any potential target business with which we may consummate a Business Combination could be materially and adversely affected. Furthermore, we may be unable to complete an initial Business Combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors, limit the ability to conduct due diligence or limit the ability of a potential target company’s personnel, vendors and services providers to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for an initial Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of and perceptions to COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue, 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.

pandemic and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire. It may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.

If we have not completed our initial Business Combination within such time period or during any Extension Period (as defined in the prospectus for the Initial Public Offering), we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

~~In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID~~per-19share ~~and other events~~price, ~~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.~~

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Stockholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, 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

~~Finally, the outbreak of COVID~~per-19share ~~or other infectious diseases may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities.~~ redemption

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

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

If we seek stockholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors or any of their respective 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 securities. COVID-19

pandemic and the status of debt and equity markets.

The

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 any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination. Any such price per share may be different than the amount per share a Public Stockholder would receive if it elected to redeem its shares in connection with our initial Business Combination. Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public Shares. However, our Sponsor, COVID-19 pandemic

has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health crisis that has, and in the future could, adversely affected the economies and financial markets worldwide, and the business of any potential target business with which we may consummate a Business Combination could be materially and adversely affected. Furthermore, we may be unable to complete an initial Business Combination if concerns relating to

8 COVID-19 or

other events restrict travel, limit the ability to have meetings with potential investors, limit the ability to conduct due diligence or limit the ability of a potential target company’s personnel, vendors and services providers to negotiate and consummate a transaction in a timely manner. The extent to which

~~Table of Contents~~COVID-19 impacts

our search for an initial Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of and perceptions to

~~directors, officers, advisors or any of their respective affiliates are under no obligation or duty to do so~~ COVID-19 and 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. 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 public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination. This may result in the completion of our initial Business Combination that may not otherwise have been possible.

it variants and the actions to contain

~~In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain~~ COVID-19 or ~~obtain the quotation, listing or trading of our securities on a national securities exchange.~~

treat its impact, among others. If the disruptions posed by

~~If a stockholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial Business Combination,~~ COVID-19 or ~~fails to comply with the procedures for tendering its shares, such shares may not be redeemed.~~

other matters of global concern continue, our ability to consummate a Business Combination, or the operations of a target business with which we ultimately consummate a Business Combination, may be materially adversely affected.

In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by

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 tender offer documents or proxy materials, as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will describe the various procedures that must be complied with in order to validly tender or redeem Public Shares. For example, we may require our Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer or proxy materials documents mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed. COVID-19 and

other events, 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.

Finally, the

~~You are not entitled to certain protections afforded to investors of some other blank check companies.~~ COVID-19 pandemic

or other events may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities.

~~Because~~If we ~~had~~seek ~~net~~stockholder ~~tangible~~approval ~~assets in excess~~ of ~~$5,000,000~~our ~~upon~~initial ~~the~~Business ~~successful completion of the Initial Public Offering and the Private Placement and filed a Current Report on Form 8-K~~Combination, ~~including~~our ~~an audited balance sheet of the Company demonstrating this fact~~Sponsor, ~~we are exempt from rules promulgated by the SEC to protect investors in blank check companies~~directors, ~~such as Rule 419. Accordingly~~officers, ~~investors~~advisors ~~are not afforded the benefits~~ or ~~protections~~any of ~~those~~their ~~rules.~~respective affiliates ~~Among~~may ~~other~~elect ~~things, this means we will have a longer period of time~~ to ~~complete~~purchase ~~our~~shares ~~initial~~or ~~Business~~warrants ~~Combination~~from ~~than do companies subject to Rule 419. Moreover, if the Initial~~ Public ~~Offering~~Stockholders ~~were~~or ~~subject~~warrants ~~to Rule 419~~holders, ~~that~~which ~~rule~~may ~~would~~influence ~~prohibit~~a ~~the~~vote ~~release of any interest earned~~ on ~~funds~~a ~~held~~proposed inBusiness ~~the~~Combination ~~Trust Account to us unless~~ and ~~until~~reduce the ~~funds~~public in“float” ~~the~~of ~~Trust Account were released to us in connection with~~ our ~~completion of an initial Business Combination~~securities.

If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, ~~and~~our ifSponsor, ~~you~~directors, orofficers, aadvisors ~~“group”~~or any of ~~stockholders~~their ~~are~~respective ~~deemed~~affiliates tomay ~~hold~~purchase public shares or warrants in ~~excess~~privately ofnegotiated ~~15%~~transactions or in the open market either prior to or following the completion of our ~~Class A~~initial ~~common~~Business ~~stock,~~Combination. ~~you~~Any ~~will~~such ~~lose~~price per share may be different than the ~~ability~~amount toper ~~redeem~~share ~~all~~a ~~such~~Public ~~shares~~Stockholder inwould ~~excess of~~receive ~~15%~~if ofit ~~our~~elected ~~Class A~~to ~~common~~redeem ~~stock.~~its shares in

If8 we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial Business Combination. Your inability to redeem the Excess Shares will reduce your

9Table of Contents

~~Table~~ connection with our initial Business Combination. Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, officers, advisors or any of ~~Contents~~their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public Shares. However, our Sponsor, directors, officers, advisors or any of their respective affiliates are under no obligation or duty to do so and 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. 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 public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination. This may result in the completion of our initial Business Combination that may not otherwise have been possible.

~~influence~~In ~~over~~addition, ~~our ability to complete our initial Business Combination and you could suffer a material loss on your investment in us~~ if ~~you~~such ~~sell~~purchases ~~Excess~~are ~~Shares in open market transactions. Additionally~~made, ~~you~~the ~~will~~public ~~not~~“float” ~~receive~~of ~~redemption~~our ~~distributions~~securities ~~with~~and ~~respect to~~ the ~~Excess~~number ~~Shares~~of ifbeneficial weholders ~~complete~~of our ~~initial~~securities ~~Business~~may ~~Combination.~~be ~~And as a result~~reduced, ~~you~~possibly ~~will~~making ~~continue~~it difficult to ~~hold~~maintain ~~that~~or ~~number~~obtain ofthe ~~shares exceeding 15% and~~quotation, inlisting ~~order~~or totrading ~~dispose~~ of ~~such~~ ~~shares,~~our ~~would~~securities beon ~~required~~a tonational ~~sell~~securities ~~your shares in open market transactions, potentially at a loss~~exchange.

~~Because~~If ofa ~~our~~stockholder ~~limited~~fails ~~resources~~to ~~and~~receive ~~the significant~~notice ~~competition~~of ~~for~~our ~~Business~~offer ~~Combination opportunities, it may be more difficult for us~~ to ~~complete~~redeem our ~~initial~~Public ~~Business~~Shares ~~Combination.~~in Ifconnection wewith ~~have not completed~~ our initial Business Combination ~~within the required time period~~, ~~our Public Stockholders may receive only approximately $10.00 per share,~~ or ~~less~~fails into ~~certain~~comply ~~circumstances,~~with onthe ~~our~~procedures ~~redemption~~for oftendering ~~their~~its shares, ~~and~~such ~~our~~shares ~~warrants~~may ~~will~~not ~~expire~~be ~~worthless~~redeemed.

We ~~expect~~will tocomply ~~encounter~~with ~~intense~~the ~~competition~~tender ~~from~~offer ~~other~~rules ~~entities having a business objective similar to ours, including private investors (which may be individuals~~ or ~~investment~~proxy ~~partnerships)~~rules, ~~other~~as ~~blank check companies and other entities~~applicable, ~~domestic~~when ~~and~~conducting ~~international,~~redemptions ~~competing~~in ~~for~~connection ~~the~~with ~~types~~our ofinitial ~~businesses~~Business weCombination. ~~intend~~Despite toour ~~acquire.~~compliance ~~Many~~with of these ~~individuals~~rules, ~~and~~if ~~entities~~a ~~are~~stockholder ~~well~~fails ~~established~~to ~~and~~receive ~~have extensive~~our ~~experience~~tender inoffer ~~identifying~~or ~~and~~proxy ~~effecting~~materials, ~~directly~~as ~~or indirectly~~applicable, ~~acquisitions~~such ofstockholder ~~companies~~may ~~operating~~not inbecome oraware ~~providing~~of ~~services~~the opportunity to ~~various~~redeem ~~industries~~its shares. ~~Many~~In ~~of these competitors possess greater technical~~addition, ~~human~~the ~~and~~tender ~~other~~offer ~~resources~~documents or ~~more local~~proxy ~~industry~~materials, ~~knowledge~~as ~~than~~applicable, that we dowill ~~and~~furnish ~~our~~to ~~financial~~holders ~~resources~~of ~~will~~our bePublic ~~relatively~~Shares ~~limited~~in ~~when~~connection ~~contrasted~~ with ~~those~~our ofinitial ~~many~~Business ofCombination ~~these~~will ~~competitors.~~describe ~~While~~the wevarious ~~believe~~procedures ~~there~~that ~~are~~must ~~numerous~~be ~~target~~complied ~~businesses~~with wein ~~could~~order ~~potentially~~to ~~acquire~~validly ~~with~~tender ~~the~~or ~~net proceeds~~redeem ~~of the Initial~~ Public ~~Offering~~Shares. ~~and~~For ~~the~~example, ~~sale~~we ofmay ~~the~~require ~~Private Placement Warrants,~~ our ~~ability~~Public toStockholders ~~compete~~seeking ~~with respect~~ to ~~the~~exercise ~~acquisition~~their ofredemption ~~certain~~rights, ~~target~~whether ~~businesses~~they ~~that~~ are ~~sizable~~record ~~will~~holders beor ~~limited~~hold bytheir ~~our~~shares ~~available~~in ~~financial~~“street ~~resources.~~name,” ~~This inherent~~to ~~competitive~~either ~~limitation~~tender ~~gives~~their ~~others~~certificates anto ~~advantage~~our intransfer ~~pursuing~~agent ~~the~~prior ~~acquisition~~to ofthe ~~certain~~date ~~target~~set ~~businesses.~~forth ~~Furthermore,~~ in the ~~event~~tender weoffer ~~seek~~or ~~stockholder~~proxy ~~approval~~materials ofdocuments ~~our~~mailed ~~initial~~to ~~Business~~such ~~Combination~~holders, ~~and~~or weup ~~are obligated~~ to ~~pay~~two ~~cash~~business ~~for~~days ~~our shares~~prior ofto ~~Class A~~the ~~common~~scheduled ~~stock,~~vote iton ~~will potentially reduce~~ the ~~resources~~proposal ~~available~~ to usapprove ~~for~~the ~~our~~ initial Business Combination. ~~Any of these obligations may place us at a competitive disadvantage~~ in ~~successfully~~the ~~negotiating~~event ~~a Business Combination. If~~ we ~~have~~distribute ~~not~~proxy ~~completed our initial Business Combination within the required time period~~materials, ~~our Public Stockholders may receive only approximately $10.00 per share,~~ or ~~less~~to indeliver ~~certain~~their ~~circumstances,~~shares onto the ~~liquidation~~transfer ofagent ~~our Trust Account and our warrants will expire worthless~~electronically. ~~See~~In ~~“— If third parties bring claims against us,~~ the ~~proceeds~~event ~~held~~that ina ~~the~~stockholder ~~Trust~~fails ~~Account~~to ~~could~~comply bewith ~~reduced~~these ~~and~~procedures, ~~the~~its ~~per-share redemption~~shares ~~amount received by stockholders~~ may not be ~~less than $10~~redeemed.00 ~~per share” and other risk factors herein.~~

AsYou ~~the~~are ~~number~~not ofentitled ~~special purpose acquisition companies increases, there may be more competition~~ to ~~find~~certain anprotections ~~attractive~~afforded ~~target for an initial Business Combination. This could increase the costs associated with completing our initial Business Combination and may result in our inability~~ to ~~find~~investors ~~a suitable~~of ~~target~~some ~~for~~other ~~our~~blank ~~initial~~check ~~Business Combination~~companies.

InWe ~~recent~~are ~~years,~~exempt from certain rules promulgated by the ~~number~~SEC ofrelated ~~special~~to ~~purpose~~blank ~~acquisition~~check companies, ~~that~~such ~~have~~as ~~been~~Rule 419. ~~formed has~~Accordingly, ~~increased~~investors ~~substantially.~~are ~~Many~~not ~~companies~~afforded ~~have~~the ~~entered~~benefits ~~into~~or ~~Business~~protections ~~Combinations~~of ~~with~~those ~~special~~rules. ~~purpose~~Among ~~acquisition~~other ~~companies~~things, ~~and~~this ~~there~~means ~~are~~we ~~still~~will ~~many~~have ~~special~~a ~~purpose~~longer ~~acquisition~~period ~~companies~~of ~~seeking~~time ~~targets~~to ~~for~~complete ~~their~~our initial Business Combination, ~~as well~~than asdo ~~many~~companies ~~additional~~subject ~~special~~to ~~purpose~~Rule 419. ~~acquisition~~Moreover, ~~companies~~if ~~currently~~the inInitial ~~registration.~~Public AsOffering awere ~~result,~~subject atto ~~times~~Rule 419, ~~fewer~~that ~~attractive~~rule ~~targets~~would ~~may~~prohibit bethe ~~available,~~release ~~and~~of itany ~~may~~interest ~~require~~earned ~~more~~on ~~time,~~funds ~~effort~~held in the Trust Account to us unless and ~~resources~~until the funds in the Trust Account were released to ~~identify~~us ain ~~suitable~~connection ~~target~~with ~~for~~our completion of an initial Business Combination.

InIf ~~addition,~~we ~~because~~seek ~~there~~stockholder ~~are~~approval ~~more~~of ~~special~~our ~~purpose acquisition companies seeking to enter into an~~ initial Business Combination ~~with~~and ~~available~~we ~~targets,~~do ~~the~~not ~~competition~~conduct ~~for~~redemptions ~~available~~pursuant ~~targets with attractive fundamentals or business models may increase, which could cause target companies~~ to ~~demand~~the ~~improved~~tender ~~financial~~offer ~~terms. Attractive deals could also become scarcer for other reasons~~rules, ~~such~~and asif ~~economic~~you or ~~industry~~a ~~sector~~“group” ~~downturns, geopolitical tensions or increases in the cost~~ of ~~additional~~stockholders ~~capital~~are ~~needed~~deemed to ~~close~~hold ~~Business~~in ~~Combinations~~excess orof ~~operate~~15% ~~targets~~of ~~post-Business~~our ~~Combination.~~Class A ~~This~~common ~~could increase the cost of~~stock, ~~delay~~you orwill ~~otherwise~~lose ~~complicate~~the ~~or frustrate our~~ ability to ~~find~~redeem aall ~~suitable~~such ~~target~~shares ~~for~~in ~~and/or~~excess ~~complete~~of 15% of our ~~initial~~Class A ~~Business~~common ~~Combination~~stock.

10If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial

~~Table~~9 ~~of Contents~~

IfTable ~~the funds not being held in the Trust Account are insufficient to allow us to operate for at least the 24 months following the closing~~ of ~~the Initial Public Offering, we may be unable to complete our initial Business Combination.~~ Contents

~~The~~ ~~funds available~~Business toCombination. usYour ~~outside~~inability ~~of the Trust Account may not be sufficient~~ to ~~allow~~redeem ~~us to operate for at least~~ the ~~24 months~~Excess ~~following~~Shares ~~the~~will ~~closing~~reduce ofyour ~~the~~influence ~~Initial~~over ~~Public~~our ~~Offering,~~ability ~~assuming~~to ~~that~~complete our initial Business Combination isand ~~not~~you ~~completed~~could ~~during that~~suffer ~~time.~~a Wematerial ~~expect~~loss toon ~~incur~~your ~~significant~~investment ~~costs~~ in ~~pursuit~~us ofif ~~our~~you ~~acquisition~~sell ~~plans.~~Excess ~~Management’s~~Shares ~~plans~~in toopen ~~address~~market ~~this~~transactions. ~~need~~Additionally, ~~for~~you ~~capital~~will ~~through~~not ~~potential~~receive ~~loans~~redemption ~~from~~distributions ~~certain~~with ofrespect ~~our~~to ~~affiliates~~the ~~are~~Excess ~~discussed~~Shares inif ~~“Item~~we 7.complete ~~Management’s Discussion~~our ~~and~~initial ~~Analysis~~Business ofCombination. ~~Financial~~And ~~Condition~~as ~~and~~a ~~Results of Operations.” However~~result, ~~our~~you ~~affiliates~~will ~~are~~continue ~~not obligated~~ to ~~make~~hold ~~loans~~that tonumber usof inshares ~~the~~exceeding ~~future,~~15% and, wein ~~may~~order ~~not be able~~ to ~~raise~~dispose ~~additional~~of ~~financing~~such ~~from~~shares, ~~unaffiliated~~would ~~parties~~be ~~necessary~~required to ~~fund~~ ~~our~~sell ~~expenses.~~your ~~Any~~shares ~~such event~~ in ~~the~~open ~~future~~market ~~may~~transactions, ~~negatively~~potentially ~~impact~~at ~~the analysis regarding our ability to continue as~~ a ~~going concern at such time~~loss.

~~Of the~~Because ~~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~~limited ~~for~~resources aand ~~target business. We could also use a portion of~~ the ~~funds~~significant ascompetition ~~a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around~~ for ~~transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed~~ Business Combination opportunities, ~~although~~it wemay dobe ~~not~~more ~~have~~difficult ~~any current intention to do so. If we enter into a letter of intent where we paid~~ for ~~the~~us ~~right~~ to ~~receive~~complete ~~exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of~~ our ~~breach~~initial orBusiness ~~otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business~~Combination. If we have not completed our initial Business Combination within the required time period, our Public Stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on ~~the~~our ~~liquidation~~redemption of ~~our~~their ~~Trust~~shares, ~~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 herein.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek stockholder approval of our initial Business Combination and we are obligated to pay cash for our shares of Class A common stock, it will potentially reduce the resources available to us for our initial Business Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination. If we have not completed our initial Business Combination within the required time period, 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

~~Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination.~~ per-share redemption

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

InAs ~~recent months,~~ the ~~market~~number ~~for~~of ~~directors and officers liability insurance for~~ special purpose acquisition companies ~~has~~increases, ~~changed~~there inmay ~~ways~~be ~~adverse~~more competition to usfind ~~and~~an ~~our~~attractive ~~management~~target ~~team.~~for ~~Fewer~~an ~~insurance~~initial ~~companies~~Business ~~are~~Combination. ~~offering~~This ~~quotes~~could ~~for~~increase ~~directors~~the ~~and~~costs ~~officers~~associated ~~liability~~with ~~coverage,~~completing ~~the~~our ~~premiums~~initial ~~charged~~Business ~~for such~~Combination ~~policies~~and ~~have~~may ~~generally~~result ~~increased~~in ~~and~~our ~~the~~inability ~~terms~~to offind ~~such~~a ~~policies~~suitable ~~have~~target ~~generally~~for ~~become~~our ~~less~~initial ~~favorable.~~Business ~~These~~Combination ~~trends~~and/or ~~may~~complete ~~continue~~our ~~into~~initial ~~the~~Business ~~future~~Combination.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many companies have entered into Business Combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets for their initial Business Combination, as well as many additional special purpose acquisition companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable target for an initial Business Combination

and/or complete our initial Business Combination.

~~The~~In ~~increased~~addition, ~~cost~~because ~~and~~there ~~decreased~~are ~~availability~~more ofspecial ~~directors~~purpose ~~and~~acquisition ~~officers~~companies ~~liability~~seeking ~~insurance~~to ~~could~~enter ~~make~~into itan ~~more~~initial ~~difficult~~Business ~~and~~Combination ~~more~~with ~~expensive~~available targets, the competition for usavailable ~~to negotiate~~targets ~~and~~with ~~complete~~attractive anfundamentals ~~initial~~or ~~Business~~business ~~Combination.~~models Inmay ~~order~~increase, towhich ~~obtain~~could ~~directors~~cause ~~and~~target ~~officers~~companies ~~liability~~to ~~insurance~~demand orimproved ~~modify~~financial ~~its~~terms. ~~coverage~~Attractive asdeals acould ~~result~~also ofbecome ~~becoming~~scarcer afor ~~public~~other ~~company~~reasons, ~~the~~such ~~post-Business~~as ~~Combination~~economic ~~entity~~or ~~might~~industry ~~need~~sector todownturns, ~~incur~~geopolitical ~~greater expense~~tensions ~~and/~~or ~~accept~~increases ~~less~~in ~~favorable~~the ~~terms.~~cost ~~Furthermore,~~of ~~any~~additional ~~failure~~capital needed to ~~obtain~~close ~~adequate~~Business ~~directors~~Combinations ~~and~~or ~~officers~~operate ~~liability~~targets ~~insurance~~post-Business Combination. This could ~~have~~increase anthe ~~adverse~~cost ~~impact~~of, ondelay ~~the~~or ~~post-Business~~otherwise ~~Combination’s~~complicate or frustrate our ability to ~~attract~~find ~~and~~a ~~retain~~suitable ~~qualified~~target ~~officers~~ for and/or ~~directors~~complete our initial Business Combination.

In10 addition, after completion of any initial Business Combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to such initial Business Combination. As a result, in order to protect our directors and officers, the post-Business Combination entity may need to purchase additional insurance with respect to any such claims (“Run-Off Insurance”). The need for Run-Off Insurance would be an added expense for the post-Business Combination entity and could interfere with or frustrate our ability to consummate an initial Business Combination on terms favorable to our investors.

IfTable ~~third~~of ~~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.~~ Contents

~~Our~~If ~~placing~~the of funds ~~in the Trust Account may~~ not ~~protect~~being those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account ~~for~~are ~~the~~insufficient ~~benefit~~to ofallow ~~our~~us ~~Public~~to ~~Stockholders,~~operate ~~such~~for ~~parties~~at ~~may~~least ~~not~~the ~~execute~~24 ~~such~~months ~~agreements,~~following ~~or even if they execute such agreements they may not be prevented from bringing claims against~~ the ~~Trust~~closing ~~Account, including, but not limited to, fraudulent inducement, breach~~ of ~~fiduciary responsibility or other similar claims, as well as claims challenging~~ the ~~enforceability~~Initial ofPublic ~~the waiver~~Offering, inwe ~~each~~may ~~case~~be inunable ~~order~~ to ~~gain~~complete ~~advantage with respect to a claim against~~ our ~~assets,~~initial ~~including~~Business ~~the~~Combination. ~~funds held in~~

11The funds available to us outside of the Trust Account may not be sufficient to allow us to operate for at least the 24 months following the closing of the Initial Public Offering, assuming that our initial Business Combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through potential loans from certain of our affiliates are discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

Of the funds available to us, we could use a portion of the funds 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

~~Table of Contents~~“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 or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we enter 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 have not completed our initial Business Combination within the required time period, 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

~~the Trust Account. If any third~~per-~~party~~share 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 enter into an agreement with a third-party that has not executed a waiver only if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative. redemption

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

~~Examples~~Changes 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 we are 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~~market asfor adirectors ~~result~~and ~~of,~~officers orliability ~~arising~~insurance ~~out~~could ~~of,~~make ~~any~~it ~~negotiations,~~more ~~contracts~~difficult ~~or agreements with us~~ and ~~will~~more ~~not~~expensive ~~seek recourse against the Trust Account~~ for ~~any~~us ~~reason.~~to ~~Upon~~negotiate ~~redemption~~and ofcomplete ~~our~~an ~~Public Shares, if we have not completed our~~ initial Business Combination within the required time period, 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 ten years following redemption. ~~Accordingly, the per-share redemption amount received by Public Stockholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors.~~

~~Our~~Recently, ~~Sponsor~~the ~~has~~market ~~agreed~~for ~~that~~directors ~~it will be liable to us if~~ and toofficers ~~the~~liability ~~extent~~insurance ~~any claims by a third-party (other than our independent registered public accounting firm)~~ for ~~services~~special ~~rendered~~purpose oracquisition ~~products~~companies ~~sold~~has tochanged ~~us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds~~ in ~~the~~ways ~~Trust~~adverse ~~Account~~ to ~~below~~us (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of 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~~management ~~of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”)~~team. ~~Moreover,~~Fewer ininsurance ~~the~~companies ~~event~~are ~~that~~offering anquotes ~~executed~~for ~~waiver~~directors isand ~~deemed~~officers toliability ~~be unenforceable against a third-party~~coverage, ~~our Sponsor will not be responsible to~~ the ~~extent~~premiums ofcharged ~~any liability~~ for such ~~third-party claims.~~policies We have ~~not~~generally ~~independently~~increased ~~verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations~~ and ~~believe~~the ~~that~~terms ~~our Sponsor’s only assets are securities~~ of ~~our Company.~~such ~~Our~~policies ~~Sponsor may not~~ have ~~sufficient~~generally ~~funds~~become available to satisfy those obligations. We have not asked our Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such 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~~favorable.00 ~~per~~These ~~public~~trends ~~share. In such event, we~~ may ~~not~~continue beinto ~~able~~the ~~to complete our initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares~~future. ~~None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.~~

~~Our~~The increased cost and decreased availability of directors ~~may~~and ~~decide~~officers ~~not~~liability insurance could make it more difficult and more expensive for us to ~~enforce~~negotiate ~~the~~and ~~indemnification~~complete ~~obligations~~an ofinitial ~~our~~Business ~~Sponsor, resulting~~Combination. inIn aorder ~~reduction~~to inobtain ~~the~~directors ~~amount~~and officers liability insurance or modify its coverage as a result of ~~funds~~becoming ina public company, the ~~Trust~~post-Business ~~Account~~Combination ~~available~~entity ~~for~~might ~~distribution~~need to ~~our~~incur ~~Public~~greater ~~Stockholders~~expense and/or accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-Business Combination’s ability to attract and retain qualified officers and directors.

In addition, after completion of any initial Business Combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to such initial Business Combination. As a result, in order to protect our directors and officers, the post-Business Combination entity may need to purchase additional insurance with respect to any such claims

~~In the event that the proceeds in the Trust Account are reduced below the lesser of~~ (1) $10.00 per public share or (2) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of 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. 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 in any particular instance. 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. “Run-Off

Insurance”). The need for

12 Run-Off

Insurance would be an added expense for the post-Business Combination entity and could interfere with or frustrate our ability to consummate an initial Business Combination on terms favorable to our investors.

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

~~Table of Contents~~per-share

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

~~The~~Our ~~securities~~placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we ~~invest~~do ~~the~~business ~~funds~~execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account ~~could~~for ~~bear~~the abenefit ~~negative~~of ~~rate~~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 ~~interest~~ fiduciary responsibility or other similar claims, ~~which~~as ~~could~~well ~~reduce~~as claims challenging the ~~value~~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 ~~trust~~the Trust Account. If any third-party refuses to execute an agreement waiving such ~~that~~claims to the ~~per~~monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third-~~share~~party that ~~redemption~~has ~~amount~~not ~~received~~executed bya ~~Public~~waiver ~~Stockholders~~only ~~may~~if management believes that such third-party’s engagement would be ~~less~~significantly ~~than~~more ~~$10.00~~beneficial ~~per~~to ~~share~~us than any alternative.

~~The~~11 proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain amendments to our amended and restated certificate of incorporation, our Public Stockholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial Business Combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Stockholders may be less than $10.00 per share.

~~If, after~~Table we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of ~~our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.~~ Contents

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 we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we have not completed our initial Business Combination within the required time period, 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 ten years following redemption. Accordingly, the

If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages. per-share redemption

amount received by Public Stockholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors.

IfOur 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 registered public accounting firm) for services rendered or products sold to us, ~~before~~or ~~distributing~~a prospective target business with which we have discussed entering into a transaction agreement, reduce the ~~proceeds~~amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of 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 the Initial Public ~~Stockholders~~Offering against certain liabilities, weincluding ~~file~~liabilities aunder ~~bankruptcy~~the ~~petition~~Securities orAct of 1933, as amended (the “Securities Act”). Moreover, in the event that an ~~involuntary~~executed ~~bankruptcy petition~~waiver is ~~filed~~deemed to be unenforceable against usa ~~that~~third-party, isour Sponsor will not ~~dismissed,~~be responsible to the ~~claims~~extent of ~~creditors~~any inliability for such ~~proceeding~~third-party claims. ~~may~~We have ~~priority~~not ~~over~~independently ~~the~~verified ~~claims~~whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our ~~stockholders~~Company. Our Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such 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. ~~amount~~In ~~that~~such ~~would~~event, ~~otherwise~~we may not be ~~received~~able by to complete our ~~stockholders~~initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our ~~liquidation~~directors ~~may~~or beofficers ~~reduced~~will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~If,~~Our ~~before~~directors ~~distributing~~may ~~the~~decide ~~proceeds~~not into enforce the ~~Trust~~indemnification ~~Account~~obligations toof our ~~Public Stockholders~~Sponsor, weresulting ~~file~~in a ~~bankruptcy~~reduction ~~petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held~~ in the ~~Trust~~amount ~~Account~~of ~~could~~funds ~~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~~available ~~per-share amount~~for ~~that~~distribution ~~would otherwise~~to ~~be received by~~ our Public Stockholders ~~in connection with our liquidation would be reduced~~.

IfIn wethe event that the proceeds in the Trust Account are ~~deemed~~reduced tobelow bethe anlesser ~~investment~~of ~~company under~~(1) $10.00 per public share or (2) such lesser amount per share held in the ~~Investment~~Trust ~~Company~~Account ~~Act~~as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, wein each case net of interest which may be ~~required~~withdrawn to ~~institute~~pay ~~burdensome~~taxes, ~~compliance~~and ~~requirements~~our ~~and~~Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our ~~activities~~independent ~~may~~directors bewould ~~restricted~~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, ~~which~~it is possible that our independent directors in exercising their business judgment may ~~make~~choose itnot ~~difficult~~to ~~for~~do usso in any particular instance. If our independent directors choose not to ~~complete~~enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our ~~initial~~Public ~~Business~~Stockholders ~~Combination~~may be reduced below $10.00 per share.

The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the

~~If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:~~ per-share

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

The proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under

~~• restrictions on the nature of our investments; and~~Rule 2a-7 under

the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent

•12 ~~restrictions on the issuance of securities;~~

~~each~~Table of ~~which may make it difficult for us to complete our initial Business Combination.~~ Contents

years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain amendments to our amended and restated certificate of incorporation, our Public Stockholders are entitled to receive their

~~In addition, we may have imposed upon us burdensome requirements, including:~~ pro-rata share

of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial Business Combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the

~~• registration as an investment company with the SEC;~~per-share redemption

amount received by Public Stockholders may be less than $10.00 per share. Negative interest rates could also reduce the amount of funds we have available to complete our initial Business Combination.

•If, ~~adoption~~after ofwe distribute the proceeds in the Trust Account to our Public Stockholders, we file a ~~specific~~bankruptcy ~~form~~petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of ~~corporate~~our ~~structure;~~board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

13If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

~~Table of Contents~~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

~~• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.~~per-share amount

that would otherwise be received by our Public Stockholders in connection with our liquidation would be reduced.

WeIf dowe ~~not~~are ~~believe~~deemed ~~that our anticipated principal activities will subject us~~ to ~~the Investment Company Act. The proceeds held in the Trust Account may~~ be ~~invested~~an byinvestment ~~the~~company ~~trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions~~ under ~~Rule 2a-7 under~~ the Investment Company Act., ~~Because~~we ~~the~~may ~~investment of the proceeds will~~ be ~~restricted~~required to ~~these~~institute ~~instruments,~~burdensome wecompliance ~~believe we will meet the~~ requirements ~~for~~and ~~the~~our ~~exemption~~activities ~~provided~~may ~~in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to~~ be ~~subject to the Investment Company Act~~restricted, ~~compliance~~which ~~with~~may ~~these~~make ~~additional~~it ~~regulatory~~difficult ~~burdens would require additional expenses~~ for ~~which we~~us ~~have not allotted funds and may hinder our ability~~ to complete ~~a Business Combination. If we have not completed~~ our initial Business Combination ~~within the required time period, 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.~~

~~Changes~~If inwe ~~laws~~are ~~or regulations,~~deemed ~~or a failure~~ to ~~comply~~be ~~with~~an ~~any~~investment ~~laws~~company ~~and~~under ~~regulations,~~the ~~may~~Investment ~~adversely~~Company ~~affect our business~~Act, ~~including~~ our ~~ability~~activities tomay ~~negotiate~~be ~~and complete our initial Business Combination~~restricted, ~~and~~including: ~~results of operations.~~

We• ~~are~~restrictions ~~subject~~on tothe ~~laws~~nature ~~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.

If• werestrictions ~~have~~on ~~not completed our initial Business Combination within 24 months of~~ the ~~closing~~issuance of ~~the Initial Public Offering or during any Extension Period, our Public Stockholders may be forced to wait beyond such 24 months before redemption from our Trust Account.~~ securities;

Ifeach ~~we have not completed our initial Business Combination within 24 months from the closing~~ of the Initial Public Offering or during any Extension Period, we will distribute the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which ~~interest~~may ~~shall~~make beit ~~net~~difficult ~~of taxes payable), pro rata to our Public Stockholders by way of redemption and cease all operations except~~ for ~~the~~us purposes of winding up of our affairs, as further described herein. Any redemption of Public Stockholders from the Trust Account shall be effected automatically by function of our amended and restated certificate of incorporation prior to ~~any~~complete ~~voluntary winding up. If we are required to windup, liquidate the Trust Account and distribute such amount therein, pro rata, to~~ our Public Stockholders, as part of any liquidation process, such winding up, liquidation and distribution are subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In that case, investors may be forced to wait beyond the initial ~~24 months~~ before the redemption proceeds of our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial Business Combination ~~or amend certain provisions of our amended and restated certificate of incorporation and then only in cases where investors have properly sought to redeem their shares of Class A common stock~~. Only upon our redemption or any liquidation will Public Stockholders be entitled to distributions if we have not completed our initial Business Combination within the required time period and do not amend certain provisions of our amended and restated certificate of incorporation prior thereto.

~~Our~~In ~~stockholders~~addition, we may behave ~~held~~imposed ~~liable~~upon ~~for claims by third parties against~~ us toburdensome ~~the~~requirements, ~~extent~~including: ~~of distributions received by them upon redemption of their shares.~~

~~Under~~• ~~the~~registration ~~DGCL,~~as ~~stockholders may~~an beinvestment ~~held~~company ~~liable~~with ~~for claims by third parties against a corporation to~~ the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our Public Stockholders upon the redemption of our Public Shares in the event we do not complete our initial Business Combination within the required time period may be considered a liquidating distribution under Delaware law. If a SEC;

14• adoption of a specific form of corporate structure; and

~~Table~~• ofreporting, ~~Contents~~record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

~~corporation~~13 complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our Public Shares as soon as reasonably possible following the 24th month from the closing of the Initial Public Offering (or the end of any Extension Period) in the event we do not complete our initial Business Combination and, therefore, we do not intend to comply with the foregoing procedures.

~~Because~~Table ~~we do not intend to comply 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 ten years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, consultants, 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 the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. Contents

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule

We may not hold an annual stockholder meeting until after the consummation of our initial Business Combination. Our Public Stockholders will not have the right to elect or remove directors prior to the consummation of our initial Business Combination. 2a-7 under

the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule

~~We may not hold an annual meeting of stockholders until after we consummate our initial Business Combination (unless required by the NYSE) and thus may not be in compliance with Section~~3a-1 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors in accordance with a Company’s bylaws unless such election is made by written consent in lieu of such a meeting. Therefore, if our stockholders want us to hold an annual meeting prior to our 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. Until we hold an annual meeting of stockholders, Public Stockholders may not be afforded the opportunity to discuss company affairs with management. In addition, prior to our initial Business Combination, (a) as holders of our Class A common stock, our Public Stockholders will not have the right to vote on the election of our directors, and (b) holders of a majority of the issued and outstanding shares of our Class B common stock may remove a member of our board of directors for any reason. promulgated

under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a Business Combination. If we have not completed our initial Business Combination within the required time period, 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.

~~The~~Changes ~~grant~~in oflaws ~~registration~~or ~~rights~~regulations toor ~~our~~how ~~initial~~such ~~stockholders~~laws ~~and~~or ~~their~~regulations ~~permitted~~are ~~transferees~~interpreted ~~may~~or ~~make~~applied, itor ~~more~~a ~~difficult~~failure to ~~complete~~comply ~~our~~with ~~initial~~any ~~Business Combination,~~laws ~~and~~or ~~the~~regulations, ~~future~~may ~~exercise~~adversely ofaffect ~~such~~our ~~rights~~business, ~~may~~including ~~adversely~~our ~~affect~~ability ~~the~~to ~~market~~negotiate ~~price~~and ofcomplete our ~~Class A~~initial ~~common~~Business ~~stock~~Combination, and results of operations.

AtWe orare ~~after~~subject ~~the~~to ~~time of~~laws ~~our~~and ~~initial~~regulations ~~Business~~enacted ~~Combination~~by national, ~~our~~regional ~~initial stockholders~~ and ~~their~~local ~~permitted~~governments. ~~transferees~~In ~~can~~particular, ~~demand that~~ we ~~register~~are ~~the~~required ~~resale~~to ofcomply ~~their~~with ~~founder~~certain ~~shares~~SEC ~~after~~and ~~those~~other ~~shares~~legal ~~convert to shares of our Class A common stock~~requirements. InCompliance ~~addition~~with, ~~our Sponsor~~ and ~~its~~monitoring ~~permitted~~of, ~~transferees~~applicable ~~can~~laws ~~demand~~and ~~that~~regulations wemay ~~register~~be ~~the~~difficult, ~~resale~~time ofconsuming ~~the~~and ~~Private~~costly. ~~Placement~~Those ~~Warrants~~laws and ~~the~~regulations ~~shares~~and oftheir ~~Class A~~interpretation ~~common~~and ~~stock~~application ~~issuable~~may ~~upon~~also ~~exercise~~change offrom ~~the~~time ~~Private~~to ~~Placement Warrants~~time, ~~and~~including ~~holders~~as ofa ~~warrants~~result ~~that may be issued upon conversion~~ of ~~working~~changes ~~capital~~in ~~loans~~economic, ~~may~~political, ~~demand~~social ~~that~~and wegovernment ~~register~~policies, ~~the~~and ~~resale~~those ofchanges ~~such~~could ~~warrants~~have ora ~~the~~material ~~shares~~adverse ofeffect ~~Class A~~on ~~common~~our ~~stock~~business, ~~issuable~~investments ~~upon~~and ~~exercise~~results of ~~such warrants~~operations. WeIn ~~will~~addition, ~~bear~~a ~~the~~failure ~~cost~~to ofcomply ~~registering~~with ~~these~~applicable ~~securities.~~laws ~~The registration~~or regulations, as interpreted and ~~availability~~applied, ofcould ~~such~~have a ~~significant~~material ~~number~~adverse ofeffect ~~securities~~on ~~for~~our ~~trading~~business, inincluding ~~the~~our ~~public~~ability ~~market~~to ~~may~~negotiate ~~have~~and ancomplete ~~adverse~~our ~~effect~~initial onBusiness ~~the~~Combination, ~~market~~and ~~price~~results of operations.

15If we have not completed our initial Business Combination within 24 months of the closing of the Initial Public Offering or during any Extension Period, our Public Stockholders may be forced to wait beyond such 24 months before redemption from our Trust Account.

~~Table~~If we have not completed our initial Business Combination within 24 months from the closing of ~~Contents~~the Initial Public Offering or during any Extension Period, we will distribute the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our Public Stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of Public Stockholders from the Trust Account shall be effected automatically by function of our amended and restated certificate of incorporation prior to any voluntary winding up. If we are required to windup, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Stockholders, as part of any liquidation process, such winding up, liquidation and distribution are subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In that case, investors may be forced to wait beyond the initial 24 months before the redemption proceeds of our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial Business Combination or amend certain provisions of our amended and restated certificate of incorporation and then only in cases where investors have properly sought to redeem their shares of Class A common stock. Only upon our redemption or any liquidation will Public Stockholders be entitled to distributions if we have not completed our initial Business Combination within the required time period and do not amend certain provisions of our amended and restated certificate of incorporation prior thereto.

~~our~~Our ~~Class A common stock. In addition, the existence of the registration rights may make our initial Business Combination more costly or difficult to conclude. This is because the~~ stockholders ~~of the target business~~ may ~~increase~~be ~~the~~held ~~equity~~liable ~~stake~~for ~~they~~claims ~~seek~~by inthird ~~the~~parties ~~combined~~against ~~entity~~us ~~or ask for more cash consideration~~ to ~~offset~~ the ~~negative~~extent ~~impact on the market price~~ of ~~our~~distributions ~~Class A~~received ~~common~~by ~~stock~~them ~~that~~upon isredemption ~~expected when the shares~~ of ~~common stock owned by our initial stockholders or~~ their ~~permitted transferees, our Private Placement Warrants or warrants issued in connection with working capital loans are registered for resale~~shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our Public Stockholders upon the redemption of our Public Shares in the event we do not complete our initial Business Combination within the required time period 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

Because we are not limited to a particular industry, sector or geography or any specific target businesses with which to pursue our initial Business Combination, you may be unable to ascertain the merits or risks of any particular target business’s operations. 60-day notice

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

We may seek to complete a Business Combination with an operating company of any size (subject to our satisfaction of the 80% of net asset test) and in any industry, sector or geography. However, we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our initial Business Combination solely with another blank check company or similar company with nominal operations. To the extent we complete our initial Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or 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 not ultimately prove to be less favorable to our investors than a direct investment, if such opportunity were available, in a Business Combination target. Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value. 90-day period

during which the corporation may reject any claims brought,

We14 ~~may seek acquisition opportunities in acquisition targets that may be outside of our management’s areas of expertise.~~

WeTable ~~will consider a Business Combination outside~~ of our management’s areas of expertise if such Business Combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our Company. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, and our management’s expertise may not be directly applicable to its evaluation or operation, our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors relevant to such acquisition. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial Business Combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value. Contents

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 the Initial Public Offering (or the end of any Extension Period) 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~~do ~~identified~~not ~~general~~intend ~~criteria~~to ~~and~~comply ~~guidelines~~with ~~for~~Section 280, ~~evaluating~~Section 281(b) ~~prospective~~of ~~target~~the ~~businesses,~~DGCL itrequires ~~is possible~~us ~~that~~to 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 ~~our~~claims ~~initial~~that ~~Business~~may ~~Combination~~be ~~with~~potentially abrought ~~target~~against ~~that~~us ~~does~~within ~~not~~the ~~meet~~ten ~~some~~years orfollowing ~~all~~our ofdissolution. ~~these criteria and guidelines~~However, ~~such~~because ~~combination~~we ~~may~~are ~~not~~a beblank ascheck ~~successful~~company, asrather athan ~~combination~~an ~~with~~operating acompany, ~~business~~and ~~that~~our ~~does~~operations ~~meet~~will ~~all~~be oflimited ~~our~~to ~~general~~searching ~~criteria~~for ~~and~~prospective ~~guidelines.~~target Inbusinesses ~~addition~~to acquire, ifthe weonly ~~announce~~likely aclaims ~~prospective~~to ~~Business~~arise ~~Combination~~would ~~with~~be afrom ~~target~~our ~~that~~vendors ~~does~~(such ~~not~~as ~~meet~~lawyers, ~~our general~~investment ~~criteria~~bankers, ~~and guidelines~~consultants, aetc.) ~~greater~~or ~~number~~prospective target businesses. If our plan of ~~stockholders~~distribution ~~may~~complies ~~exercise~~with ~~their~~Section 281(b) ~~redemption~~of ~~rights~~the DGCL, ~~which~~any ~~may~~liability ~~make~~of itstockholders ~~difficult~~with ~~for~~respect us to ~~meet~~a ~~any~~liquidating ~~closing~~distribution ~~condition~~is ~~with~~limited ato ~~target~~the ~~business~~lesser ~~that~~of ~~requires~~such usstockholder’s topro ~~have~~rata ashare ~~minimum~~of ~~net~~the ~~worth~~claim or athe ~~certain~~ amount ofdistributed ~~cash.~~to Inthe ~~addition~~stockholder, ifand ~~stockholder~~any ~~approval~~liability of the ~~transaction~~stockholder iswould ~~required~~likely bybe ~~applicable~~barred ~~law~~after orthe ~~stock~~third ~~exchange~~anniversary ~~listing~~of ~~requirements,~~the ordissolution. weWe ~~decide~~cannot toassure ~~obtain~~you ~~stockholder~~that ~~approval~~we ~~for~~will ~~business~~properly orassess ~~other~~all ~~reasons,~~claims itthat may be ~~more~~potentially ~~difficult~~brought ~~for~~against us . As such, our stockholders could potentially be liable for any 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 of our public shares in the event we ~~have~~do not ~~completed~~complete our initial Business Combination within the required time period, ~~our~~is ~~Public Stockholders~~not ~~may~~considered ~~receive~~a ~~only~~liquidating ~~approximately~~distribution ~~$10.00~~under ~~per~~Delaware ~~share~~law and such redemption distribution is deemed to be unlawful, orthen ~~less~~pursuant into ~~certain~~Section 174 ~~circumstances~~of the DGCL, onthe statute of limitations for claims of creditors could then be six years after the ~~liquidation~~unlawful redemption distribution, instead of ~~our~~three ~~Trust~~years, ~~Account~~as ~~and~~in ~~our~~the ~~warrants~~case ~~will~~of ~~expire~~a ~~worthless~~liquidating distribution.

16We may not hold an annual stockholder meeting until after the consummation of our initial Business Combination. Our Public Stockholders will not have the right to elect or remove directors prior to the consummation of our initial Business Combination.

~~Table~~We may not hold an annual meeting of ~~Contents~~stockholders until after we consummate our initial Business Combination (unless required by the NYSE) and thus may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors in accordance with a Company’s bylaws unless such election is made by written consent in lieu of such a meeting. Therefore, if our stockholders want us to hold an annual meeting prior to our 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. Until we hold an annual meeting of stockholders, Public Stockholders may not be afforded the opportunity to discuss company affairs with management. In addition, prior to our initial Business Combination, (a) as holders of our Class A common stock, our Public Stockholders will not have the right to vote on the election of our directors, and (b) holders of a majority of the issued and outstanding shares of our Class B common stock may remove a member of our board of directors for any reason.

WeThe grant of registration rights to our initial stockholders and their permitted transferees may ~~seek~~make ~~acquisition~~it ~~opportunities~~more ~~with~~difficult anto ~~early-stage~~complete ~~company~~our initial Business Combination, aand ~~financially~~the ~~unstable~~future ~~business~~exercise ~~or an~~of ~~entity~~such ~~lacking~~rights anmay ~~established~~adversely ~~record~~affect the market price of ~~revenue~~our orClass A ~~earnings~~common stock.

ToAt ~~the~~or ~~extent~~after wethe ~~complete~~time of our initial Business Combination, ~~with~~our ~~an early-stage~~initial stockholders and their permitted transferees can demand that we register the resale of their founder shares after those shares convert to shares of our Class ~~company~~A common stock. In addition, aour ~~financially~~Sponsor ~~unstable~~and ~~business~~its orpermitted antransferees ~~entity~~can ~~lacking~~demand anthat ~~established~~we ~~record~~register the resale of ~~sales~~the orPrivate ~~earnings~~Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, weand holders of warrants that may be ~~affected~~issued byupon ~~numerous~~conversion ~~risks~~of ~~inherent~~working incapital loans may demand that we register the ~~operations~~resale of such warrants or the ~~business~~shares ~~with~~of ~~which~~Class A wecommon ~~combine~~stock issuable upon exercise of such warrants. ~~These~~We ~~risks~~will ~~include investing~~bear inthe acost ~~business~~of ~~without~~registering athese ~~proven~~securities. ~~business~~The ~~model~~registration and ~~with~~availability ~~limited~~of ~~historical~~such ~~financial~~a ~~data,~~significant ~~volatile~~number ~~revenues~~of orsecurities ~~earnings,~~for ~~intense~~trading ~~competition~~in ~~and~~the ~~difficulties~~public inmarket ~~obtaining~~may ~~and~~have ~~retaining~~an ~~key~~adverse ~~personnel.~~effect ~~Although~~on the market price of our ~~directors~~Class A ~~and~~common ~~officers will~~stock. ~~endeavor~~In toaddition, ~~evaluate~~the existence of the ~~risks~~registration ~~inherent~~rights inmay amake ~~particular~~our ~~target~~initial ~~business,~~Business weCombination ~~may~~more ~~not~~costly beor ~~able~~difficult to ~~properly~~conclude. ~~ascertain~~This oris ~~assess~~because ~~all~~the stockholders of the ~~significant~~target ~~risk~~business ~~factors~~may ~~and~~increase wethe ~~may~~equity ~~not~~stake ~~have~~they ~~adequate~~seek ~~time~~in the combined entity or ask for more cash consideration to ~~complete~~offset ~~due~~the ~~diligence.~~negative ~~Furthermore,~~impact ~~some~~on the market price of ~~these~~ ~~risks~~our ~~may~~Class A becommon ~~outside~~stock that is expected when the shares of common stock owned by our ~~control~~initial ~~and~~stockholders ~~leave~~or ustheir ~~with~~permitted notransferees, ~~ability~~our toPrivate ~~control~~Placement Warrants or ~~reduce~~warrants ~~the~~issued ~~chances~~in ~~that~~connection ~~those~~with ~~risks~~working ~~will~~capital ~~adversely~~loans ~~impact~~are aregistered ~~target~~for ~~business~~resale.

We15 are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our Company from a financial point of view.

~~Unless~~Table ~~we complete our initial Business Combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our Company from a financial point~~ of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board 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 tender offer documents or proxy solicitation materials, as applicable, related to our initial Business Combination. Contents

WeBecause ~~may~~we ~~issue~~are ~~additional~~not ~~shares~~limited ~~of Class A common stock or preferred shares~~ to ~~complete~~a ~~our~~particular ~~initial~~industry, ~~Business~~sector ~~Combination~~or geography or ~~under~~any anspecific ~~employee incentive~~target ~~plan~~businesses ~~after~~with ~~completion~~which ofto pursue our initial Business Combination., Weyou may ~~also~~be ~~issue~~unable ~~shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater than one-~~to~~-one~~ atascertain the ~~time~~merits ofor ~~our~~risks ~~initial Business Combination as a result~~ of ~~the~~any ~~anti-dilution~~particular ~~provisions~~target ~~contained~~business’s ~~in our amended and restated certificate of incorporation~~operations. ~~Any such issuances would dilute the interest of our stockholders and likely present other risks.~~

~~Our~~We may seek to complete a Business Combination with an operating company of any size (subject to our satisfaction of the 80% of net asset test) and in any industry, sector or geography. However, we will not, under our amended and restated certificate of incorporation, ~~authorizes~~be permitted to effectuate our initial Business Combination solely with another blank check company or similar company with nominal operations. To the ~~issuance~~extent ofwe ~~up to~~complete ~~500~~our initial Business Combination,~~000,000 shares~~ ofwe ~~Class A~~may ~~common~~be ~~stock,~~affected ~~par~~by ~~value~~numerous $0risks inherent in the business operations with which we combine.~~0001~~ ~~per~~For ~~share~~example, ~~20,000,000 shares~~if we combine with a financially unstable business or an entity lacking an established record of ~~Class B~~sales ~~common~~or ~~stock~~earnings, ~~par~~we ~~value~~may ~~$0.0001~~be ~~per~~affected ~~share,~~by the risks inherent in the business and ~~5,000,000 shares~~operations of ~~undesignated~~a ~~preferred~~financially ~~stock,~~unstable ~~par~~or ~~value~~development ~~$0.0001~~stage ~~per share~~entity. AsAlthough ofour ~~December 31,~~directors ~~2020,~~and ~~there~~officers ~~were~~will ~~460,716,667~~endeavor ~~and~~to 13evaluate the risks inherent in a particular target business,~~531,250~~ ~~authorized~~we ~~but~~cannot ~~unissued~~assure ~~shares~~you that we will properly ascertain or assess all of ~~Class A~~the ~~and~~significant ~~Class B~~risk ~~common~~factors ~~stock,~~or ~~respectively,~~that ~~available~~we ~~for~~will ~~issuance,~~have ~~which~~adequate ~~amount~~time ~~takes~~to ~~into~~complete ~~account~~due ~~shares~~diligence. ~~reserved~~Furthermore, ~~for issuance~~some ~~upon~~of ~~exercise~~these risks may be outside of ~~outstanding~~our ~~warrants~~control ~~but~~and ~~not~~leave ~~upon~~us ~~conversion~~with ofno ability to control or reduce the ~~Class B~~chances ~~common~~that ~~stock~~those risks will adversely impact a target business. ~~Shares~~We ofalso ~~Class B~~cannot ~~common~~assure ~~stock~~you ~~are~~that ~~convertible~~an ~~into~~investment ~~shares~~in ofour securities will not ultimately prove to be less favorable to our ~~Class A~~investors ~~common~~than ~~stock~~a direct investment, ~~initially~~if atsuch opportunity were available, in a ~~one-for-one ratio~~ ~~but~~Business ~~subject~~Combination totarget. ~~adjustment~~Accordingly, asany ~~set~~stockholder ~~forth~~or ~~herein.~~warrant Asholder ofwho ~~December 31~~chooses to remain a stockholder or warrant holder, ~~2020~~respectively, ~~there~~following ~~were~~our noinitial ~~preferred~~Business ~~shares~~Combination ~~issued~~could suffer a reduction in the value of their securities. Such stockholders and ~~outstanding~~warrant holders are unlikely to have a remedy for such reduction in value.

We may ~~issue~~seek aacquisition ~~substantial~~opportunities ~~number of additional shares of Class A common stock, and may issue shares of preferred stock,~~ in ~~order~~acquisition totargets 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 to redeem the warrants or upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. However, our amended and restated certificate of incorporation will provide, among other things, that ~~prior to our initial Business Combination, we~~ may ~~not~~be ~~issue~~outside ~~additional shares~~ of ~~capital stock that would entitle the holders thereof to (1) receive funds from the Trust Account or (2) vote pursuant to~~ our ~~amended~~management’s ~~and~~areas ~~restated certificate~~ of ~~incorporation on any initial Business Combination or any amendments to our amended and restated certificate of incorporation~~expertise. ~~The issuance of additional shares of common or preferred stock:~~

•We ~~may~~will ~~significantly~~consider ~~dilute~~a ~~the~~Business ~~equity~~Combination ~~interest~~outside of ~~investors~~our inmanagement’s ~~the~~areas ~~Initial~~of ~~Public~~expertise ~~Offering,~~if ~~which~~such ~~dilution~~Business ~~would~~Combination ~~increase~~candidate ifis ~~the~~presented ~~anti-dilution~~to ~~provisions~~us inand we determine that such candidate offers an attractive acquisition opportunity for our Company. In the ~~Class~~event Bwe ~~common~~elect ~~stock~~to ~~resulted~~pursue inan acquisition outside of the ~~issuance~~areas of ~~shares~~our management’s expertise, and our management’s expertise may not be directly applicable to its evaluation or operation, our management’s expertise would not be relevant to an understanding of ~~Class~~the Abusiness ~~common~~that ~~stock~~we onelect to acquire. As a ~~greater~~result, ~~than~~our ~~one-~~management may not be able to~~-one~~ ~~basis~~adequately ~~upon~~ascertain ~~conversion~~or assess all of the ~~Class~~significant Brisk ~~common~~factors ~~stock;~~relevant to such acquisition. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial Business Combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.

17Although 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.

~~Table~~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 ~~Contents~~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 applicable law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other 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 have not completed our initial Business Combination within the required time period, 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.

•16 ~~may subordinate the rights of holders of common stock if shares of preferred stock are 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 is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers;Contents

•We may ~~have~~seek ~~the~~acquisition ~~effect~~opportunities ofwith ~~delaying~~an orearly-stage ~~preventing~~company, a ~~change~~financially ofunstable ~~control~~business ofor usan byentity ~~diluting~~lacking ~~the~~an ~~stock~~established ~~ownership~~record ~~or voting rights~~ of arevenue ~~person~~or ~~seeking~~earnings. ~~to obtain control of us;~~

•To the extent we complete our initial Business Combination with an early-stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may ~~adversely~~be ~~affect~~affected ~~prevailing~~by ~~market~~numerous ~~prices~~risks ~~for~~inherent ~~our~~in ~~units~~the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, ~~Class~~volatile Arevenues ~~common~~or ~~stock~~earnings, intense competition and/ difficulties in obtaining and retaining key personnel. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or ~~warrants;~~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.

•Any due diligence in connection with an initial Business Combination may not ~~result~~reveal inall ~~adjustment~~relevant toconsiderations ~~the~~or ~~exercise~~liabilities ~~price~~ of a target business, which could have a material adverse effect on our ~~warrants~~business, financial condition, results of operations and prospects.

~~Resources~~The ~~could~~due bediligence ~~wasted~~undertaken inwith ~~researching~~respect ~~acquisitions~~to ~~that~~a ~~are~~potential initial Business Combination may not ~~completed,~~reveal ~~which~~all ~~could~~relevant ~~materially~~facts ~~adversely~~that ~~affect~~may ~~subsequent~~be ~~attempts~~necessary to ~~locate~~evaluate ~~and acquire~~such transaction or ~~merge~~to ~~with~~formulate ~~another~~a business strategy. IfFurthermore, wethe ~~have~~information ~~not~~provided ~~completed~~during ~~our~~due ~~initial~~diligence ~~Business~~may ~~Combination~~not ~~within~~be ~~the~~adequate ~~required~~or ~~time~~accurate. ~~period,~~As ~~our~~part ~~Public~~of ~~Stockholders~~the ~~may~~due ~~receive~~diligence ~~only~~process, ~~approximately~~we ~~$10.00~~will ~~per~~also ~~share,~~make orsubjective ~~less~~judgments ~~than~~regarding ~~such~~the ~~amount~~results inof ~~certain circumstances~~operations, onfinancial ~~the~~condition ~~liquidation~~and prospects of ~~our~~a ~~Trust~~potential ~~Account~~initial Business Combination, and ~~our~~these ~~warrants~~judgments ~~will~~may ~~expire~~be ~~worthless~~inaccurate.

WeDue ~~anticipate~~diligence ~~that~~conducted ~~the~~in ~~investigation~~connection ofwith ~~each specific~~an ~~target~~initial ~~business~~Business ~~and~~Combination ~~the~~may ~~negotiation,~~not ~~drafting~~result ~~and~~in ~~execution~~the ofinitial ~~relevant~~Business ~~agreements,~~Combination ~~disclosure~~being ~~documents~~successful. ~~and~~If ~~other~~the ~~instruments~~due ~~will~~diligence ~~require~~investigation ~~substantial~~fails ~~management~~to ~~time~~identify ~~and~~material ~~attention~~information ~~and~~regarding ~~substantial~~an ~~costs for accountants~~opportunity, ~~attorneys~~or ~~and others.~~if If we ~~decide~~consider ~~not~~such tomaterial ~~complete~~risks ato ~~specific~~be ~~initial~~commercially ~~Business~~acceptable ~~Combination,~~relative ~~the costs incurred up~~ to ~~that point for~~ the ~~proposed transaction likely would not be recoverable. Furthermore~~opportunity, ifand we ~~reach~~proceed with 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.~~company ~~Any~~may ~~such~~subsequently ~~event~~incur ~~will~~substantial ~~result~~impairment incharges aor ~~loss~~other tolosses. usIn ofaddition, ~~the~~following ~~related~~an ~~costs~~initial ~~incurred~~Business ~~which~~Combination, ~~could~~we ~~materially~~may ~~adversely~~be ~~affect subsequent~~subject ~~attempts~~ to ~~locate~~significant, ~~and~~previously ~~acquire~~undisclosed orliabilities ~~merge~~of ~~with~~the ~~another~~acquired business. Ifthat wewere ~~have~~ not ~~completed~~identified ~~our~~during ~~initial~~due ~~Business~~diligence ~~Combination~~and ~~within~~which ~~the~~could ~~required~~have ~~time~~a ~~period,~~material ~~our~~adverse ~~Public~~effect ~~Stockholders~~on ~~may~~our ~~receive only approximately $10.00 per share~~business, orfinancial ~~less in certain circumstances~~condition, onresults ~~the liquidation~~ of ~~our~~operations ~~Trust Account~~ and ~~our warrants will expire worthless~~prospects.

We ~~may~~are ~~engage~~not inrequired ato ~~Business~~obtain ~~Combination~~an ~~with one~~opinion from an independent investment banking firm or ~~more~~from ~~target~~an ~~businesses~~independent ~~that~~accounting firm regarding fairness. Consequently, you may have ~~relationships~~no ~~with~~assurance ~~entities~~from an independent source that ~~may~~the beprice ~~affiliated~~we ~~with~~are ~~our~~paying ~~Sponsor,~~for ~~directors~~the orbusiness ~~officers~~is ~~which~~fair ~~may~~to ~~raise~~our ~~potential~~Company ~~conflicts~~from a financial point of ~~interest~~view.

InUnless ~~light~~we ofcomplete ~~the involvement of~~ our ~~Sponsor,~~initial ~~directors~~Business ~~and~~Combination ~~officers~~ with ~~other~~an ~~entities~~affiliated entity, we ~~may~~are ~~decide~~not required to ~~acquire~~obtain ~~one~~an oropinion ~~more~~that ~~businesses~~the ~~affiliated~~price ~~with~~we ~~our Sponsor,~~are ~~directors~~paying ~~and~~is ~~officers.~~fair ~~Certain~~to of our ~~directors~~Company ~~and~~from ~~officers~~a ~~also~~financial ~~serve~~point ~~as officers and board members for other entities, including those described under “Item 10. Directors, Executive Officers and Corporate Governance — Conflicts~~ of ~~Interest~~view.” ~~Such~~If ~~entities~~no ~~may~~opinion ~~compete~~is ~~with~~obtained, usour ~~for~~stockholders ~~Business Combination opportunities. Although we~~ will ~~not~~ be ~~specifically~~relying ~~focusing~~ on, orthe ~~targeting,~~judgment any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a Business Combination and such transaction was approved by a majority of our ~~independent~~board ~~and disinterested directors. Despite our agreement that we, or a committee~~ of ~~independent~~ ~~and disinterested~~ directors, who will ~~obtain~~determine anfair ~~opinion~~market ~~from~~value anbased ~~independent~~on ~~investment~~standards ~~banking~~generally ~~firm,~~accepted orby ~~from another independent entity that commonly renders valuation opinions, regarding~~ the ~~fairness to our Company from a~~ financial ~~point~~community. ~~of view~~Such ofstandards anused ~~initial~~will ~~Business~~be ~~Combination~~disclosed ~~with~~in ~~a business that is an affiliate of~~ our ~~Sponsor,~~tender ~~officers~~offer documents or ~~directors,~~proxy ~~potential~~solicitation ~~conflicts of interest still may exist and~~materials, as ~~a result~~applicable, ~~the~~related ~~terms~~to ofour ~~the~~initial Business Combination ~~may not be as advantageous to our Public Stockholders as they would be absent any conflicts of interest~~.

~~Since~~We may engage the underwriters from our ~~initial~~Initial ~~stockholders~~Public ~~will~~Offering ~~lose~~or any of their ~~entire~~affiliates ~~investment~~to inprovide additional services to us if. ~~our~~The ~~initial~~underwriters ~~Business~~are ~~Combination~~entitled isto ~~not~~receive ~~completed,~~deferred acommissions ~~conflict~~that ofwill ~~interest~~be ~~may~~released ~~arise~~from inthe ~~determining~~trust ~~whether~~only on a ~~particular~~completion of an initial Business Combination. ~~target~~These isfinancial ~~appropriate~~incentives ~~for~~may ~~our~~cause ~~initial~~the ~~Business~~underwriters ~~Combination~~to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering.

~~Our~~We ~~initial~~may ~~stockholders~~engage ~~hold~~the ~~6,468,750~~underwriters ~~founder~~from ~~shares~~our asInitial ofPublic ~~the~~Offering ~~date~~or any of ~~this~~their ~~Annual~~affiliates ~~Report~~to provide additional services to us, including, 6for example,~~368~~ identifying potential targets,~~750~~ ~~held~~providing byfinancial ~~our~~advisory ~~Sponsor~~services, acting as a placement agent in a private offering or arranging debt financing. ~~The~~We ~~founder~~may ~~shares~~pay ~~will~~ the underwriters or any of their affiliates fair and reasonable fees or other compensation that would be ~~worthless~~determined ifat wethat dotime ~~not~~in ~~complete~~an arm’s length negotiation. The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial Business Combination. InThe ~~addition,~~fact ~~our~~that ~~Sponsor~~the ~~purchased~~underwriters anor ~~aggregate~~any of ~~4,783,333~~their ~~Private~~affiliates’ ~~Placement~~financial ~~Warrants~~interests are tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, ~~each~~including ~~exercisable~~potential ~~for~~conflicts ~~one~~of interest in connection with the sourcing and consummation of an initial Business Combination.

1817

Table of Contents

We may issue additional shares of Class A common stock or preferred shares 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

share of our Class A common stock, for a purchase price of $7,175,000 in the aggregate, or $1.50 per warrant, that will also be worthless if we do not complete a Business Combination. Each Private Placement Warrant may be exercised for one ~~share of our Class A common stock at a price of $11.50 per share, subject~~ -to ~~adjustment as provided herein.~~ -one

at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks.

Our amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 5,000,000 shares of undesignated preferred stock, par value $0.0001 per share. As of December 31, 2021, there were 460,716,667 and 13,531,250 authorized but unissued shares of Class A and Class B common stock, respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not upon conversion of the Class B common stock. Shares of Class B common stock are convertible into shares of our Class A common stock, initially at a

The founder shares are identical to the shares of Class A common stock included in the Units except that: (1) prior to our initial Business Combination, only holders of our Class B common stock have the right to vote on the election of directors and holders of a majority of our outstanding shares of Class B common stock may remove a member of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions contained in a letter agreement that our initial stockholders, directors and officers have entered into with us; (3) pursuant to such letter agreement, our initial stockholders, directors and officers have agreed to waive: (i) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial Business Combination; (ii) their redemption rights with respect to any founder shares and Public Shares held by them 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 allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if we fail to complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial Business Combination within the prescribed time frame); (4) the founder shares will automatically convert into shares of our Class A common stock at the time of our initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and (5) the founder shares are entitled to registration rights. If we submit our initial Business Combination to our Public Stockholders for a vote, our initial stockholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any Public Shares held by them purchased during or after the Initial Public Offering in favor of our initial Business Combination. While we do not expect our board of directors to approve any amendment to or waiver of the letter agreement or registration rights agreement prior to our initial Business Combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to or waivers of such agreements in connection with the consummation of our initial Business Combination. Any such amendments or waivers would not require approval from our stockholders, may result in the completion of our initial Business Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. ratio

but subject to adjustment as set forth herein. As of December 31, 2021, there were no preferred shares issued and outstanding.

We may issue a substantial number of additional shares of Class A common stock, and may issue shares of preferred stock, in order 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 to redeem the warrants or upon conversion of the Class B common stock at a ratio greater than

The personal and financial interests of our Sponsor, directors and officers may influence their motivation in identifying and selecting a target Business Combination, completing an initial Business Combination and influencing the operation of the business following the initial Business Combination. This risk may become more acute as the deadline for completing our initial Business Combination nears. one-to-one at

the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. However, our amended and restated certificate of incorporation will provide, 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 (1) receive funds from the Trust Account or (2) vote pursuant to our amended and restated certificate of incorporation on any initial Business Combination or any amendments to our amended and restated certificate of incorporation. The issuance of additional shares of common or preferred stock:

We• may ~~issue~~significantly ~~notes~~dilute orthe ~~other~~equity ~~debt~~interest ~~securities~~of public investors, orwhich ~~otherwise~~dilution ~~incur~~would ~~substantial~~increase ~~debt, to~~if ~~complete~~the aanti-dilution ~~Business~~provisions ~~Combination,~~in ~~which~~the ~~may~~Class ~~adversely~~B ~~affect~~common ~~our~~stock ~~leverage~~resulted ~~and~~in ~~financial~~the ~~condition~~issuance ~~and~~of ~~thus~~shares ~~negatively~~of ~~impact~~Class ~~the~~A ~~value~~common ofstock ~~our~~on ~~stockholders’~~a ~~investment~~greater inthan ~~us.~~one-to-one basis upon conversion of the Class B common stock;

We• may ~~choose~~subordinate ~~to incur substantial debt to complete our initial Business Combination. We have agreed that we will not incur any indebtedness unless we have obtained from~~ the ~~lender~~rights ~~a waiver~~ of ~~any~~holders ~~right, title, interest or claim~~ of ~~any~~common ~~kind~~stock inif orshares ~~to the monies held in the Trust Account. As such, no issuance~~ of ~~debt~~preferred ~~will~~stock ~~affect~~are ~~the~~issued ~~per-share amount~~with ~~available for~~rights ~~redemption~~senior ~~from~~to ~~the~~those ~~Trust~~afforded ~~Account.~~our ~~Nevertheless,~~common ~~the incurrence of debt could have a variety of negative effects, including:~~ stock;

• ~~default~~could ~~and~~cause ~~foreclosure~~a onchange ~~our~~of ~~assets~~control if a substantial number of shares of our ~~operating~~common ~~revenues~~stock ~~after~~is anissued, ~~initial~~which ~~Business~~may ~~Combination~~affect, ~~are~~among ~~insufficient~~other things, our ability to ~~repay~~use our ~~debt~~net ~~obligations~~operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers;

• ~~acceleration~~may ofhave ~~our obligations to repay~~ the ~~indebtedness~~effect ~~even~~of ifdelaying weor ~~make~~preventing ~~all~~a ~~principal~~change ~~and~~of ~~interest~~control ~~payments~~of ~~when~~us ~~due~~by ifdiluting wethe ~~breach~~stock ~~certain~~ownership ~~covenants~~or ~~that~~voting ~~require~~rights ~~the maintenance~~ of ~~certain~~a ~~financial~~person ~~ratios~~seeking orto ~~reserves~~obtain ~~without~~control ~~a waiver or renegotiation~~ of ~~that covenant~~us;

19• may adversely affect prevailing market prices for our units, Class A common stock and/or warrants; and

~~Table~~• may not result in adjustment to the exercise price of ~~Contents~~our warrants.

•Resources ~~our~~could ~~immediate~~be ~~payment~~wasted ofin ~~all~~researching ~~principal~~acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and ~~accrued~~acquire ~~interest~~or merge with another business. If we have not completed our initial Business Combination within the required time period, ifour ~~any~~Public Stockholders may receive only approximately $10.00 per share, ifor ~~the~~less ~~debt~~than issuch ~~payable~~amount in certain circumstances, on ~~demand;~~the liquidation of our Trust Account and our warrants will expire worthless.

•We ~~our~~anticipate ~~inability~~that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to ~~obtain~~complete ~~necessary~~a ~~additional~~specific ~~financing~~initial ifBusiness Combination, the ~~debt~~costs ~~contains~~incurred ~~covenants~~up ~~restricting~~to ~~our~~that ~~ability~~point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to ~~obtain~~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 ~~financing~~event ~~while~~will ~~the~~result ~~debt~~in isa ~~outstanding;~~

•18 ~~our inability to pay dividends on our common stock;~~

•Table ~~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, expenses, capital expenditures, acquisitions and other general corporate purposes;Contents

• ~~limitations~~loss onto ~~our~~us ~~flexibility~~of inthe ~~planning~~related ~~for~~costs ~~and~~incurred ~~reacting~~which could materially adversely affect subsequent attempts to ~~changes~~locate inand ~~our~~acquire or merge with another business. ~~and~~If inwe have not completed our initial Business Combination within the ~~industry~~required time period, our Public Stockholders may receive only approximately $10.00 per share, or less in ~~which~~certain wecircumstances, ~~operate;~~on the liquidation of our Trust Account and our warrants will expire worthless.

•We ~~increased~~may ~~vulnerability~~engage toin ~~adverse~~a ~~changes~~Business inCombination ~~general~~with ~~economic~~one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, ~~industry~~directors ~~and~~or ~~competitive~~officers ~~conditions~~which ~~and~~may ~~adverse~~raise ~~changes~~potential inconflicts ~~government~~of ~~regulation;~~interest. ~~and~~

•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 and officers. Certain of our directors and officers also serve as officers and board members for ~~expenses~~other entities, ~~capital~~including ~~expenditures~~those described under “Item 10. Directors, ~~acquisitions~~Executive Officers and Corporate Governance — Conflicts of Interest.” Such entities may compete with us for Business Combination opportunities. Although we will not be specifically focusing on, ~~debt~~or ~~service~~targeting, ~~requirements~~any transaction with any affiliated entities, ~~execution~~we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a Business Combination and such transaction was approved by a majority of our ~~strategy~~independent and ~~other~~disinterested ~~purposes~~directors. Despite our agreement that we, or a committee of independent and ~~other~~disinterested ~~disadvantages~~directors, ~~compared~~will obtain an opinion from an independent investment banking firm, or from another independent entity that commonly renders valuation opinions, regarding the fairness to our ~~competitors~~Company ~~who~~from ~~have~~a ~~less~~financial ~~debt~~point of view of an initial Business Combination with a business that is an affiliate of our Sponsor, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous to our Public Stockholders as they would be absent any conflicts of interest.

WeSince ~~may~~our beinitial ~~able~~stockholders towill ~~complete~~lose ~~only~~their ~~one~~entire ~~Business~~investment ~~Combination~~in ~~with~~us ~~the~~if ~~proceeds~~our ofinitial ~~the~~Business ~~Initial~~Combination ~~Public~~is ~~Offering~~not ~~and the sale of the Private Placement Warrants~~completed, ~~which will cause us to be solely dependent on~~ a ~~single~~conflict ~~business~~of ~~which~~interest may ~~have~~arise ain ~~limited~~determining ~~number~~whether ofa ~~products~~particular orBusiness ~~services.~~Combination ~~This~~target ~~lack~~is ofappropriate ~~diversification~~for ~~may negatively impact~~ our ~~operations~~initial ~~and~~Business ~~profitability~~Combination.

WeOur ~~may effectuate our~~ initial ~~Business~~stockholders ~~Combination~~hold ~~with~~6,468,750 afounder ~~single~~shares ~~target~~as ~~business~~of orthe ~~multiple~~date ~~target~~of ~~businesses~~this ~~simultaneously~~Annual orReport, ~~within~~including a6,368,750 ~~short~~held ~~period~~by ofour ~~time~~Sponsor. ~~However,~~ weThe ~~may~~founder ~~not~~shares will be ~~able~~worthless toif ~~effectuate~~we ~~our~~do not complete an initial Business Combination. ~~with~~In ~~more~~addition, ~~than~~our ~~one~~Sponsor ~~target~~purchased ~~business~~an ~~because~~aggregate of ~~various factors~~4,783,333 ~~including~~Private ~~the~~Placement ~~existence~~Warrants, ofeach ~~complex~~exercisable ~~accounting~~for ~~issues~~one ~~and~~share ~~the~~of ~~requirement~~our ~~that~~Class A wecommon ~~prepare~~stock, ~~and~~for ~~file~~a ~~pro~~purchase ~~forma financial~~price ~~statements~~of ~~with~~$7,175,000 in the ~~SEC~~aggregate, ~~that~~or ~~present~~$1.50 ~~operating~~per ~~results~~warrant, ~~and~~that ~~the~~will ~~financial~~also ~~condition~~be ofworthless ~~several target businesses as~~ if ~~they~~we ~~had~~do ~~been~~not ~~operated~~complete on a ~~combined basis. By completing our initial~~ Business Combination. ~~with~~Each ~~only~~Private aPlacement ~~single~~Warrant ~~entity our lack of diversification~~ may ~~subject~~be usexercised tofor ~~numerous~~one ~~economic,~~share ~~competitive~~of ~~and regulatory risks. Further, we would not be able to diversify~~ our ~~operations~~Class A orcommon ~~benefit~~stock ~~from~~at ~~the~~a ~~possible~~price ~~spreading~~ of ~~risks~~$11.50 orper ~~offsetting of losses~~share, ~~unlike~~subject ~~other entities which may have the resources~~ to ~~complete~~adjustment ~~several~~as ~~Business~~provided ~~Combinations in different industries or different areas of a single industry~~herein. ~~Accordingly, the prospects for our success may be:~~

~~• solely dependent upon the performance of a single business, property or asset; or~~pre-initial Business

Combination activity; and (iii) their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if we fail to complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial Business Combination within the prescribed time frame); (4) the founder shares will automatically convert into shares of our Class A common stock at the time of our initial Business Combination, or earlier at the option of the holder, on a

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

subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and (5) the founder shares are entitled to registration rights. If we submit our initial Business Combination to our Public Stockholders for a vote, our initial stockholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any Public Shares held by them purchased during or after the Initial Public Offering in favor of our initial Business Combination. While we do not expect our board of directors to approve any amendment to or waiver of the letter

~~This~~19 lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial Business Combination.

WeTable ~~may attempt~~of 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. Contents

If weagreement ~~determine~~or toregistration ~~simultaneously~~rights ~~acquire~~agreement ~~several~~prior ~~businesses~~to ~~that~~our ~~are~~initial ~~owned~~Business ~~by different sellers~~Combination, weit ~~will~~may ~~need~~be ~~for each~~possible ~~of such sellers to agree~~ that our ~~purchase~~board of directors, in exercising its business isjudgment ~~contingent~~and onsubject ~~the~~to ~~simultaneous~~its ~~closings~~fiduciary ofduties, ~~the~~chooses ~~other~~to ~~Business~~approve ~~Combinations,~~one ~~which~~or ~~may~~more ~~make~~amendments itto ~~more~~or ~~difficult~~waivers ~~for~~of ~~us,~~such ~~and~~agreements ~~delay~~in ~~our~~connection ~~ability,~~with tothe ~~complete~~consummation of our initial Business Combination. ~~With~~Any ~~multiple~~such ~~Business~~amendments ~~Combinations,~~or wewaivers ~~could~~would ~~also~~not ~~face~~require ~~additional~~approval ~~risks,~~from ~~including~~our ~~additional~~stockholders, ~~burdens~~may ~~and~~result ~~costs~~in ~~with~~the ~~respect~~completion toof ~~possible~~our ~~multiple~~initial ~~negotiations~~Business ~~and~~Combination ~~due~~that ~~diligence~~may ~~investigations~~not ~~(if~~otherwise ~~there~~have ~~are~~been ~~multiple~~possible, ~~sellers)~~ and ~~the additional~~may ~~risks~~have ~~associated~~an ~~with~~adverse ~~the~~effect ~~subsequent~~on ~~assimilation of~~ the ~~operations~~value ~~and services or products~~ of ~~the~~an ~~acquired~~investment ~~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~~securities.

20The personal and financial interests of our Sponsor, directors and officers may influence their motivation in identifying and selecting a target Business Combination, completing an initial Business Combination and influencing the operation of the business following the initial Business Combination. This risk may become more acute as the deadline for completing our initial Business Combination nears.

~~Table~~We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of ~~Contents~~our stockholders’ investment in us.

We may choose to incur substantial debt to complete our initial Business Combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the

We may attempt to complete our initial Business Combination with a private company about which little information is available, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all. per-share amount

available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

~~In pursuing~~• ~~our~~default ~~acquisition~~and ~~strategy,~~foreclosure weon ~~may seek to effectuate~~ our ~~initial~~assets ~~Business~~if ~~Combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make~~ our ~~decision~~operating ~~on whether~~revenues toafter ~~pursue~~an ~~a potential~~ initial Business Combination onare ~~the~~insufficient ~~basis~~to ofrepay ~~limited~~our ~~information,~~debt ~~which may result in a Business Combination with a company that is not as profitable as we suspected, if at all.~~ obligations;

We• doacceleration ~~not~~of ~~have~~our aobligations ~~specified~~to ~~maximum~~repay ~~redemption~~the ~~threshold.~~indebtedness ~~The~~even ~~absence~~if ofwe ~~such~~make aall ~~redemption~~principal ~~threshold~~and ~~may~~interest ~~make~~payments itwhen ~~possible~~due ~~for~~if uswe tobreach ~~complete~~certain acovenants ~~Business Combination~~that ~~with~~require ~~which~~the amaintenance ~~substantial~~of ~~majority~~certain offinancial ~~our~~ratios ~~stockholders~~or doreserves ~~not~~without ~~agree.~~a waiver or renegotiation of that covenant;

~~Our~~• ~~amended and restated certificate of incorporation do not provide a specified maximum redemption threshold, except that in no event will we redeem~~ our ~~Public~~immediate ~~Shares~~payment in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. As a result, we may be able to complete our initial Business Combination even though a substantial majority of ~~our~~all ~~Public~~principal ~~Stockholders do not agree with the transaction~~ and ~~have~~accrued ~~redeemed their shares or~~interest, if we seek stockholder approval of our initial Business Combination and do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, directors, officers, advisors or any of their respective affiliates. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, weif ~~will not complete~~ the ~~Business Combination~~debt oris ~~redeem~~payable ~~any~~on shares, and 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 (including, potentially, with the same target). demand;

In• ~~order~~our inability to ~~effectuate~~obtain annecessary ~~initial~~additional ~~Business~~financing ~~Combination,~~if ~~blank check companies have, in~~ the ~~past,~~debt ~~amended~~contains ~~various~~covenants ~~provisions~~restricting ~~of their charters and modified governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend~~ our ~~amended~~ability ~~and restated certificate of incorporation or governing instruments, including our warrant agreement, in a manner that will make it easier for us~~ to ~~complete~~obtain ~~our~~such ~~initial~~financing ~~Business~~while ~~Combination~~the ~~that~~debt ~~some~~is ~~of our stockholders or warrant holders may not support.~~ outstanding;

In• order to effectuate an initial Business Combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of Business Combination, increased redemption thresholds, extended the time to consummate an initial Business Combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. We cannot assure you that we will not seek to amend our ~~charter~~inability ~~or governing instruments or extend the time~~ to ~~consummate~~ anpay ~~initial~~dividends ~~Business~~on ~~Combination in order to effectuate~~ our ~~initial~~common Business Combination. To the extent any such amendment would be deemed to fundamentally change the nature of any of the securities offered through the registration statement, we would register, or seek an exemption from registration for, the affected securities. stock;

~~Certain~~• ~~provisions~~using ofa ~~our~~substantial ~~amended~~portion ~~and restated certificate~~ of ~~incorporation~~our ~~that~~cash ~~relate~~flow to ~~our~~pay ~~pre-Business~~principal ~~Combination activity (~~and ~~corresponding~~interest ~~provisions~~on ~~of the agreement governing the release of funds from~~ our ~~Trust~~debt, ~~Account)~~which ~~may~~will bereduce ~~amended with~~ the ~~approval~~ offunds ~~holders~~available offor atdividends ~~least~~on ~~65% of~~ our ~~outstanding~~ common stock, ~~which~~if ~~is a lower amendment threshold than that of some other blank check companies. It may be easier for us~~declared, ~~therefore~~expenses, tocapital ~~amend~~expenditures, ~~our~~acquisitions ~~amended~~ and ~~restated~~other ~~certificate~~general ~~of incorporation~~corporate ~~and the trust agreement to facilitate the completion of an initial Business Combination that some of our stockholders may not support.~~ purposes;

~~Our~~• ~~amended~~limitations ~~and~~on ~~restated~~our ~~certificate~~flexibility ofin ~~incorporation~~planning ~~will~~for ~~provide~~and ~~that~~reacting ~~any of its provisions (other than amendments relating~~ to ~~the~~changes ~~election~~in ~~or removal of directors prior to~~ our ~~initial~~business ~~Business~~and ~~Combination,~~in ~~which require~~ the ~~approval~~industry byin ~~holders~~which ofwe ~~a majority of at least 90% of the issued and outstanding shares of our common stock voting at a~~ operate;

21• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

~~Table~~• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of ~~Contents~~our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

~~stockholder~~The ~~meeting)~~value ~~related to pre-Business Combination activity (including the requirement to deposit proceeds~~ of the ~~Initial~~Founder ~~Public~~Shares ~~Offering~~following ~~and the~~completion ~~sale~~ of the Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances and to provide redemption rights to Public Stockholders as described herein) may be amended if approved by holders of at least 65% of our issued and outstanding common stock, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least 65% of our issued and outstanding common stock. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of a majority of the issued and outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior to our initial Business Combination, ~~the affirmative vote of holders of a majority of the issued and outstanding shares of our Class B common stock~~ is ~~required~~likely to ~~approve~~be ~~the~~substantially ~~election~~higher orthan removal of directors. We may not issue additional securities that can vote pursuant to our amended and restated certificate of incorporation on any initial Business Combination or any amendments to our amended and restated certificate of incorporation. Our initial stockholders, who beneficially own 20% of our common stock, may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the ~~discretion~~ tonominal ~~vote~~price inpaid ~~any~~for ~~manner they choose. As a result~~them, weeven ~~may~~if ~~be able to amend~~ the ~~provisions~~trading price of our ~~amended~~ordinary ~~and~~at ~~restated~~such ~~certificate~~time ofis ~~incorporation~~substantially ~~which~~less ~~will govern our pre-Business combination behavior more easily~~ than ~~some~~$10.00 ~~other~~per ~~blank check companies, and this may increase our ability to complete our initial Business Combination with which you do not agree~~share.

Our ~~initial~~Sponsor ~~stockholders~~has ~~have~~invested agreed, pursuant to a written agreement, 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 allow redemptions in ~~connection~~us ~~with~~an ~~our~~aggregate ~~initial Business Combination or to redeem 100%~~ of ~~our~~$7,200,000, ~~Public~~comprised ~~Shares if we do not complete our initial Business Combination within 24 months from the closing~~ of the ~~Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity~~$25,000 ~~unless~~purchase ~~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~~for ~~in cash, equal to~~ the ~~aggregate amount~~Founder ~~then~~Shares onand ~~deposit in~~ the ~~Trust Account~~$7, ~~including interest (which interest shall be net of taxes payable)~~175,000 ~~divided~~purchase byprice for the ~~number~~Private ofPlacement ~~then issued and outstanding Public Shares~~Warrants. ~~These~~Assuming ~~agreements are contained in~~ a ~~letter~~trading ~~agreement~~price ~~that~~of ~~we have entered into with our Sponsor, directors and officers~~$10.00 ~~Our~~per ~~Public~~share ~~Stockholders~~upon ~~are~~consummation ~~not parties to, or third-party beneficiaries~~ of, ~~this~~our ~~agreement~~initial ~~and,~~Business ~~as a result~~Combination, ~~will not have~~ the ~~ability to pursue remedies against our Sponsor~~6, ~~directors or officers for any breach of these agreements. As a result~~368,750 inFounder ~~the~~Shares ~~event~~held ofby ~~a breach,~~ our ~~Public~~Sponsor ~~Stockholders would need to pursue a stockholder derivative action, subject to applicable law.~~

We20 may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular Business Combination.

IfTable ~~the net proceeds~~ of the Initial Public Offering and the sale of the Private Placement Warrants available to us 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 redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial Business Combination or the terms of negotiated transactions to purchase shares in connection with our initial Business Combination, we may be required to seek additional financing or to abandon the proposed Business Combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial Business Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative target business candidate. Contents

In ~~addition~~would have an aggregate implied value of $63,687,500. ~~even~~Even if wethe dotrading ~~not~~price ~~need~~of ~~additional~~our ~~financing~~ordinary toshares ~~complete~~were ~~our~~as ~~initial~~low ~~Business~~as ~~Combination~~$1.13 per share, weand ~~may~~the ~~require~~Private ~~such~~Placement ~~financing~~Warrants towere ~~fund~~worthless, the ~~operations~~value ~~or growth~~ of the ~~target~~Founder ~~business.~~Shares ~~The~~held ~~failure~~by our Sponsor would be equal to ~~secure~~the ~~additional~~Sponsor’s ~~financing~~initial ~~could~~investment ~~have~~in aus. ~~material~~As ~~adverse~~a ~~effect~~result, onour ~~the~~Sponsor ~~continued~~is ~~development~~likely orto ~~growth~~be ofable ~~the~~to ~~target~~make ~~business.~~a ~~None~~substantial ofprofit ~~our~~on ~~directors,~~its ~~officers~~investment orin ~~stockholders~~us isat ~~required~~a totime ~~provide~~when ~~any financing~~our topublic usshares inhave ~~connection~~lost ~~with~~significant orvalue ~~after~~and our ~~initial~~warrants ~~Business~~are ~~Combination~~worthless. IfAccordingly, weour ~~have~~management ~~not~~team, ~~completed~~some ~~our~~of ~~initial~~whom ~~Business~~own ~~Combination~~interests ~~within~~in ~~the~~our ~~required~~Sponsor, ~~time~~may ~~period,~~be ~~our~~more ~~Public~~willing ~~Stockholders~~to ~~may~~pursue ~~receive~~a ~~only~~business ~~approximately~~combination ~~$10.00~~with ~~per~~a ~~share,~~riskier or less in-established ~~certain~~target ~~circumstances,~~business onthan would be the ~~liquidation~~case ofif our ~~Trust~~Sponsor ~~Account,~~had ~~and~~paid the same per share price for the Founder Shares as our ~~warrants~~public ~~will~~shareholders ~~expire~~paid ~~worthless~~for their public shares.

22We may be able to complete only one Business Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

~~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 initial 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 financial, economic, competitive and regulatory risks. 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. Accordingly, the prospects for our success may be:

~~Our~~• ~~initial~~solely ~~stockholders~~dependent ~~will~~upon ~~control~~ the ~~election~~performance of ~~our board of directors until consummation of our initial Business Combination and will hold~~ a ~~substantial~~single ~~interest in us. As a result~~business, ~~they~~property ~~will~~or ~~elect~~asset; ~~all of our directors prior to our initial Business Combination and may exert a substantial influence on actions requiring stockholder vote, potentially in a manner that you do not support.~~ or

~~Our~~• ~~initial~~dependent ~~stockholders~~upon ~~own 20% of our issued and outstanding shares of common stock. In addition, prior to our initial Business Combination, holders of~~ the ~~founder~~development ~~shares~~or ~~will~~market ~~have~~acceptance ~~the right to elect all~~ of our directors and may remove members of the board of directors for any reason. Holders of our Public Shares will have no right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended by holders of a ~~majority~~single ofor atlimited ~~least~~number ~~90%~~ of ~~the issued and outstanding shares of our common stock voting at a stockholder meeting. As a result~~products, ~~you~~processes ~~will~~or ~~not have any influence over the election of directors prior to our initial Business Combination~~services.

InThis ~~addition,~~lack ~~as a result~~ of ~~their~~diversification ~~substantial ownership in our Company, our initial stockholders~~ may ~~exert~~subject aus ~~substantial~~to ~~influence~~numerous ~~on other actions requiring a stockholder vote~~financial, ~~potentially in a manner that you do not support~~economic, ~~including~~competitive ~~amendments to our amended~~ and ~~restated~~regulatory ~~certificate~~risks, ofany ~~incorporation~~or ~~and~~all ~~approval~~ of ~~major~~which ~~corporate~~may ~~transactions.~~have Ifa ~~our~~substantial ~~initial~~adverse ~~stockholders~~impact ~~purchase~~upon ~~any additional shares of Class A common stock in~~ the ~~aftermarket~~particular orindustry in ~~privately~~which ~~negotiated~~we ~~transactions,~~may ~~this~~operate ~~would~~subsequent ~~increase~~to ~~their influence over these actions. Accordingly,~~ our initial ~~stockholders will exert significant influence over actions requiring a stockholder vote at least until the completion of our initial~~ Business Combination.

AWe ~~provision~~may ofattempt ~~our~~to ~~warrant~~simultaneously ~~agreement~~complete ~~may~~Business ~~make~~Combinations itwith ~~more~~multiple ~~difficult for~~prospective ustargets, which may hinder our ability to ~~consummate~~complete anour initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

~~Unlike~~If ~~some~~we ~~blank~~determine ~~check~~to ~~companies~~simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other Business Combinations, which may make it more difficult for us, and delay our ability, to complete our initial Business Combination. With multiple Business Combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

•We wemay ~~issue~~attempt ~~additional~~to ~~shares~~complete ofour ~~Class A common stock or equity-linked securities for capital raising purposes in connection with the~~ initial Business Combination atwith ana ~~issue~~private ~~price~~company orabout ~~effective~~which ~~issue~~little ~~price~~information ofis ~~less than $9.20 per share of Class A common stock~~available, ~~(with~~which ~~such~~may ~~issue~~result ~~price or effective issue price to be determined~~ in ~~good~~a ~~faith~~Business byCombination ~~our~~with ~~board~~a ofcompany ~~directors~~that ~~and,~~is innot ~~the~~as ~~case~~profitable ofas ~~any~~we ~~such issuance to the Sponsor or its affiliates~~suspected, ~~without~~if ~~taking~~at ~~into~~all. ~~account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),~~

•In ~~the~~pursuing ~~aggregate~~our ~~gross~~acquisition ~~proceeds~~strategy, ~~from~~we ~~such~~may ~~issuances~~seek ~~represent~~to ~~more~~effectuate ~~than~~our ~~60%~~initial ofBusiness ~~the~~Combination ~~total~~with ~~equity~~a ~~proceeds,~~privately ~~and~~held ~~interest~~company. ~~thereon~~Very little public information generally exists about private companies, ~~available~~and ~~for~~we ~~the~~could ~~funding~~be ofrequired to make our decision on whether to pursue a potential initial Business Combination on the ~~date~~basis of ~~the~~limited ~~completion~~information, ofwhich ~~our~~may ~~initial~~result in a Business Combination ~~(net~~with ofa ~~redemptions)~~company that is not as profitable as we suspected, ~~and~~if at all.

•21 the volume weighted average trading price of our shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share,

~~then~~Table ~~the exercise price~~ of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 and $10.00 per share redemption trigger prices applicable to our warrants will be adjusted (to the nearest cent) to be equal to 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial Business Combination with a target business. Contents

~~Our~~We ~~warrants~~do ~~and~~not ~~founder shares may~~ have ana ~~adverse~~specified ~~effect~~maximum onredemption ~~the market~~threshold. ~~price~~The absence of ~~our~~such ~~Class A~~a ~~common~~redemption ~~stock~~threshold ~~and~~may make it ~~more~~possible ~~difficult~~for us to ~~effectuate~~complete ~~our~~a ~~initial~~ Business Combination with which a substantial majority of our stockholders do not agree.

WeOur ~~have~~amended ~~issued~~and ~~warrants to~~restated ~~purchase~~certificate ~~8,625,000 shares~~ of ~~Class A~~incorporation ~~common~~do ~~stock,~~not atprovide a ~~price~~specified ofmaximum ~~$11.50~~redemption ~~per~~threshold, ~~whole~~except ~~share~~that ~~(subject~~in tono ~~adjustment~~event aswill ~~provided~~we ~~herein),~~redeem asour ~~part~~Public ofShares ~~the~~in ~~Units~~an ~~and,~~amount ~~simultaneously~~that ~~with~~would ~~the~~cause ~~closing~~our ofnet ~~the~~tangible ~~Initial~~assets ~~Public~~to ~~Offering~~be less than $5,000,001 wefollowing ~~issued~~such redemptions, or any greater net tangible asset or cash requirement that may be contained in the ~~Private~~agreement ~~Placement~~relating anto ~~aggregate~~our ofinitial ~~4,783,333~~Business ~~Private~~Combination. ~~Placement~~As ~~Warrants~~a result, ~~each~~we ~~exercisable~~may tobe ~~purchase~~able ~~one~~to ~~share~~complete ofour ~~Class A~~initial ~~common~~Business ~~stock~~Combination ateven though a ~~price~~substantial majority of ~~$11.50~~our ~~per~~Public ~~share,~~Stockholders ~~subject~~do tonot ~~adjustment~~agree aswith ~~provided~~the ~~herein.~~transaction ~~Our~~and ~~initial~~have ~~stockholders currently~~redeemed ~~hold~~their ~~6,468,750~~ shares ofor, ~~Class B~~if ~~common~~we ~~stock.~~seek ~~The~~stockholder ~~shares~~approval of ~~Class B~~our ~~common~~initial ~~stock~~Business ~~are~~Combination ~~convertible~~and ~~into~~do ~~shares~~not ofconduct ~~Class A~~redemptions ~~common~~in ~~stock~~connection onwith ~~a one-for-one basis,~~our ~~subject~~initial toBusiness ~~adjustment~~Combination aspursuant ~~set~~to ~~forth~~the ~~herein.~~tender Inoffer ~~addition~~rules, ifhave ~~our~~entered ~~Sponsor,~~into anprivately ~~affiliate~~negotiated ofagreements to sell their shares to our Sponsor, directors, officers, advisors or ~~certain~~any of ~~our~~their ~~directors~~respective ~~and~~affiliates. ~~officers~~In ~~make any~~the ~~working~~event ~~capital~~the ~~loans,~~aggregate upcash consideration we would be required to ~~$1,500,000~~pay offor ~~such~~all ~~loans~~Public ~~may~~Shares bethat ~~converted~~are ~~into~~validly ~~warrants,~~submitted atfor redemption plus any amount required to satisfy cash conditions pursuant to the ~~price~~terms of ~~$1.50~~the ~~per~~proposed ~~warrant~~Business atCombination exceed the ~~option~~aggregate amount of cash available to us, we will not complete the ~~lender.~~Business ~~Such~~Combination ~~warrants~~or ~~would~~redeem any shares, and all shares of Class A common stock submitted for redemption will be ~~identical~~returned to the ~~Private~~ holders thereof, and we instead may search for an alternate Business Combination (including, potentially, with the same target).

23In order to effectuate an initial Business Combination, blank check companies have, in the past, amended various provisions of their charters and modified 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 governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete our initial Business Combination that some of our stockholders or warrant holders may not support.

~~Table~~In order to effectuate an initial Business Combination, blank check companies have, in the past, amended various provisions of ~~Contents~~their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of Business Combination, increased redemption thresholds, extended the time to consummate an initial Business Combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial Business Combination in order to effectuate our initial Business Combination. To the extent any such amendment would be deemed to fundamentally change the nature of any of the securities offered through the registration statement, we would register, or seek an exemption from registration for, the affected securities.

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

~~Placement Warrants. To the extent we issue shares of Class A common stock to effectuate a~~ pre-Business Combination, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding shares of Class A common stock and reduce the value of the Class A common stock issued to complete the Business Combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring the target business.

Combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of at least 65% of our outstanding common stock, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate the completion of an initial Business Combination that some of our stockholders may not support.

Our amended and restated certificate of incorporation will provide that any of its provisions (other than amendments relating to the election or removal of directors prior to our initial Business Combination, which require the approval by holders of a majority of at least 90% of the issued and outstanding shares of our common stock voting at a stockholder meeting) related to

The Private Placement Warrants are identical to the warrants sold as part of the Units except that, so long as they are held by our Sponsor or its permitted transferees: (1) they will not be redeemable by us (except under certain limited exceptions); (2) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of our initial pre-Business ~~Combination; (3)~~ ~~they may be exercised by the holders on a cashless basis; and (4) they (including the shares of Class A common stock issuable upon exercise of these warrants) are entitled to registration rights.~~ Combination

activity (including the requirement to deposit proceeds of the Initial Public Offering and the sale of the Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances and to provide redemption rights to Public Stockholders as described herein) may be amended if approved by holders of at least 65% of our issued and outstanding common stock, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least 65% of our issued and outstanding common stock. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of a majority of the issued and outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior to our initial Business Combination, the affirmative vote of holders of a majority of the issued and outstanding shares of our Class B common stock is required to approve the election or removal of directors. We may not issue additional securities that can vote pursuant to our amended and restated certificate of incorporation on any initial Business Combination or any amendments to our

~~Because~~22 we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial Business Combination with some prospective target businesses.

~~The~~Table federal proxy rules require that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same 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 U.S 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. Contents

amended and restated certificate of incorporation. Our initial stockholders, who beneficially own 20% of our common stock, may 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 will govern our

~~Compliance obligations under the Sarbanes~~pre-~~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 an acquisition.~~ 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 initial stockholders have agreed, pursuant to a written agreement, 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 allow redemptions in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or

~~Section 404 of the Sarbanes~~pre-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual Form for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to 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 business with which we seek to complete our initial ~~Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley~~ Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. 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

~~If our management team pursues a company with operations or opportunities outside of the United~~per-share ~~States for our initial Business Combination~~price, we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.

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 issued and outstanding Public Shares. These agreements are contained in a letter agreement that we have entered into with our Sponsor, directors and officers. Our Public Stockholders are not parties to, or third-party beneficiaries of, this agreement 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 Public Stockholders would need to pursue a stockholder derivative action, subject to applicable law.

IfWe ~~our~~may ~~management~~be ~~team~~unable ~~pursues~~to aobtain ~~company~~additional ~~with~~financing ~~operations~~to orcomplete ~~opportunities outside of the United States for~~ our initial Business Combination, weor ~~would be subject~~ to ~~risks~~fund ~~associated~~the ~~with~~operations ~~cross-border Business Combinations, including in connection with investigating, agreeing to~~ and ~~completing~~growth ~~our~~of ~~initial Business Combination, conducting due diligence in~~ a ~~foreign~~target ~~market~~business, ~~having~~ ~~such~~which ~~transaction~~could ~~approved~~compel byus ~~any~~to ~~local~~restructure ~~governments, regulators~~ or ~~agencies~~abandon ~~and~~a ~~changes~~particular inBusiness ~~the purchase price based on fluctuations in foreign exchange rates~~Combination.

24If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants available to us 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 redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial Business Combination or the terms of negotiated transactions to purchase shares in connection with our initial Business Combination, we may be required to seek additional financing or to abandon the proposed Business Combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial Business Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative target business candidate.

~~Table~~In addition, even if we do not need additional financing to complete our initial Business Combination, we may require such financing to fund the operations or growth of ~~Contents~~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 directors, officers or stockholders is required to provide any financing to us in connection with or after our initial Business Combination. If we have not completed our initial Business Combination within the required time period, 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.

IfOur weinitial ~~effect~~stockholders will control the election of our board of directors until consummation of our initial Business Combination ~~with~~and ~~such~~will hold a ~~company~~substantial interest in us. As a result, wethey ~~would~~will beelect ~~subject~~all of our directors prior to ~~any~~ ~~special~~our ~~considerations~~initial orBusiness ~~risks~~Combination ~~associated~~and ~~with~~may ~~companies~~exert ~~operating~~a insubstantial aninfluence ~~international~~on ~~setting~~actions requiring stockholder vote, ~~including~~potentially ~~any~~in ofa ~~the~~manner ~~following:~~that you do not support.

•Our ~~costs~~initial stockholders own 20% of our issued and ~~difficulties~~outstanding ~~inherent~~shares inof ~~managing~~common ~~cross-border~~stock. ~~business~~In ~~operations~~addition, prior to our initial Business Combination, holders of the founder shares will have the right to elect all of our directors and ~~complying~~may ~~with~~remove ~~commercial~~members of ourboard of directors for any reason. Holders of our Public Shares will have no right to vote on the election of directors during such time. These provisions of our amended and ~~legal~~restated ~~requirements~~certificate of ~~overseas~~incorporation ~~markets;~~may only be amended by holders of a majority of at least 90% of the issued and outstanding shares of our common stock voting at a stockholder meeting. As a result, you will not have any influence over the election of directors prior to our initial Business Combination.

•23 ~~rules and regulations regarding currency redemption;~~

•Table ~~complex~~of ~~corporate withholding taxes on individuals;~~Contents

•In ~~laws~~addition, ~~governing~~as ~~the~~a ~~manner~~result of their substantial ownership in ~~which~~our ~~future~~Company, ~~Business~~our ~~Combinations~~initial stockholders may beexert ~~effected;~~a substantial influence on other actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions. If our initial stockholders purchase any additional shares of Class A common stock in the open market or in privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial stockholders will exert significant influence over actions requiring a stockholder vote at least until the completion of our initial Business Combination.

•A ~~tariffs~~provision ~~and~~of ~~trade~~our ~~barriers;~~warrant agreement may make it more difficult for us to consummate an initial Business Combination.

•Unlike ~~regulations~~some ~~related~~blank tocheck ~~customs~~companies, ~~and~~if ~~import/export matters;~~

• ~~longer~~we ~~payment~~issue ~~cycles;~~additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock, (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),

• ~~changes~~the inaggregate ~~local~~gross ~~regulations~~proceeds asfrom ~~part~~such issuances represent more than 60% of athe ~~response~~total toequity proceeds, and interest thereon, available for the ~~COVID-19~~funding ~~outbreak;~~of our initial Business Combination on the date of the completion of our initial Business Combination (net of redemptions), and

• ~~tax~~the ~~consequences,~~volume ~~such~~weighted asaverage ~~tax~~trading ~~law~~price ~~changes,~~of ~~including~~our ~~termination~~shares orof ~~reduction~~Class ofA ~~tax~~common ~~and~~stock ~~other~~during ~~incentives~~the ~~that~~20 trading day period starting on the ~~applicable~~trading ~~government~~day ~~provides~~prior to ~~domestic~~the ~~companies,~~day ~~and~~on ~~variations~~which inwe ~~tax~~consummate ~~laws~~our asinitial ~~compared~~Business toCombination (such price, the ~~United~~“Market ~~States;~~Value”) is below $9.20 per share,

•then ~~currency~~the ~~fluctuations~~exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and ~~exchange~~the ~~controls~~Newly Issued Price, ~~including~~and ~~devaluations~~the $18.00 and ~~other~~$10.00 ~~exchange~~per ~~rate~~share ~~movements;~~redemption trigger prices applicable to our warrants will be adjusted (to the nearest cent) to be equal to 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial Business Combination with a target business.

•Our ~~rates~~warrants ofand ~~inflation,~~founder shares may have an adverse effect on the market price ~~instability~~of our Class A common stock and ~~interest~~make ~~rate~~it ~~fluctuations;~~more difficult to effectuate our initial Business Combination.

We have issued warrants to purchase 8,625,000 shares of Class A common stock, at a price of $11.50 per whole share (subject to adjustment as provided herein), as part of the Units and, simultaneously with the closing of the Initial Public Offering, we issued in the Private Placement an aggregate of 4,783,333 Private Placement Warrants, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. Our initial stockholders currently hold 6,468,750 shares of Class B common stock. The shares of Class B common stock are convertible into shares of Class A common stock on a

~~• challenges in collecting accounts receivable;~~one-for-one basis,

subject to adjustment as set forth herein. In addition, if our Sponsor, an affiliate of our Sponsor or certain of our directors and officers make 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. To the extent we issue shares of Class A common stock to effectuate a Business Combination, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding shares of Class A common stock and reduce the value of the Class A common stock issued to complete the Business Combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring the target business.

•The ~~cultural~~Private ~~and~~Placement ~~language~~Warrants ~~differences~~are identical to the warrants sold as part of the Units except that, so long as they are held by our Sponsor or its permitted transferees: (1) they will not be redeemable by us (except under certain limited exceptions); (2) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of our initial Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares of Class A common stock issuable upon exercise of these warrants) are entitled to registration rights.

•24 ~~employment regulations;~~

•Table ~~crime,~~of ~~strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;~~Contents

•Because ~~deterioration~~we ofmust ~~political~~furnish ~~relations~~our stockholders with target business financial statements, we may lose the ~~United~~ability ~~States;~~to complete an otherwise advantageous initial Business Combination with some prospective target businesses.

•The ~~obligatory~~federal ~~military~~proxy ~~service~~rules require that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same 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 U.S GAAP., or international financial reporting standards as issued by ~~personnel;~~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 obligations ~~government~~under ~~appropriation~~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 ~~assets~~completing an acquisition.

WeSection 404 ~~may~~of ~~not~~the beSarbanes-Oxley Act ~~able~~requires tothat ~~adequately~~we ~~address~~evaluate ~~these~~and ~~additional~~report ~~risks~~on our system of internal controls beginning with this Annual Form for the year ending December 31, 2021. IfOnly in the event we ~~were~~are ~~unable~~deemed to dobe soa large accelerated filer or an accelerated filer, weand ~~may~~no belonger ~~unable~~qualify toas ~~complete~~an ~~such~~emerging ~~combination~~growth orcompany, ifwill we ~~complete such~~be ~~combination,~~required to comply with the independent registered public accounting firm attestation requirement on our ~~operations~~internal ~~might~~control ~~suffer,~~over ~~either~~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 business with which ~~may~~we ~~adversely~~seek ~~impact~~to complete our ~~results~~initial Business Combination may not be in compliance with the provisions of ~~operations~~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 ~~financial~~costs ~~condition~~necessary to complete any such acquisition.

~~Risks~~If ~~Relating to~~our management team pursues a company with operations or opportunities outside of the ~~Post-~~United States for our initial Business Combination, ~~Company~~we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.

WeIf ~~may~~our ~~face~~management team pursues a company with operations or opportunities outside of the United States for our initial Business Combination, we would be subject to risks ~~related~~associated with cross-border Business Combinations, including in connection with investigating, agreeing to ~~companies~~and completing our initial Business Combination, conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators or agencies and changes in the ~~technology~~purchase ~~industries~~price based on fluctuations in foreign exchange rates.

~~Business Combinations with companies in the technology industries entail special considerations and risks.~~ If we ~~are~~effect ~~successful~~our ininitial ~~completing a~~ Business Combination with such a ~~target business~~company, we ~~may~~would be subject to, ~~and~~any ~~possibly~~special ~~adversely~~considerations ~~affected~~or byrisks associated with companies operating in an international setting, including any of the following ~~risks~~:

• ancosts ~~inability~~and todifficulties ~~compete~~inherent ~~effectively~~ in amanaging ~~highly~~cross-border ~~competitive~~business ~~environment~~operations and complying with ~~many~~commercial ~~incumbents~~and ~~having~~legal ~~substantially~~requirements ~~greater~~of ~~resources~~overseas markets;

25• rules and regulations regarding currency redemption;

~~Table~~• ofcomplex ~~Contents~~corporate withholding taxes on individuals;

• anlaws ~~inability~~governing tothe ~~manage~~manner ~~rapid~~in ~~change,~~which ~~increasing~~future ~~consumer~~Business ~~expectations~~Combinations ~~and~~may ~~growth~~be effected;

•25 ~~an inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty;~~

•Table ~~a reliance on proprietary technology to provide services and to manage our operations, and the failure~~ of ~~this technology to operate effectively, or our failure to use such technology effectively;~~Contents

• antariffs ~~inability~~and totrade ~~deal with our subscribers’ or customers’ privacy concerns~~barriers;

• anregulations ~~inability~~related to ~~attract~~customs and ~~retain~~import/export ~~subscribers or customers~~matters;

• anlonger ~~inability~~payment ~~to license or enforce intellectual property rights on which our business may depend~~cycles;

• ~~any~~changes ~~significant disruption~~ in ~~our~~local ~~computer~~regulations ~~systems~~as orpart ~~those~~ of ~~third~~a ~~parties~~response ~~that~~to wethe ~~would~~COVID-19 ~~utilize in our operations~~pandemic;

• antax ~~inability~~consequences, bysuch usas tax law changes, including termination or areduction ~~refusal~~of bytax ~~third~~and ~~parties,~~other toincentives ~~license~~that ~~content~~the applicable government provides to usdomestic ~~upon~~companies, ~~acceptable~~and ~~terms~~variations in tax laws as compared to the United States;

• ~~potential~~currency ~~liability~~fluctuations ~~for~~and ~~negligence~~exchange controls, ~~copyright~~including ordevaluations ~~trademark~~and ~~infringement or~~ other ~~claims~~exchange ~~based~~rate ~~on the nature and content of materials that we may distribute~~movements;

• ~~competition~~rates ~~for~~of ~~advertising~~inflation, ~~revenue~~price instability and interest rate fluctuations;

• ~~competition~~challenges ~~for the leisure and entertainment time and discretionary spending of subscribers or customers, which may intensify~~ in ~~part~~collecting ~~due~~accounts ~~to advances in technology and changes in consumer expectations and behavior~~receivable;

• ~~disruption~~cultural orand ~~failure~~language of our networks, systems or technology as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar eventsdifferences;

• anemployment ~~inability to obtain necessary hardware, software and operational support~~regulations; ~~and~~

• ~~reliance~~crime, onstrikes, ~~third-party~~riots, ~~vendors~~civil ordisturbances, ~~service~~terrorist ~~providers.~~attacks, natural disasters, global hostilities and wars;

~~Any~~• deterioration of ~~the~~political ~~foregoing~~relations ~~could~~with ~~have~~the anUnited ~~adverse impact on our operations following a Business Combination.~~ States;

~~Subsequent~~• toobligatory ~~our~~military ~~completion~~service ofby ~~our~~personnel; ~~initial Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring~~ and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

~~Even~~• ifgovernment weappropriation conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of ~~due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write down or write off~~ assets~~, restructure our operations, or incur impairment or other charges that could result in our reporting losses~~. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

26We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such combination or, if we complete such combination, our operations might suffer, either of which may adversely impact our results of operations and financial condition.

~~Table~~Risks ofRelating ~~Contents~~to the Post-Business Combination Company

~~Accordingly,~~We ~~any~~may ~~stockholder~~face orrisks ~~warrant~~related ~~holder who chooses~~ to ~~remain~~companies ~~a stockholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction~~ in the ~~value~~ oftechnology ~~their securities~~industries. ~~Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value.~~

~~After~~Business ~~our~~Combinations ~~initial Business~~with ~~Combination,~~companies ~~our~~in ~~results~~the oftechnology ~~operations~~industries entail special considerations and ~~prospects~~risks. ~~could~~If bewe ~~subject,~~are tosuccessful in completing a ~~significant~~Business ~~extent,~~Combination towith ~~the~~such ~~economic,~~a ~~political~~target business, ~~social~~we ~~and~~may ~~government~~be ~~policies~~subject to, ~~developments~~ and ~~conditions~~possibly inadversely ~~the~~affected ~~country~~by, inthe ~~which~~following werisks: ~~operate.~~

~~The~~• ~~economic,~~an ~~political~~inability ~~and~~to ~~social~~compete ~~conditions,~~effectively ~~as well as government policies, of the country~~ in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a ~~downturn~~highly orcompetitive ~~grows~~environment at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with ~~which~~many toincumbents ~~consummate~~having ~~our initial~~substantially ~~Business~~greater ~~Combination~~resources ~~and~~than if we ~~effect our initial Business Combination, the ability of that target business to become profitable.~~ do;

~~Our management~~• ~~may~~an ~~not~~inability ~~be able~~ to ~~maintain~~manage ~~control~~rapid ~~of a target business after our initial Business Combination. We cannot provide assurance that~~change, ~~upon~~increasing ~~loss~~consumer ofexpectations ~~control~~and ~~of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.~~ growth;

We• 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 complete such Business Combination only if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an ~~investment~~inability company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to ~~our~~build ~~initial~~strong ~~Business~~brand ~~Combination~~identity ~~may collectively own a minority interest in the post-Business Combination company, depending on valuations ascribed to the target~~ and usimprove insubscriber our initial Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the issued and outstanding capital stock, shares or ~~other~~customer ~~equity~~satisfaction securities 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 issued and outstanding 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 shares 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. loyalty;

We• ~~may~~a ~~have~~reliance ~~limited~~on ~~ability~~proprietary technology to ~~assess~~provide ~~the~~services ~~management of a prospective target business~~ and, asto amanage ~~result, may complete~~ our ~~initial~~operations, ~~Business~~and ~~Combination~~the ~~with~~failure aof ~~target~~this ~~business~~technology ~~whose~~to ~~management~~operate ~~may not have the skills~~effectively, ~~qualifications~~ or ~~abilities~~our failure to ~~manage~~use asuch ~~public~~technology ~~company.~~ effectively;

~~When~~• ~~evaluating~~an ~~the~~inability ~~desirability~~to ofdeal ~~completing our initial Business Combination~~ with ~~a prospective target business,~~ our ~~ability to assess the target business~~subscribers’s ~~management may be limited due to a lack of time, resources~~ or ~~information. Our assessment of the capabilities of the target~~customers’s ~~management,~~privacy 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 stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value. concerns;

~~The~~• ~~directors and officers of~~ an ~~acquisition~~inability ~~candidate~~to ~~may resign~~attract ~~upon completion of our initial Business Combination. The departure of a Business Combination target’s key personnel could negatively impact the operations~~ and ~~profitability~~retain ofsubscribers ~~our~~or post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. customers;

27• an inability to license or enforce intellectual property rights on which our business may depend;

~~Table~~26 ~~of Contents~~

IfTable ~~our~~of management following our initial Business Combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues. Contents

~~Following~~• ~~our initial Business Combination,~~ any orsignificant ~~all~~disruption ofin our ~~management~~computer ~~could~~systems ~~resign~~or ~~from~~those ~~their positions as officers~~ of ~~the~~third ~~Company,~~parties ~~and~~that ~~the~~we ~~management~~would ofutilize ~~the target business at the time of the Business Combination could remain~~ in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations. ;

~~Risks~~• ~~Relating~~an inability by us, or a refusal by third parties, to ~~Our~~license ~~Management~~content ~~Team~~to us upon acceptable terms;

We• ~~are~~potential ~~dependent~~liability ~~upon~~for ~~our~~negligence, ~~directors~~copyright ~~and~~or ~~officers~~trademark ~~and~~infringement ~~their~~or ~~departure~~other ~~could~~claims ~~adversely~~based ~~affect~~on ~~our~~the ~~ability~~nature toand ~~operate.~~content of materials that we may distribute;

~~Our~~• ~~operations~~competition ~~are~~for ~~dependent~~advertising upon a relatively small group of individuals. 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 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. revenue;

~~Our~~• ~~ability~~competition tofor ~~successfully effect~~the ~~our~~leisure ~~initial~~and ~~Business~~entertainment ~~Combination~~time and todiscretionary bespending ~~successful thereafter will be dependent upon the efforts~~ of ~~our~~subscribers ~~key~~or ~~personnel~~customers, ~~some~~which ~~of whom~~ may ~~join~~intensify usin ~~following~~part ~~our~~due ~~initial~~to ~~Business~~advances ~~Combination.~~in ~~The~~technology ~~loss~~and ofchanges ~~our~~in orconsumer aexpectations ~~target’s key personnel could negatively impact the operations~~ and ~~profitability of our post-combination business.~~ behavior;

~~Our~~• ~~ability~~disruption toor ~~successfully~~failure ~~effect~~of our ~~initial~~networks, ~~Business Combination~~systems isor ~~dependent~~technology ~~upon~~as ~~the~~a ~~efforts~~result of ~~our~~computer ~~key personnel. The role of our key personnel in the target business~~viruses, ~~however~~“cyber-attacks,” ~~cannot~~misappropriation ~~presently be ascertained. Although some~~ of ~~our~~data ~~key personnel may remain with the target business in senior management~~ or ~~advisory~~other ~~positions~~malfeasance, ~~following~~as ~~our~~well ~~initial~~as ~~Business Combination~~outages, itnatural isdisasters, ~~likely~~global ~~that~~hostilities, ~~some~~terrorist ~~or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial Business Combination~~attacks, weaccidental ~~cannot~~releases ~~assure you that our assessment~~ of ~~these~~information ~~individuals~~or ~~will~~similar 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. events;

In• ~~addition, the directors and officers of~~ an ~~acquisition~~inability ~~candidate~~to ~~may resign~~obtain ~~upon~~necessary completion of our initial Business Combination. The departure of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial Business Combinationhardware, itsoftware ~~is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations~~ and ~~profitability~~operational ofsupport; ~~our post-combination business.~~ and

~~Our~~• ~~key~~reliance ~~personnel~~on ~~may~~third-party ~~negotiate~~vendors ~~employment~~ or ~~consulting~~service ~~agreements with a target business in connection with a particular Business Combination~~providers. These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether a particular Business Combination is the most advantageous.

~~Our~~Any ~~key personnel may be able to remain with our Company after the completion~~ of ~~our initial Business Combination only if they are able to negotiate employment or consulting agreements in connection with~~ the ~~Business~~foregoing ~~Combination. Such negotiations would take place simultaneously with the negotiation of the Business Combination and~~ could ~~provide~~have ~~for~~an ~~such~~adverse ~~individuals~~impact toon ~~receive compensation in the form of cash payments and/or~~ our ~~securities~~operations ~~for~~following ~~services~~a ~~they would render to us after the completion of the~~ Business Combination. ~~Such~~

28Subsequent to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be

~~Table of Contents~~non-cash items

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

negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a 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 Business Combination, as we do not expect that any of our key personnel will remain with us after the completion of our initial Business Combination. 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. pre-existing debt

held by a target business or by virtue of our obtaining post-combination debt financing.

~~Our~~Accordingly, ~~directors~~any ~~and~~stockholder ~~officers~~or ~~will~~warrant ~~allocate~~holder ~~their~~who ~~time~~chooses to ~~other~~ ~~businesses~~remain ~~thereby~~a ~~causing~~stockholder ~~conflicts~~or ofwarrant ~~interest~~holder, inrespectively, ~~their~~following ~~determination~~our asinitial toBusiness ~~how~~Combination ~~much~~could ~~time~~suffer toa ~~devote~~reduction toin ~~our~~the ~~affairs.~~value ~~This conflict~~ of ~~interest~~their ~~could~~securities. ~~have~~Such astockholders ~~negative~~and ~~impact~~warrant onholders ~~our~~are ~~ability~~unlikely to ~~complete~~have ~~our~~a ~~initial~~remedy ~~Business~~for ~~Combination~~such reduction in value.

~~Our~~After ~~directors and officers are not required to, and will not, commit their full time to~~ our ~~affairs,~~initial ~~which may result in a conflict of interest in allocating their time between our operations and our search for a~~ Business Combination, ~~and their other responsibilities. We do not intend to have any full-time employees prior to the completion of~~ our ~~Business~~results ~~Combination. Each~~ of ~~our~~operations ~~directors~~ and ~~officers~~prospects iscould ~~engaged in several other business endeavors for which he or she may~~ be ~~entitled~~subject, to ~~substantial~~a ~~compensation~~significant ~~and~~extent, ~~our directors and officers are not obligated~~ to ~~contribute~~the ~~any~~economic, ~~specific~~political, ~~number~~social ~~of hours per week to our affairs. Our independent directors will also serve as officers~~ and~~/or~~ ~~board~~government ~~members~~policies, ~~for~~developments ~~other entities. If our directors’~~ and ~~officers’~~conditions ~~other~~in ~~business~~the ~~affairs~~country ~~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~~we ~~have a negative impact on our ability to complete our initial Business Combination~~operate. ~~Please see “Item 10. Directors, Executive Officers and Corporate Governance.” for a discussion of our officers’ and directors’ other business affairs.~~

~~Each~~The economic, political and social conditions, as well as government policies, of ~~our~~the ~~directors~~country ~~and~~in ~~officers~~which our operations are ~~now~~located could affect our business. Economic growth could be uneven, both geographically and ~~all~~among various sectors of ~~them~~the economy and such growth may not be sustained in the future. ~~may~~If ~~become~~in the future such country’s economy experiences a downturn or grows at a slower rate than expected, ~~affiliated~~there ~~with~~may ~~entities~~be ~~engaged~~less demand for spending in ~~business~~certain ~~activities~~industries. ~~similar~~A decrease in demand for spending in certain industries could materially and adversely affect our ability to ~~those~~find ~~intended~~an attractive target business with which to beconsummate ~~conducted~~our byinitial usBusiness Combination and, ~~accordingly,~~if ~~may~~we ~~have~~effect ~~conflicts~~our ofinitial ~~interest~~Business inCombination, ~~determining~~the toability ~~which~~of ~~entity~~that atarget ~~particular~~ business ~~opportunity~~to ~~should~~become ~~be presented~~profitable.

~~Until~~27 we consummate our initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor and directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business. Our Sponsor and directors and officers are also not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to us completing our initial Business Combination, and any such involvement may result in conflicts of interests as described above.

~~Each~~Table of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties or otherwise has an interest in any other special purpose acquisition company in which they may become involved with, he or she will honor these obligations and duties to present such Business Combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. 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 will provide 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 reasonable for us to pursue. Contents

~~For~~Our amanagement ~~complete~~may ~~discussion~~not ofbe ~~our~~able ~~officers’~~to ~~and~~maintain ~~directors’~~control ~~business~~of ~~affiliations~~a ~~and~~target ~~the~~business ~~potential~~after ~~conflicts~~our ofinitial ~~interest~~Business ~~that~~Combination. ~~you~~We ~~should~~cannot ~~be aware~~provide ~~of,~~assurance ~~please see “Item 10. Directors~~that, ~~Executive~~upon ~~Officers~~loss ~~and~~of ~~Corporate~~control ~~Governance,”~~of ~~“Item~~a ~~10.~~target ~~Directors~~business, ~~Executive~~new ~~Officer~~management ~~and~~will ~~Corporate~~possess ~~Governance——~~the ~~Conflicts~~skills, ofqualifications ~~Interest”~~or ~~and~~abilities ~~“Item~~necessary ~~13—Certain Relationships~~to ~~and~~profitably ~~Related~~operate ~~Party~~such ~~Transactions—Administrative Services Agreement~~business.”

29We 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 complete such Business Combination only if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to our initial Business Combination may collectively own a minority interest in the post-Business Combination company, depending on valuations ascribed to the target and us in our initial Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the issued and outstanding capital stock, shares or other equity securities 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 issued and outstanding 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 shares 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.

~~Table~~We may have limited ability to assess the management of ~~Contents~~a prospective target business and, as a result, may complete our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of completing our initial Business Combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our ~~directors~~assessment of the capabilities of the target’s management, ~~officers~~therefore, ~~security~~may ~~holders~~prove to be incorrect and ~~their~~such ~~respective~~management ~~affiliates~~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 ~~have~~be ~~competitive pecuniary~~negatively ~~interests~~impacted. ~~that~~Accordingly, ~~conflict~~any ~~with~~stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our ~~interests~~initial Business Combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value.

WeThe ~~have~~directors ~~not~~and ~~adopted~~officers aof ~~policy~~an ~~that~~acquisition ~~expressly~~candidate ~~prohibits~~may ~~our~~resign ~~directors,~~upon ~~officers,~~completion ~~security holders~~of orour ~~affiliates~~initial ~~from~~Business ~~having~~Combination. aThe ~~direct~~departure orof ~~indirect~~a ~~pecuniary~~Business orCombination ~~financial~~target’s ~~interest~~key inpersonnel ~~any~~could ~~investment~~negatively toimpact bethe ~~acquired~~operations orand ~~disposed~~profitability of byour uspost-combination business. orThe inrole ~~any~~of ~~transaction~~an toacquisition ~~which~~candidate’s wekey ~~are~~personnel aupon ~~party~~the orcompletion ~~have~~of anour ~~interest.~~initial InBusiness ~~fact,~~Combination wecannot ~~may~~be ~~enter~~ascertained ~~into~~at athis ~~Business Combination~~time. ~~with~~Although awe ~~target~~contemplate ~~business~~ that iscertain ~~affiliated~~members ~~with~~of ~~our~~an ~~Sponsor,~~acquisition ~~our~~candidate’s ~~directors~~management orteam ~~officers.~~will ~~Nor~~remain doassociated wewith ~~have~~the aacquisition ~~policy~~candidate ~~that~~following ~~expressly~~our ~~prohibits~~initial ~~any~~Business ~~such~~Combination, ~~persons~~it ~~from~~is ~~engaging~~possible ~~for~~that ~~their~~members ~~own account in business activities~~ of the ~~types~~management ~~conducted~~of ~~by us.~~an ~~Accordingly,~~acquisition ~~such~~candidate ~~persons~~will ornot ~~entities~~wish ~~may~~to ~~have~~remain ain ~~conflict between their interests and ours~~place.

InIf ~~particular,~~our ~~affiliates~~management offollowing our ~~Sponsor~~initial ~~have~~Business ~~invested~~Combination ~~in a~~is ~~diverse~~unfamiliar ~~set~~with ~~of industries~~U.S. Assecurities ~~a result~~laws, ~~there~~they may behave ~~substantial~~to ~~overlap~~expend ~~between~~time ~~companies~~and ~~that~~resources ~~would~~becoming befamiliar awith ~~suitable~~such ~~Business~~laws, ~~Combination~~which ~~for~~could uslead ~~and~~to ~~companies~~various ~~that~~regulatory ~~would make an attractive target for such other affiliates~~issues.

~~Rights~~Following ~~Relating~~our initial Business Combination, any or all of our management could resign from their positions as officers of the Company, and the management of the target business at the time of the Business Combination could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to ~~Our~~expend ~~Securities~~time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

~~You~~28 will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your Public Shares and/or warrants, potentially at a loss.

~~Our~~Table ~~Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur~~ of: (1) our completion of an 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 limitations described herein; (2) 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 allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of our Public Shares if we have not completed an initial Business Combination within 24 months from the closing of the 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. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares and/or warrants, potentially at a loss. Contents

~~The~~Risks ~~NYSE~~Relating ~~may delist our securities from trading on its exchange, which could limit investors’ ability~~ to ~~make~~Our ~~transactions~~Management inTeam ~~our securities and subject us to additional trading restrictions.~~

We ~~cannot~~are ~~assure~~dependent ~~you~~upon ~~that~~ our ~~securities~~directors ~~will~~and ~~continue~~officers ~~to be listed on the NYSE prior to our initial Business Combination because we must maintain certain financial, distribution~~ and ~~share~~their ~~price~~departure ~~levels.~~could ~~Generally,~~adversely weaffect ~~must maintain a minimum number of holders of~~ our ~~securities~~ability ~~(generally 300 Public Stockholders). Additionally, in connection with our initial Business Combination, we will be required~~ to demonstrate compliance with the applicable exchange’s initial listing requirements, which are more rigorous than the continued listing requirements, in order to continue to maintain the listing of our securitiesoperate. ~~We cannot assure you that we will be able to meet those initial listing requirements at that time.~~

Our operations are dependent upon a relatively small group of individuals. 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

If any of our securities are delisted 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 overkey-~~the-counter~~man ~~market. If this were to occur, we could face significant material adverse consequences, including:~~ insurance

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

•Our aability ~~limited~~to ~~availability~~successfully effect our initial Business Combination and to be successful thereafter will be dependent upon the efforts of ~~market~~our ~~quotations~~key ~~for~~personnel, some of whom may join us following our ~~securities;~~initial Business Combination. The loss of our or a target’s key personnel could negatively impact the operations and profitability of our post-combination business.

•Our ~~reduced~~ability ~~liquidity~~to ~~for~~successfully effect our ~~securities;~~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 engage after our initial Business Combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

•In aaddition, ~~determination~~the ~~that~~directors and officers of an acquisition candidate may resign upon completion of our ~~Class~~initial ABusiness ~~common~~Combination. ~~stock~~The ~~are~~departure of a ~~“penny~~Business ~~stock”~~Combination ~~which~~target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will ~~require~~remain ~~brokers~~associated ~~trading~~with inthe acquisition candidate following our ~~Class~~initial ABusiness ~~common~~Combination, ~~stock~~it tois ~~adhere~~possible tothat ~~more~~members ~~stringent~~of ~~rules~~the ~~and~~management ~~possibly~~of ~~result~~an acquisition candidate will not wish to remain in aplace. ~~reduced~~The ~~level~~loss of ~~trading~~key ~~activity~~personnel incould negatively impact the ~~secondary~~operations ~~trading~~and ~~market~~profitability ~~for~~of our ~~securities;~~post-combination business.

•Our key personnel may negotiate employment or consulting agreements with a ~~limited~~target ~~amount~~business ofin ~~news~~connection ~~and~~with ~~analyst~~a ~~coverage;~~particular Business Combination. These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether a particular Business Combination is the most advantageous.

•Our akey ~~decreased~~personnel ~~ability~~may be able to ~~issue~~remain ~~additional~~with our Company after the completion of our initial Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the Business Combination. Such negotiations also could make such key personnel’s retention or ~~obtain~~resignation ~~additional~~a ~~financing~~condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ~~future~~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 Business Combination, as we do not expect that any of our key personnel will remain with us after the completion of our initial Business Combination. 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.

30Our directors and officers will 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 will 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 a Business Combination and their other responsibilities. We do not intend to have any full-time employees prior to the completion of our Business

~~The~~29 National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Units, Class A common stock and warrants currently qualify as covered securities under such statute. Although the states are pre-empted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

~~You~~Table ~~will not be permitted to exercise your warrants unless we register and qualify the issuance~~ of ~~the underlying shares of Class A common stock or certain exemptions are available.~~ Contents

~~Pursuant~~ toCombination. ~~the~~Each ~~terms~~ of ~~the~~our ~~warrant~~directors ~~agreement,~~and weofficers ~~have~~is ~~agreed~~engaged ~~that, as soon as practicable, but~~ in noseveral ~~event later~~other ~~than 15~~ business ~~days~~endeavors ~~after~~for ~~the~~which ~~closing~~he ofor ~~our~~she ~~initial~~may ~~Business~~be ~~Combination,~~entitled ~~we will use our commercially reasonable efforts~~ to ~~file~~substantial acompensation ~~registration statement covering the issuance of such shares,~~ and ~~we will use~~ our ~~commercially~~directors ~~reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial Business Combination~~ and toofficers ~~maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or~~ are ~~redeemed.~~not Weobligated ~~cannot assure you that we will be able~~ to docontribute ~~so if, for example,~~ any ~~facts~~specific or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of ~~shares~~hours ofper ~~Class A~~week ~~common stock that you will receive upon cashless exercise will be based on a formula subject~~ to aour ~~maximum amount of shares equal to 0~~affairs.~~361 shares~~ ofOur ~~Class A~~independent ~~common~~directors ~~stock per warrant (subject to adjustment). However, no warrant~~ will bealso ~~exercisable~~serve ~~for~~as ~~cash~~officers ~~or on a cashless basis,~~ and ~~we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered~~ /or ~~qualified~~board ~~under~~members ~~the~~for ~~securities~~other ~~laws of the state of the exercising holder, or an exemption from registration is available~~entities. ~~Notwithstanding~~If ~~the above, if~~ our ~~shares~~directors’ ofand ~~Class A~~officers’ ~~common~~other ~~stock~~business ~~are~~affairs atrequire ~~the~~them ~~time~~to ofdevote ~~any~~substantial ~~exercise~~amounts of atime ~~warrant~~to ~~not listed on a national securities exchange~~ such ~~that~~affairs ~~they~~in ~~satisfy~~excess ~~the definition~~ of atheir ~~“covered security”~~current ~~under~~commitment ~~Section 18(b)(1) of the Securities Act~~levels, weit ~~may,~~could atlimit ~~our option, require holders of public warrants who exercise~~ their ~~warrants~~ability to dodevote sotime ~~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~~our oraffairs ~~maintain~~which inmay ~~effect~~have a ~~registration~~negative ~~statement,~~impact ~~but~~on ~~we will use~~ our ~~commercially~~ability ~~reasonable efforts~~ to ~~register~~complete orour ~~qualify~~initial ~~the~~Business ~~shares under applicable blue sky laws to the extent an exemption is not available~~Combination. InPlease nosee ~~event~~“Item will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available10. ~~If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification~~Directors, ~~the~~Executive ~~holder~~Officers ~~of such warrant shall not be entitled to exercise such warrant~~ and ~~such~~Corporate ~~warrant may have no value and expire worthless~~Governance.” ~~In such event, holders who acquired their warrants as part of a purchase of the units will have paid the full unit purchase price solely~~ for ~~the shares of Class A common stock included in the Units. There may be~~ a ~~circumstance~~discussion ~~where an exemption from registration exists for holders~~ of our ~~Private~~officers’ Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants that were included as part of the Units. In such an instance, our Sponsor and ~~its permitted transferees (which may include our~~ directors’ ~~and~~other ~~executive~~business officers) would be able to exercise their warrants and sell the shares of Class A common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying shares of Class A common stockaffairs. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

31Each of our directors and officers are now, and all of them may in the future may 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 determining to which entity a particular business opportunity should be presented.

~~Table~~Until we consummate our initial Business Combination, we intend to engage in the business of ~~Contents~~identifying and combining with one or more businesses. Our Sponsor and directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business. Our Sponsor and directors and officers are also not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to us completing our initial Business Combination, and any such involvement may result in conflicts of interests as described above.

WeEach ~~may~~of ~~amend~~our ~~the~~officers ~~terms~~and directors presently has, and any of them in the ~~warrants~~future inmay ahave ~~manner~~additional, ~~that~~fiduciary, ~~may~~contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be ~~adverse~~required to ~~holders~~present ofa ~~public~~Business ~~warrants with~~Combination ~~the~~opportunity ~~approval~~to bysuch ~~the~~entities. ~~holders~~Accordingly, if any of atour ~~least~~officers ~~65%~~or directors becomes aware of ~~the~~a ~~then~~Business ~~outstanding~~Combination ~~public~~opportunity ~~warrants.~~which Asis asuitable ~~result~~for one or more entities to which he or she has fiduciary, ~~the~~contractual ~~exercise~~or ~~price~~other ofobligations ~~your~~or ~~warrants~~duties ~~could~~or beotherwise ~~increased~~has an interest in any other special purpose acquisition company in which they may become involved with, he or she will honor these obligations and duties to present such Business Combination opportunity to such entities first, and only present it to us if such entities reject the ~~exercise~~opportunity ~~period~~and ~~could~~he or she determines to present the opportunity to us. These conflicts may not be ~~shortened~~resolved in our favor and ~~the~~a ~~number~~potential oftarget ~~shares~~business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation will provide that we renounce our ~~Class A~~interest ~~common stock~~in ~~purchasable~~any ~~upon~~corporate ~~exercise~~opportunity ofoffered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a ~~warrant~~director ~~could~~or beofficer ~~decreased,~~of ~~all~~our ~~without~~Company ~~your~~and ~~approval~~such opportunity is one reasonable for us to pursue.

~~Our~~For ~~warrants will be issued in registered form under~~ a ~~warrant~~ ~~agreement~~complete ~~between~~discussion ~~Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms~~ of ~~the~~our ~~warrants~~officers’ may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and ~~the~~directors’ ~~warrant~~business ~~agreement~~affiliations set forth in the prospectus for the Initial Public Offering, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and ~~that~~ the ~~parties~~potential ~~deem~~conflicts toof ~~not adversely affect the~~ interest ~~of the registered holders of the warrants, provided~~ that ~~the~~you ~~approval~~should bybe ~~the~~aware ~~holders~~ of ~~at least 65% of the then outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly~~, weplease ~~may~~see ~~amend~~“Item the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment; provided that any amendment that solely affects the terms of the Private Placement Warrants or any provision of the warrant agreement solely with respect to the Private Placement Warrants will also require at least 65% of the number of the then outstanding Private Placement Warrants10. ~~Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited~~Directors, ~~examples~~Executive ofOfficers ~~such~~and ~~amendments~~Corporate ~~could be amendments to~~Governance,” ~~among~~“Item ~~other~~10. ~~things~~Directors, ~~increase~~ ~~the~~Executive ~~exercise~~Officer ~~price~~and ofCorporate ~~the~~Governance—— ~~warrants,~~Conflicts ~~convert the warrants into cash, shorten the exercise period or decrease the number~~ of ~~shares~~Interest” ofand ~~our~~“Item ~~Class A~~13—Certain ~~common~~Relationships ~~stock~~and ~~purchasable~~Related ~~upon~~Party ~~exercise~~Transactions—Administrative ofServices ~~a warrant~~Agreement.”

WeOur ~~may~~directors, ~~redeem~~officers, ~~your~~security ~~unexpired~~holders ~~warrants~~and ~~prior to~~ their ~~exercise~~respective ataffiliates amay ~~time~~have ~~that~~competitive ispecuniary ~~disadvantageous~~interests tothat ~~you,~~conflict ~~thereby~~with ~~making~~our ~~your warrants worthless~~interests.

We have ~~the~~not ~~ability~~adopted toa ~~redeem~~policy ~~the~~that ~~outstanding~~expressly ~~warrants~~prohibits atour ~~any time after they become exercisable and prior to their expiration~~directors, ~~at a price of $0.01 per warrant if~~officers, ~~among~~security ~~other~~holders ~~things,~~or ~~the~~affiliates ~~last~~from ~~reported~~having ~~sale price of Class A common stock for any 20 trading days within~~ a ~~30-trading~~direct ~~day~~or ~~period~~indirect ~~ending~~pecuniary onor ~~the~~financial ~~third~~interest ~~trading~~in ~~day~~any ~~prior~~investment to ~~the~~be ~~date~~acquired ~~on which~~or ~~the~~disposed ~~Company sends the notice~~ of ~~redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable~~ by us, weor ~~may~~in ~~exercise~~any ~~our~~transaction ~~redemption~~to ~~right~~which ~~even if~~ we are ~~unable~~a toparty ~~register~~ or ~~qualify~~have ~~the~~an ~~underlying securities for sale under all applicable state securities laws~~interest. AsIn ~~a result~~fact, we may ~~redeem~~enter ~~the~~into ~~warrants~~a asBusiness ~~set~~Combination ~~forth~~with ~~above~~a ~~even~~target ifbusiness ~~the~~that ~~holders~~is ~~are~~affiliated ~~otherwise~~with ~~unable~~our toSponsor, ~~exercise~~our ~~the~~directors ~~warrants~~or officers. ~~Redemption~~ ofNor ~~the~~do ~~outstanding~~we ~~warrants~~have asa ~~described~~policy ~~above~~that ~~could~~expressly ~~force~~prohibits ~~you~~any ~~to:~~such ~~(1) exercise~~persons ~~your~~from ~~warrants~~engaging ~~and pay the exercise price therefor at a time when it may be disadvantageous~~ for ~~you~~their toown doaccount ~~so;~~in ~~(2) sell~~business ~~your~~activities ~~warrants~~of at the ~~then-current market~~ ~~price~~types ~~when~~conducted ~~you~~by ~~might~~us. ~~otherwise~~Accordingly, ~~wish~~such topersons ~~hold your warrants;~~ or ~~(3) accept~~entities ~~the~~may ~~nominal~~have ~~redemption~~a ~~price~~conflict ~~which,~~between attheir ~~the~~interests ~~time~~and ~~the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants~~ours.

In ~~addition~~particular, weaffiliates ~~have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price~~ of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted). 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 of our ~~Class A~~Sponsor ~~common stock. Any such redemption may~~ have ~~similar~~invested ~~consequences~~in to a ~~cash~~diverse ~~redemption~~set ~~described~~of ~~above~~industries. InAs ~~addition, such redemption may occur at~~ a ~~time when the warrants are “out-of-the-money~~result,” inthere which case you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock had your warrants remained outstanding. The value received upon exercise of the warrants (1) may be ~~less~~substantial ~~than~~overlap ~~the~~between ~~value~~companies ~~the~~that ~~holders~~ would ~~have~~be ~~received if they had exercised their warrants at~~ a ~~later~~suitable ~~time~~Business ~~where~~Combination ~~the~~for ~~underlying~~us ~~share~~and ~~price~~companies isthat ~~higher~~would ~~and~~make ~~(2) may~~an ~~not~~attractive ~~compensate~~target ~~the holders~~ for ~~the~~such ~~value~~other ~~of the warrants, including because the number of shares of Class A common stock received is capped at 0~~affiliates.~~361 shares~~ ~~of Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.~~

~~Because~~30 ~~each unit contains one-third of one redeemable warrant and only a whole warrant may be exercised, the Units may be worth less than Units of other blank check companies.~~

~~Each~~Table ~~unit contains one-third~~ of ~~one~~ redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only whole warrants will trade. This is different from other offerings similar to ours whose units include one share of Class A common stock and one whole warrant or a greater fraction Contents

32Our letter agreements with our initial shareholders, officers and directors may be amended without shareholder approval.

~~Table~~Our letter agreements with our initial shareholders, officers and directors contains provisions relating to, among other things, restrictions on transfer of ~~Contents~~our founder shares and private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreement may be amended without shareholder approval. While we do not expect our board of directors to approve any amendment to the letter agreement prior to our initial Business Combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreements. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.

ofRights ~~one~~Relating ~~whole warrant~~ to ~~purchase~~Our ~~one~~Securities share. We have established the components of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate for a third of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive Business Combination partner for target businesses. Nevertheless, this Unit structure may cause our Units to be worth less than if they included one whole warrant or a greater fraction of one whole warrant to purchase one whole share.

~~Our~~You ~~warrant~~will ~~agreement~~not ~~designates~~have ~~the~~any ~~courts~~rights ~~of the State of New York~~ or ~~the~~interests ~~United States~~in ~~District~~funds ~~Court~~from ~~for~~ the ~~Southern~~Trust ~~District~~Account, ~~of New York~~except asunder ~~the~~certain ~~sole~~limited ~~and~~circumstances. ~~exclusive~~To ~~forum~~liquidate ~~for~~your ~~certain~~investment, ~~types~~therefore, ofyou ~~actions and proceedings that~~ may be ~~initiated~~forced byto ~~holders~~sell ofyour ~~our~~Public Shares and/or warrants, ~~which~~potentially ~~could~~at ~~limit the ability of warrant holders to obtain~~ a ~~favorable judicial forum for disputes with our Company~~loss.

Our Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) our completion of an 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 limitations described herein; (2) 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 allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or

~~Our warrant agreement provides that, subject to applicable law, (i)~~pre-initial any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Business

Combination activity; and (3) the redemption of our Public Shares if we have not completed an initial Business Combination within 24 months from the closing of the 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. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares and/or warrants, potentially at a loss.

~~Notwithstanding~~The ~~the~~NYSE ~~foregoing,~~may ~~these~~delist provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our ~~warrants~~ ~~shall~~securities befrom ~~deemed~~trading toon ~~have~~its ~~notice of and to have consented to the forum provisions in our warrant agreement. If any action~~exchange, ~~the subject matter of~~ which iscould ~~within~~limit ~~the~~investors’ ~~scope~~ability ofto ~~the~~make ~~forum~~transactions ~~provisions of the warrant agreement, is filed~~ in ~~a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “NY foreign action”) in the name of any holder of~~ our ~~warrants,~~securities ~~such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state~~ and ~~federal~~subject ~~courts~~us ~~located in the State of New York in connection with any action brought in any such court~~ to ~~enforce~~additional ~~the~~trading forum provisions (a “NY enforcement action”), and (y) having service of process made upon such warrant holder in any such NY enforcement action by service upon such warrant holder’s counsel in the NY foreign action as agent for such warrant holderrestrictions.

~~This~~We ~~choice-of-forum provision~~cannot ~~may~~assure ~~limit~~you athat ~~warrant~~our ~~holder’s~~securities ~~ability to~~will ~~bring~~continue ato ~~claim~~be inlisted aon ~~judicial~~the ~~forum~~NYSE ~~that~~because itwe ~~finds~~must ~~favorable~~maintain ~~for~~certain ~~disputes with our Company~~financial, ~~which~~distribution ~~may~~and ~~discourage~~share ~~such~~price ~~lawsuits~~levels. ~~Alternatively~~Generally, ifwe amust ~~court~~maintain ~~were~~a tominimum ~~find~~number ~~this~~of ~~provision~~holders of our ~~warrant~~securities ~~agreement~~(generally ~~inapplicable~~300 orPublic ~~unenforceable~~Stockholders). Additionally, in connection with ~~respect to~~our ~~one~~initial orBusiness ~~more~~Combination, ofwe ~~the~~will ~~specified~~be ~~types~~required ofto ~~actions~~demonstrate orcompliance ~~proceedings,~~with wethe ~~may~~applicable ~~incur~~exchange’s ~~additional~~initial ~~costs~~listing ~~associated~~requirements, ~~with~~which ~~resolving~~are ~~such~~more ~~matters~~rigorous inthan ~~other~~the ~~jurisdictions~~continued listing requirements, ~~which~~in ~~could~~order ~~materially~~to ~~and~~continue ~~adversely~~to ~~affect~~maintain the listing of our ~~business,~~securities. ~~financial~~We ~~condition~~cannot ~~and~~assure ~~results of~~you ~~operations~~that ~~and~~we ~~result~~will inbe aable ~~diversion~~to ofmeet ~~the~~those initial listing requirements at that time, ~~and~~which ~~resources~~may ofnegatively impact our ~~management~~ability ~~and~~to ~~board~~consummate ofour ~~directors~~initial Business Combination.

If any of our securities are delisted 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

~~Our amended and restated certificate of incorporation designates~~ over-the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with our Company or our Company’s directors, officers or other employees-counter market.

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

~~Our~~• amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf of our Company, (2) action asserting a ~~claim~~limited ofavailability ~~breach~~ of amarket ~~fiduciary~~quotations ~~duty owed by any director, officer, employee or agent of our Company to our Company or our stockholders, or any claim~~ for ~~aiding and abetting any such alleged breach, (3) action asserting a claim against~~ our Company or any director or officer of our Company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action asserting a claim against us or any director or officer of our Company governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination) or (b) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery. securities;

33• reduced liquidity for our securities;

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

~~Notwithstanding~~• the foregoing, the provisions of the preceding paragraph do not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or otherwise arising under federal securities laws. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and our amended and restated certificate of incorporation will provide that the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a ~~cause~~limited ofamount ~~action arising under the federal securities laws, including the Securities Act and the rules and regulations thereunder, unless we consent in writing to the selection~~ of annews alternative forum. Our decision to adopt such a federal forum provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that our federal forum provision should be enforced in a particular case, application of our federal forum provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act or the rules and ~~regulations~~analyst ~~thereunder~~coverage; ~~must be brought in federal court~~ and cannot be brought in state court. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

~~Provisions~~• ~~in our amended and restated certificate of incorporation may inhibit~~ a ~~takeover~~decreased ofability ~~us,~~to ~~which~~issue ~~could~~additional ~~limit~~securities ~~the~~or ~~price~~obtain ~~investors might~~additional befinancing ~~willing to pay~~ in the future ~~for our Class A common stock and could entrench management~~.

~~Our~~31 amended and restated certificate of incorporation will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include the ability of the board of directors to designate the terms of and issue new series of preferred stock, and the fact that prior to the completion of our initial Business Combination only holders of our shares of Class B common stock, which are held by our initial stockholders, are entitled to vote on the election of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

WeTable ~~are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change~~ of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Contents

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or

~~General Risk Factors~~ pre-empts

the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Units, Class A common stock and warrants currently qualify as covered securities under such statute. Although the states are pre-empted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

WeYou ~~are~~will anot ~~newly~~be ~~incorporated company~~permitted ~~with~~to noexercise ~~operating~~your ~~history~~warrants ~~and~~unless nowe ~~operating~~register ~~revenues,~~ and ~~you~~qualify ~~have~~the noissuance ~~basis~~of onthe ~~which~~underlying toshares ~~evaluate~~of ~~our~~Class A ~~ability~~common tostock ~~achieve~~or ~~our~~certain ~~business~~exemptions ~~objective~~are available.

WePursuant to the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial Business Combination, we will use our commercially reasonable efforts to file a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a ~~newly~~fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated ~~company~~by ~~with~~reference notherein ~~operating~~are ~~results~~not current, complete or correct or the SEC issues a stop order. ~~Because~~If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we ~~lack~~will anbe ~~operating~~required ~~history~~to permit holders to exercise their warrants on a cashless basis, in which case, the number of shares of Class A common stock that you ~~have~~will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 shares of Class A common stock per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, ~~upon~~and ~~which~~we will not be obligated to ~~evaluate~~issue ~~our~~any ~~ability~~shares to ~~achieve~~ holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our ~~business~~shares ~~objective~~of Class A common stock are at the time of ~~completing~~any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our ~~initial~~option, ~~Business~~require ~~Combination~~holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with ~~one~~Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or ~~more~~maintain ~~target~~in ~~businesses~~effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. WeIn no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no ~~plans~~value and expire worthless. In such event, ~~arrangements~~holders orwho ~~understandings~~acquired ~~with~~their ~~any~~warrants ~~prospective~~as ~~target~~part ~~business~~of ~~concerning~~a purchase of the units will have paid the full unit purchase price solely for the shares of Class A common stock included in the Units. There may be a ~~Business~~circumstance ~~Combination~~where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants that were included as part of the Units. In such an instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be ~~unable~~ able to ~~complete~~exercise their warrants and sell the shares of Class A common stock underlying their warrants while holders of our ~~initial~~public ~~Business~~warrants ~~Combination~~would not be able to exercise their warrants and sell the underlying shares of Class A common stock. If and when the warrants become redeemable by us, we ~~fail~~may exercise our redemption right even if we are unable to ~~complete~~register ~~our~~or ~~initial~~qualify ~~Business~~the ~~Combination~~underlying shares of Class A common stock for sale under all applicable state securities laws. As a result, we ~~will~~may ~~never~~redeem ~~generate~~the ~~any~~warrants ~~operating~~as ~~revenues~~set forth above even if the holders are otherwise unable to exercise their warrants.

~~Past~~32 ~~performance by Foundry Group or our Sponsor, directors or management team or their respective affiliates may not be indicative of future performance of an investment in the Company.~~

~~Information~~Table regarding performance by Foundry Group or our Sponsor, directors or management team or their respective affiliates is presented for informational purposes only. Past performance by Foundry Group or our Sponsor, directors or management team or their respective affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial Business Combination or (2) of success with respect to any Business Combination we may consummate. You should not rely on the historical record of Foundry Group or our Sponsor, directors or management team or their respective affiliates or any related investment’s performance as indicative of our future performance of an investment in the Company or the returns the Company will, or is likely to, generate going forward. Contents

34We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.

~~Table~~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 ~~Contents~~the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus for the Initial Public Offering, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the interest of the registered holders of the warrants, provided that the approval by the holders of at least 65% of the then outstanding public warrants is required 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 65% of the then outstanding public warrants approve of such amendment; provided that any amendment that solely affects the terms of the Private Placement Warrants or any provision of the warrant agreement solely with respect to the Private Placement Warrants will also require at least 65% of the number of the then outstanding Private Placement Warrants. Although our ability to amend the terms of the public warrants with the consent of at least 65% 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, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

We ~~are~~may anredeem ~~emerging~~your ~~growth~~unexpired ~~company~~warrants ~~and~~prior ato ~~smaller~~their ~~reporting~~exercise ~~company~~at ~~within~~a ~~the~~time ~~meaning~~that ofis ~~the~~disadvantageous ~~Securities Act, and if we take advantage of certain exemptions from disclosure requirements available~~ to ~~emerging growth companies or smaller reporting companies~~you, ~~this~~thereby ~~could~~making ~~make~~your ~~our~~warrants ~~securities less attractive to investors and may make it more difficult to compare our performance with other public companies~~worthless.

We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of Class A common stock for any 20 trading days within a

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes30-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading ~~prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.~~

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants as described above could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.

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 of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted). 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 of our Class A common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt “out -of -the ~~extended transition period and comply with the requirements that apply to non~~-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companiesmoney, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. ”

in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock had your warrants remained outstanding. 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 of Class A common stock received is capped at 0.361 shares of Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

~~Additionally,~~33 we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

~~Item~~Table ~~1.B.~~of ~~Unresolved Staff Comments.~~Contents

~~None~~Our management’s ability to require holders of our Public Warrants to exercise such Public Warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the Public Warrants than they would have received had they been able to exercise their public warrants for cash.

~~Item~~If 2we call our Public Warrants for redemption after the redemption criteria described elsewhere in this Annual Report have been satisfied, our management will have the option to require any holder that wishes to exercise its Warrant (including any warrants held by our sponsor, officers, directors or their permitted transferees) to do so on a “cashless basis.” ~~Properties~~If our management chooses to require holders to exercise their warrants on a cashless basis, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his, her or its Warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our Company.

Because each unit contains

~~We currently maintain our executive offices at 700 Front St. Ste. 104 Louisville, CO 80027. We consider our current office space adequate for our current operations.~~ one-third

of one redeemable warrant and only a whole warrant may be exercised, the Units may be worth less than Units of other blank check companies.

Each unit contains

35 one-third of

one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only whole warrants will trade. This is different from other offerings similar to ours whose units include one share of Class A common stock and one whole warrant or a greater fraction of one whole warrant to purchase one share. We have established the components of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate for a third of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive Business Combination partner for target businesses. Nevertheless, this Unit structure may cause our Units to be worth less than if they included one whole warrant or a greater fraction of one whole warrant to purchase one whole share.

~~Table~~Our warrant agreement designates the courts of ~~Contents~~the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company.

~~Item~~Our 3warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. ~~Legal~~We ~~Proceedings~~will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

WeNotwithstanding ~~are~~the foregoing, these provisions of the warrant agreement do not ~~currently~~apply ~~subject~~to suits brought to enforce any ~~material~~liability ~~legal~~or ~~proceedings,~~duty ~~nor,~~created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our ~~knowledge~~warrant agreement. If any action, the subject matter of which is ~~any~~within ~~material~~the ~~legal~~scope ~~proceeding~~of ~~threatened~~the ~~against~~forum usprovisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “NY foreign action”) in the name of any holder of our ~~officers~~ orwarrants, ~~directors~~such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in ~~their~~the ~~corporate~~State ~~capacity~~of New York in connection with any action brought in any such court to enforce the forum provisions (a “NY enforcement action”), and (y) having service of process made upon such warrant holder in any such NY enforcement action by service upon such warrant holder’s counsel in the NY foreign action as agent for such warrant holder.

This

~~Item 4. Mine Safety Disclosures.~~choice-of-forum provision

may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

~~None.~~34

36Table of Contents

~~Table~~Our amended and restated certificate of ~~Contents~~incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with our Company or our Company’s directors, officers or other employees.

~~PART~~Our IIamended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf of our Company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of our Company to our Company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting a claim against our Company or any director or officer of our Company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action asserting a claim against us or any director or officer of our Company governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination) or (b) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery.

~~Item~~Notwithstanding 5the foregoing, the provisions of the preceding paragraph do not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or otherwise arising under federal securities laws. ~~Market~~Section 22 of the Securities Act creates concurrent jurisdiction for ~~Registrant’s~~federal ~~Common~~and ~~Equity~~state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, ~~Related~~and ~~Stockholder~~our ~~Matters~~amended and ~~Issuer~~restated ~~Purchases~~certificate of ~~Equity~~incorporation will provide that the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the federal securities laws, including the Securities Act and the rules and regulations thereunder, unless we consent in writing to the selection of an alternative forum. Our decision to adopt such a federal forum provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that our federal forum provision should be enforced in a particular case, application of our federal forum provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder must be brought in federal court and cannot be brought in state court. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

(Provisions in our amended and restated certificate of incorporation may inhibit a) ~~Market~~takeover ~~Information~~of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management.

Our ~~Units began~~amended ~~trading~~and onrestated ~~the~~certificate ~~NYSE~~of onincorporation ~~January 5,~~will ~~2021.~~contain ~~Each~~provisions ~~Unit~~that ~~consists~~may ofdiscourage ~~one~~unsolicited ~~share~~takeover ofproposals ~~Class A~~that ~~common~~stockholders ~~stock~~may ~~and~~consider ~~one-third~~to ofbe ~~one~~in ~~redeemable~~their ~~warrant~~best tointerests. ~~purchase~~These ~~one~~provisions ~~share~~include the ability of ~~Class A~~the ~~common~~board ~~stock.~~of ~~On February 24,~~directors ~~2021,~~to wedesignate ~~announced~~the ~~that~~terms ~~holders~~of and issue new series of ~~the~~preferred ~~Units~~stock, ~~may~~and ~~elect~~the tofact ~~separately~~that ~~trade~~prior to the ~~Class A~~completion ~~common~~of ~~stock~~our ~~and~~initial ~~redeemable~~Business ~~warrants~~Combination ~~included~~only inholders ~~the~~of ~~Units~~our ~~commencing~~shares onof ~~February~~Class 25B common stock, ~~2021.~~which ~~Any~~are ~~Units~~held ~~not~~by ~~separated~~our ~~continue~~initial stockholders, are entitled to ~~trade~~ vote on the ~~NYSE~~election ~~under~~of ~~the~~directors, ~~symbol~~which ~~“CRU.U.”~~may ~~Any~~make ~~underlying~~more ~~shares~~difficult ofthe ~~Class A~~removal ~~Common~~of ~~Stock~~management and ~~redeemable~~may ~~warrants~~discourage transactions that ~~are~~otherwise ~~separated~~could ~~trade~~involve onpayment ~~the~~of ~~NYSE~~a ~~under~~premium ~~the~~over ~~symbols~~prevailing ~~“CRU”~~market ~~and~~prices ~~“CRU~~for ~~WS,”~~our ~~respectively~~securities.

~~(b)~~We ~~Holders~~are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

As35 of March 29, 2021, there was approximately one holder of record of our Units, approximately one holder of record of our separately traded shares of Class A common stock, and approximately two holders of record of our redeemable warrants.

~~(c)~~Table ~~Dividends~~of Contents

WeGeneral ~~have~~Risk ~~not~~Factors paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future, except if we increase the size of the Initial Public Offering, in which case we will effect a stock dividend or other appropriate mechanism immediately prior to the consummation of the Initial Public Offering in an amount as to maintain the number of founder shares at 20% of our issued and outstanding shares of common stock upon the consummation of the Initial Public Offering. Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~(d)~~We ~~Securities~~are ~~Authorized~~a ~~for~~newly ~~Issuance~~incorporated ~~Under~~company ~~Equity~~with ~~Compensation~~no ~~Plans~~operating history and no operating revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

~~None~~We are a newly incorporated company with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial Business Combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a Business Combination and may be unable to complete our initial Business Combination. If we fail to complete our initial Business Combination, we will never generate any operating revenues.

~~(e)~~Past ~~Performance~~performance ~~Graph~~by Foundry Group or our Sponsor, directors or management team or their respective affiliates may not be indicative of future performance of an investment in the Company.

~~The~~Information regarding performance ~~graph~~by ~~has~~Foundry ~~been~~Group ~~omitted~~or our Sponsor, directors or management team or their respective affiliates is presented for informational purposes only. Past performance by Foundry Group or our Sponsor, directors or management team or their respective affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial Business Combination or (2) of success with respect to any Business Combination we may consummate. You should not rely on the historical record of Foundry Group or our Sponsor, directors or management team or their respective affiliates or any related investment’s performance as ~~permitted~~indicative ~~under~~of ~~rules~~our ~~applicable~~future performance of an investment in the Company or the returns the Company will, or is likely to, ~~smaller~~generate ~~reporting~~going ~~companies~~forward.

~~(f)~~Cyber ~~Recent~~incidents ~~Sales~~or ofattacks ~~Unregistered~~directed ~~Securities;~~at ~~Use~~us ofcould ~~Proceeds~~result ~~from~~in ~~Registered~~information ~~Offerings~~theft, data corruption, operational disruption and/or financial loss.

~~Unregistered~~We ~~Sales~~depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

OnWe ~~September 25,~~are ~~2020,~~an ~~our Sponsor~~emerging ~~purchased~~growth ~~5,750,000~~company ~~shares~~and ofa ~~our~~smaller ~~Class B~~reporting ~~common~~company ~~stock,~~within ~~par value $0.0001 per share (~~the ~~“Founder~~meaning ~~Shares”), for an aggregate price~~ of ~~$25,000.~~the OnSecurities ~~January 4~~Act, ~~2021,~~and if we ~~effected~~take aadvantage ~~1:1.125 stock split~~ of ~~Class B~~certain ~~common stock,~~exemptions ~~resulting~~from indisclosure anrequirements ~~aggregate~~available ofto ~~6,468,750~~emerging ~~shares~~growth ofcompanies ~~Class B~~or ~~common~~smaller ~~stock~~reporting ~~outstanding.~~companies, ~~All~~this ~~shares~~could ~~and~~make ~~associated~~our ~~amounts~~securities ~~have~~less ~~been~~attractive ~~retroactively restated~~ to ~~reflect~~investors ~~the~~and ~~stock~~may ~~split.~~make ~~The~~it ~~initial~~more ~~stockholders~~difficult ~~agreed~~ to ~~forfeit~~compare ~~up to 843,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of~~ our ~~issued~~performance ~~and~~with ~~outstanding~~other ~~shares~~public ~~after the Initial Public Offering~~companies. ~~The underwriters exercised the over-allotment option in full on January 7, 2021; thus, these 843,750 shares of Class B common stock were no longer subject to forfeiture.~~

37 non-affiliates equals

or exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

~~Table~~36 ~~of Contents~~

~~Simultaneously~~Table ~~with the closing~~ of the Initial Public Offering, we consummated the Private Placement of 4,783,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million. Contents

~~This issuance was made pursuant to the exemption from registration contained in Section~~non-emerging ~~4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.~~ growth

companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation

~~Use of Proceeds~~S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by

~~On January 7, 2021, the Company consummated its Initial Public Offering of 25,875,000 Units, including 3,375,000 Over~~non-~~Allotment Units, at $10.00 per Unit, generating gross proceeds of $258.8~~affiliates million. Credit Suisse acted as the sole book-running manager for the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-251495 and 333-251891). The SEC declared the registration statements effective on January 5, 2021. equals

or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by

Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 4,783,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2non-affiliates ~~million.~~ equals

or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

InOur ~~connection~~warrants ~~with~~are ~~the~~accounted ~~Initial Public~~for ~~Offering,~~as weliabilities incurred offering costs of approximately $14.7 million (including deferred underwriting commissions of approximately $9.1 million). Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering. After deducting the underwriting discounts and ~~commissions (excluding~~ the ~~deferred~~changes ~~portion,~~in ~~which~~value ~~amount will be payable upon consummation~~ of ~~the~~our ~~initial~~warrants ~~Business~~could ~~Combination,~~have ifa ~~consummated)~~material ~~and~~effect ~~the~~on ~~Initial Public Offering expenses, $258.8 million of the net proceeds from~~ our ~~Initial~~financial ~~Public Offering and certain of the proceeds from the Private Placement of the Private Placement Warrants (or $10~~results.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Annual Report.

~~There~~On ~~has~~April 12, ~~been~~2021, nothe ~~material~~Acting ~~change~~Director inof the ~~planned~~Division ~~use~~of Corporation Finance and Acting Chief Accountant of the ~~proceeds~~SEC ~~from~~together issued a statement regarding the ~~Initial~~accounting ~~Public~~and ~~Offering~~reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and ~~Private~~Reporting ~~Placement~~Considerations asfor isWarrants ~~described~~Issued inby ~~the Company~~Special Purpose Acquisition Companies (‘SPACs’s)” ~~final~~(the ~~prospectus~~“SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the ~~Initial~~warrant ~~Public~~agreement ~~Offering~~governing our warrants. ~~For~~As a ~~description~~result of the ~~use~~SEC ofStatement, we reevaluated the ~~proceeds~~accounting ~~generated~~treatment ~~from~~of ~~the~~our ~~Initial~~8,625,000 Public ~~Offering~~Warrants and 4,783,333 ~~see~~Private ~~“Item~~Placement 1.Warrants, ~~Business~~and determined to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.”

As a result, included on our consolidated balance sheet as of December 31, 2021 contained elsewhere in this Annual Report on Form

~~Item 6. Selected Financial Data.~~10-K

are derivative liabilities related to embedded features contained within the Warrants. Accounting Standards Codification (“ASC”) 815,

~~Selected~~ Derivatives ~~financial~~and ~~data has been omitted as permitted under rules applicable to smaller reporting companies.~~ Hedging

, and ASC 820,

~~Item~~ Fair 7.Value ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~Measurement

, provide for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting

References to the “Company”, “our”, “us” or “we” refer to Crucible Acquisition Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report. Certain information contained in the discussion and analysis set forth below includes forwardnon-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A. Risk Factors” and elsewhere in this Annual Report. cash

gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our consolidated financial statements and results of operations may fluctuate quarterly based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize

~~Overview~~ non-cash

gains or losses on the Warrants each reporting period and that the amount of such gains or losses could be material.

We ~~are~~have identified a ~~blank~~material ~~check~~weakness ~~company incorporated~~in asour ainternal ~~Delaware~~control ~~corporation~~over onfinancial ~~September~~reporting as of March 1631, ~~2020~~2021. If we are unable to develop and ~~formed~~maintain ~~for~~an ~~the~~effective ~~purpose~~system of ~~effecting~~internal acontrol ~~merger~~over financial reporting, ~~capital~~we ~~stock~~may ~~exchange,~~not ~~asset~~be ~~acquisition,~~able ~~stock~~to ~~purchase,~~accurately ~~reorganization~~report orour ~~similar~~financial ~~Business~~results ~~Combination~~in ~~with~~a ~~one~~timely ormanner, ~~more businesses.~~which ~~Prior~~may toadversely ~~the~~affect ~~consummation~~investor ofconfidence ~~our~~in ~~Initial~~us ~~Public~~and ~~Offering,~~materially weand ~~have~~adversely affect our business and operating results.

Following this issuance of the SEC Statement, in April 2021, the Company identified a misstatement in its accounting treatment for the Warrants as presented in its audited balance sheet as of January 7, 2021 included in its Current Report on Form

38 8-K,

filed January 13, 2021. See “

~~Table~~—Our ofwarrants ~~Contents~~are accounted for as liabilities and the

~~not~~changes ~~selected~~in ~~any~~value ~~Business~~of ~~Combination~~our ~~target~~warrants ~~and~~could we have ~~not,~~a ~~nor~~material ~~has~~effect ~~anyone~~ on our ~~behalf,~~financial initiated any substantive discussions, directly or indirectly, with any Business Combination target. We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt. results

.” As part of such process, we identified a material weakness in our internal controls over financial reporting.

~~Our~~37 ~~sponsor is Foundry Crucible I, LLC, a Delaware limited liability company. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.~~

~~The~~Table ~~registration statement for our Initial Public Offering was declared effective on January 4, 2021. On January 7, 2021, we consummated the Initial Public Offering~~ of 25,875,000 Units, including 3,375,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $258.8 million, and incurring offering costs of approximately $14.7 million, of which approximately $9.1 million was for deferred underwriting commissions. Contents

~~Simultaneously~~A ~~with~~material ~~the~~weakness ~~closing of~~is ~~the~~a ~~Initial~~deficiency, ~~Public~~or ~~Offering~~a combination of deficiencies, wein ~~consummated~~internal ~~the~~control ~~Private~~over ~~Placement~~financial ~~of 4,783,333 warrants~~reporting atsuch that there is a ~~price~~reasonable possibility that a material misstatement of ~~$1.50~~our ~~per~~annual ~~Private~~or ~~Placement~~interim ~~Warrant~~financial tostatements ~~the~~will ~~Sponsor~~not be prevented, ~~generating~~or ~~proceeds~~detected ofand ~~approximately~~corrected $7on a timely basis.~~2 million.~~

~~Upon~~Effective ~~the~~internal ~~closing~~controls ofare ~~the~~necessary ~~Initial~~for ~~Public~~us ~~Offering~~to ~~and~~provide ~~the~~reliable ~~Private~~financial ~~Placement,~~reports ~~approximately~~and ~~$258.8 million~~prevent ~~($10~~fraud.00 ~~per~~We ~~Unit) of~~continue ~~the~~to ~~net~~evaluate ~~proceeds~~steps ofto ~~the Initial~~remediate ~~Public Offering and certain of~~ the ~~proceeds~~material ~~of the Private Placement was placed in the Trust Account, and invested only in U~~weakness.S. ~~government~~These ~~treasury~~remediation ~~bills~~measures ~~with~~may abe ~~maturity~~time ofconsuming ~~185 days or less or in money market funds investing solely in U.S. Treasuries~~ and ~~meeting certain conditions under Rule 2a-7 under the Investment Company Act~~costly, asand ~~determined~~there byis ~~us,~~no ~~until~~assurance ~~the~~that ~~earlier~~these ~~of:~~initiatives ~~(i) the~~will ~~completion~~ultimately ofhave ~~a Business Combination and (ii)~~ the ~~distribution~~intended ~~of the Trust Account as described below~~effects.

~~Our~~If ~~management~~we ~~has~~identify ~~broad~~any ~~discretion~~new ~~with~~material ~~respect~~weaknesses toin the ~~specific~~future, ~~application~~any ofsuch ~~the net~~newly ~~proceeds~~identified material weakness could limit our ability to prevent or detect a misstatement of ~~the~~our ~~Initial~~accounts ~~Public~~or ~~Offering~~disclosures ~~and~~that ~~the~~could ~~sale~~result in a material misstatement of ~~the~~our ~~Private~~annual ~~Placement~~or ~~Warrants~~interim financial statements. In such case, ~~although~~we ~~substantially~~may ~~all~~be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the ~~net~~measures ~~proceeds~~we ~~are~~have ~~intended~~taken to date, or any measures we may take in the future, will be ~~applied~~sufficient ~~generally~~to ~~toward~~avoid ~~consummating~~potential afuture ~~Business~~material ~~Combination~~weaknesses.

IfWe wemay ~~are~~face ~~unable~~litigation to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 7, 2023 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and ~~not~~other ~~previously~~risks ~~released to us to pay our franchise~~ and ~~income~~uncertainties ~~taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights~~ as ~~stockholders (including~~a ~~the~~result ~~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 the ~~remaining~~material ~~stockholders~~weakness ~~and the board of directors, dissolve and liquidate, subject~~ in ~~each case to~~ our ~~obligations~~internal ~~under~~control ~~Delaware~~over ~~law~~financial toreporting ~~provide for claims of creditors~~ and the ~~requirements~~restatement of ~~other~~our ~~applicable~~financial ~~law~~statements.

Following this issuance of the SEC Statement, in April 2021, the Company identified a misstatement in its accounting treatment for the warrants as presented in its audited balance sheet as of January 7, 2021 included in its Current Report on

~~Results of Operations~~ Form 8-K,

filed January 13, 2021. See “

~~We have neither engaged in any operations nor generated any revenues from September 16, 2020 (inception) through December 31, 2020.~~ —Our ~~only~~warrants ~~activities~~are ~~since~~accounted ~~inception~~for ~~have~~as ~~been~~liabilities ~~organizational activities~~ and ~~those necessary to prepare for~~ the ~~Initial~~changes ~~Public~~in ~~Offering. Following~~value ~~the Initial Public Offering, we will not generate any operating revenues until after completion~~ of our ~~initial~~warrants ~~Business~~could ~~Combination.~~have Wea ~~will~~material ~~generate~~effect ~~non-operating income in the form of interest income~~ on ~~cash~~our ~~and cash equivalents after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal,~~ financial ~~reporting, accounting and auditing compliance), as well as for due diligence expenses.~~ results

.” As part of such process, we identified a material weakness in our internal controls over financial reporting.

As a result of such material weakness, the restatement of previously issued financials of the Company, the change in accounting for the warrants and other matters raised or that may in the future be raised by the SEC, we face the potential for litigation, inquiries from the SEC and other regulatory bodies, other disputes or proceedings which may include, among other things, monetary judgments, penalties or other sanctions, claims invoking the federal and state securities laws, and contractual claims. As of the date of this Annual Report on Form

~~For the period from September 16~~10-K, ~~2020 (inception) through December 31, 2020, we had a net loss of approximately $2,300, which consisted of general and administrative expenses and franchise tax expenses.~~

we have no knowledge of any such litigation, inquires, disputes or proceedings. However, we can provide no assurance that such litigation, inquiries, disputes or proceedings will not arise in the future. Any such litigation, inquiries, disputes or proceedings, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition, or our ability to complete our initial Business Combination.

39Global or regional conditions may adversely affect our business and our ability to find an attractive target business with which to consummate our initial Business Combination.

Adverse changes in global or regional economic conditions periodically occur, including recession or slowing growth, changes, or uncertainty in fiscal, monetary or trade policy, higher interest rates, tighter credit, inflation, lower capital expenditures by businesses, increases in unemployment and lower consumer confidence and spending. Adverse changes in economic conditions can harm global business and adversely affect our ability to find an attractive target business with which to consummate our initial Business Combination. Such adverse changes could result from geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns and terrorist activity, catastrophic events such as natural disasters and public health issues (including the

~~Table of Contents~~COVID-19

pandemic), supply chain interruptions, new or revised export, import or doing-business regulations, including trade sanctions and tariffs or other global or regional occurrences.

In particular, in response to Russia’s recent invasion of Ukraine, the United States, the European Union, and several other countries are imposing

~~Liquidity and Capital Resources~~ far-reaching

sanctions and export control restrictions on Russian entities and individuals. This rising conflict and the resulting market volatility could adversely affect global economic, political and market conditions. Additionally, tensions between the United States and China have led to increased tariffs and trade restrictions. The United States has imposed economic sanctions on certain Chinese individuals and entities and restrictions on the export of U.S.-regulated products and technology to certain Chinese technology companies. These and other global and regional conditions may adversely impact our business and our ability to find an attractive target businesses with which to consummate our initial Business Combination.

As38 ~~of December 31, 2020, we had approximately $18,000 in cash and working capital deficit of approximately $253,000.~~

~~Our~~Table ~~liquidity needs have been satisfied prior to the completion~~ of the Initial Public Offering through receipt of $25,000 from the sale of the Founder Shares to our Sponsor and loan proceeds of $80,000 from our Sponsor under an unsecured promissory note (the “Note”). Through December 31, 2020 and prior to the Initial Public Offering, we borrowed $80,000 under the Note and repaid it in full on January 7, 2021. Subsequent to the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Contents

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from this filingItem 1.B. ~~Over~~Unresolved ~~this~~Staff time period, we will use the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business CombinationComments.

~~Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the financial statements~~None. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Related~~Item 2. ~~Party~~Properties. ~~Transactions~~

~~Founder~~We ~~Shares~~ currently maintain our executive offices at 645 Walnut St., Boulder, CO 80302. We consider our current office space adequate for our current operations.

~~On September~~Item ~~25, 2020, the Sponsor purchased 5,750,000 Founder Shares, for an aggregate price of $25,000~~3. OnLegal ~~January 4, 2021, we effected a 1:1~~Proceedings.~~125~~ stock split of Class B common stock, resulting in an aggregate of 6,468,750 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The initial stockholders agreed to forfeit up to 843,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of our issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on January 7, 2021; thus, these 843,750 shares of Class B common stock were no longer subject to forfeiture.

~~The~~We ~~initial~~are ~~stockholders~~not ~~agreed,~~currently subject to ~~limited~~any ~~exceptions,~~material ~~not~~legal toproceedings, ~~transfer~~nor, ~~assign or sell any of the Founder Shares until the earlier~~ to ~~occur~~our of: (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splitsknowledge, ~~stock~~is ~~dividends, reorganizations, recapitalizations and the like) for~~ any ~~20-trading days~~material ~~within~~legal ~~any~~proceeding ~~30-trading day~~threatened ~~period commencing~~against atus ~~least 150 days after the initial Business Combination~~ or ~~(y) the~~any ~~date~~of onour ~~which~~officers ~~we complete a liquidation, merger, stock exchange, reorganization~~ or ~~other~~directors ~~similar transaction that results~~ in ~~all of the Public Stockholders having the right to exchange~~ their ~~shares~~corporate ~~of common stock for cash, securities or other property~~capacity.

~~Private~~Item 4. ~~Placement~~Mine ~~Warrants~~Safety Disclosures.

~~Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 4,783,333 Private Placement Warrants at a price of $1~~None.50 ~~per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million.~~

~~Each~~39 whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If we do not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

40Table of Contents

~~Table~~PART II. ~~of Contents~~

~~The~~Item 5. ~~Sponsor~~Market ~~and~~for ~~our~~Registrant’s ~~officers~~Common ~~and directors agreed~~Equity, ~~subject~~Related toStockholder ~~limited~~Matters ~~exceptions,~~and ~~not~~Issuer toPurchases ~~transfer, assign or sell any~~ of ~~their~~Equity ~~Private Placement Warrants until 30 days after the completion of the initial Business Combination~~Securities.

~~Related~~(a) ~~Party~~Market ~~Loans~~ Information

Our Units began trading on the NYSE on January 5, 2021. Each Unit consists of one share of Class A common stock and

~~On September 25, 2020, the Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note. This loan was non~~one-~~interest bearing and payable upon the completion of the Initial Public Offering. We borrowed $80,000 under the Note prior to the Initial Public Offering and repaid it in full on January 7, 2021.~~ third

of one redeemable warrant to purchase one share of Class A common stock. On February 24, 2021, we announced that holders of the Units may elect to separately trade the Class A common stock and redeemable warrants included in the Units commencing on February 25, 2021. Any Units not separated continue to trade on the NYSE under the symbol “CRU.U.” Any underlying shares of Class A Common Stock and redeemable warrants that are separated trade on the NYSE under the symbols “CRU” and “CRU WS,” respectively.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (~~“Working Capital Loans”~~b). If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, we had no borrowings under the Working Capital Loans. Holders

~~Administrative~~As ~~Services~~of ~~Agreement~~March 31, 2022, there was approximately one holder of record of our Units, approximately one holder of record of our separately traded shares of Class A common stock, and approximately two holders of record of our redeemable warrants.

We(c) entered into an agreement that provides, commencing on the effective date of the prospectus for the Initial Public Offering and through the earlier of consummation of the initial Business Combination or our liquidation, we agree to pay the Sponsor a total of $20,000 per month for administrative and support services. Dividends

~~Our~~We ~~officers~~have ornot ~~directors~~paid ~~will~~any becash ~~reimbursed~~dividends ~~for~~on ~~any out-of-pocket expenses~~our ~~incurred~~common instock ~~connection~~to ~~with~~date ~~activities~~and ondo ~~our~~not ~~behalf~~intend ~~such~~to aspay ~~identifying~~cash ~~potential~~dividends ~~target~~prior ~~businesses~~to ~~and~~the ~~performing~~completion ~~due~~of ~~diligence~~our oninitial ~~suitable~~ Business ~~Combinations~~Combination. ~~Our~~The ~~audit~~payment ~~committee~~of ~~will~~cash ~~review~~dividends onin athe ~~quarterly~~future ~~basis~~will ~~all~~be ~~payments~~dependent ~~that~~upon ~~were~~our ~~made~~revenues toand ~~the~~earnings, ~~Sponsor~~if any, ~~officers~~capital orrequirements ~~directors,~~and orgeneral financial condition subsequent to completion of our orinitial ~~their~~Business ~~affiliates~~Combination. ~~Any~~The ~~such~~payment ~~payments~~of ~~prior~~any cash dividends subsequent to anour initial Business Combination will be ~~made~~within ~~using funds~~the ~~held~~discretion ~~outside~~of ~~the~~our ~~Trust~~board ~~Account~~of directors at such time. ~~Other~~In ~~than~~addition, ~~quarterly~~our ~~audit~~board ~~committee~~of ~~review~~directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future, except if we increase the size of ~~such~~the ~~payments~~Initial Public Offering, in which case we dowill ~~not~~effect ~~expect~~a stock dividend or other appropriate mechanism immediately prior to ~~have~~the ~~any~~consummation ~~additional~~of ~~controls~~the Initial Public Offering in ~~place~~an ~~governing~~amount as to maintain the ~~reimbursement~~number ~~payments~~of tofounder shares at 20% of our ~~directors~~issued and ~~officers~~outstanding ~~for~~shares ~~their~~of ~~out-~~common stock upon the consummation of~~-pocket expenses~~ ~~incurred~~the inInitial ~~connection~~Public ~~with~~Offering. ~~identifying~~Further, ~~and~~if ~~consummating~~we anincur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~Other~~(d) ~~Contractual~~Securities ~~Obligations~~Authorized for Issuance Under Equity Compensation Plans

~~Registration~~None. ~~Rights~~

~~The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any,~~ (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Sharese) ~~are~~Performance entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Graph

~~Underwriting~~The ~~Agreement~~performance graph has been omitted as permitted under rules applicable to smaller reporting companies.

We(f) ~~granted~~Recent ~~the~~Sales ~~underwriters~~of aUnregistered ~~45-day option~~Securities; ~~from~~Use ~~the date~~ of ~~Initial~~Proceeds ~~Public~~from ~~Offering~~Registered to purchase up to 3,375,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on January 7, 2021. Offerings

41Unregistered Sales

~~Table~~On September 25, 2020, our Sponsor purchased 5,750,000 shares of ~~Contents~~our Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. On January 4, 2021, we effected a 1:1.125 stock split of Class B common stock, resulting in an aggregate of 6,468,750 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The initial stockholders agreed to forfeit up to 843,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of our issued and outstanding shares after the Initial Public Offering. The underwriters exercised the over-allotment option in full on January 7, 2021; thus, these 843,750 shares of Class B common stock were no longer subject to forfeiture.

~~The~~Simultaneously ~~underwriters~~with ~~were entitled to an underwriting discount of $0.20 per Unit, or approximately $5.2 million in~~ the ~~aggregate, paid upon the~~ closing of the Initial Public Offering., Inwe ~~addition,~~consummated the ~~underwriters~~Private ~~were~~Placement ~~entitled~~of to4,783,333 aPrivate ~~deferred~~Placement ~~fee~~Warrants ofat ~~$0.35~~a ~~per~~price ~~Unit,~~of ~~or approximately~~ $9.1 ~~million in the aggregate~~.50 ~~The~~per ~~deferred~~Private ~~fee~~Placement ~~will become~~Warrant ~~payable~~ to the ~~underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination~~Sponsor, ~~subject~~generating toproceeds ~~the terms~~ of ~~the~~approximately ~~underwriting agreement~~$7.2 million.

~~Quantitative~~40 ~~and Qualitative Disclosures about Market Risk~~

~~The~~Table ~~net proceeds~~ of the Initial Public Offering and the sale of the Private Placement Warrants held in the Trust Account will be invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. Contents

~~Off-Balance~~This ~~Sheet~~issuance ~~Arrangements;~~was ~~Commitments~~made ~~and~~pursuant ~~Contractual~~to ~~Obligations;~~the ~~Quarterly~~exemption ~~Results~~from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.

AsUse of ~~December 31,~~Proceeds ~~2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.~~

On January 7, 2021, the Company consummated its Initial Public Offering of 25,875,000 Units, including 3,375,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $258.8 million. Credit Suisse acted as the sole book-running manager for the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on registration statements on Form

~~JOBS Act~~ S-1

(No.

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non333-~~emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.~~ 251495

and

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things: (1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes333-~~Oxley Act; (2~~251891) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (4) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. ~~These exemptions will apply for a period of five years following the completion of the Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.~~

The SEC declared the registration statements effective on January 5, 2021.

~~Item~~Simultaneously 7with the closing of the Initial Public Offering, we consummated the Private Placement of 4,783,333 Private Placement Warrants at a price of $1.A.50 ~~Quantitative~~per ~~and~~Private ~~Qualitative~~Placement ~~Disclosure~~Warrant ~~About~~to ~~Market~~the ~~Risk~~Sponsor, generating proceeds of approximately $7.2 million.

WeIn ~~are~~connection awith ~~smaller~~the ~~reporting~~Initial ~~company~~Public asOffering, ~~defined~~we byincurred ~~Rule~~offering ~~12b-2~~costs of approximately $14.7 million (including deferred underwriting commissions of approximately $9.1 million). Other incurred offering costs consisted principally of preparation fees related to the ~~Exchange~~Initial ~~Act~~Public Offering. After deducting the underwriting discounts and ~~are~~commissions ~~not~~(excluding ~~required~~the todeferred ~~provide~~portion, which amount will be payable upon consummation of the ~~information~~ ~~otherwise~~initial ~~required~~Business ~~under~~Combination, if consummated) and the Initial Public Offering expenses, $258.8 million of the net proceeds from our Initial Public Offering and certain of the proceeds from the Private Placement of the Private Placement Warrants (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this ~~item~~Annual Report.

42There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering. For a description of the use of the proceeds generated from the Initial Public Offering, see “Item 1. Business.”

~~Table~~Item 6. of[Reserved.]. ~~Contents~~

Item 8 7. Management’s Discussion and Analysis of Financial ~~Statements~~Condition and ~~Supplementary~~Results ~~Data~~of Operations.

~~CRUCIBLE~~References ~~ACQUISITION~~to ~~CORPORATION~~the “Company”, “our”, “us” or “we” refer to Crucible Acquisition Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A. Risk Factors” and elsewhere in this Annual Report.

Report of Independent Registered Public Accounting Firm			F-2
Financial Statements:
Balance Sheet as of December 31, 2020			F-3
Statement of Operations for the period from September 16, 2020 (inception) through December 31, 2020			F-4
Statement of Changes in Stockholders’ Equity for the period from September 16, 2020 (inception) through December 31, 2020			F-5
Statement of Cash Flows for the period from September 16, 2020 (inception) through December 31, 2020			F-6
Notes to Financial Statements			F-7

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on

FForm 10-1 K includes

forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in this and our other SEC filings.

~~Table~~41 ~~of Contents~~

~~REPORT~~Table OFof ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~ Contents

ToOverview ~~the Stockholders and Board of Directors of~~

~~Crucible Acquisition~~We ~~Corporation~~are a blank check company incorporated in Delaware on September 16, 2020. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

~~Opinion~~Our sponsor is Foundry Crucible I, LLC, a Delaware limited liability company. The registration statement for our Initial Public Offering was declared effective on ~~the~~January 4, ~~Financial~~2021. ~~Statements~~On January 7, 2021, we consummated our Initial Public Offering of 25,875,000 Units, including 3,375,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $258.8 million, and incurring offering costs of approximately $14.7 million, of which approximately $9.1 million was for deferred underwriting commissions.

WeSimultaneously ~~have~~with ~~audited~~ the ~~accompanying~~closing ~~balance sheet~~ of ~~Crucible Acquisition Corporation (~~the ~~“Company”)~~Initial asPublic ~~of December 31~~Offering, ~~2020,~~we ~~the~~consummated ~~related statements of operations, changes in stockholders’ equity and cash flows for~~ the ~~period~~Private ~~from~~Placement ~~September 16,~~of ~~2020 (inception) through December 31~~4, ~~2020~~783,333 ~~and~~Private ~~the~~Placement ~~related~~Warrants ~~notes~~at ~~(collectively~~a ~~referred~~price toof ~~as the “financial statements”)~~$1.50 Inper ~~our~~Private ~~opinion,~~Placement ~~the~~Warrant ~~financial~~to ~~statements present fairly, in all material respects,~~ the ~~financial position of the Company as of December 31~~Sponsor, ~~2020,~~generating ~~and~~proceeds ~~the results~~ of ~~its~~approximately ~~operations and its cash flows for the period from September~~$7.2 ~~16, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America~~million.

Upon the closing of the Initial Public Offering and the Private Placement, approximately $258.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in the Trust Account, and invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under

~~Basis for Opinion~~ Rule 2a-7 under

the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

~~These~~The ~~financial~~Company’s ~~statements~~management ~~are~~has broad discretion with respect to the ~~responsibility~~ specific application of the ~~Company’s~~net ~~management.~~proceeds ~~Our~~of ~~responsibility~~the isInitial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to ~~express~~be anapplied ~~opinion~~generally ontoward consummating a Business Combination. There is no assurance that the Company’s ~~financial~~will ~~statements~~be ~~based~~able onto ~~our~~complete ~~audit~~a Business Combination successfully. We ~~are~~must acomplete ~~public~~one ~~accounting~~or ~~firm~~more ~~registered~~initial ~~with~~Business Combinations having an aggregate fair market value of at least 80% of the ~~Public~~net ~~Company~~assets ~~Accounting~~held ~~Oversight~~in ~~Board (United~~the ~~States)~~Trust Account (~~“PCAOB”)~~net ~~and~~of ~~are~~amounts ~~required~~disbursed to bemanagement ~~independent~~for ~~with~~working ~~respect~~capital topurposes, if permitted, and excluding the ~~Company~~amount of any deferred underwriting discount held in ~~accordance~~Trust) ~~with~~at the Utime of the agreement to enter into the initial Business Combination.S. ~~federal~~However, ~~securities~~we ~~laws~~will ~~and~~only complete a Business Combination if the ~~applicable~~post-Business ~~rules~~Combination ~~and~~company ~~regulations~~owns or acquires 50% or more of the ~~Securities~~voting ~~and~~securities ~~Exchange~~of ~~Commission~~the ~~and~~target or otherwise acquires a controlling interest in the ~~PCAOB~~target sufficient for it not to be required to register as an investment company under the Investment Company Act.

WeIf ~~conducted~~we ~~our~~are ~~audit~~unable into ~~accordance~~complete ~~with~~a ~~the~~Business ~~standards~~Combination ofwithin the ~~PCAOB.~~Combination ~~Those~~Period, ~~standards~~we ~~require~~will ~~that~~(i) cease weall ~~plan~~operations ~~and~~except ~~perform~~for the ~~audit~~purpose toof ~~obtain~~winding ~~reasonable assurance~~up, ~~about~~(ii) as ~~whether~~promptly as reasonably possible but not more than ten business days thereafter, redeem the ~~financial~~Public ~~statements~~Shares, ~~are~~at ~~free~~a ofper ~~material~~share ~~misstatement~~price, ~~whether~~payable ~~due~~in cash, equal to ~~error~~the oraggregate ~~fraud.~~amount ~~The~~then ~~Company~~on isdeposit in the Trust Account including interest earned on the funds held in the Trust Account and not ~~required~~previously released to ~~have,~~us ~~nor~~to ~~were~~pay weour ~~engaged~~franchise and income taxes (less up to ~~perform~~$100,000 anof ~~audit~~interest ofto ~~its~~pay ~~internal~~dissolution ~~control~~expenses), ~~over~~divided ~~financial~~by ~~reporting.~~the ~~As part~~number of ~~our~~then ~~audit~~outstanding wePublic ~~are~~Shares, ~~required~~which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to ~~obtain~~receive anfurther ~~understanding~~liquidating ofdistributions, ~~internal~~if ~~control~~any), ~~over~~subject ~~financial~~to ~~reporting~~applicable ~~but~~law, ~~not~~and ~~for~~(iii) as ~~the~~promptly ~~purpose~~as ofreasonably ~~expressing~~possible anfollowing ~~opinion~~such onredemption, subject to the ~~effectiveness~~approval of the ~~entity’s~~remaining ~~internal~~stockholders ~~control~~and ~~over~~the ~~financial~~board ~~reporting. Accordingly~~of directors, wedissolve ~~express~~and noliquidate, ~~such~~subject ~~opinion~~in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

~~Our~~Liquidity ~~audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,~~ and ~~performing~~Going ~~procedures~~Concern that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~/s/~~As ~~WithumSmith+Brown~~of December 31, PC2021, we had cash of approximately $165,000 and working capital deficit of approximately $140,000 (not taking into account approximately $197,000 in tax obligations that may be paid using investment income classified in the Trust Account).

We42 ~~have served as the Company’s auditor since 2020.~~

~~New~~Table ~~York,~~of ~~New York~~ Contents

~~March~~Our liquidity needs through the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to purchase Founders Shares, and the loan proceeds from the Sponsor of $80,000 under the Note (Note 4). We repaid the Note in full on January 297, 2021 . Subsequent to the consummation of the Initial Public Offering, our liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans (as defined in Note 4). As of December 31, 2021 and December 31, 2020, there were $2,000,000 and $0 outstanding under Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”)

F2014-2 15,

Management continues to evaluate the impact of

~~Table of Contents~~the COVID-19 pandemic

on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~CRUCIBLE~~Results ~~ACQUISITION~~of ~~CORPORATION~~Operations

~~BALANCE~~Our ~~SHEET~~entire activity since inception up to December 31, 2021 was in preparation for our formation and the Initial Public Offering, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination at the earliest.

For the year ended December 31, 2021, we had net income of approximately $7.6 million, which consisted of approximately

~~December~~$12.2 ~~31, 2020~~ million non-operating gain

resulting from the change in fair value of derivative warrant liabilities, approximately $49,000 of

Assets:
Current assets:
Cash	$	17,852
Total current assets		17,852
Deferred offering costs associated with proposed public offering		275,461
Total assets	$	293,313
Liabilities and Stockholders’ Equity:
Current liabilities:
Accrued expenses	$	190,049
Franchise tax payable		581
Note payable—related party		80,000
Total current liabilities		270,630
Commitments and Contingencies
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding(1)(2)		647
Additional paid-in capital		24,353
Accumulated deficit		(2,317	)
Total Stockholders’ Equity		22,683
Total Liabilities and Stockholders’ Equity	$	293,313

non-operating gain

resulting from the change in fair value of the working capital loan, and approximately $93,000 of income from investments held in the Trust Account, offset by approximately $3.5 million in general and administrative expenses, $240,000 in general and administrative expenses—related party, approximately $196,000 in franchise tax expense, and approximately $840,000 in offering costs associated with derivative warrant liabilities.

~~(1)~~For ~~This~~the ~~number~~period ~~includes~~from ~~up to 843~~September 16,~~750~~ ~~shares~~2020 of(inception) ~~Class~~through BDecember 31, ~~common~~2020, ~~stock~~we ~~that~~had ~~were~~net ~~subject~~loss toof ~~forfeiture~~approximately ~~if the over-allotment option was not exercised in full or in part by the underwriters. On January 7~~$2, ~~2021~~000, ~~the~~which ~~over-allotment~~consisted ~~was~~of ~~exercised~~approximately in$2,000 ~~full resulting~~ in nogeneral ~~shares~~and ofadministrative ~~Class~~expenses, Band ~~common~~franchise ~~stock~~tax ~~being forfeited~~expense.

~~(2)~~Contractual OnObligations January 4, 2021, the Company effected a 1:1.125 stock split of Class B common stock, resulting in an aggregate of 6,468,750 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split (see Note 4).

~~The~~Registration ~~accompanying~~Rights ~~notes are an integral part of these financial statements.~~

FThe holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-3back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~Table~~43 ~~of Contents~~

~~CRUCIBLE~~Table ~~ACQUISITION~~of ~~CORPORATION~~ Contents

~~STATEMENT~~Critical OFAccounting ~~OPERATIONS~~Policies

~~For~~Derivative ~~the~~Warrant ~~Period~~Liabilities ~~from September 16, 2020 (inception) through December 31, 2020~~

General and administrative expenses	$	1,736
Franchise tax expenses		581
Net loss	$	(2,317	)
Weighted average shares outstanding, basic and diluted (1)(2)		5,625,000
Basic and diluted net loss per share	$	(0.00	)

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering and the fair value of the Private Placement Warrants have been estimated using a binomial lattice model in a risk-neutral framework. The fair value of the Public Warrants as of December 31, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of December 31, 2021 is determined using binomial lattice model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified

~~(1) This number excludes up to 843,750 shares of Class B common stock that were subject to forfeiture if the over~~as non-~~allotment option was not exercised in full or in part by the underwriters. On January 7, 2021, the over-allotment was exercised in full resulting in no shares of Class B common stock being forfeited.~~current liabilities

as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~(2) On January 4, 2021, the Company effected a 1:1.125 stock split of~~ Class A BCommon ~~common~~Stock ~~stock,~~Subject ~~resulting in an aggregate of 6,468,750 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated~~ to ~~reflect~~Possible ~~the~~Redemption ~~stock split (see Note 4).~~

The ~~accompanying~~Company ~~notes~~accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are anmeasured ~~integral~~at ~~part~~fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of ~~these~~the ~~financial~~holder ~~statements~~or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 25,875,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. There were no Class A shares issued or outstanding as of December 31, 2020.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against

Fadditional paid-4 in capital

(to the extent available) and accumulated deficit.

~~Table~~Net Income (Loss) Per Share of ~~Contents~~Common Stock

~~CRUCIBLE~~The ~~ACQUISITION~~Company ~~CORPORATION~~complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

~~STATEMENT~~The OFcalculation ~~CHANGES~~of INdiluted ~~STOCKHOLDERS’~~net ~~EQUITY~~income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 13,408,333 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

~~For~~44 ~~the Period from September 16, 2020 (inception) through December 31, 2020~~

	Common Stock								Additional Paid-InCapital		AccumulatedDeficit			TotalStockholders’Equity
	Class A				Class B
	Shares		Amount		Shares		Amount
Balance—September 16, 2020 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Issuance of Class B common stock to Sponsor(1)(2)		—		—		6,468,750		647		24,353		—			25,000
Net loss		—		—		—		—		—		(2,317	)		(2,317	)
Balance—December 31, 2020		—	$	—		6,468,750	$	647	$	24,353	$	(2,317	)	$	22,683

Table of Contents

~~(1)~~The ~~This~~Company ~~number~~has ~~includes~~considered upthe toeffect ~~843,750 shares~~ of Class B common stock that were ~~subject~~excluded tofrom ~~forfeiture~~weighted ifaverage ~~the~~number ~~over-allotment~~as ~~option~~they ~~was~~were ~~not~~contingent ~~exercised~~on inthe ~~full~~exercise orof inover-allotment ~~part~~option by the underwriters. OnSince ~~January~~the 7,contingency ~~2021~~was satisfied, the ~~over-allotment~~Company ~~was~~included ~~exercised~~these shares in ~~full~~the ~~resulting~~weighted inaverage nonumber ~~shares~~as of ~~Class~~the Bbeginning ~~common~~of ~~stock~~the ~~being~~interim ~~forfeited~~period to determine the dilutive impact of these shares.

~~(2) On January 4, 2021, the Company effected a 1:1~~Item 7.~~125 stock split of Class B common stock, resulting in an aggregate of 6,468,750 shares of Class B common stock outstanding~~A. ~~All~~Quantitative ~~shares~~ and ~~associated~~Qualitative ~~amounts~~Disclosure ~~have~~About ~~been~~Market ~~retroactively restated to reflect the stock split (see Note 4)~~Risk.

We are a smaller reporting company as defined by Rule

~~The accompanying notes are an integral part of these financial statements.~~ 12b-2

of the Exchange Act and are not required to provide the information otherwise required under this item.

~~F-5~~45

Table of Contents

~~CRUCIBLE~~Item 8. ~~ACQUISITION~~Financial ~~CORPORATION~~Statements and Supplementary Data

~~STATEMENT~~Index OFto ~~CASH~~Financial ~~FLOWS~~Statements

For the Period from September 16, 2020 (inception) through December 31, 2020


	Page No.
Report of Independent Registered Public Accounting Firm (PCAOB ID: 100)		F-2
Financial Statements
Balance Sheets as of December 31, 2021 and 2020		F-3
Statements of Operations for the year ended December 31, 2021 and for the period from September 16, 2020 (inception) through December 31, 2020		F-4
Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2021 and for the period from September 16, 2020 (inception) through December 31, 2020		F-5
Statements of Cash Flows for the year ended December 31, 2021 and for the period from September 16, 2020 (inception) through December 31, 2020		F-6
Notes to Financial Statements		F-7

Cash Flows from Operating Activities:
Net loss	$	(2,317	)
Changes in operating assets and liabilities:
Accrued expenses		1,736
Franchise tax payable		581
Net cash used in operating activities		—
Cash Flows from Financing Activities:
Proceeds from note payable to related party		80,000
Proceeds from issuance of Class B common stock to Sponsor		25,000
Offering costs paid		(87,148	)
Net cash provided by financing activities		17,852
Net increase in cash		17,852
Cash—beginning of the period		—
Cash—end of the period	$	17,852
Supplemental disclosure of noncash activities:
Deferred offering costs included in accrued expenses	$	188,313

Table of Contents

~~The~~REPORT ~~accompanying~~OF ~~notes~~INDEPENDENT ~~are~~REGISTERED anPUBLIC ~~integral~~ACCOUNTING ~~part~~FIRM ~~of these financial statements.~~

~~F-6~~To the Stockholders and the Board of Directors of

~~Table~~Crucible ofAcquisition ~~Contents~~Corporation

~~CRUCIBLE~~Opinion ~~ACQUISITION~~on ~~CORPORATION~~the Financial Statements

~~NOTES~~We TOhave ~~FINANCIAL~~audited ~~STATEMENTS~~the accompanying balance sheets of Crucible Acquisition Corporation (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year ended December 31, 2021 and period from September 16, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and period from September 16, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

~~Note~~Going ~~1 —~~Concern ~~Description of Organization and Business Operations~~

~~Crucible~~The ~~Acquisition~~accompanying ~~Corporation~~financial isstatements have been prepared assuming that the Company will continue as a ~~blank~~going ~~check~~concern. ~~company~~As ~~incorporated~~discussed in ~~Delaware~~Note on1 ~~September 16~~to the financial statements, ~~2020~~if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination January 7, 2023 then the Company will cease all operations except for the purpose of ~~effecting a Business Combination~~liquidating. The ~~Company~~liquidity iscondition anand ~~emerging~~date ~~growth~~for ~~company~~mandatory liquidation and, assubsequent ~~such,~~dissolution raise substantial doubt about the Company’s isability ~~subject~~to continue as a going concern. Management’s plans in regard to ~~all~~these ofmatters ~~the~~are ~~risks~~also ~~associated~~described ~~with~~in ~~emerging~~Note ~~growth~~1. ~~companies~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

AsBasis ~~of December 31, 2020, the Company had not commenced any operations. All activity~~ for ~~the~~Opinion period from September 16, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Initial Public Offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

~~The~~These ~~Company’s~~financial ~~sponsor~~statements isare ~~Foundry~~the ~~Crucible~~responsibility I,of ~~LLC,~~the aCompany’s ~~Delaware~~management. ~~limited~~Our ~~liability~~responsibility ~~company.~~is ~~The~~to ~~registration~~express ~~statement~~an ~~for~~opinion on the Company’s ~~Initial~~financial ~~Public~~statements ~~Offering~~based ~~was~~on ~~declared~~our ~~effective~~audits. onWe ~~January 4,~~are ~~2021.~~a Onpublic ~~January 7,~~accounting ~~2021,~~firm registered with the Public Company ~~consummated~~Accounting ~~its~~Oversight ~~Initial~~Board ~~Public~~(United ~~Offering~~States) of(“PCAOB”) ~~25,875,000~~and ~~Units,~~are ~~including~~required ~~3,375,000~~to ~~Over-Allotment~~be ~~Units,~~independent atwith ~~$10.00~~respect ~~per~~to ~~Unit, generating~~the ~~gross~~Company ~~proceeds~~in ofaccordance ~~approximately~~with ~~$258~~the U.~~8 million,~~S. ~~and~~federal ~~incurring~~securities ~~offering~~laws ~~costs~~and ofthe ~~approximately~~applicable ~~$14.7 million,~~rules and regulations of ~~which~~the ~~approximately~~Securities ~~$9.1 million~~and ~~was~~Exchange ~~for~~Commission ~~deferred~~and ~~underwriting~~the ~~commissions~~PCAOB.

~~Simultaneously~~We conducted our audits in accordance with the ~~closing~~standards of the ~~Initial~~PCAOB. ~~Public~~Those ~~Offering,~~standards require that we plan and perform the ~~Company~~audits ~~consummated~~to obtain reasonable assurance about whether the ~~Private~~financial ~~Placement~~statements are free of 4 material misstatement,~~783~~ whether due to error or fraud. The Company is not required to have,~~333 Private~~ ~~Placement Warrants~~nor atwere awe ~~price~~engaged to perform, audits of $1its internal control over financial reporting.50 ~~per~~As ~~Private~~part ~~Placement~~of ~~Warrant~~our audits, we are required to obtain an understanding of internal control over financial reporting but not for the ~~Sponsor,~~purpose ~~generating~~of ~~proceeds~~expressing an opinion on the effectiveness of ~~approximately~~the $7Company’s internal control over financial reporting.~~2 million~~ Accordingly, we express no such opinion.

~~Upon~~Our ~~the~~audits ~~closing~~included ~~of the~~performing ~~Initial~~procedures ~~Public~~to ~~Offering~~assess ~~and~~ the ~~Private~~risks ~~Placement,~~of ~~approximately~~material ~~$258.8 million~~misstatement ~~($10.00 per Unit)~~ of the ~~net~~financial ~~proceeds~~statements, ofwhether ~~the~~due ~~Initial~~to ~~Public~~error ~~Offering~~or fraud, and ~~certain~~performing ofprocedures ~~the~~that ~~proceeds~~respond ofto ~~the~~those ~~Private~~risks. ~~Placement was~~Such ~~placed~~procedures inincluded ~~the Trust Account~~examining, ~~and~~on ~~invested~~a ~~only~~test inbasis, ~~U.S.~~evidence ~~government~~regarding ~~treasury~~the ~~bills~~amounts ~~with~~and adisclosures ~~maturity~~in ofthe ~~185 days~~financial orstatements. ~~less~~Our oraudits inalso ~~money~~included ~~market~~evaluating ~~funds~~the ~~investing~~accounting ~~solely~~principles inused ~~U.S. Treasuries~~ and ~~meeting~~significant ~~certain~~estimates ~~conditions~~made ~~under Rule 2a-7 under~~by ~~the Investment Company Act~~management, as ~~determined~~well byas ~~the~~evaluating ~~Company, until~~ the ~~earlier~~overall presentation of: ~~(i)~~ the ~~completion~~financial ofstatements. aWe ~~Business~~believe ~~Combination~~that ~~and~~our ~~(ii) the~~audits ~~distribution~~provide ofa ~~the~~reasonable ~~Trust~~basis ~~Account as~~for ~~described~~our ~~below~~opinion.

~~The Company’~~/s/ ~~management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants~~WithumSmith+Brown, ~~although~~PC substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in Trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

~~The~~We ~~Company~~have ~~will~~served provide the Public Stockholders of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as ~~to whether~~ the ~~Company~~ ~~will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the~~ Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s ~~(“FASB”)~~auditor ~~Accounting~~since ~~Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity~~2020.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the

~~F-7~~New York, New York

~~Table~~March 31, of2022 ~~Contents~~

~~CRUCIBLE~~PCAOB ~~ACQUISITION~~ID ~~CORPORATION~~Number 100

~~NOTES~~F-2 ~~TO FINANCIAL STATEMENTS~~

~~Company~~Table ~~will, pursuant to its amended and restated certificate~~ of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Contents

~~The~~CRUCIBLE ~~Amended~~ACQUISITION ~~and~~CORPORATION Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

~~The~~BALANCE ~~Sponsor~~SHEETS and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within the “Combination Period, the Company 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 the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.


	December 31,
	2021			2020
Assets:
Current assets:
Cash	$	165,087		$	17,852
Prepaid expenses		219,558			—

Total current assets		384,645			17,852
Investments held in Trust Account		258,843,444			—
Deferred offering costs		—			275,461

Total Assets	$	259,228,089		$	293,313

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit):
Current liabilities:
Accounts payable	$	436,709		$	—
Accrued expenses		87,563			190,049
Franchise tax payable		196,795			581
Notes payable- related party		—			80,000

Total current liabilities		721,067			270,630
Derivative warrant liabilities		9,519,920			—
Working capital loan—related party		1,951,350			—
Deferred underwriting commissions		9,056,250			—

Total Liabilities		21,248,587			270,630

Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 25,875,000 and -0- shares at redemption value of $10.00 per share as of December 31, 2021 and December 31, 2020, respectively		258,750,000			—
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—			—
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding as of December 31, 2021 and December 31, 2020		647			647
Additional paid-in capital		—			24,353
Accumulated deficit		(20,771,145	)		(2,317	)

Total stockholders’ equity (deficit)		(20,770,498	)		22,683

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	259,228,089		$	293,313

The ~~Initial~~accompanying ~~Stockholders~~notes ~~agreed~~are toan ~~waive~~integral ~~their~~part rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of ~~the Public~~these ~~Shares.~~financial ~~In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10~~statements.~~00.~~ In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”), 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 Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public

F-83

Table of Contents

CRUCIBLE ACQUISITION CORPORATION

~~NOTES~~STATEMENTS TOOF ~~FINANCIAL~~OPERATIONS ~~STATEMENTS~~

Offering against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.


	For the Year Ended December 31, 2021			For the Period from September 16, 2020 (Inception) through December 31, 2020
General and administrative expenses	$	3,471,034		$	1,736
General and administrative expenses- related party		240,000			—
Franchise tax expenses		196,215			581

Loss from operations		(3,907,249	)		(2,317	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		12,231,330			—
Change in fair value of working capital loan—related party		48,650			—
Offering costs associated with derivative warrant liabilities		(839,670	)		—
Income from investments held in Trust Account		93,444			—

Net income (loss)	$	7,626,505		$	(2,317	)

Weighted average shares outstanding of Class A common stock, basic and diluted		25,449,658			—

Basic and diluted net income per share, Class A common stock	$	0.24		$	(0.00	)

Weighted average shares outstanding of Class B common stock, basic		6,454,880			5,625,000

Basic net income (loss) per share, Class B common stock	$	0.24		$	(0.00	)

Weighted average shares outstanding of Class B common stock, diluted		6,468,750			5,625,000

Diluted net income (loss) per share, Class B common stock	$	0.24		$	(0.00	)

~~Liquidity~~The ~~and~~accompanying ~~Capital~~notes ~~Resources~~are an integral part of these financial statements.

AsF-4 ~~of December 31, 2020, the Company had approximately $18,000 in cash, and working capital deficit of approximately $253,000.~~

~~The~~Table ~~Company’s liquidity needs through December 31, 2020 and prior to the consummation~~ of the Initial Public Offering were satisfied through the proceeds of $25,000 from the Sponsor to purchase Founders Shares, and loan proceeds from the Sponsor of $80,000 under the Note (Note 4). The Company repaid the Note in full on January 7, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Contents

~~Based~~CRUCIBLE onACQUISITION ~~the~~CORPORATION foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will use the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

~~Note~~STATEMENTS ~~2 —~~OF ~~Summary~~CHANGES ofIN ~~Significant~~STOCKHOLDERS’ ~~Accounting~~EQUITY ~~Policies~~(DEFICIT)

Basis of Presentation


	For the Year Ended December 31, 2021
	Common Stock														Total
	Class A				Class B				Additional Paid-In			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance - December 31, 2020		—	$	—		6,468,750	$	647	$	24,353		$	(2,317	)	$	22,683
Accretion of Class A common stock subject to possible redemption		—		—		—		—		(24,353	)		(28,395,333	)		(28,419,686	)
Net income		—		—		—		—		—			7,626,505			7,626,505

Balance - December 31, 2021		—	$	—		6,468,750	$	647	$	—		$	(20,771,145	)	$	(20,770,498	)

The accompanying financial statement is presented in U.S. dollars in conformity with U.S. GAAP and pursuant to the rules and regulations of the SEC.


	For the Period from September 16, 2020 (Inception) through December 31, 2020
	Common Stock													Total
	Class A				Class B				Additional Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance - September 16, 2020 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Issuance of Class B common stock to Sponsor		—		—		6,468,750		647		24,353		—			25,000
Net loss		—		—		—		—		—		(2,317	)		(2,317	)

Balance - December 31, 2020		—	$	—		6,468,750	$	647	$	24,353	$	(2,317	)	$	22,683

~~Emerging~~The ~~Growth Company~~accompanying notes are an integral part of these financial statements.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the SarbanesF-~~Oxley Act,~~5 reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~Further,~~Table ~~Section 102(b)(1)~~ of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Contents

~~F-9~~CRUCIBLE ACQUISITION CORPORATION

~~Table~~STATEMENTS ofOF ~~Contents~~CASH FLOWS

CRUCIBLE ACQUISITION CORPORATION


	For the Year Ended December 31, 2021			For the Period from September 16, 2020 (Inception) through December 31, 2020
Cash Flows from Operating Activities:
Net income (loss)	$	7,626,505		$	(2,317	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income from investments held in Trust Account		(93,444	)		—
Change in fair value of derivative warrant liabilities		(12,231,330	)		—
Change in fair value of working capital loan—related party		(48,650	)		—
Offering costs associated with derivative warrant liabilities		839,670			—
Changes in operating assets and liabilities:
Prepaid expenses		(219,558	)		—
Accounts payable		436,709			—
Accrued expenses		85,827			1,736
Franchise tax payable		196,214			581

Net cash used in operating activities		(3,408,057	)		—

Cash Flows from Investing Activities
Cash deposited in Trust Account		(258,750,000	)		—

Net cash used in investing activities		(258,750,000	)		—

Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		—			25,000
Proceeds from note payable to related party		—			80,000
Repayment of note payable to related party		(80,000	)		—
Proceeds received from initial public offering, gross		258,750,000			—
Proceeds received from private placement		7,175,000			—
Working capital loan—related party		2,000,000			—
Offering costs paid		(5,539,708	)		(87,148	)

Net cash provided by financing activities		262,305,292			17,852

Net increase in cash		147,235			17,852
Cash - beginning of the period		17,852			—

Cash - end of the period	$	165,087		$	17,852

Supplemental disclosure of noncash financing activities:
Reversal of accrued offering cost	$	188,313		$	—
Deferred underwriting commissions in connection with the initial public offering	$	9,056,250		$	—
Deferred offering costs included in accrued expenses	$	—		$	188,313

~~NOTES~~The TOaccompanying ~~FINANCIAL~~notes ~~STATEMENTS~~are an integral part of these financial statements.

~~Cash~~F-6 ~~and Cash Equivalents~~

~~The~~Table ~~Company considers all short-term investments with an original maturity~~ of ~~three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2020.~~ Contents

~~Concentration~~CRUCIBLE ofACQUISITION ~~Credit~~CORPORATION ~~Risk~~

~~Financial~~NOTES ~~instruments~~TO ~~that~~FINANCIAL ~~potentially~~STATEMENTS subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Fair~~December 31, ~~Value~~2021 ~~of Financial Instruments~~

~~The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC~~Note ~~820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short~~1-~~term~~Description ~~nature.~~ of

Organization and Business Operations

~~Use~~Crucible Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on September 16, 2020, for the purpose of ~~Estimates~~ effecting a business combination (“Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of December 31, 2021, the Company had not commenced any operations. All activity for the period from September 16, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”) described below and subsequent to the Initial Public Offering, the search for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will

The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. generate non-operating income

in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

~~Making~~The ~~estimates~~Company’s ~~requires~~sponsor ~~management~~is toFoundry ~~exercise~~Crucible ~~significant~~I, ~~judgment.~~LLC, Ita isDelaware atlimited ~~least~~liability ~~reasonably~~company ~~possible~~(the ~~that~~“Sponsor”). The registration statement for the ~~estimate~~Company’s ofInitial Public Offering (the ~~effect~~“Registration ofStatement”) awas ~~condition, situation~~declared oreffective ~~set~~on ofJanuary 4, ~~circumstances~~2021. ~~that~~On ~~existed~~January 7, at2021, the ~~date~~Company ofconsummated ~~the~~its ~~financial~~Initial ~~statement~~Public Offering of 25,875,000 Units, ~~which~~including 3,375,000 over-allotment ~~management~~units, ~~considered~~(the in“Over-Allotment ~~formulating~~Units”) ~~its~~(together ~~estimate,~~with ~~could~~the ~~change~~Initial inPublic Offering units, the ~~near~~“Units”), ~~term~~at ~~due~~$10.00 per toUnit, ~~one~~generating orgross ~~more~~proceeds ~~future~~of ~~confirming~~approximately ~~events~~$258.8 million, ~~Accordingly~~and incurring offering costs of approximately $14.7 million, ~~the~~of ~~actual results~~which ~~could~~approximately ~~differ~~$9.1 million ~~significantly~~was ~~from~~for ~~those~~deferred ~~estimates~~underwriting commissions.

~~Deferred~~Simultaneously ~~Offering~~with ~~Costs~~the ~~Associated~~closing ~~with~~of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 4,783,333 private placement warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million.

Upon the closing of the Initial Public Offering and the Private Placement, approximately $258.8 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in the a trust account (the “Trust Account”), and invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under

~~Deferred offering costs consisted of legal, accounting and other costs~~Rule incurred through the balance sheet date that are directly related to the Initial Public Offering and recorded as an asset on the Balance Sheet. These costs, along with underwriting fees, were charged to stockholders’ equity upon the completion of the Initial Public Offering. 2a-7 under

the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

~~Net~~The ~~Loss~~Company’s ~~Per~~management ~~Share~~has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

~~The~~F-7 Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of Class B common shares outstanding during the period excluding Class B common shares subject to forfeiture. Weighted average shares were reduced for the effect of 843,750 Class B common shares that were subject to forfeiture if the overallotment option was not fully exercised by the underwriters (see Note 6). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

~~Income~~Table ~~Taxes~~of Contents

The Company ~~follows~~will provide the ~~asset~~public ~~and~~stockholders ~~liability~~(the ~~method~~“Public Stockholders”) of ~~accounting~~the ~~for~~public ~~income~~shares ~~taxes~~(the ~~under~~“Public ~~FASB~~Shares”) ~~ASC~~with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) ~~740~~in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, ~~“Income~~solely ~~Taxes~~in its discretion.” ~~Deferred~~The ~~tax~~Public ~~assets~~Stockholders ~~and liabilities~~will ~~are~~be ~~recognized~~entitled to redeem their Public Shares for a pro rata portion of the ~~estimated~~amount ~~future~~then ~~tax~~held ~~consequences~~in ~~attributable~~the Trust Account (initially anticipated to ~~differences~~be ~~between~~$10.00 per ~~the~~Public ~~financial~~Share). ~~statement~~The ~~carrying~~per ~~amounts~~share ofamount ~~existing~~to ~~assets~~be ~~and~~distributed ~~liabilities~~to ~~and~~Public Stockholders who redeem their ~~respective~~Public ~~tax~~Shares ~~bases~~will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. ~~Deferred~~These ~~tax~~Public ~~assets~~Shares will be recorded at a redemption value and ~~liabilities are~~classified ~~measured~~as ~~using~~temporary ~~enacted~~equity upon ~~tax~~the ~~rates~~completion ~~expected~~of tothe ~~apply~~Initial toPublic ~~taxable~~Offering ~~income~~in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the ~~years~~Business Combination. The Company will not redeem the Public Shares in ~~which~~an ~~those~~amount ~~temporary~~that ~~differences~~would ~~are~~cause ~~expected~~its net tangible assets to be ~~recovered~~less orthan ~~settled~~$5,000,001. ~~The~~If ~~effect~~a onstockholder ~~deferred~~vote ~~tax~~is ~~assets~~not required by law and ~~liabilities~~the ofCompany does not decide to hold a ~~change~~stockholder invote ~~tax~~for ~~rates~~business ~~is recognized~~or inother ~~income~~reasons, inthe Company will, pursuant to its amended and restated certificate of incorporation (the ~~period~~“Amended ~~that~~and ~~included~~Restated Certificate of Incorporation”), conduct the ~~enactment~~redemptions ~~date~~pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. ~~Valuation~~If, ~~allowances~~however, ~~are~~stockholder ~~established~~approval of the transaction is required by law, ~~when~~or ~~necessary~~the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to ~~reduce~~redeem ~~deferred~~shares ~~tax~~in ~~assets~~conjunction with a proxy solicitation pursuant to the ~~amount~~proxy ~~expected~~rules and not pursuant to bethe ~~realized~~tender offer rules. ~~Deferred~~Additionally, ~~tax~~each ~~assets~~Public ~~were~~Stockholder ~~deemed~~may ~~immaterial~~elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their founder shares (the “Founder Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of ~~December 31~~ a Business Combination. In addition, ~~2020~~the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

~~F-10~~The Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 24 months from the closing of initial public offering (the “Combination Period”) or with respect to any other material provisions relating to stockholders’ rights

~~Table of Contents~~or pre-initial Business

Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

~~CRUCIBLE~~If ~~ACQUISITION~~the ~~CORPORATION~~Company is unable to complete a Business Combination within the Combination Period, the Company 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 the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

~~NOTES~~The TOInitial ~~FINANCIAL~~Stockholders ~~STATEMENTS~~agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete

~~FASB~~F-8 ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~Recent~~Table ~~Accounting~~of ~~Pronouncements~~ Contents

a Business Combination within the Combination Period. The ~~Company’s~~underwriters ~~management~~agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not ~~believe~~complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that ~~any~~will ~~recently~~be ~~issued~~available to fund the redemption of the Public Shares. In the event of such distribution, ~~but~~it ~~not~~is ~~yet~~possible ~~effective~~that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, ~~accounting~~the ~~standards~~Sponsor has agreed to be liable to the Company if ~~currently~~and ~~adopted~~to ~~would~~the ~~have~~extent any claims (i) by a ~~material effect~~third onparty (except for the ~~accompanying~~Company’s ~~financial~~independent ~~statement.~~registered public accounting firm) for services rendered or products sold to the Company, or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below

~~Note~~the 3lesser 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 Target that 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 the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

OnLiquidity January 7, 2021, the Company consummated its Initial Public Offering of 25,875,000 Units, including 3,375,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $258.8 million, and ~~incurring~~Going ~~offering~~Concern ~~costs of approximately $14.7 million, of which approximately $9.1 million was for deferred underwriting commissions.~~

~~Each~~As ~~Unit consists~~ of ~~one share of Class~~December A31, ~~common~~2021, ~~stock~~the ~~and~~Company ~~one-third of~~had ~~one~~approximately ~~redeemable~~$165,000 ~~warrant~~in ~~(each,~~its ~~a “Public~~operating ~~Warrant”).~~bank ~~Each~~account ~~whole~~and ~~Public~~a ~~Warrant~~working ~~entitles~~capital ~~the~~deficit ~~holder~~of toapproximately ~~purchase~~$140,000 (not ~~one~~taking ~~share~~into ofaccount ~~Class A~~approximately ~~common~~$197,000 ~~stock~~in attax aobligations ~~price~~that ofmay ~~$11.50~~be ~~per~~paid ~~share,~~using ~~subject~~investment toincome ~~adjustment~~classified ~~(see~~in ~~Note~~the 6Trust Account).

The Company’s liquidity needs through the consummation of the Initial Public Offering were satisfied through a payment of $25,000 from the Sponsor to purchase Founders Shares, and the loan proceeds from the Sponsor of $80,000 under the note (the “Note”). The Company repaid the Note in full on January 7, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December —31, ~~Related~~2021, ~~Party~~approximately ~~Transactions~~$2.0 million was drawn on the working capital loan – related party, presented at its fair value of approximately $1.95 million on the accompanying balance sheets.

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”)

~~Founder Shares~~ 2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 7, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

On September 25, 2020, the Sponsor purchased 5,750,000 Founder Shares, for an aggregate price of $25,000. On January 4, 2021, the Company effected a 1:1.125 stock split of Class B common stock, resulting in an aggregate of 6,468,750 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. The Initial Stockholders agreed to forfeit up to 843,750 Founder Shares to the extent that the overF-~~allotment option~~9 was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised the over-allotment option in full on January 7, 2021; thus, these 843,750 shares of Class B common stock were no longer subject to forfeiture.

~~The~~Table ~~Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any~~ of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; and (B) subsequent to the initial Business Combination (x) if the last reported sale price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Contents

~~Private~~Note ~~Placement~~2—Basis ~~Warrants~~of Presentation and Summary of Significant Accounting Policies

~~Simultaneously~~Basis ~~with the closing~~ of ~~the~~Presentation Initial Public Offering, the Company consummated the Private Placement of 4,783,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.2 million.

~~Each~~The ~~whole~~accompanying ~~Private~~financial ~~Placement~~statements ~~Warrant~~are ispresented ~~exercisable~~in ~~for one whole share of Class A common stock at a price of $11~~U.~~50 per share~~S. ~~A portion~~dollars ofin ~~the~~conformity ~~proceeds~~with ~~from~~accounting ~~the~~principles ~~sale~~generally ofaccepted ~~the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held~~ in the ~~Trust~~United ~~Account.~~States Ifof ~~the~~America ~~Company~~(“GAAP”) ~~does~~for ~~not~~financial ~~complete~~information aand ~~Business~~pursuant ~~Combination~~to ~~within~~ the ~~Combination~~ ~~Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable~~rules ~~for cash~~ and ~~exercisable~~regulations onof ~~a cashless basis so long as they are held by~~ the ~~Sponsor~~ ~~or its permitted transferees~~SEC.

~~F-11~~Emerging Growth Company

~~Table~~The Company is an “emerging growth company,” as defined in Section 2(a) of ~~Contents~~the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~CRUCIBLE ACQUISITION CORPORATION~~ non-emerging growth

companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with (i) another public company that is not an emerging growth company or (ii) an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~NOTES~~Use TOof ~~FINANCIAL~~Estimates ~~STATEMENTS~~

The ~~Sponsor~~preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the ~~Company’s~~reported ~~officers~~amounts of assets and ~~directors~~liabilities ~~agreed,~~and ~~subject~~disclosure toof ~~limited~~contingent ~~exceptions,~~assets ~~not~~and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to ~~transfer~~ exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, ~~assign~~situation or ~~sell~~set ~~any~~of circumstances that existed at the date of ~~their~~the ~~Private~~financial ~~Placement~~statements, ~~Warrants~~which ~~until~~management ~~30 days~~considered ~~after~~in formulating its estimate, could change in the ~~completion~~near ofterm due to one or more future confirming events. Accordingly, the ~~initial~~actual ~~Business~~results ~~Combination~~could differ significantly from those estimates.

~~Related~~Concentration ~~Party~~of ~~Loans~~Credit Risk

OnFinancial ~~September 25,~~instruments ~~2020, the~~that ~~Sponsor~~potentially ~~agreed~~subject ~~to loan~~ the Company anto ~~aggregate~~concentrations of upcredit torisk ~~$300,000~~consist toof ~~cover~~cash ~~expenses~~accounts ~~related~~in toa ~~the~~financial ~~Initial~~institution, ~~Public~~which, ~~Offering~~at ~~pursuant~~times, tomay exceed the ~~“Note.~~Federal ~~This~~Deposit ~~loan~~Insurance ~~was~~Corporation ~~non-interest bearing~~coverage ~~and~~limit ~~payable upon the completion~~ of ~~the Initial Public Offering~~$250,000. As of December 31, ~~2020~~2021, ~~and~~the ~~prior~~Company tohas ~~the~~not ~~Initial~~experienced ~~Public~~losses ~~Offering~~on ~~the~~these ~~Company~~accounts ~~borrowed~~and ~~$80,000~~management ~~under~~believes the ~~Note~~Company ~~and~~is ~~repaid~~not itexposed into ~~full~~significant risks on ~~January 7,~~such ~~2021~~accounts.

InCash ~~addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers~~ and ~~directors~~Cash ~~may,~~Equivalents but are not obligated to, loan the Working Capital Loans. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020, the Company had no borrowings under the Working Capital Loans.

~~Administrative~~The ~~Services~~Company ~~Agreement~~considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 or 2020.

~~The Company~~F-10 entered into an agreement that provides, commencing on the effective date of the prospectus for the Initial Public Offering and through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company agrees to pay the Sponsor a total of $20,000 per month for administrative and support services.

~~The~~Table ~~Company’s officers or directors will be reimbursed for any out-~~of~~-pocket expenses~~ incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, the Company does not expect to have any additional controls in place governing the reimbursement payments to the Company’s directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination. Contents

~~Note~~Investments ~~5 —~~Held ~~Commitments~~in ~~and~~the ~~Contingencies~~Trust Account

~~Registration~~The ~~Rights~~Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~The~~Fair ~~holders~~Value of ~~Founder~~Financial ~~Shares, Private~~Instruments Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~F-12~~The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets.

~~Table~~Fair ofValue ~~Contents~~Measurement

~~CRUCIBLE~~Fair ~~ACQUISITION~~value ~~CORPORATION~~is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

~~NOTES~~The TOhierarchy ~~FINANCIAL~~gives ~~STATEMENTS~~the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of;

~~Underwriting~~• ~~Agreement~~Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

~~The~~• ~~Company~~Level ~~granted~~2, ~~the~~defined ~~underwriters~~as ainputs ~~45-day option~~other ~~from~~than ~~the~~quoted ~~date~~prices ofin ~~Initial~~active ~~Public~~markets ~~Offering~~that toare ~~purchase~~either updirectly ~~to 3,375,000~~or ~~additional~~indirectly ~~Units~~observable tosuch ~~cover~~as ~~over-allotments,~~quoted ifprices ~~any,~~for atsimilar ~~the~~instruments ~~Initial~~in ~~Public~~active ~~Offering~~markets ~~price~~or ~~less~~quoted ~~the~~prices ~~underwriting~~for ~~discounts~~identical ~~and~~or ~~commissions.~~similar ~~The~~instruments ~~underwriter exercised its over-allotment option~~ in ~~full~~markets onthat ~~January 7,~~are ~~2021.~~not active; and

~~The~~• ~~underwriters~~Level ~~were~~3, ~~entitled~~defined toas anunobservable

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