UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2021~~2022

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

For the transition period from ______________to ______________

Commission File Number 001-41082

FTAC ZEUS ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-4260524

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

2929 Arch Street, Suite 1703, Philadelphia, PA		19104
(Address of Principal Executive Offices)		(Zip Code)

(215) 701-9555

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Class A common stock, par value $0.0001 per share	ZING	Nasdaq Global Market
Warrants, each whole warrant exercisable for one share of Class A common stock	ZINGW	Nasdaq Global Market
Units, each consisting of one share of Class A common stock and one- half of one redeemable warrant	ZINGU	Nasdaq Global Market

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 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 requirement for the past 90 days. Yes ☒ No ☐

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

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

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of June 30, ~~2021~~2022, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s ~~Class~~voting securities Aheld ~~commons~~by ~~stock~~non-affiliates was ~~not~~approximately ~~publicly~~$398 ~~traded. Accordingly~~million, ~~there~~based ~~was~~on nothe ~~market~~number ~~value~~of ~~for~~shares held by non-affiliates and the last reported sales price of the registrant’s Class A common stock onas ~~such~~ of that date.

As of March 2316, ~~2022~~2023, there were 42,028,750 ~~shares~~ shares of Class A common stock and 14,009,583 shares of Class B common stock of the registrant issued and outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

PART I
Item 1	Business	1
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	4041
Item 2.	Properties	4041
Item 3.	Legal Proceedings	4041
Item 4.	Mine Safety Disclosure	4041
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4142
Item 6.	[RESERVED]	4243
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4243
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4547
Item 8.	Financial Statements and Supplementary Data	4647
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4647
Item 9A.	Controls and Procedures	4647
Item 9B.	Other Information	4647
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	4647
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4748
Item 11.	Executive Compensation	5253
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5253
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5455
Item 14.	Principal Accountant Fees and Services	5758
PART IV
Item 15.	Exhibits and Financial Statement Schedules	5859
Item 16.	Form 10-K Summary	5859

GLOSSARY OF TERMS

Unless otherwise provided in this Annual Report on Form 10-K:

●

references to “we,” “us,” “company” or “our company” refer to FTAC Zeus Acquisition Corp.;

●

references to our “sponsor” refer collectively to FTAC Zeus Sponsor, LLC, a Delaware limited liability company, and FTAC Zeus Advisors, LLC, a Delaware limited liability company. The managers of each entity are Daniel Cohen and Ryan Gilbert;

●

references to “CCM” are to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC. CCM is a broker dealer subsidiary of Cohen & Company Inc., a company of which our Chairman is also Chairman of the Board and a controlling shareholder. Affiliates of CCM also have and manage investment vehicles with a passive investment in our sponsor;

●

references to “completion window” are to the period following the closing of the offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of 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 (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein; the completion window ends May 23, 2023, or August 23, 2023 if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination by May 23, 2023 but have not completed our initial business combination by May 23, 2023;

●

references to “initial holders” or “initial stockholders” are to our sponsor and any other holders of our founder shares immediately prior to our initial public offering;

●

references to “founder shares” are to 14,009,583 shares of our Class B common stock issued by us to our initial stockholders;

●

references to our “initial public offering” means the initial public offering of 40,250,000 of our units, each unit consisting of one share of our Class A common stock and one-half of one warrant, where each whole warrant entitles the holder to purchase one share of our Class A common stock, which was consummated on November 23, 2021;

●

references to our “management” or our “management team” refer to our officers;

●

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

●

references to “public stockholders” refer to the holders of our public shares, which may include our initial holders and members of our management team if and to the extent they have purchased public shares, provided that any such holder’s status as a “public stockholder” shall only exist with respect to such public shares;

●

references to “private placement” refer to the private placement of 1,778,750 units purchased by our sponsor, which was consummated simultaneously with the completion of our initial public offering, at a purchase price of $10.00 per unit for a total purchase price of $17.8 million;

●

references to “placement units” are to the 1,778,750 units purchased by our sponsor in the private placement, each placement unit consisting of one placement share and one-half of one placement warrant;

●

references to “placement shares” are to an aggregate of 1,778,750 shares of our Class A common stock included within the placement units purchased by our sponsor in the private placement;

●

references to “placement warrants” are to warrants to purchase an aggregate of 889,375 shares of our Class A common stock included within the placement units purchased by our sponsor in the private placement; and

●

references to “trust account” are to the trust account into which $408,537,500 of the net proceeds of the initial public offering and private placement were deposited for the benefit of the public stockholders.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

	●	our ability to complete our initial business combination;

●

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

●

the allocation by our officers and directors of their time to other businesses and their potential conflicts of interest with our business or in approving our initial business combination;

●

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

●

our pool of prospective target businesses;

●

failure to maintain the listing on, or the delisting of our securities from, NASDAQ or an inability to have our securities listed on NASDAQ or another national securities exchange following our initial business combination;

●

potential changes in control if we acquire one or more target businesses for stock;

●

our public securities’ potential liquidity and trading;

●

the lack of a market for our securities;

●

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

●

our financial performance.

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

iii

Summary of Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section title “Risk Factors,” that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may adversely affect our ability to effect a business combination, and may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to:

●

newly formed company without an operating history;

●

delay in receiving distributions from the trust account;

●

lack of opportunity to vote on our proposed business combination;

●

lack of protections afforded to investors of blank check companies;

●

deviation from acquisition criteria;

●

issuance of equity and/or debt securities to complete a business combination;

●

lack of working capital;

●

third-party claims reducing the per-share redemption price;

● negative interest rate for securities in which we invest the funds held in the trust account;

●

our stockholders being held liable for claims by third parties against us;

●

failure to enforce our sponsor’s indemnification obligations;

●

warrant holders limited to exercising warrants only on a “cashless basis;”

●

the ability of warrant holders to obtain a favorable judicial forum for disputes with our company;

●

dependence on key personnel;

●

conflicts of interest of our sponsor, officers and directors;

●

the delisting of our securities by NASDAQ;

●

dependence on a single target business with a limited number of products or services;

●

our stockholders’ inability to vote or redeem their shares in connection with our extensions;

●

shares being redeemed and warrants becoming worthless;

●

our competitors with advantages over us in seeking business combinations;

●

ability to obtain additional financing;

●

our initial stockholders controlling a substantial interest in us;

●

warrants adverse effect on the market price of our common stock;

●

disadvantageous timing for redeeming warrants;

●

registration rights’ adverse effect on the market price of our common stock;

●

impact of COVID-19 and related risks;

●

business combination with a company located in a foreign jurisdiction;

●

changes in laws or regulations;

●

tax consequences to business combinations; and

●

exclusive forum provisions in our amended and restated certificate of incorporation.

PART I

Item 1. BUSINESS

Overview

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, with one or more businesses or assets, which we refer to as our initial business combination. We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial business combination.

We have concentrated our efforts on identifying technology and financial services technology, or fintech, companies that power transformation and innovation. Our expertise lends itself well to pursuing platforms related to the financial services, real estate, insurance, ecommerce and related technology infrastructure sectors, but we are not required to complete our initial business combination with a business in these industries and, as a result, we may pursue a business combination outside of these industries. We expect to pursue global businesses but may also acquire a domestic company. We do not intend to acquire companies that have speculative business plans or are excessively leveraged.

We believe our management ~~team~~ team has the skills and experience to identify, evaluate and consummate a business combination and is positioned to assist businesses we acquire. However, our management team’s network and investing and operating experience do not guarantee a successful initial business combination. The members of our management team are not required to devote any significant amount of time to our business and are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial business combination, and their expertise may only be of benefit to us until our initial business combination is completed. Past performance by our management team is not a guarantee of success with respect to any business combination we may consummate.

At December 31, ~~2021~~2022, we had not yet commenced operations. All activity through December 31, ~~2021~~2022 relates to the Company’s formation, its initial public offering, and identifying a target company for our initial business combination. On December 6, 2022, the Company announced that it had entered into a non-binding letter of intent with respect to a business combination. As a result, pursuant to the Company’s amended and restated certificate of incorporation, the date by which the Company must cease operations and liquidate if it has not completed a business combination has been automatically extended to August 23, 2023.

The registration statement for our initial public offering was declared effective on November 18, 2021. On November 23, 2021, we consummated the initial public offering of 40,250,000 units generating gross proceeds of $402,500,000.

Simultaneously with the closing of the initial public offering, we consummated the sale of 1,778,750 placement units at a price of $10.00 per unit in a private placement to our sponsor, generating gross proceeds of $17,787,500.

Following the closing of the initial public offering on November 23, 2021, an amount of $408,537,500 ($10.15 per unit) from the net proceeds of the sale of the units in the initial public offering and the placement units was placed in a trust account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the consummation of a business combination, (ii) the redemption of any public shares in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination during the completion window; or (iii) the distribution of the trust account, if we are unable to complete a business combination within the completion window or upon any earlier liquidation of us.

Business Strategy

We have sought to capitalize on the significant technology, financial services, financial technology and banking experience and contacts of Daniel G. Cohen, our Chairman of the Board, and Ryan Gilbert, our President and Chief Executive Officer, and our board of directors, to identify, evaluate and acquire a technology or fintech business, although we may pursue a business combination outside of those industries. If we elect to pursue an investment outside of those industries, our management’s expertise related to those industries may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we elect to acquire.

Our Chairman served as an executive officer and/or director of FinTech Acquisition Corp., or FinTech I, a former blank check company which raised $100.0 million in its initial public offering in February 2015 and completed its initial business combination when it acquired FTS Holding Corporation in July 2016, which we refer to as the FinTech I Acquisition. Our Chairman also served as an executive officer and/or director of FinTech Acquisition Corp. II, or FinTech II, a blank check company which raised $175.0 million in its initial public offering in January 2017 and completed its initial business combination when it acquired Intermex Holdings II in July 2018, which we refer to as the FinTech II Acquisition. In addition, our Chairman served as Chief Executive Officer of FinTech Acquisition Corp. III, or FinTech III, a blank check company which raised $345.0 million in its initial public offering in November 2018 and completed its initial business combination with Paya, Inc. in October 2020, which we refer to as the FinTech III Acquisition. Further, our Chairman served as Chief Executive Officer of FinTech Acquisition Corp. IV, or FinTech IV, a blank check company which raised $230.0 million in its initial public offering in September 2020 and completed its initial business combination with PWP Holdings LP, in June 2021, which we refer to as the FinTech IV Acquisition. Our Chairman currently serves as: Chief Executive Officer of FinTech Acquisition Corp. V (NASDAQ: FTCV), or FinTech V, a blank check company which raised $250.0 million in its initial public offering in December 2020; and Chief Executive Officer of FinTech Acquisition Corp. VI (NASDAQ: FTVI), or FinTech VI, a blank check company which raised $250.0 million in its initial public offering in June 2021.

Our Chairman and Chief Financial Officer also served as executive officers and/or directors of Insurance Acquisition Corp., or INSU I, a blank check company which raised $150.7 million in its initial public offering in March 2019 and completed its initial business combination when it merged with affiliates of Shift Technologies, Inc. in October 2020, which we refer to as the INSU I Acquisition. Our Chairman and Chief Financial Officer also served as Chairman and Chief Financial Officer, respectively, of INSU Acquisition Corp. II , or INSU II, a blank check company which raised $230 million in its initial public offering in September 2020 and completed its initial business combination when it merged with Metromile, Inc. in February 2021, which we refer to as the INSU II Acquisition. Our Chairman and Chief Financial Officer currently serve as Chairman and Chief Financial Officer, respectively, of INSU Acquisition Corp. III (NASAQ: IIII), or INSU III, a blank check company that raised $250 million in its initial public offering in December 2020.

We believe that potential ~~sellers~~ sellers of target businesses will view the fact that members of our board and management team have successfully closed multiple business ~~combinations~~ combinations with vehicles similar to our company as a positive factor in considering whether or not to enter into a business combination with us. However, past performance is not a guarantee of success with respect to any business combination we may consummate.

Mr. Cohen, our Chairman, and Mr. Gilbert, our Chief Executive Officer, have extensive experience in the technology and financial services industries, generally, and the financial technology industry, in particular, as well as extensive experience in operating technology and financial services companies in a public company environment.

Mr. Cohen, with over 22 years of experience in financial services and financial technology, is the Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC, and serves as the President and Chief Executive of the European Business of Cohen & Company Inc. (NYSE American: COHN), a financial services company with approximately $2.2415 billion in assets under management as of September 30, ~~2021~~2022, and as President, a director and the Chief Investment Officer of Cohen & Company Inc.’s indirect majority owned subsidiary, Cohen & Company Financial Limited (formerly known as EuroDekania Management Limited), a Financial Conduct Authority regulated investment advisor and broker dealer focusing on the European capital markets (“CCFL”). Mr. Cohen previously served as Vice Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC. Mr. Cohen served as the Chief Executive Officer and Chief Investment Officer of Cohen & Company Inc. from December 16, 2009 to September 16, 2013 and as the Chairman of the Board of Directors from October 6, 2006 to September 16, 2013. Mr. Cohen served as the executive Chairman of Cohen & Company Inc. from October 18, 2006 to December 16, 2009. In addition, Mr. Cohen served as the Chairman of the Board of Managers of Cohen & Company, LLC from 2001 to September 16, 2013, as the Chief Investment Officer of Cohen & Company, LLC from October 2008 to September 16, 2013, and as Chief Executive Officer of Cohen & Company, LLC from December 16, 2009 to September 16, 2013. Mr. Cohen served as the Chairman and Chief Executive Officer of J.V.B. Financial Group, LLC (formerly C&Co/PrinceRidge Partners LLC), Cohen & Company’s indirect broker dealer subsidiary (“JVB”), from July 19, 2012 to September 16, 2013. Mr. Cohen is also a founder, the former Chief Executive Officer and the former Chairman of The Bancorp, Inc. (NASDAQ: TBBK), which we refer to as Bancorp, a financial holding company with ~~over~~approximately $67.~~3 billion~~8 billion of total assets as of September 30, ~~2021~~2022, whose principal subsidiary is The Bancorp Bank, that provides a wide range of commercial ~~and~~ and retail banking products and services to both regional and national markets. Mr. Cohen ~~currently serves as the Chief Executive Officer of FinTech V and FinTech VI. Mr. Cohen~~ served as Chairman of INSU I until the INSU I Acquisition, as Chairman of INSU II until the INSU II Acquisition, as Chief Executive Officer, President and a director of FinTech I until the FinTech I Acquisition, as Chief Executive Officer and a director of FinTech II until the FinTech II Acquisition, as Chief Executive Officer of FinTech III until the FinTech III Acquisition and as Chief Executive Officer of FinTech IV until the FinTech IV Acquisition. Mr. Cohen also recently joined FTAC Hera Acquisition Corp., or FTAC Hera, as its President and Chief Executive Officer, FTAC Parnassus Acquisition Corp., or FTAC Parnassus, as its Chairman, and INSU Acquisition Corp. IV, or INSU IV, as its Chairman, each a blank check company formed for the purpose of effecting its own initial business combination. . He is also a past Chief Executive Officer of RAIT Financial Trust, which we refer to as RAIT, formerly a publicly traded real estate finance company focused on the commercial real estate industry, from December 2006 when it merged with Taberna Realty Finance Trust, to February 2009, and served as a trustee from the date RAIT acquired Taberna in February 2009 until his resignation from that position in February 2010. From 1998 to 2000, Mr. Cohen served as the Chief Operation Officer of Resource America, Inc., formerly a publicly traded asset management company with interests in energy, real estate and financial services. Mr. Cohen was also a past director of Jefferson Bank of Pennsylvania, a commercial bank and subsidiary of JeffBanks, Inc., a publicly traded bank holding company, which we refer to as JeffBanks, acquired by Hudson United Bancorp in 1999.

Mr. Gilbert brings over 20 years of global financial services expertise as an entrepreneur, angel investor, venture investor, and advisor. His public company exits include Square and Eventbrite. Mr. Gilbert previously served as an advisor to Locust Walk Acquisition Corp. and currently serves as an advisor to Phoenix Biotech Acquisition Corp. He ~~currently serves as President and Chief Executive Officer of FTAC Parnassus, a blank check company formed for the purpose of effecting its own initial business combination. He~~ was most recently President and Chief Executive Officer of FTAC Olympus Acquisition Corp., or FTAC Olympus, a blank check company which raised $754.0 million in its initial public offering in August 2020 and that merged with Payoneer (NASDAQ: PAYO) in June 2021. Mr. Gilbert is founder and General Partner of Launchpad Capital, a venture capital fund. He was most recently a General Partner at Propel Venture Partners, a venture capital fund backed by BBVA Group. He currently serves on the boards of directors of Propel Venture Partners portfolio companies Guideline, Inc., Grabango Co. and Steady Platform Inc. Mr. Gilbert serves as the executive chairman of SmartBizLoans, a small business lending marketplace that he co-founded as an entrepreneur-in-residence at Venrock. Mr. Gilbert is an independent director of bKash, Bangladesh’s largest remittance and mobile banking platform, and a director of River City Bank, a $3.6 billion community bank based in Sacramento, CA. He was previously co-founder and Chief Executive Officer of real estate payments company PropertyBridge (acquired by MoneyGram International).

NASDAQ rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Notwithstanding the foregoing, if we are not then listed on NASDAQ for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.

We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of NASDAQ’s 80% fair market value test.

In addition to any potential business candidates we ~~may~~ identify on our own, ~~we anticipate that~~ other target business candidates ~~will~~are be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or or divisions.

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

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, nor are we prohibited from partnering, submitting joint bids, or entering into any similar transaction with our sponsor, or an affiliate of our sponsor, in the pursuit of an initial business combination. If we seek to complete an initial business combination with such a company or we partner with our sponsor, or any of its affiliates in our pursuit of an initial business combination, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to fair market value that the business combination is fair to our stockholders from a financial point of view.

As more fully discussed in “Certain Relationships and Related Transactions; and Director Independence — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Certain of our directors currently have relevant fiduciary duties or contractual obligations that may take priority over their duties to us. However, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. We do not believe that any potential conflicts would materially affect our ability to complete our initial business combination.

Effecting Our Initial Business Combination

General

We are not presently engaged in, and we will not engage in, any operations until our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the private placement, our capital stock, debt or a combination of these as the consideration to be paid in our initial business combination.

If we pay for our initial ~~business~~ business combination using stock or debt securities, or we do not use all of the funds released from the trust account for payment of the purchase price in connection with our business combination or for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.

There is no current basis ~~for~~ for stockholders to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impact a target business.

NASDAQ rules require that ~~our~~ our initial business combination be with one or more target businesses that together have a fair market value equal to at least 80% of ~~the~~ the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our ~~signing~~ signing a definitive agreement in connection with our initial business combination. However, if our securities are not listed on NASDAQ or another securities exchange, we will no longer be subject to that requirement.

We may seek to raise additional funds through a private offering of debt or equity securities to finance our initial business combination, and we may effectuate an initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. Subject to compliance with applicable securities laws, we would consummate such financing only simultaneously with the consummation of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the initial business combination would disclose the terms of the financing and, only if required by law or NASDAQ, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. ~~At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.~~

Sources of Acquisition Candidates

WeTarget ~~anticipate that target~~ business candidates are ~~will be~~ brought to our attention from various unaffiliated sources, including investment bankers, attorneys, accountants, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds, brokers and other members of the financial community and corporate executives. These target candidates may present solicited or unsolicited proposals. Such sources became aware that we were seeking a business combination candidate by a variety of means, including publicly available information relating to the initial public offering, public relations and marketing efforts or direct contact by management following the completion of the initial public offering.

Our officers and directors, as well as their affiliates, ~~may~~ also bring to our attention target business candidates of which they become aware through their contacts. ~~While~~We wemay doengage ~~not presently anticipate engaging~~ the services of professional firms or other individuals that specialize in business acquisitions ~~on any formal basis~~, ~~we may engage these firms or other individuals~~ in ~~the future, in~~ which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only if our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is), other than (i) repayment of loans made to us prior to the date of the initial public offering by our sponsor to cover offering-relating and organization expenses, (ii) repayment of loans that our sponsor, members of our management team or any of their respective affiliates may make to finance transaction costs in connection with an intended initial business combination (provided that if we do not consummate an initial business combination, we may use working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment), (iii) payments to our sponsor or its affiliate of a total of $40,000 per month for office space, administrative and shared personnel support services, (iv) at the closing of our initial business combination, at the option of our management team, a customary advisory fee, if any, to affiliates of our sponsor, in an amount that constitutes a market standard advisory fee for comparable transactions and services provided (the fees of which are not currently estimable and have no established limits); (v) payment of customary fees for financial advisory services (including to CCM); and (vi) to reimburse our sponsor, officers or directors for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Any advisory fee payable to an affiliate of our sponsor will be negotiated on an arms-length basis and will require approval of our audit committee. None of the initial holders, our officers, our directors or any entity with which they are affiliated will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective acquisition target in connection with a contemplated acquisition of such target by us. Although some of our officers and directors may enter into employment or consulting agreements with the acquired business following our initial business combination, the presence or absence of any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or their affiliates. Additionally, we are not prohibited from partnering, submitting joint bids, or entering into any similar transaction with such persons in the pursuit of an initial business combination. If we seek to complete an initial business combination with such a company or we partner with such persons in our pursuit of an initial business combination, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm, that such an initial business combination is fair to our stockholders from a financial point of view. Generally, such opinion is rendered to a company’s board of directors and investment banking firms may take the view that stockholders may not rely on the opinion. Such view will not impact our decision on which investment banking firm to hire.

Unless we consummate our initial business combination with an affiliated entity, we are not required to obtain a financial fairness opinion from an independent investment banking firm. If we do not obtain such an opinion, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value and fairness based on standards generally accepted by the financial community. The application of such standards would involve a comparison, from a valuation standpoint, of our business combination target to comparable public companies, as applicable, and a comparison of our contemplated transaction with such business combination target to other then-recently announced comparable private and public company transactions, as applicable. The application of such standards and the basis of our board of directors’ determination will be discussed and disclosed in our tender offer or proxy solicitation materials, as applicable, related to our initial business combination. If any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Selection of a target business and structuring of our initial business combination

NASDAQ rules require that we we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. The fair market value of our initial business combination will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses. Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

In any case, we will only ~~complete~~ complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or ~~otherwise~~ otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account for purposes of NASDAQ’s 80% fair market value test. There is currently no basis for stockholders to evaluate the possible merits or risks of of any target business with which we may ultimately complete our initial business combination.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective business target, we ~~expect to~~ conduct a thorough due diligence review, which ~~may encompass~~encompasses, among other things, meetings with incumbent ~~management~~ management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial ~~and~~ and other information ~~that will be~~ made available to us.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

Lack of business diversification

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

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

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

Limited ability to evaluate the target’s management team

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

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

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

Stockholders may not have the ability to approve a business combination

We may not seek stockholder approval before we effect our initial business combination as not all business combinations require stockholder approval under applicable state law. However, we will seek stockholder approval if it is required by law or NASDAQ, or we may decide to seek stockholder approval for business or other reasons. Presented in the table below is a table of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

Type of Transaction		Whether Stockholder Approval is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes

So long as we obtain and maintain a listing for our securities on NASDAQ, stockholder approval would be required for our initial business combination if, for example:

●

we issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding (other than in a public offering);

●

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

●

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

Permitted purchases of our securities

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our sponsor, directors, officers or their respective affiliates may purchase public securities in the open market or in privately negotiated transactions either prior to or following the consummation of our initial business combination, although as of the date of this Annual Report they have no commitments, plans or intentions to engage in such transactions. If they do effect such purchases, we anticipate that they would approach a limited number of large holders of our securities that have voted against the business combination or sought redemption of their shares, or that have indicated an intention to do so, and engage in direct negotiations for the purchase of such holders’ positions. All holders approached in this manner would be institutional or sophisticated holders. There is no limit on the number of shares they may acquire. Our sponsor, directors, officers, advisors or their affiliates will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act or in transactions that would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act. Although they do not currently anticipate paying any premium purchase price for such public shares, there is no limit on the price they may pay. They may also enter into transactions to provide such holders with incentives to acquire shares or vote their shares in favor of an initial business combination. No funds in the trust account may be used to effect purchases of public securities in the open market or in privately negotiated transactions.

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

As a consequence of any such purchases by our sponsor, directors, officers or their affiliates, the public “float” of our common stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to obtain the continued listing of our securities on NASDAQ or another national securities exchange in connection with our initial business combination.

Our sponsor, officers, directors and/or their respective affiliates anticipate that they will identify the public stockholders with whom they may pursue privately negotiated purchases through either direct contact by the public stockholders or by our receipt of redemption requests or votes against the business combination submitted by such public stockholders following our mailing of proxy materials in connection with our initial business combination. The sellers of any shares so purchased by our sponsor, officers, advisors, directors and/or their affiliates would, as part of the sale arrangement, revoke their election to redeem such shares and withdraw their vote against the business combination. The terms of such purchases would operate to facilitate our ability to consummate a proposed business combination by potentially reducing the number of shares redeemed for cash.

Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

Redemption rights for public stockholders upon consummation of our initial business combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including any amounts representing deferred underwriting commissions and interest earned on the trust account (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is approximately $10.1526 per public share (based on the trust account balance as of December 31, ~~2021~~2022). The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. Our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, placement shares and public shares they may hold in connection with the completion of our initial business combination. However, our sponsor, officers and directors will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate within the completion window.

Manner of Conducting Redemptions

We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either in connection with a stockholder meeting called to approve the business combination or by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement.

We currently intend to conduct redemptions pursuant to a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

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

●

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of the proposed business combination, and

●

file tender offer documents with the SEC prior to consummating our initial business combination that will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to consummate our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our Class A common stock to become a “penny stock” (as such term is defined in Rule 3a5-1 of the Exchange Act, or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

If, however, stockholder approval of the transaction is required by law or NASDAQ, or we decide to obtain stockholder approval for business or other reasons, we will:

●

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

●

file proxy materials with the SEC.

We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our NASDAQ listing or Exchange Act registration.

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders, officers and directors will count towards this quorum and have agreed to vote any founder shares, placement shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 28.2% of our outstanding shares of common stock entitled to vote thereon. These quorum and voting thresholds and agreements may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our Class A common stock to become a “penny stock” upon consummation of our initial business combination, and, in any event, the terms of the proposed business combination may require a greater amount of net tangible assets. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or members of its management team, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the allocation of cash to satisfy other conditions in accordance with the terms of the proposed business combination. If the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly tendered plus the amount of any cash payments required pursuant to the terms of the proposed business combination exceeds the aggregate amount of cash available to us, taking into consideration the requirement that we maintain net tangible assets sufficient so that our Class A common stock is not considered a “penny stock” or such greater amount depending on the terms of our potential business combination, we will not consummate the business combination and any shares of Class A common stock tendered pursuant to the tender offer will be returned to the holders thereof following the expiration of the tender offer.

Limitation on redemption upon consummation of a business combination if we seek stockholder approval

Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of more than 20.0% of the shares sold in the initial public offering without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 20.0% of the shares sold in the initial public offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to no more than 20.0% of the shares sold in the initial public offering, we believe we will limit the ability of a small number of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold more than 20.0% of the shares sold in the initial public offering) for or against our initial business combination. Our initial holders, sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares, placement shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial stockholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquired public shares in the initial public offering or thereafter through open market purchases, it would be a public stockholder and restricted from seeking redemption rights with respect to an aggregate of more than 20.0% of the shares sold in the initial public offering.

Tendering stock certificates in connection with redemption rights

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

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker ~~$100.00~~ and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

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

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

If the initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our proposed initial business combination is not consummated, we may continue to try to consummate a business combination with a different target until the expiration of the completion window.

Redemption of public shares and liquidation if no initial business combination

Our amended and restated certificate of incorporation provides that we have only the completion window to complete our initial business combination. If we are unable to consummate our initial business combination within the completion window, we will distribute the aggregate amount then on deposit in the trust account, pro rata to our public stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs. If we have not consummated a business combination within the completion window, 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 all public shares then outstanding at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing interest earned on the trust account (net of taxes payable) and up to $100,000 to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.

The initial holders, our officers and directors have agreed to waive their redemption rights with respect to their founder shares and placement shares, as applicable, (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not completed our initial business combination within the completion window or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) if we fail to consummate a business combination within the completion window or if we liquidate prior to the expiration of the completion window. However, the initial holders and our officers and directors will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination within the completion window.

The underwriter has agreed to waive its rights to deferred underwriting commissions held in the trust account if we do not consummate a business combination and subsequently liquidate and, in such event, the deferred underwriting commissions held in the trust account will be available to fund the redemption of our public shares.

Our initial stockholders, ~~executive~~ executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public ~~shares~~ shares if we do not complete our initial business combination within the completion window unless we provide our public stockholders with ~~the~~ the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our Class A common stock to become a “penny stock” (as such term is defined in Rule 3a51-1 of the Exchange Act). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy this requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.

We will pay the costs of any liquidation from the net proceeds from the initial public offering and the private placement held out of trust, and up to $100,000 of the interest income on the trust account (net of any taxes payable), and the balance of loans from our sponsor or one of its affiliates for working capital purposes and to pay expenses to identify an acquisition target and consummate an initial business combination, although we cannot assure you that there will be sufficient funds for such purposes.

If we were to expend all of the net proceeds of the initial public offering and the private placement, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.15. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be less than the $10.15 per public share initially on deposit in the trust account. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. If we do not obtain a waiver from a third party, we will obtain the written consent of our sponsor before our entering into an agreement with such third party. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver and where our sponsor executes a written consent. 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. In order to protect the amounts held in the trust account, pursuant to a written agreement, FTAC Zeus Sponsor, LLC, has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a definitive transaction agreement, reduce the amounts in the trust account to below $10.15 per share, except as to any claims by a third party who executed a waiver of rights to seek access to the trust account and except as to any claims under our indemnity of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, FTAC Zeus Sponsor, LLC will not be responsible to the extent of any liability for such third party claims. We cannot assure you, however, that FTAC Zeus Sponsor, LLC will be able to satisfy those obligations. We have not independently verified whether FTAC Zeus Sponsor, LLC has sufficient funds to satisfy its indemnity obligations, we have not asked FTAC Zeus Sponsor, LLC to reserve for such obligations and we believe that its only assets are securities of our company. Therefore, we cannot assure you that FTAC Zeus Sponsor, LLC will be able to satisfy those obligations. We believe the likelihood of FTAC Zeus Sponsor, LLC having to indemnify the trust account is limited because we will endeavor to have all third parties that provide products or services to us and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

If the proceeds in the trust account are reduced below $10.15 per public share and FTAC Zeus Sponsor, LLC asserts that it is unable to satisfy any applicable obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against FTAC Zeus Sponsor, LLC to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against FTAC Zeus Sponsor, LLC 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 a particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.15 per public share.

We will have access to the net proceeds from the initial public offering and the private placement held out of trust with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors.

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 if we do not consummate our initial business combination within the completion window may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not consummate our initial business combination within the completion window is not considered a liquidation 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 liquidation distribution. If we have not consummated a business combination within the completion window, or earlier at the discretion of our board, 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 all public shares then outstanding at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing interest earned on the trust account, less any interest released to us to pay our franchise and income taxes and up to $100,000 to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the expiration of the completion window and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

As a result of this obligation and FTAC Zeus Sponsor, LLC’s indemnification of the trust account against certain claims as previously described in this section, we believe that the claims that could be made against us will be significantly limited and that the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, FTAC Zeus Sponsor, LLC may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below $10.15 per public share, and will not be liable as to any claims under our indemnity of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, FTAC Zeus Sponsor, LLC will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.15 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that ~~claims~~ claims will not be brought against us for these reasons.

Our public stockholders will be entitled to receive funds from the trust account only in the event of the redemption of our public shares if we do not consummate a business combination within the completion window. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming its shares for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above.

Competition

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

Facilities

We currently maintain our ~~executive~~ executive offices at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104-2870. The cost for our use of this space is included in the $40,000 per month fee we pay to our sponsor or its affiliate for office space, administrative and shared personnel support services. We consider our current office space adequate for our current operations.

Employees

We currently have two executive officers. These individuals are not obligated to devote any specific number of hours to our affairs but they devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they devote in any time period varies based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the consummation of our initial business combination.

Periodic Reporting and Financial Information

We have registered our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public accountants. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

We will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential targets we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the above requirements or that the potential target business will be able to prepare its financial statements in accordance with the above requirements. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

We are required to evaluate and report on our internal control procedures over financial reporting ~~for the fiscal year ending December 31, 2022~~ as required by the Sarbanes-Oxley Act. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

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

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

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30th.

Item 1A. RISK FACTORS

You should consider carefully all of the risks described below, which we believe are the principal risks that we face and of which we are currently aware, and all of the other information contained in this Annual Report. If any of the events or developments described below occur, our business, financial condition or results of operations could be negatively affected.

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

Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, unless such vote is required by law or ~~Nasdaq~~NASDAQ, which means we may consummate our initial business combination even though a majority of our public stockholders do not support such a combination.

We may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder approval under applicable state law or the rules of NASDAQ or if we decide to hold a stockholder vote for business or other reasons. For example, NASDAQ rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore, if we structure a business combination that requires us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such business combination. However, except as required by law, the decision as to whether we will seek stockholder approval of a proposed business combination 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 outstanding shares of our common stock do not approve of the business combination we consummate.

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

Our sponsor, officers and ~~directors~~ directors have agreed to vote their founder shares and any placement shares and public shares they hold in favor of our initial business combination. 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 holders of founder shares agreed to vote their founder shares, placement shares and public shares in accordance with the majority of the votes cast by our public stockholders.

Your ability to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may consummate a business combination without seeking stockholder approval, public stockholders may not have the right to vote on the business combination unless we seek such stockholder vote. Accordingly, your ability to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights with respect to a proposed business combination.

The ability of our public stockholders to redeem their shares for cash may make us unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

We may enter into a 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 amended and restated certificate of incorporation requires us to provide all of our stockholders with an opportunity to redeem all of their shares in connection with the consummation of any initial business combination, although our sponsor, directors and officers and each holder of placement units has agreed to waive his, her or its respective redemption rights with respect to founder shares and placement shares, and in the case of the initial holders, public shares held by him, her or it in connection with the consummation of our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than the amount necessary to satisfy a closing condition as described above, or cause our Class A common stock to become a “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act, we would not proceed with such redemption and the related business combination. Prospective targets would be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

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

At the time we enter into an an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares 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. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the Class B common stock result in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock at the time of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

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

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 probability that our initial business combination would be unsuccessful increases. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

The requirement that we complete a business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to consummate a business combination on terms that would produce value for our stockholders.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate a business combination within the completion window. Consequently, such target businesses may obtain leverage over us in negotiating a business combination, knowing that if we do not complete a business combination with it, we may be unable to identify another target business and complete a business combination with any target business. This risk will increase as we get closer to the end of the completion window. Depending upon when we identify a potential target business, we may have only a limited time to conduct due diligence and may enter into a business combination on terms that we might have rejected upon a more comprehensive investigation.

We may not be able to consummate a business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

We must complete our initial business combination within the completion window. We may not be able to find a suitable target business and consummate a business combination within that 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. If we have not consummated a business combination within the completion window, or earlier, at the discretion of our board pursuant to the expiration of a tender offer conducted in connection with a failed business combination, 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 all public shares then outstanding at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing interest earned on the trust account, less any interest released to us for the payment of taxes or dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.15 per share and our warrants will expire worthless.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the ~~recent~~ coronavirus (COVID-19) outbreak and the status of debt and equity markets.

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

If we seek stockholder approval of our initial business combination, our sponsor, directors, officers and their affiliates may elect to purchase shares of common stock from public stockholders, in which case they may influence a vote in favor of a proposed business combination that you do not support and reduce the public “float” of our Class A common stock or public warrants.

If we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our sponsor, directors, officers or their respective affiliates may purchase shares or warrants in the open market or in privately negotiated transactions either prior to or following the consummation of our initial business combination. Our sponsor, directors, officers and their respective affiliates may also enter into transactions with stockholders and others to provide them with incentives to, among other things, acquire shares of our common stock or vote their shares in favor of an initial business combination. Our directors, officers or their affiliates will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act or in a transaction which would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. In addition, if such purchases are made, the public “float” of our Class A common stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

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

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the 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 materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed. Please see “Business — Tendering stock certificates in connection with redemption rights.”

You will not have any rights to or interest in funds from the trust account, except under limited circumstances. To liquidate your investment, therefore, you may be forced to sell your shares or warrants, potentially at a loss.

Our public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the consummation of our initial business combination; (ii) the redemption of our public shares if we are unable to consummate a business combination within the completion window, subject to applicable law; (iii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window; or (iv) otherwise upon our liquidation or in the event our board of directors resolves to liquidate the trust account and ceases to pursue the consummation of a business combination prior to the expiration of the completion window (our board of directors may determine to liquidate the trust account prior to such date if it determines, in its business judgment, that it is improbable within the remaining time that we will be able to identify an attractive business combination or satisfy regulatory and other business and legal requirements to consummate a business combination). In addition, if our plan to redeem our public shares if we are unable to consummate an initial business combination within the completion window is not consummated for any reason, Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond the end of the completion window before they receive funds from our trust account. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any rights to the proceeds from our trust account with respect to their warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

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

Since we intend to use the net proceeds of the initial public offering and the private placement to complete an initial business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, because we had net tangible assets in excess of $5.0 million upon the completion of the initial public offering and the private placement and we filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419 under the Securities Act. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units were immediately tradable and we have a longer period of time to complete a business combination than would companies subject to Rule 419. Moreover, offerings subject to Rule 419 would prohibit the release of any interest earned on funds held in the trust account to us, except in connection with our consummation of an initial business combination.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete a business combination. If we are unable to complete our initial business combination, you may receive only $10.15 per share from our redemption of your shares, and our warrants will expire worthless.

We ~~expect to~~ encounter intense ~~competition~~ 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 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, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, because we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection with our initial business combination, target companies will be aware that this may reduce the resources available to us for our initial ~~business~~ business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If If we are unable to complete our initial business combination, our public stockholders may receive only $10.15 per share ~~(based on the trust account balance as of December 31, 2021)~~ from our redemption of our shares, and our warrants will expire worthless.

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

Of the net proceeds of the initial public offering and the private placement, $3557,~~474,184~~193 was available to us as of December 31, ~~2021~~2022 outside the trust account to ~~fund~~ fund our working capital requirements. If we are required to seek additional capital, we would need to borrow funds from our sponsor, ~~management~~ management team or other third parties to operate, or we may be forced to liquidate. None of our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only ~~from~~ from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $2,000,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the business combination. The units would be identical to the placement units. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive $10.15 per share on our redemption of our public shares, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.15 per share on the redemption of their shares. Please 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 $10.15 per share” and other risk factors in this section.

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

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this examination will uncover all material risks that may be presented by a particular target business, or that factors outside of the target business and outside of our control will not later arise. Even if our due diligence successfully identifies the principal risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. As a result, from time to time following our initial business combination, we may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any securityholders who choose to remain securityholders following the initial business combination could suffer a reduction in the value of their securities. Such securityholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination constituted an actionable material misstatement or omission.

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 $10.15 per share.

Placing funds in the trust account may not protect those funds from third party claims against us. Although we seek to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements or, even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, claims for fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver. If any third party refuses to execute an agreement waiving claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement without a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any available alternative. If we do not obtain a waiver from a third party, we will obtain the written consent of our sponsor before entering into an agreement with such third party.

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 management believes to be significantly superior to those of other consultants who would execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver and where our sponsor executes a written consent. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete a business combination within the required time frame, or upon the exercise of a redemption right in connection with a business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.15 per share initially held in the trust account due to claims of such creditors. Pursuant to a written agreement, FTAC Zeus Sponsor, LLC has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.15 per share except as to any claims by a third party who executed a waiver of rights to seek access to the trust account and except as to any claims under our indemnity of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, if an executed waiver is deemed to be unenforceable against a third party, FTAC Zeus Sponsor, LLC will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether FTAC Zeus Sponsor, LLC has sufficient funds to satisfy its indemnity obligations, we have not asked FTAC Zeus Sponsor, LLC to reserve for such indemnification obligations and we believe that its only assets are securities of our company. Therefore, we cannot assure you that it would be able to satisfy these obligations.

Our directors may decide not to enforce the indemnification obligations of FTAC Zeus Sponsor, LLC, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

If proceeds in the trust account are reduced below $10.15 per public share and FTAC Zeus Sponsor, LLC 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 FTAC Zeus Sponsor, LLC to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against FTAC Zeus Sponsor, LLC to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.15 per share.

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

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and 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.

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

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

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

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. 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 consummate our initial business combination within the completion window may be considered a liquidation 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 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 end of the completion window if we do not consummate an initial business combination and, therefore, we do not intend to comply with those procedures.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers or investment bankers) 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 if we do not consummate our initial business combination within the completion window is not considered a liquidation 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 liquidation distribution.

We may not hold an annual meeting of stockholders until after we consummate a business combination.

We may not hold an annual ~~meeting~~ meeting of stockholders until after we consummate a business combination (unless required by NASDAQ), and thus may not be in compliance with Section 211(b) of the DGCL, which requires that an annual meeting of stockholders be held for the purposes of electing directors in accordance with a company’s bylaws unless directors are elected by written consent in lieu of such a meeting. Therefore, if our ~~stockholders~~ stockholders want us to hold an annual meeting prior to our consummation of a 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. Even if an annual meeting was held for the purpose of electing directors prior to the consummation of a business combination, only holders of Class B common stock would be entitled to notice of such meeting and to vote at such meeting.

~~Because~~You ~~we have not selected any specific target businesses with which to pursue a business combination, you~~ will be unable to ascertain the merits or risks of any particular target business’ operations.

We will seek to consummate a business combination with an operating company in the financial technology industry, but may also pursue acquisition opportunities in other business sectors or geographic regions, except that we are not, under our amended and restated certificate of incorporation, permitted to effectuate a business combination with another blank check company or similar company with nominal operations. ~~Because~~As ~~we have not yet identified any specific target business with respect to~~ a ~~business combination~~result, you have no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. If we consummate our initial business combination, we may be affected by numerous risks inherent in the business operations of the entity with which we combine. Because we will seek to acquire businesses that potentially need financial, operational, strategic or managerial redirection, we may be affected by the risks inherent in the business and operations of a financially or operationally unstable entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all 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. Accordingly, any securityholders who choose to remain securityholders following the initial business combination could suffer a reduction in the value of their securities. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in an acquisition target.

We may seek investment opportunities in sectors outside of our industry focus (which may or may not be outside of our management’s area of expertise).

Although we currently intend to consummate a business combination in the financial technology industry, we will consider a business combination outside this industry if a business combination candidate is presented to us and we determine that such candidate offers an attractive investment opportunity for our company. If we elect to pursue an investment outside of the financial technology industry, our management’s expertise in that industry would not be directly applicable to its evaluation or operation, and the information contained herein regarding the financial technology industry might not be relevant to an understanding of the business that we elect to acquire.

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

Although we have identified specific criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into a business combination will not have all of these positive attributes. If we consummate a business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in an initial business combination candidate. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law or NASDAQ, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us to obtain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may only receive $10.15 per share ~~(based~~ on ~~the trust account balance as of December 31, 2021) on~~ our redemption, and our warrants will expire worthless.

We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.

To the extent we complete ~~our~~ our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all 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.

We are not required to obtain an opinion from an independent investment banking firm and, consequently, you may have no assurance from an independent source that the price we are paying for the target in our initial business combination is fair to our stockholders from a financial point of view.

Unless we consummate our initial business combination with an affiliated entity or our board cannot independently determine the fair market value of the target business, we are not required to obtain an opinion from an independent investment banking firm that the price we are paying is fair to our stockholders from a financial point of view. If we do not obtain an opinion, 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.

If we hold a stockholder vote and 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.

If we hold a stockholder vote to approve our initial business combination, the 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. If we make a tender offer for our public shares, we will include the same financial statement disclosure in our tender offer documents whether or not they are required under the tender offer rules. These financial statements must be prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances, and the historical financial statements must 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 statements in time for us to disclose such statements in accordance with federal proxy rules and consummate our initial business combination within the completion window.

The requirement that we maintain a minimum net worth or retain a certain amount of cash could increase the probability that we will be unable to complete a proposed business combination and that you would have to wait for liquidation in order to redeem your stock.

If, pursuant to the terms of of our proposed business combination, we are required to maintain a minimum net worth or retain a certain amount of cash in trust in order to consummate the business combination, the ability of our public stockholders to cause us to redeem their shares in connection with such proposed transaction will increase the risk that we will not meet that condition and, accordingly, that we will not be able to complete the proposed transaction. If we do not complete a proposed business combination, you would not receive your pro rata portion of the trust account until we liquidate or you are able to sell your stock in the open market. If you were to attempt to sell your stock in the open market at that time, the price you receive could represent a discount to the pro rata amount in our trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate.

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

The Sarbanes-Oxley Act requires that we maintain a system of internal controls and, ~~beginning with our annual report on Form 10-K for the fiscal year ending December 31, 2022,~~ that we evaluate and report on such system of internal controls. In addition, once we are no longer an “emerging growth company,” we must have our system of internal controls audited. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete a 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 controls of any such entity in order to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold will make it easier for us to consummate a business combination with which a substantial number of our stockholders do not agree.

We may be able to consummate a business combination even though a substantial number of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, if our sponsor, officers, directors or their affiliates have entered into privately negotiated agreements with public stockholders to acquire public shares. However, in no event will we redeem our public shares in an amount that would cause our Class A common stock to become a “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act, and the amount that we redeem may be further limited by the terms and conditions of our initial business combination. In such case, we would not proceed with the redemption of our public shares and the related initial business combination, and instead may search for an alternate business combination.

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

The financial statements in this annual report, after collaboration with our independent registered public accounting firm, reflect that all of the public shares are subject to redemption, even though we are prohibited under our amended and restated certificate of incorporation from redeeming all of the public shares since such redemption would result in our Class A common stock becoming a “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act. As a result, all of the public shares are classified as temporary equity, presented outside of the stockholders’ deficit section of our balance sheet. This accounting presentation may not be consistent with that of other blank check companies and may make comparison of our financial statements to that of other blank check companies more difficult.

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

In order to effectuate an ~~initial~~ initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified ~~governing~~ governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate 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. Amending our amended and restated certificate of incorporation will require the approval of holders of 65% of our common stock, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants. In addition, our amended and restated certificate of incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity. To the extent any such amendments would be deemed to fundamentally change the nature of our outstanding securities, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

We may have a limited ability to assess the management of a prospective target business and, as a result, may effect 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 effecting a business combination with a prospective target business, our ability to assess the target business’ management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we expected. 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.

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

Our amended and restated certificate of incorporation provides that any of its provisions related to pre-initial business combination activity (including the requirement to deposit proceeds of the initial public offering and the private placement into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein and including to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. We may not issue additional securities that can vote with common stockholders on matters related to our pre-initial business combination activity, on any amendment to certain provisions of our amended and restated certificate of incorporation or on our initial business combination. Our initial stockholders, who collectively beneficially own 28.2% of our common stock, will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern our pre-initial business combination behavior more easily than some other blank check companies, and this may increase our ability to complete an initial business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

Our sponsor, officers and ~~directors~~ directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (net of taxes payable), divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our sponsor, officers and directors. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

We may 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. If we are unable to complete our initial business combination, our public stockholders may only receive $10.15 per share on our redemption.

Because of the size of our initial business combination, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination, or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We may be unable to obtain any necessary financing on acceptable terms, if at all. The current economic environment has made it especially difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to consummate our initial business combination, we would be compelled to either restructure or abandon the transaction and seek an alternative target business candidate. If we are unable to complete our initial business combination, our public stockholders may only receive $10.15 per share ~~(based~~ on ~~the trust account balance as of December 31, 2021) on~~ our redemption. In addition, even if we do not need additional financing to consummate our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us after a business combination.

Our initial stockholders will control the election of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, they will elect all of our directors prior to the consummation of our initial business combination and may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

Our initial stockholders own approximately 28.2% of our outstanding common stock. In addition, the founder shares, all of which are held by our initial stockholders, entitle the holders to elect all of our directors prior to the consummation of our initial business combination. Holders of our public shares 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 a majority of at least 90% 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.

Neither our initial stockholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A common stock. In addition, as a result of their substantial ownership in our company, our initial stockholders may exert 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 common stock in the aftermarket 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.

Our sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

Our sponsor owns 28.2% of ~~our~~ our issued and outstanding shares of common stock. Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation. Holders of founder shares are not restricted from purchasing Class A common stock in the aftermarket or in privately negotiated transactions, which would increase their control. The holders of founder shares do not have any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our common stock. In addition, our board of directors, whose members were elected by the initial holders, is divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. At each annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our sponsor, because of its ownership position, will have considerable influence regarding the outcome. Accordingly, you should anticipate that our sponsor will continue to exert control at least until the consummation of our initial business combination.

Resources could be wasted in researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate another target business and consummate our initial business combination. If we are unable to complete our initial business combination, our public stockholders may only receive $10.15 per share from our redemption of our shares and our warrants will expire worthless.

WeThe ~~anticipate that the~~ investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to consummate our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business due to a reduction in the funds available for expenses relating to such efforts. If we are unable to complete our initial business combination, our public stockholders may only receive $10.15 per share ~~(based on the trust account balance as of December 31, 2021)~~ from our redemption of their shares and our warrants will expire worthless.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with our initial 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 would be advantageous to us.

Our key personnel may decide to remain with the company after the consummation 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 consummation of our initial business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business and cause them to have conflicts of interest in determining whether a particular business combination would be advantageous to us. However, we believe the ability of such individuals to remain with us after the consummation 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. There is no certainty, however, that any of our key personnel will remain with us after the consummation of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

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

If we determine to acquire several businesses simultaneously that are owned by different sellers, we will need each seller 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 the 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, we may be unable to operate the combined business successfully, and you could lose some or all of your investment in us.

We may attempt to consummate 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 expected, or at all.

In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of the information developed during our due diligence examination, which may be limited. As a result, we could acquire a company that is not as profitable as we expected, or at all. Furthermore, the relative lack of information about a private company may hinder our ability to properly assess the value of such a company which could result in our overpaying for that company.

If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business 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.

If we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

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costs and difficulties inherent in managing cross-border business operations;

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rules and regulations regarding currency redemption;

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complex corporate withholding taxes on individuals;

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laws governing the manner in which future business combinations may be effected;

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exchange listing and/or delisting requirements;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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local or regional economic policies and market conditions;

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unexpected changes in regulatory requirements;

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challenges in managing and staffing international operations;

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longer payment cycles;

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

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currency fluctuations and exchange controls;

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rates of inflation;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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underdeveloped or unpredictable legal or regulatory systems;

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corruption;

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protection of intellectual property;

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social unrest, crime, strikes, riots and civil disturbances;

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regime changes and political upheaval;

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terrorist attacks and wars; and

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deterioration of political relations with the United States.

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

We may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We anticipate structuring ~~our~~ our initial business combination to acquire 100% of the equity interests or assets of the target business or businesses. However, we may ~~structure~~ structure our initial business combination to acquire less than 100% of the equity interests or assets of the target business, but only if we (or any entity that is a successor to us in a business combination) acquire a majority of the outstanding voting securities or assets of the target. Even if we own a majority interest in the target, our stockholders prior to the 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 the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that we will not be able to maintain our control of the target business.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our financial condition and the value of our stockholders’ investment in us.

We may choose to incur substantial debt in order to complete our initial business combination. The incurrence of debt could have a variety of negative effects, including:

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to meet our debt service obligations;

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acceleration of our obligations to repay the indebtedness, even if we make all principal and interest payments when due, if we breach covenants that require the maintenance of financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand and the lender demands payment;

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our inability to obtain necessary additional financing if any debt we incur contains covenants restricting our ability to obtain additional financing while the debt is outstanding;

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prohibitions of, or limitations on, our ability to pay dividends on our common stock;

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use of 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, as well as for expenses, capital expenditures, acquisitions and other general corporate purposes;

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

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

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

We do not have a policy with respect to how much debt we may incur. To the extent that the amount of our debt increases, the impact of the effects listed above may also increase.

We may complete a business combination with only one business, which would result in our success being dependent solely on a single business which may have a limited number of products or services. This lack of diversification may harm our operations and profitability.

We are not limited as to the number of businesses we may acquire in our initial business combination. However, we may not be able to effectuate a business combination with more than one target business because of various factors, including the limited amount of the net proceeds of the initial public offering, 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 consummating an initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory risks particular to the industry area in which the acquired business operates. 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:

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solely depend upon the performance of a single business, property or asset, or

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depend upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory 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.

The officers and directors of an acquisition candidate may resign upon consummation of a business combination. The loss of an acquisition 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 consummation 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 us following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of an acquisition target’s key personnel could negatively impact the operations and profitability of our post-combination business.

We may partner, submit a joint bid or enter into a similar transaction with holders of founder shares or an affiliate in connection with our pursuit of, or in connection with, a business combination.

We are not prohibited from partnering, submitting a joint bid or entering into any similar transaction with holders of founder shares or their affiliates in our pursuit of a business combination. Although we currently have no plans to do so, we could pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination and the transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or an independent accounting firm regarding the fairness to our stockholders from a financial point of view of a business combination with any holder of founder shares or its affiliates, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest. Additionally, were we successful in consummating such a transaction, conflicts could invariably arise from the interest of the holder of founder shares or its affiliate in maximizing its returns, which may be at odds with the strategy of the post-business combination company or not in the best interests of the public stockholders of the post-business combination company. Any or all of such conflicts could materially reduce the value of your investment, whether before or after our initial business combination.

A failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business.

Depending upon the type of business we acquire, in the course of providing services to our customers we may collect, process and retain sensitive and confidential information on our customers and their clients. A failure of our systems due to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other causes could result in the misappropriation, loss or other unauthorized disclosure of confidential customer information. Any such failure could result in damage to our reputation with our customers, expose us to the risk of litigation and liability, disrupt our operations, and impair our ability to operate profitably.

We may not be able to protect our intellectual property and we may be subject to infringement claims.

We expect to rely on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect any proprietary technology of a target business. Although we intend to protect vigorously any intellectual property we acquire, third parties may infringe or misappropriate our intellectual property or may develop competitive technology. Our competitors may independently develop similar technology, duplicate our products or services or design around our intellectual property rights. We may have to litigate to enforce and protect our intellectual property rights, trade secrets and know-how or to determine their scope, validity or enforceability, which is expensive, could cause a diversion of resources and may not prove successful. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection could harm our business and ability to compete.

We also may be subject to claims by third parties for infringement of another party’s proprietary rights, or for breach of copyright, trademark or license usage rights. Any such claims and any resulting litigation could subject us to significant liability for damages. An adverse determination in any litigation of this type could require us to design around a third party’s intellectual property, obtain a license for that technology or license alternative technology from another party. None of these alternatives may be available to us at a price which would allow us to operate profitably. In addition, litigation is time consuming and expensive to defend and could result in the diversion of the time and attention of management and employees. Any claims from third parties may also result in limitations on our ability to use the intellectual property subject to these claims.

Risks Relating to our Sponsor and Management Team

We are dependent upon our officers and directors; the loss of any one or more of them could adversely affect our ability to complete a business combination.

Our operations depend upon the background, experience and contacts of our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have consummated a business combination. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. In addition, our executive officers and directors are not required to, and do not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and the search for a business combination and their other business commitments. We do not intend to have any full-time employees prior to the consummation of our business combination. Each of our executive officers and directors is engaged in other business endeavors and is not obligated to contribute any specific number of hours per week to our affairs. If our executive officers’ and directors’ other business commitments require them to devote substantial amounts of time in excess of their current commitment levels, it could limit their ability to devote time to our affairs which make it more difficult for us to identify an acquisition target and consummate our business combination.

Our success following our initial business combination likely will depend upon the efforts of management of the target business. The loss of any of the key personnel of the target’s management team could make it more difficult to operate the target profitably.

Although some of our key personnel may remain with the target business in senior management or advisory positions following a business combination, we can offer no assurance that any will do so. Moreover, as a result of the existing commitments of our key personnel, it is likely that we will retain some or all of the management of the target business to conduct its operations. The departure of any key members of the target’s management team could thus make it more difficult to operate the post-combination business profitably. Moreover, to the extent that we will rely upon the target’s management team to operate the post-combination business, we will be subject to risks regarding their managerial competence. While we intend to closely scrutinize the skills, abilities and qualifications of any individuals we retain after a business combination, our ability to do so may be limited due to a lack of time resources or information. Accordingly, we cannot assure you that our assessment of these individuals will prove to be correct and that they will have the skills, abilities and qualifications we expect.

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us, including another blank check company, and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Following the completion of the initial public offering and until we consummate our initial business combination, we will engage in the business of identifying and combining with one or more businesses. Our sponsor and officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business. . For example, our Chairman serves as Chairman or Chief Executive Officer of INSU III, INSU IV, FinTech V, FinTech VI, FTAC Parnassus and FTAC Hera, each a blank check company formed for the purpose of effecting its own initial business combination. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved.

Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation contains a waiver of the corporate opportunity doctrine, which provides that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us. In the absence of the “corporate opportunity” waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from having representatives, who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the “corporate opportunity” waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates.

However, the personal and ~~financial~~ financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest, which could negatively impact the timing for a business combination.

For a discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see the sections of this ~~prospectus~~Annual Report entitled “Certain Relationships and Related Transactions, and Director Independence — Conflicts of of Interest.”

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our executive officers, directors or existing stockholders, which may raise potential conflicts of interest.

We may decide to acquire one or more businesses affiliated with holders of founder shares, or our officers and directors. Our officers and directors also serve as officers and board members of other entities. Such entities may compete with us for business combination opportunities. The holders of founder shares and our officers and directors are not currently aware of any specific opportunities for us to consummate a business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that the targeted affiliated entity met our criteria for a business combination and the transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or an independent accounting firm regarding the fairness to our stockholders from a financial point of view of a business combination with one or more businesses affiliated with our executive officers, directors or holders of founder shares, 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. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis.

Since holders of founder shares and placement units will lose some or all of their investment in us if we do not consummate a business combination, a conflict of interest may arise in determining whether a particular acquisition target is appropriate for our initial business combination.

Our initial holders currently own 14,009,583 founder shares, which will be worthless if we do not consummate our initial business combination. Our sponsor also purchased an aggregate of 1,778,750 placement units for an aggregate purchase price of $17,787,500. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, placement shares or placement warrants, which will expire worthless if we do not consummate a business combination within the completion window. If we do not consummate a business combination, our sponsor will realize a loss on the placement units it purchased. As a result, the personal and financial interests of certain of our officers and directors, directly or as members of our sponsor, in consummating an initial business combination, along with their flexibility in identifying and selecting a prospective acquisition candidate, may influence their motivation in identifying and selecting a target business combination and completing an initial business combination that is not in the best interests of our stockholders. Consequently, the discretion of our officers and directors, in identifying and selecting a suitable target business combination may result in a conflict of interest when determining whether the terms, conditions and timing of a particular initial business combination are appropriate and in the best interest of our public stockholders.

Risks Relating to our Securities

~~The~~If ~~securities~~we inare ~~which~~deemed weto ~~invest~~be ~~the~~an ~~funds~~investment company ~~held~~under in the ~~trust~~Investment ~~account~~Company ~~could bear a negative rate of interest~~Act, ~~which~~we ~~could~~may ~~reduce~~be ~~the~~required ~~value~~to ofinstitute ~~the~~burdensome ~~assets~~compliance ~~held~~requirements inand ~~trust~~our ~~such~~activities ~~that~~may ~~the~~be restricted, ~~per-share~~which ~~redemption~~may ~~amount~~make ~~received~~it bydifficult ~~public~~for ~~stockholders~~us ~~may~~to becomplete ~~less~~our ~~than~~initial ~~$10.15~~business ~~per share~~combination.

~~The~~If ~~proceeds~~we ~~held~~are indeemed ~~the~~to ~~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~~an ~~meeting~~investment ~~certain~~company ~~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~~activities 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~~restricted, ~~than $10.15 per share.~~including:

If● werestrictions ~~are~~on ~~deemed to be an investment company under~~ the ~~Investment~~nature ~~Company~~of ~~Act, we may be required to institute burdensome compliance requirements and~~ our ~~activities~~investments; ~~may be restricted, which may make it difficult for us to complete our initial business combination.~~and

If● werestrictions ~~are~~on ~~deemed to be an investment company under~~ the ~~Investment~~issuance ~~Company~~of ~~Act, our activities may be restricted, including:~~securities;

●each ~~restrictions~~of onwhich ~~the~~may ~~nature~~make ofit difficult for us to complete our ~~investments;~~initial ~~and~~business combination.

●In ~~restrictions~~addition, onwe ~~the~~may ~~issuance~~have ofimposed upon ~~securities;~~us burdensome requirements, including:

~~each~~● ofregistration ~~which~~as ~~may~~an ~~make~~investment itcompany ~~difficult~~with ~~for~~the ~~us to complete our initial business combination.~~SEC;

In● ~~addition,~~adoption weof ~~may~~a ~~have~~specific ~~imposed upon~~form usof ~~burdensome~~corporate ~~requirements,~~structure; ~~including:~~and

● ~~registration~~reporting, asrecord ankeeping, ~~investment~~voting, ~~company~~proxy and disclosure requirements and compliance with ~~the~~other ~~SEC;~~rules and regulations that we are currently not subject to.

~~● adoption of a specific form of corporate structure; and~~32

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

32We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our securities are not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our primary business objective, which is a business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window; and (iii) absent a business combination, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.15 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.15 per share on the redemption of their shares. Please 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 $10.15 per share” and other risk factors in this section.

InIf ~~order not to be regulated as an investment company under the Investment Company Act, unless~~ we ~~can~~seek ~~qualify~~stockholder ~~for~~approval anof ~~exclusion,~~our ~~we must ensure that we are engaged~~initial ~~primarily in a~~ business ~~other~~combination ~~than~~and ~~investing,~~we ~~reinvesting~~do ornot ~~trading~~conduct ofredemptions ~~securities~~pursuant ~~and~~to ~~that~~the ~~our~~tender ~~activities~~offer dorules, ~~not~~a ~~include investing~~stockholder, ~~reinvesting, owning, holding~~ or ~~trading~~a “~~investment securities~~group” ~~constituting more than 40%~~ of ~~our total assets (exclusive of U.S. government~~ ~~securities~~stockholders, ~~and~~who ~~cash~~are ~~items)~~deemed ~~on an unconsolidated basis. Our business is~~ to ~~identify~~hold ~~and complete~~ an ~~initial~~aggregate ~~business~~of ~~combination~~more ~~and~~than ~~thereafter to~~20.0% ~~operate~~of ~~the~~our ~~post-transaction~~common ~~business~~stock ormay ~~assets for the long term. We do~~ not ~~plan~~redeem toany ~~buy~~shares ~~businesses~~they orhold ~~assets~~that ~~with a view to resale~~exceed orsuch ~~profit from their resale~~20.0% ~~We do not plan to buy unrelated businesses or assets or to be a passive investor~~amount.

WeIf dowe ~~not~~seek ~~believe~~stockholder ~~that our~~approval anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of ~~Section~~our ~~2(a)(16)~~initial ofbusiness ~~the~~combination ~~Investment~~and ~~Company Act~~we ~~having~~do anot ~~maturity~~conduct ofredemptions ~~185 days or less or~~ in ~~money~~connection ~~market~~with ~~funds~~our ~~meeting~~business ~~certain~~combination ~~conditions~~pursuant ~~under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant~~ to the ~~trust agreement, the trustee is not permitted~~tender tooffer ~~invest in other securities or assets. By restricting the investment of the proceeds to these instruments~~rules, ~~and~~our byamended ~~having a business plan targeted at acquiring~~ and ~~growing~~restated ~~businesses~~certificate ~~for~~of ~~the~~incorporation ~~long~~provides ~~term~~that ~~(rather than on buying and selling businesses in the manner of~~ a ~~merchant bank~~public ~~or private equity fund)~~stockholder, wetogether ~~intend~~with toany ~~avoid~~affiliate ~~being deemed an “investment company” within the meaning~~ of ~~the Investment~~ ~~Company~~such ~~Act.~~stockholder ~~Our~~or ~~securities~~any ~~are~~other ~~not~~person ~~intended~~with ~~for~~whom ~~persons~~such ~~who~~stockholder ~~are~~is ~~seeking~~acting ~~a return on investments~~ in ~~government~~concert ~~securities~~ or ~~investment securities. The trust account is intended~~ as a ~~holding~~“group” ~~place~~(as ~~for~~defined ~~funds~~under ~~pending~~Section 13 ~~the earliest to occur~~ of: ~~(i)~~ the ~~completion~~Exchange ~~of our primary business objective~~Act), ~~which~~will isbe arestricted ~~business~~from ~~combination;~~seeking ~~(ii) the~~ redemption ofrights ~~any public shares properly submitted in connection~~ with ~~a stockholder~~respect ~~vote~~ to ~~amend~~shares ~~our~~in ~~amended~~excess ~~and restated certificate~~ of ~~incorporation~~20.0% ~~to modify the substance or timing~~ of ~~our obligation to provide for~~ the ~~redemption of our public~~ shares sold in ~~connection~~the ~~with an~~ initial ~~business combination or to redeem 100% of our~~ public ~~shares if~~offering wewithout ~~do not complete~~ our ~~initial~~prior ~~business~~written ~~combination~~consent. ~~within~~We ~~the~~refer ~~completion~~to ~~window;~~such ~~and~~shares ~~(iii)~~in ~~absent~~excess aof ~~business~~20.0% ~~combination,~~or ~~our~~more ~~return~~ of the ~~funds~~shares ~~held~~ sold in the ~~trust~~initial ~~account to our~~ public ~~stockholders~~offering as ~~part~~“Excess ~~of our redemption of the public shares~~Shares”. IfHowever, we dowould not ~~invest the proceeds as discussed above, we may~~ be ~~deemed~~restricting toour bestockholders’ ~~subject~~ability to vote ~~the~~all ~~Investment~~of ~~Company~~their ~~Act.~~shares If(including weExcess ~~were~~Shares) ~~deemed~~for toor beagainst ~~subject~~our toinitial ~~the Investment~~business ~~Company~~combination. ~~Act,~~Your ~~compliance~~inability ~~with~~to ~~these~~redeem ~~additional~~any ~~regulatory~~Excess Shares ~~burdens~~will ~~would~~reduce ~~require~~your ~~additional~~influence ~~expenses~~over ~~for which we have not allotted funds and may hinder~~ our ability to consummate ~~our~~a ~~initial~~ business combination. Ifand weyou ~~are~~could ~~unable~~suffer toa ~~complete~~material ~~our~~loss ~~initial~~on ~~business~~your ~~combination,~~investment ~~our~~in ~~public~~us ~~stockholders~~if ~~may~~you ~~receive~~sell ~~only~~Excess ~~approximately~~Shares ~~$10.15~~in ~~per~~open ~~share~~market ~~(based~~transactions. onAdditionally, ~~the~~you ~~trust~~will ~~account~~not ~~balance~~receive asredemption ofdistributions ~~December~~with ~~31, 2021) on~~respect to the ~~liquidation~~Excess ofShares ~~our~~if ~~trust~~we ~~account~~consummate ~~and~~ our ~~warrants~~business ~~will expire worthless~~combination. InAs ~~certain~~a ~~circumstances~~result, ~~our~~you ~~public~~would ~~stockholders~~continue ~~may~~to ~~receive less~~hold ~~than~~that ~~$10.15~~number ~~per share on the redemption~~ of ~~their~~ shares exceeding 20.0% ~~Please~~and, ~~see~~in “—order Ifto ~~third~~dispose ~~parties~~of ~~bring~~such ~~claims against us~~shares, ~~the proceeds~~would ~~held in the trust account could~~ be ~~reduced~~required ~~and~~to ~~the~~sell ~~per-share~~them ~~redemption~~in ~~amount~~open ~~received~~market bytransactions, ~~stockholders~~potentially ~~may~~at bea ~~less than $10~~loss.~~15 per share” and other risk factors in this section.~~

IfNASDAQ wemay ~~seek~~delist ~~stockholder~~our ~~approval~~securities offrom ~~our initial~~trading ~~business~~which ~~combination~~could ~~and~~limit weinvestors’ doability ~~not conduct redemptions pursuant~~ to ~~the~~make ~~tender~~transactions ~~offer~~in ~~rules,~~our asecurities ~~stockholder,~~and orsubject aus ~~“group” of stockholders, who are deemed~~ to ~~hold~~additional antrading ~~aggregate of more than 20~~restrictions.~~0% of our common stock may not redeem any shares they hold that exceed such 20.0% amount.~~

IfWe wecannot ~~seek~~assure ~~stockholder~~you ~~approval~~that of our ~~initial~~securities ~~business~~will ~~combination~~continue ~~and~~to webe dolisted ~~not~~on ~~conduct~~NASDAQ ~~redemptions~~ in ~~connection~~the ~~with~~future or prior to our initial business combination. ~~pursuant~~In order to ~~the~~continue ~~tender~~listing ~~offer~~our ~~rules,~~securities ~~our~~on ~~amended~~NASDAQ ~~and~~prior ~~restated~~to ~~certificate~~our ofinitial ~~incorporation~~business ~~provides~~combination, ~~that~~we amust ~~public~~maintain ~~stockholder~~certain financial, ~~together~~distribution ~~with~~and ~~any~~stock ~~affiliate~~price oflevels. ~~such~~Generally, ~~stockholder~~we ormust ~~any~~maintain ~~other~~an ~~person~~average ~~with~~global ~~whom~~market ~~such~~capitalization ~~stockholder~~and isa ~~acting~~minimum innumber ~~concert~~of orholders asof aour ~~“group”~~securities (asgenerally ~~defined~~400 ~~under Section~~public ~~13 of the Exchange Act~~holders). Additionally, ~~will~~in beconnection ~~restricted from seeking redemption rights~~ with ~~respect~~our toinitial ~~shares~~business incombination, ~~excess~~we ofwill ~~20.0%~~be ofrequired ~~the~~to ~~shares~~demonstrate ~~sold in~~compliance ~~the~~with NASDAQ’s initial ~~public~~listing ~~offering~~requirements, ~~without~~which ~~our~~are ~~prior~~more ~~written~~rigorous ~~consent.~~than WeNASDAQ’s ~~refer~~continued tolisting ~~such~~requirements, ~~shares~~ in ~~excess~~order ofto ~~20.0%~~continue orto ~~more of the shares sold~~maintain in the ~~initial~~listing ~~public~~of ~~offering~~our assecurities ~~“Excess~~on ~~Shares”~~NASDAQ. ~~However~~For instance, weour stock price would ~~not~~generally be ~~restricting~~required ~~our stockholders’ ability~~ to ~~vote~~ ~~all~~be ofat ~~their~~least ~~shares (including Excess Shares) for or against our initial business combination~~$4.00 ~~Your~~per ~~inability~~share ~~to redeem any Excess~~and ~~Shares~~we ~~will~~would ~~reduce~~be ~~your~~required ~~influence over our ability~~ to ~~consummate~~have a ~~business~~minimum ~~combination~~of ~~and~~400 ~~you~~round ~~could~~lot ~~suffer~~holders a(with ~~material~~at ~~loss~~least on50% ~~your~~of ~~investment in~~such usround iflot ~~you~~holders ~~sell~~holding ~~Excess~~securities ~~Shares in open market transactions. Additionally, you will not receive redemption distributions~~ with ~~respect~~a tomarket ~~the~~value ~~Excess~~of ~~Shares~~at ifleast we$2,500) ~~consummate~~of our ~~business combination~~securities. AsWe acannot ~~result,~~assure you ~~would continue to hold~~ that ~~number~~we ofwill ~~shares exceeding 20.0% and, in order to dispose of such shares, would~~ be ~~required~~able to ~~sell~~meet ~~them~~those ininitial ~~open~~listing ~~market transactions, potentially~~ requirements at athat ~~loss~~time.

~~NASDAQ may delist our securities from trading which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.~~33

WeIf ~~cannot~~NASDAQ ~~assure~~delists ~~you that~~ our securities from ~~will~~trading ~~continue to be listed~~ on ~~NASDAQ~~its inexchange ~~the~~and ~~future~~we orare ~~prior~~not toable ~~our initial business combination. In order~~ to ~~continue~~list ~~listing~~ our securities on ~~NASDAQ~~another ~~prior~~national tosecurities ~~our initial business combination~~exchange, we ~~must~~expect ~~maintain certain financial, distribution and stock price levels. Generally, we must maintain an average global market capitalization and a minimum number of holders of~~ our securities ~~(generally 400 public~~ ~~holders).~~could ~~Additionally, in connection with our initial business combination, we will~~ be ~~required~~quoted toon ~~demonstrate~~the ~~compliance~~Over-The-Counter ~~with~~Bulletin ~~NASDAQ’s initial~~Board ~~listing~~or ~~requirements, which are more rigorous than NASDAQ’s continued listing requirements, in order to continue to maintain~~ the ~~listing~~“pink ~~of our securities on NASDAQ~~sheets.” ~~For~~If ~~instance,~~this ~~our~~were ~~stock price would generally be required~~ to beoccur, atthere ~~least~~could ~~$4.00 per share and we would~~ be ~~required to have a minimum of 400 round lot holders (with at least 50% of such round lot holders holding securities with a~~material ~~market~~adverse ~~value of at least $2~~consequences,~~500)~~ ~~of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.~~including:

33● a limited availability of market quotations for our securities;

If● ~~NASDAQ~~reduced ~~delists~~liquidity ~~our~~for ~~securities from trading on its exchange and we are not able to list~~ our securities on another national securities exchange, we expect our securities could be quoted on the Over-The-Counter Bulletin Board or the “pink sheets.” If this were to occur, there could be material adverse consequences, including:;

● a ~~limited~~determination ~~availability~~that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of ~~market~~trading ~~quotations~~activity in the secondary trading market for our securities;

● ~~reduced~~a ~~liquidity~~limited ~~for~~amount ~~our~~of, ~~securities~~or no, news and analyst coverage; and

● a ~~determination~~decreased ~~that~~ability ~~our common stock is a “penny stock” which will require brokers trading in our common stock~~ to ~~adhere~~issue toadditional ~~more~~securities ~~stringent~~or ~~rules~~obtain ~~and~~additional ~~possibly~~financing ~~result~~ in ~~a reduced level of trading activity in~~ the ~~secondary trading market for our securities;~~future.

●The National Securities Markets Improvement Act of 1996, which is a ~~limited~~federal ~~amount~~statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units, Class A common stock and warrants are listed on NASDAQ, our units, Class A common stock and warrants are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent activity, then the states can regulate or nobar the sale of covered securities in a particular case. While we are not aware of a state, other ~~news~~than the state of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and ~~analyst~~might ~~coverage;~~use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

●Purchases aof ~~decreased~~Class ~~ability~~A tocommon ~~issue~~stock ~~additional~~in ~~securities~~the open market or ~~obtain~~in ~~additional~~privately ~~financing~~negotiated intransactions ~~the~~by ~~future~~our sponsor, directors, officers or their affiliates may make it difficult for us to continue to list our common stock on NASDAQ or another national securities exchange.

~~The~~If ~~National~~our ~~Securities~~sponsor, ~~Markets~~directors, ~~Improvement~~officers ~~Act~~or oftheir ~~1996,~~affiliates ~~which~~purchase isshares aof ~~federal~~our ~~statute,~~Class ~~prevents~~A orcommon ~~preempts~~stock in the ~~states~~open ~~from~~market ~~regulating~~or ~~the~~in ~~sale~~privately ofnegotiated ~~certain securities~~transactions, ~~which~~it ~~are~~would ~~referred~~reduce tothe aspublic “~~covered securities.~~float” ~~Because~~of our ~~units,~~ Class A common stock and ~~warrants~~the ~~are~~number ~~listed~~of onbeneficial ~~NASDAQ,~~holders of our ~~units, Class A~~ common stock, ~~and~~which may ~~warrants~~make ~~are~~it ~~covered~~difficult ~~securities.~~to ~~Although~~maintain the ~~states~~listing ~~are~~or ~~preempted~~trading ~~from regulating the sale~~ of our ~~securities, the~~common ~~federal~~stock ~~statute~~on ~~does allow the states to investigate companies if there is~~ a ~~suspicion~~national ofsecurities ~~fraud~~exchange ~~and,~~ if ~~there~~we isdetermine ato ~~finding of fraudulent~~apply ~~activity,~~for ~~then~~such ~~the~~listing ~~states~~in ~~can~~connection ~~regulate~~with ~~or bar~~ the ~~sale~~business ~~of covered securities in a particular case~~combination. ~~While~~If ~~we are not aware of a state, other than~~ the ~~state~~number of ~~Idaho,~~our ~~having~~public ~~used~~holders ~~these~~falls ~~powers~~below to400 ~~prohibit~~ or ~~restrict~~if the ~~sale~~total number of ~~securities~~shares ~~issued~~held by ~~blank~~non-affiliates ~~check~~is ~~companies, certain~~less ~~state~~than ~~securities~~750,000, ~~regulators~~we ~~view~~will ~~blank~~be ~~check~~non-compliant ~~companies~~with ~~unfavorably~~NASDAQ’s ~~and~~continued ~~might~~listing ~~use~~rules ~~these~~and ~~powers,~~our ~~or threaten to use these powers,~~common tostock ~~hinder~~could ~~the~~be ~~sale of securities of blank check companies in their states~~de-listed. ~~Further,~~If ifour wecommon stock were ~~no longer~~ de-listed ~~on NASDAQ~~, ~~our securities would not be covered securities and~~ we ~~would~~could beface ~~subject~~the tomaterial ~~regulation~~consequences inset ~~each~~forth ~~state~~ in ~~which~~the weimmediately ~~offer~~preceding risk ~~our securities~~factor.

~~Purchases~~We ofmay ~~Class~~issue Aadditional common ~~stock~~or ~~in the~~preferred ~~open~~shares ~~market~~to orcomplete inour ~~privately~~initial ~~negotiated~~business ~~transactions~~combination byor ~~our~~under ~~sponsor,~~an ~~directors,~~employee ~~officers~~incentive orplan ~~their~~after ~~affiliates~~consummation ~~may~~of ~~make~~our itinitial ~~difficult~~business ~~for~~combination, uswhich towould ~~continue~~dilute tothe ~~list~~interest of our ~~common~~stockholders ~~stock~~and onlikely ~~NASDAQ~~present orother ~~another national securities exchange~~risks.

IfOur ~~our~~amended ~~sponsor,~~and ~~directors,~~restated certificate ~~officers~~of orincorporation ~~their~~authorizes ~~affiliates~~the ~~purchase~~issuance of up to 90,000,000 shares of ~~our~~ Class A common stock, inpar ~~the~~value ~~open~~$0.0001 ~~market~~per orshare, inand ~~privately negotiated transactions~~20, it000,000 ~~would~~shares ~~reduce the public “float”~~ of ~~our~~ Class AB common stock, ~~and~~par ~~the~~value ~~number~~$0.0001 ofper ~~beneficial~~share ~~holders~~and 1,000,000 shares of ~~our~~undesignated ~~common~~preferred stock, ~~which may~~par ~~make~~value it$0.0001 ~~difficult~~per share. toThere ~~maintain~~are ~~the~~currently ~~listing~~26,956,875 orand ~~trading~~5,990,417 ofauthorized ~~our~~but ~~common~~unissued ~~stock~~shares onof aClass ~~national~~A ~~securities~~and ~~exchange~~Class ifB wecommon ~~determine~~stock, ~~to apply~~respectively, available for ~~such~~issuance, ~~listing~~which inamount ~~connection~~takes ~~with~~into ~~the~~account ~~business~~shares ~~combination.~~reserved Iffor ~~the~~issuance ~~number~~upon exercise of ~~our~~outstanding ~~public~~warrants ~~holders~~but ~~falls~~not ~~below 400 or if~~ upon the ~~total~~conversion ~~number~~ of ~~shares~~the ~~held~~Class byB ~~non-affiliates~~common isstock. ~~less~~Shares ~~than~~of ~~750,000,~~Class weB ~~will~~common bestock ~~non-compliant~~are ~~with~~automatically ~~NASDAQ’s~~convertible ~~continued~~into ~~listing~~shares ~~rules~~of ~~and~~ our Class A common stock ~~could~~at bethe ~~de-listed.~~time Ifof our ~~common~~initial ~~stock~~business ~~were de-listed~~combination, weinitially ~~could~~at ~~face~~a ~~the~~one-for-one ~~material~~ratio ~~consequences~~but ~~set~~subject ~~forth~~to inadjustment. ~~the~~There ~~immediately~~are ~~preceding~~no shares ~~risk~~of ~~factor~~preferred stock currently issued and outstanding.

We may issue additional common or preferred shares to complete our initial business combination or under an employee incentive plan after consummation of our initial business combination, which would dilute the interest of our stockholders and likely present other risks.34

~~Our~~We ~~amended~~may ~~and~~issue ~~restated~~a ~~certificate~~substantial number of ~~incorporation~~additional ~~authorizes~~shares ~~the~~of ~~issuance~~common ofstock, upand tomay ~~90,000,000~~issue shares of ~~Class~~preferred ~~A common~~ stock, ~~par~~in ~~value~~order ~~$0.0001~~to ~~per~~complete ~~share,~~our ~~and~~initial ~~20,000,000~~business combination ~~shares~~or ofunder ~~Class~~an Bemployee ~~common~~incentive ~~stock,~~plan ~~par~~after ~~value~~completion ~~$0.0001~~of ~~per~~our ~~share~~initial ~~and~~business ~~1,000,000~~combination ~~shares~~(although our amended and restated certificate of ~~undesignated~~incorporation ~~preferred~~provides ~~stock,~~that ~~par~~we ~~value~~may ~~$0.0001~~not ~~per share.~~issue ~~There~~additional ~~are~~securities ~~currently~~that ~~26,956,875~~can ~~and~~vote 5with common stockholders on matters related to our pre-initial business combination activity,~~990,417~~ ~~authorized~~on ~~but~~any ~~unissued~~amendment ~~shares~~to certain provisions of ~~Class~~our Aamended and ~~Class~~restated Bcertificate ~~common~~of ~~stock, respectively,~~incorporation ~~available~~or ~~for~~on ~~issuance,~~our ~~which~~initial ~~amount~~business ~~takes~~combination ~~into~~or ~~account~~that ~~shares~~would ~~reserved~~entitle ~~for~~holders ~~issuance~~thereof ~~upon~~to ~~exercise~~receive offunds ~~outstanding~~from ~~warrants~~the ~~but~~trust ~~not~~account). ~~upon the~~We ~~conversion~~may ofalso ~~the~~issue shares of Class BA common stock. ~~Shares~~upon conversion of the Class B common stock ~~are~~at ~~automatically~~a ~~convertible~~ratio ~~into~~greater ~~shares~~than one-to-one at the time of our ~~Class~~initial business Acombination ~~common stock~~as ata result of the ~~time~~applicable anti-dilution provisions. However, our amended and restated certificate of incorporation provides, among other things, that prior to our initial business combination, ~~initially~~we atmay anot ~~one-for-one~~issue ~~ratio~~additional ~~but~~shares ~~subject~~of capital stock that would entitle the holders thereof to ~~adjustment.~~(1) ~~There~~receive ~~are~~funds nofrom ~~shares of~~the ~~preferred~~trust ~~stock~~account ~~currently~~or ~~issued~~(2) ~~and~~vote ~~outstanding~~on any initial business combination.

34The issuance of additional shares of common or preferred stock:

We● may ~~issue~~significantly adilute ~~substantial number~~the ofequity ~~additional~~interest ~~shares~~ of ~~common~~investors ~~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 (although our amended and restated certificate of incorporation provides that we may not issue additional securities that can vote with common stockholders on matters related to our pre-initial business combination activity, on any amendment to certain provisions of our amended and restated certificate of incorporation or on our initial business combination or that would entitle holders thereof to receive funds from the ~~trust account). We may also issue shares of Class A common stock upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our~~ initial ~~business~~ ~~combination~~public as a result of the applicable anti-dilution provisions. However, our amended and restated certificate of incorporation provides, among other things, that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote on any initial business combination.offering;

~~The~~● ~~issuance~~may subordinate the rights of ~~additional shares~~holders of common orstock if preferred stock: is issued with rights senior to those afforded our common stock;

● ~~may~~could ~~significantly~~cause ~~dilute~~a ~~the~~change ~~equity~~in ~~interest~~control if a substantial number of ~~investors~~shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the ~~initial~~resignation ~~public~~or ~~offering~~removal of our present officers and directors; and

● may ~~subordinate~~adversely ~~the~~affect ~~rights~~prevailing ofmarket ~~holders~~prices offor ~~common~~our ~~stock~~units, ifcommon ~~preferred~~ stock isand/or ~~issued with rights senior to those afforded our common stock;~~warrants.

● could cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and35

●If ~~may~~you ~~adversely~~exercise ~~affect~~your ~~prevailing~~public ~~market~~warrants ~~prices~~on a ~~for~~“cashless ~~our units~~basis,” you will receive fewer shares of Class A common stock ~~and/or~~from such exercise than if you were to exercise such warrants for cash.

35There are circumstances in which the exercise of the public warrants may be required or permitted to be made on a cashless basis. First, if a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrantholders may, until such time as there is an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Second, if our Class A common stock is at any time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Third, if we call the public warrants for redemption, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (as defined in the next sentence) by (y) the fair market value. The “fair market value” is the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.

IfThe ~~you~~grant ~~exercise~~of ~~your~~registration ~~public~~rights ~~warrants~~to onour ainitial ~~“cashless~~stockholders ~~basis,”~~and ~~you~~purchasers ~~will~~of ~~receive~~placement ~~fewer~~units ~~shares~~may ofmake ~~Class~~it Amore ~~common~~difficult ~~stock~~to ~~from~~complete ~~such~~our ~~exercise~~initial ~~than~~business ifcombination, ~~you~~and ~~were~~the future to exercise of such ~~warrants~~rights ~~for~~may ~~cash~~reduce the market price of our Class A common stock.

~~There~~Pursuant ~~are circumstances in which the exercise of the public warrants may be required or permitted~~ to bean ~~made~~agreement onentered into aconcurrently ~~cashless~~with ~~basis. First, if a registration statement covering~~ the ~~shares~~issuance ofand ~~Class~~sale ~~A common stock issuable upon exercise~~ of the ~~warrants~~securities isin ~~not effective by~~ the ~~60th~~initial ~~business~~public ~~day~~offering, ~~after the closing of~~ our initial ~~business~~stockholders ~~combination,~~and ~~warrantholders~~their ~~may, until such time as there is an effective registration statement, exercise~~permitted ~~warrants~~transferees onand apurchasers ~~cashless~~of ~~basis~~placement inunits ~~accordance~~can ~~with~~demand ~~Section~~that ~~3(a)(9)~~we ofregister the ~~Securities~~founder ~~Act~~shares, orplacement ~~another~~shares, ~~exemption.~~placement ~~Second,~~warrants ifand the ~~our~~shares of Class A common stock isissuable atupon ~~any time of any~~ exercise of ~~a warrant not listed on a national securities exchange such that it satisfies~~ the ~~definition~~placement ~~of a~~warrants. ~~“covered~~This ~~security”~~would ~~under~~include ~~Section 18(b)(1) of~~ the ~~Securities Act~~14, ~~we may~~009,583 atfounder ~~our option~~shares, ~~require holders of public warrants~~ ~~who~~1,778,750 ~~exercise~~placement ~~their~~shares ~~warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act~~ and 889,375 inplacement ~~the~~warrants. ~~event~~These ~~we so~~registration ~~elect,~~rights we will ~~not~~ be ~~required~~exercisable toat ~~file~~any ortime ~~maintain~~commencing inupon ~~effect a registration statement, and in~~ the ~~event we do not so elect, we will~~ ~~use~~date ~~our~~that ~~best~~such ~~efforts~~shares toare ~~register~~released orfrom ~~qualify~~transfer ~~the~~restrictions. ~~shares~~We ~~under~~will ~~applicable~~also ~~blue~~grant ~~sky~~registration ~~laws~~rights to ~~the~~our ~~extent~~sponsor anor ~~exemption~~one isof ~~not~~its ~~available. Third,~~affiliates ifin weconnection ~~call~~with the ~~public~~issuance of warrants ~~for~~included ~~redemption,~~in ~~our~~the ~~management~~units ~~will~~that ~~have~~may ~~the~~be ~~option~~issued toupon ~~require~~conversion ~~all~~of ~~holders~~working ~~that~~capital ~~wish~~loans. toWe ~~exercise warrants~~will tobear dothe socost onof aregistering ~~cashless~~these ~~basis~~securities. InThe ~~the~~registration ~~event~~and availability of ansuch ~~exercise on~~ a ~~cashless~~significant ~~basis,~~number aof ~~holder~~securities ~~would~~for ~~pay~~trading in the ~~warrant~~public ~~exercise~~market ~~price~~may byreduce ~~surrendering~~ the ~~warrants~~market ~~for~~price ~~that number~~ of ~~shares~~our of Class A common stock. ~~equal~~In toaddition, the ~~quotient~~existence ~~obtained~~of ~~by dividing (x)~~ the ~~product~~registration ofrights ~~the number~~may ofmake ~~shares~~our ofinitial ~~Class~~business Acombination ~~common~~more ~~stock~~costly ~~underlying~~or ~~the~~difficult ~~warrants,~~to ~~multiplied~~conclude bybecause the ~~difference~~stockholders ~~between~~of the ~~exercise~~target ~~price~~business ofmay ~~the warrants and~~increase the ~~“fair~~equity ~~market~~stake ~~value”~~they ~~(as~~seek ~~defined~~ in the ~~next~~combined ~~sentence)~~entity byor ~~(y)~~ask ~~the~~for ~~fair~~more ~~market~~cash ~~value.~~consideration ~~The~~to ~~“fair~~offset ~~market value” is~~ the ~~average~~negative ~~reported~~impact ~~last~~on ~~sale~~the ~~price~~market price of ~~the~~our Class A common stock ~~for~~that ~~the~~is 10expected ~~trading~~when ~~days ending on~~ the ~~third~~securities ~~trading~~owned ~~day prior to the date on which the notice of exercise is received~~ by ~~the~~our ~~warrant~~initial ~~agent~~stockholders or ontheir ~~which~~permitted ~~the~~transferees ~~notice of redemption is sent to the holders of warrants,~~are ~~as applicable~~registered. ~~As a result, you would receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.~~

~~The~~We ~~grant~~may ofamend ~~registration~~the ~~rights~~terms toof ~~our initial~~the ~~stockholders~~warrants ~~and~~in a ~~purchasers~~manner ofthat ~~placement units~~ may ~~make~~be itadverse ~~more difficult~~ to ~~complete~~holders ~~our~~with ~~initial~~the ~~business~~approval ~~combination,~~by ~~and~~ the ~~future~~ ~~exercise~~holders of ~~such~~at ~~rights~~least ~~may~~50% ~~reduce~~of the ~~market~~then ~~price~~outstanding ofpublic ~~our Class A common stock~~warrants.

~~Pursuant~~Our towarrants anwere ~~agreement~~issued ~~entered~~in ~~into~~registered ~~concurrently~~form ~~with~~under ~~the~~a ~~issuance~~warrant ~~and~~agreement ~~sale~~between ofContinental ~~the~~Stock ~~securities~~Transfer & inTrust ~~the~~Company, ~~initial~~as ~~public~~warrant ~~offering~~agent, ~~our initial stockholders~~ and ~~their~~us. ~~permitted~~The warrant ~~transferees~~agreement ~~and~~provides ~~purchasers of placement units can demand~~ that ~~we register~~ the ~~founder~~terms ~~shares,~~of ~~placement~~the ~~shares, placement~~ warrants ~~and the~~may ~~shares~~be ofamended ~~Class~~without Athe ~~common~~consent ~~stock issuable upon exercise~~ of ~~the~~any ~~placement~~holder ~~warrants.~~to ~~This~~cure ~~would~~any ~~include~~ambiguity ~~the~~or ~~14,009,583~~correct ~~founder shares,~~any ~~1,778,750~~defective ~~placement shares and 889~~provision,~~375~~ ~~placement~~but ~~warrants.~~requires ~~These~~the ~~registration~~approval ~~rights~~by ~~will~~the beholders ~~exercisable~~of at ~~any~~least ~~time~~50% ~~commencing~~of ~~upon~~ the ~~date~~ ~~that~~then ~~such~~outstanding ~~shares~~public ~~are~~warrants ~~released~~to ~~from~~make ~~transfer~~any ~~restrictions.~~change that Weadversely ~~will~~affects ~~also~~the ~~grant~~interests ~~registration~~of ~~rights~~the toregistered ~~our~~holders ~~sponsor~~of orpublic ~~one~~warrants. ofAccordingly, ~~its~~we ~~affiliates in~~may ~~connection~~amend ~~with~~ the ~~issuance~~terms of ~~warrants~~the ~~included~~public warrants in ~~the~~a ~~units~~manner ~~that~~adverse ~~may~~to bea ~~issued~~holder ~~upon~~if ~~conversion~~holders of ~~working~~at ~~capital~~least ~~loans.~~50% Weof ~~will bear~~ the ~~cost~~then ofoutstanding ~~registering~~public ~~these~~warrants ~~securities.~~approve ~~The registration and availability~~ of such aamendment. ~~significant~~Although our ~~number~~ability ofto ~~securities~~amend ~~for~~the ~~trading in~~terms of the public ~~market~~warrants ~~may~~with ~~reduce~~ the ~~market~~consent ~~price~~ of ~~our~~at ~~Class~~least A50% ~~common~~of ~~stock. In addition,~~ the ~~existence~~then ofoutstanding ~~the~~public ~~registration~~warrants ~~rights~~is ~~may~~unlimited, ~~make~~examples ~~our~~of ~~initial~~such ~~business~~amendments ~~combination~~could ~~more~~be ~~costly~~amendments orto, ~~difficult~~among toother ~~conclude~~things, ~~because~~increase the ~~stockholders~~exercise price of the ~~target~~warrants, ~~business~~convert ~~may~~the ~~increase~~warrants ~~the~~into ~~equity~~cash ~~stake~~or ~~they~~stock, ~~seek~~shorten in the ~~combined~~exercise ~~entity~~period or ~~ask~~decrease ~~for more cash consideration to offset~~ the ~~negative~~number ~~impact~~of onshares ~~the market price~~ of our Class A common stock ~~that~~purchasable isupon ~~expected~~exercise of ~~when~~a ~~the securities owned by our initial stockholders or their permitted transferees are registered~~warrant.

We may ~~amend~~redeem ~~the~~your ~~terms~~unexpired ~~of the~~ warrants inprior ~~a manner that may be adverse~~ to ~~holders~~their ~~with~~exercise ~~the~~at ~~approval~~a bytime ~~the~~that ~~holders~~is ofdisadvantageous atto ~~least~~you, ~~50%~~thereby ofmaking ~~the~~your ~~then outstanding public~~ warrants worthless.

~~Our~~We ~~warrants~~have ~~were~~the ~~issued~~ability into redeem ~~registered~~outstanding ~~form~~warrants ~~under~~at aany ~~warrant~~time ~~agreement~~after ~~between~~they ~~Continental~~become ~~Stock~~exercisable ~~Transfer &~~and ~~Trust~~prior ~~Company,~~to astheir ~~warrant agent~~expiration, ~~and~~at us$0.01 ~~The~~per warrant ~~agreement~~, ~~provides~~provided that the last ~~terms~~reported ofsales price (or the ~~warrants~~closing ~~may~~bid beprice ~~amended~~of ~~without~~our Class A common stock in the ~~consent~~event the shares of ~~any~~our ~~holder~~Class toA ~~cure~~common stock are not traded on any ~~ambiguity~~specific trading day) of the Class A common stock equals or ~~correct~~exceeds ~~any~~$18.00 per share (as adjusted for stock splits, ~~defective~~stock ~~provision~~dividends, ~~but~~reorganizations ~~requires~~and the ~~approval~~like) byfor ~~the~~any ~~holders~~20 oftrading atdays ~~least~~within ~~50%~~a of30 ~~the~~trading-day ~~then~~period ~~outstanding~~ending ~~public~~on ~~warrants~~the third trading day prior to ~~make~~the ~~any~~date ~~change that~~we ~~adversely~~send ~~affects~~proper notice of such redemption, provided that on the ~~interests~~date we give notice of redemption and during the ~~registered~~entire period ~~holders~~thereafter ofuntil ~~public~~the ~~warrants.~~time ~~Accordingly~~we redeem the warrants, we ~~may~~have ~~amend~~an effective registration statement under the ~~terms~~Securities ofAct covering the ~~public~~shares of Class A common stock issuable upon exercise of the warrants in and a ~~manner~~current ~~adverse~~prospectus relating to athem ~~holder~~is available. If and when the warrants become redeemable by us, we may exercise our redemption right even if ~~holders~~we ofare atunable ~~least~~to ~~50%~~register ofor qualify the ~~then~~underlying securities ~~outstanding~~for ~~public~~sale ~~warrants~~under ~~approve~~all ofapplicable ~~such~~state ~~amendment~~securities laws. ~~Although~~As a result, we may redeem the warrants as set forth above even if the ~~our~~holders ~~ability~~are otherwise unable to ~~amend~~exercise the ~~terms~~warrants. Redemption of the ~~public~~outstanding warrants ~~with~~could ~~the~~force ~~consent~~you: of(i) atto ~~least~~exercise ~~50%~~your ofwarrants and pay the ~~then~~exercise ~~outstanding~~price ~~public~~therefor ~~warrants~~at isa ~~unlimited, examples~~time ofwhen ~~such~~it ~~amendments~~may ~~could~~ be ~~amendments~~disadvantageous for you to do so, ~~among~~(ii) ~~other~~to ~~things,~~sell ~~increase~~your warrants at the ~~exercise~~then-current market price ofwhen ~~the~~you might otherwise wish to hold your warrants, ~~convert~~or (iii) to accept the ~~warrants into~~nominal ~~cash~~redemption orprice ~~stock~~which, ~~shorten~~at the ~~exercise~~time ~~period~~the outstanding orwarrants ~~decrease~~are ~~the~~called ~~number~~for ofredemption, ~~shares~~is oflikely ~~our~~to ~~Class~~be Asubstantially ~~common~~less ~~stock~~than ~~purchasable~~the ~~upon~~market ~~exercise~~ value of ayour ~~warrant~~warrants.

~~We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.~~36

WeOur ~~have the ability to redeem outstanding~~ warrants ~~at any time after they become exercisable~~ and ~~prior~~founder toshares ~~their~~may ~~expiration, at $0.01 per warrant, provided that the~~have ~~last~~an ~~reported~~adverse ~~sales~~effect ~~price~~on ~~(or~~ the ~~closing~~market ~~bid~~ price of our Class A common stock in the event the shares of our Class A common stock are not traded on any specific trading day) of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and ~~the~~make ~~like)~~it ~~for~~more ~~any~~difficult ~~20 trading days within a 30 trading-day period ending on the third trading day prior~~ to ~~the~~effectuate date we send proper notice of such redemption, provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a ~~current~~business ~~prospectus relating to them is available~~combination. 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 could force you: (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

36In the initial public offering, we issued warrants to purchase 20,125,000 shares of our Class A common stock as part of the public units. In addition, on the closing date of the initial public offering, we sold 1,778,750 placement units to our sponsor, with each unit consisting of one placement share and one-half of one placement warrant, each whole warrant exercisable to purchase one share of Class A common stock. Prior to the initial public offering, we issued an aggregate of 14,009,583 founder shares in a private placement. The founder shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment. In addition, if our sponsor or one of its affiliates makes any working capital loans, such loans may be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical to the placement units.

~~Our~~To the extent we issue shares of Class A common stock to effect a business combination, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants and ~~founder~~conversion ~~shares~~rights ~~may~~could ~~have~~make anus ~~adverse~~a ~~effect~~less onattractive acquisition vehicle to a target business. Any such issuance will increase the ~~market~~number ~~price~~of issued and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock issued to complete the business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

~~In the~~The ~~initial~~placement ~~public~~warrants ~~offering,~~are identical weto ~~issued~~the warrants tosold ~~purchase 20,125,000 shares of our Class A common stock~~ as part of the ~~public~~ units~~. In~~ ~~addition,~~in on the ~~closing date of the~~ initial public offering, weexcept ~~sold 1~~that,~~778,750~~ ~~placement~~so ~~units~~long toas ~~our~~they ~~sponsor,~~are ~~with~~held ~~each~~by ~~unit~~the ~~consisting~~initial ofpurchasers ~~one~~or ~~placement~~their ~~share~~permitted ~~and one-half of one placement warrant~~transferees, ~~each~~(i) ~~whole~~they ~~warrant~~may ~~exercisable~~not to(including ~~purchase~~the ~~one share of~~ Class A common stock. ~~Prior~~issuable toupon ~~the~~exercise ~~initial public offering, we issued an aggregate~~ of ~~14,009,583~~these ~~founder shares in a private placement. The founder shares are convertible into shares of Class A common stock on a one-for-one basis~~warrants), subject to ~~adjustment.~~certain Inlimited ~~addition~~exceptions, ifbe ~~our sponsor or one of its affiliates makes any working capital loans~~transferred, ~~such~~assigned ~~loans~~or ~~may~~sold beuntil ~~converted~~30 ~~into~~days ~~units,~~after at the ~~price~~completion of ~~$10.00~~our ~~per~~initial ~~unit~~business atcombination, ~~the~~and ~~option~~(ii) ofthey ~~the~~will ~~lender. Such units would~~ be ~~identical~~entitled to ~~the~~registration ~~placement units~~rights.

~~To the~~Because ~~extent~~each weunit ~~issue~~contains ~~shares~~one-half of ~~Class A common stock to effect a business combination, the potential for the issuance of a substantial~~one ~~number~~warrant ~~of additional shares of Class A common stock upon exercise of these warrants~~ and ~~conversion~~only ~~rights could make us~~ a ~~less~~whole ~~attractive acquisition~~warrant ~~vehicle~~may tobe aexercised, ~~target business. Any such issuance will increase~~ the ~~number~~units of issued and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock issued to complete the business combination. Therefore, our warrants and founder shares may ~~make~~be itworth ~~more~~less ~~difficult~~than tounits ~~effectuate a business combination or increase the cost~~ of ~~acquiring~~other ~~the~~blank ~~target~~check ~~business~~companies.

~~The~~Each unit contains one-half ~~placement~~of ~~warrants~~one ~~are~~warrant. ~~identical~~Because, pursuant to the warrant agreement, the warrants ~~sold~~may asonly ~~part~~be exercised for a whole number of ~~the~~shares, ~~units~~only ina ~~the~~whole warrant ~~initial~~may ~~public~~be ~~offering~~exercised ~~except~~at ~~that,~~any sogiven ~~long~~time. asThis ~~they~~is different from other blank check companies similar to ours whose units include one ~~are~~share ~~held~~of bycommon ~~the~~stock ~~initial~~and ~~purchasers~~one orwarrant ~~their~~to ~~permitted~~purchase ~~transferees,~~one ~~(i)~~whole ~~they~~share. ~~may~~We ~~not~~established ~~(including~~the components of the ~~Class~~units Ain ~~common~~this ~~stock~~way ~~issuable~~in ~~upon~~order to ~~exercise~~reduce the dilutive effect of ~~these~~the warrants), ~~subject~~upon tocompletion ~~certain~~of ~~limited~~a ~~exceptions,~~business becombination ~~transferred,~~since ~~assigned~~the orwarrants ~~sold~~will ~~until~~be 30exercisable ~~days~~in ~~after~~ the ~~completion~~aggregate for one-half of ~~our~~the ~~initial~~number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Nevertheless, ~~and~~this ~~(ii)~~unit ~~they~~structure ~~will~~may cause our units to be ~~entitled~~worth less than if they included a warrant to ~~registration~~purchase ~~rights~~one whole share.

~~Because each~~A ~~unit~~provision ~~contains one-half~~ of ~~one~~our warrant ~~and~~agreement ~~only a whole warrant~~ may make beit ~~exercised,~~more ~~the~~difficult ~~units~~for ~~may~~us beto ~~worth~~consummate ~~less~~an ~~than~~initial ~~units~~business ~~of other blank check companies~~combination.

~~Each~~Unlike many blank check companies, ~~unit~~if ~~contains~~(x) we ~~one~~issue additional shares of Class A common stock or equity-~~half~~linked securities for capital raising purposes in connection with the closing of ~~one~~our ~~warrant~~initial business combination at an issue price or effective issue price of less than $9.20 ~~Because,~~per ~~pursuant~~share to(with ~~the~~such issue ~~warrant~~price ~~agreement,~~or ~~the~~effective ~~warrants~~issue ~~may~~price ~~only~~to be ~~exercised~~determined ~~for~~in agood ~~whole~~faith ~~number~~ by us and in the case of ~~shares,~~any ~~only~~such aissuance ~~whole~~to ~~warrant~~our ~~may~~sponsor beor ~~exercised~~its ataffiliates, without taking into account any ~~given~~founder ~~time.~~shares ~~This~~held isby ~~different~~our ~~from~~initial ~~other~~stockholders ~~blank~~or ~~check~~such ~~companies~~affiliates, ~~similar~~as applicable, prior to ~~ours~~such issuance) ~~whose~~(the ~~units~~“Newly ~~include~~Issued ~~one~~Price”), ~~share~~(y) the aggregate gross proceeds from such issuances represent more than 60% of ~~common~~the total ~~stock~~equity proceeds, and ~~one~~interest ~~warrant~~thereon, toavailable ~~purchase~~for ~~one~~the ~~whole~~funding ~~share.~~of Weour ~~established~~initial business combination on the ~~components~~date of the ~~units~~completion inof ~~this~~our ~~way~~initial inbusiness ~~order~~combination to(net ~~reduce~~of redemptions), and (z) the ~~dilutive~~volume-weighted average ~~effect~~trading price of our shares of Class A common stock during the ~~warrants~~20 ~~upon~~trading ~~completion~~day ofperiod astarting on the trading day prior to the day on which we complete our initial business combination ~~since~~(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted ~~exercisable~~(to in the ~~aggregate~~nearest ~~for~~cent) ~~one-half~~to be equal to 115% of the ~~number~~higher of ~~shares~~the ~~compared~~Market toValue ~~units~~and ~~that~~the ~~each~~Newly ~~contain~~Issued aPrice, ~~warrant~~and tothe ~~purchase~~$18.00 ~~one~~per ~~whole~~ share, redemption ~~thus~~trigger ~~making~~price ~~us,~~will webe ~~believe,~~adjusted a(to ~~more~~the ~~attractive~~nearest ~~business~~cent) ~~combination~~to ~~partner~~be ~~for~~equal ~~target~~to ~~businesses.~~180% ~~Nevertheless,~~of ~~this~~the ~~unit~~higher ~~structure may~~of ~~cause~~the ~~our~~Market ~~units~~Value toand bethe ~~worth~~Newly ~~less~~Issued Price. ~~than~~This ifmay ~~they~~make ~~included~~it amore ~~warrant~~difficult for us to ~~purchase~~consummate ~~one~~an ~~whole~~initial ~~share~~business combination with a target business.

~~A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.~~37

~~Unlike many~~Provisions ~~blank check companies, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes~~ in ~~connection with the closing of~~ our ~~initial~~amended ~~business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by us~~ and inrestated ~~the case of~~certificate any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of ~~the~~incorporation ~~total equity proceeds,~~ and ~~interest~~Delaware ~~thereon,~~law ~~available~~may ~~for~~inhibit ~~the~~a ~~funding~~takeover of ~~our initial business combination on the date of the completion of our initial business combination (net of redemptions)~~us, ~~and (z) 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 wecould ~~complete~~limit ~~our initial business combination (such price,~~ the ~~“Market Value”) is below $9.20 per share, the exercise~~ price ofinvestors ~~the~~might ~~warrants will~~ be ~~adjusted~~willing (to ~~the~~pay ~~nearest~~in ~~cent) to be equal to 115% of~~ the ~~higher of the Market~~future ~~Value~~for ~~and~~our ~~the~~common ~~Newly~~stock ~~Issued Price,~~ and ~~the~~could ~~$18.00~~entrench ~~per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price~~management. ~~This may make it more difficult for us to consummate an initial business combination with a target business.~~

37Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

~~Provisions in~~Our ~~our~~ amended and restated certificate of incorporation ~~and~~requires, ~~Delaware~~to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may ~~inhibit~~be abrought ~~takeover~~only in the Court of usChancery in the State of Delaware and, ~~which~~if ~~could~~brought ~~limit~~outside of Delaware, the ~~price~~stockholder ~~investors might~~bringing the suit will be ~~willing~~deemed to ~~pay~~have inconsented to service of process on such stockholder’s counsel, which may have the ~~future~~effect ~~for~~of ~~our~~discouraging ~~common~~lawsuits ~~stock~~against ~~and~~our ~~could~~directors, ~~entrench~~officers, ~~management~~other employees or stockholders.

Our amended and restated certificate of incorporation ~~contains~~requires, ~~provisions~~to ~~that~~the ~~may~~fullest ~~discourage~~extent ~~unsolicited~~permitted ~~takeover~~by ~~proposals~~law, that ~~stockholders may~~derivative ~~consider~~actions tobrought be in ~~their~~our ~~best~~name, ~~interests.~~actions ~~These~~against ~~provisions~~our ~~include~~directors, officers, aother ~~staggered~~employees ~~board~~or stockholders for breach of ~~directors~~fiduciary duty and other similar actions may be brought only in the ~~ability~~Court of Chancery in the ~~board~~State of ~~directors~~Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to ~~designate~~which the ~~terms~~Court of ~~and~~Chancery ~~issue~~in ~~new~~the ~~series~~State of ~~preferred~~Delaware ~~shares.~~determines that Wethere ~~are~~is ~~also~~an indispensable party not subject to ~~anti-takeover~~the ~~provisions~~jurisdiction ~~under~~of ~~Delaware~~the ~~law,~~Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which ~~could~~is ~~delay~~vested orin ~~prevent~~the exclusive jurisdiction of a ~~change~~court ofor ~~control.~~forum ~~Together~~other ~~these~~than ~~provisions~~the ~~may~~Court ~~make~~of Chancery, or (C) for which the ~~removal~~Court of ~~management~~Chancery ~~more~~does ~~difficult~~not ~~and~~have ~~may~~subject matter ~~discourage~~jurisdiction. ~~transactions~~Any ~~that~~person or entity purchasing or otherwise ~~could~~acquiring ~~involve~~any ~~payment~~interest in shares of aour ~~premium~~capital ~~over~~stock ~~prevailing~~shall ~~market~~be ~~prices~~deemed ~~for~~to have notice of and consented to the forum provisions in our ~~securities~~amended and restated certificate of incorporation.

~~Our amended~~This ~~and~~choice ~~restated~~of ~~certificate~~forum ofprovision may ~~incorporation~~limit ~~requires,~~a stockholder’s ability to ~~the~~bring ~~fullest~~a ~~extent~~claim ~~permitted~~in bya ~~law,~~judicial forum that ~~derivative~~it ~~actions~~finds ~~brought~~favorable ~~in our~~for ~~name,~~disputes ~~actions~~with ~~against~~us ~~our~~or any of our directors, officers, other employees or stockholders, ~~for~~which ~~breach~~may ofdiscourage ~~fiduciary~~lawsuits ~~duty~~with ~~and~~respect ~~other~~to ~~similar~~such ~~actions may~~claims. beAlternatively, ~~brought~~if ~~only~~a incourt were to find the ~~Court~~choice of ~~Chancery~~forum inprovision ~~the~~contained ~~State~~in ofour ~~Delaware~~amended and, ifrestated ~~brought~~certificate ~~outside~~ of ~~Delaware,~~incorporation ~~the~~to ~~stockholder~~be ~~bringing~~inapplicable ~~the~~or unenforceable ~~suit~~in ~~will~~an beaction, ~~deemed~~we tomay ~~have~~incur ~~consented~~additional tocosts ~~service~~associated ofwith ~~process~~resolving on such ~~stockholder’s~~action ~~counsel~~in other jurisdictions, which ~~may~~could ~~have~~harm ~~the effect of discouraging lawsuits against~~ our ~~directors~~business, operating ~~officers,~~results ~~other~~and ~~employees~~financial ~~or stockholders~~condition.

Our amended and restated certificate of incorporation ~~requires,~~provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, ~~that derivative actions brought in~~subject ~~our~~to ~~name,~~certain ~~actions~~exceptions. ~~against~~Section ~~our~~27 ~~directors,~~of ~~officers,~~the ~~other~~Exchange ~~employees~~Act orcreates ~~stockholders~~exclusive ~~for~~federal ~~breach~~jurisdiction ofover ~~fiduciary~~all ~~duty~~suits ~~and~~brought ~~other~~to ~~similar~~enforce ~~actions~~any duty ~~may~~or beliability ~~brought~~created ~~only~~by in the ~~Court~~Exchange ofAct ~~Chancery~~or in the ~~State~~rules ~~of Delaware~~ and, ifregulations ~~brought~~thereunder. ~~outside~~As ofa ~~Delaware~~result, the ~~stockholder~~exclusive ~~bringing~~forum ~~the suit~~provision will benot apply ~~deemed~~ to ~~have~~suits ~~consented~~brought to ~~service~~enforce ofany ~~process~~duty onor ~~such~~liability ~~stockholder’s~~created ~~counsel~~by ~~except~~the ~~any~~Exchange ~~action~~Act ~~(A)~~or asany toother claim for which the federal courts have ~~Court~~exclusive ofjurisdiction. ~~Chancery~~In inaddition, ~~the~~our ~~State~~amended ofand ~~Delaware~~restated ~~determines~~certificate ~~that~~of ~~there~~incorporation isprovides anthat, ~~indispensable~~unless ~~party~~we ~~not~~consent ~~subject~~in writing to the ~~jurisdiction~~selection of ~~the~~an ~~Court of~~alternative ~~Chancery~~forum, ~~(and~~ the ~~indispensable~~federal ~~party~~district ~~does~~courts ~~not~~of ~~consent to~~ the ~~personal~~United ~~jurisdiction~~States of ~~the~~America ~~Court~~shall, ofto ~~Chancery~~the ~~within~~fullest ~~ten~~extent ~~days following~~permitted ~~such~~by ~~determination)~~law, ~~(B)~~be ~~which~~the isexclusive ~~vested~~forum infor the ~~exclusive~~resolution ~~jurisdiction~~ of any complaint asserting a ~~court~~cause orof ~~forum~~action ~~other~~arising ~~than~~under the ~~Court~~Securities ofAct ~~Chancery,~~ or ~~(C) for~~the ~~which~~rules ~~the~~and ~~Court~~regulations ofpromulgated ~~Chancery~~thereunder. ~~does~~We ~~not~~note, ~~have~~however, ~~subject~~that ~~matter~~there ~~jurisdiction.~~is ~~Any~~uncertainty ~~person~~as orto ~~entity~~whether ~~purchasing~~a orcourt ~~otherwise~~would ~~acquiring~~enforce ~~any~~this ~~interest~~provision inand ~~shares~~that ofinvestors ~~our~~cannot ~~capital~~waive ~~stock~~compliance ~~shall~~with bethe ~~deemed~~federal tosecurities ~~have~~laws ~~notice of~~ and ~~consented to~~ the ~~forum~~rules ~~provisions in our amended~~ and ~~restated~~regulations ~~certificate of incorporation~~thereunder.

~~This choice~~General ofRisk forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.Factors

~~Our amended~~We ~~and~~are ~~restated~~an ~~certificate~~early ofstage ~~incorporation~~company ~~provides~~with ~~that~~no ~~the exclusive forum provision will be applicable to the fullest extent~~operating ~~permitted~~history by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and ~~regulations~~no ~~thereunder.~~revenue As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, our amended and ~~restated certificate of incorporation provides that~~, ~~unless we consent in writing to the selection of an alternative forum~~accordingly, ~~the~~you ~~federal~~have ~~district~~no ~~courts~~basis ofon ~~the~~which ~~United States of America shall,~~ to ~~the~~evaluate ~~fullest~~our ~~extent~~ability permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. We note, however, that there is uncertainty as to ~~whether~~achieve aour ~~court~~business ~~would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder~~objective.

~~General~~We are an early stage company ~~Risk~~with ~~Factors~~no operating history and no revenue. We will not commence operations until we consummate our initial business combination. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of acquiring one or more operating businesses in the financial technology industry. We may be unable to complete a business combination. If we fail to complete a business combination, we will never generate any operating revenues.

~~We are an early stage company with no operating history and no revenue and, accordingly, you have no basis on which to evaluate our ability to achieve our business objective.~~38

~~We are~~Changes anin ~~early~~laws ~~stage~~or ~~company~~regulations ~~with~~or nohow ~~operating history and no revenue. We will not commence operations until we consummate our initial~~such ~~business~~laws ~~combination.~~or ~~Because~~regulations weare ~~lack~~interpreted anor ~~operating history~~applied, ~~you~~or ~~have~~a nofailure ~~basis upon which~~ to ~~evaluate~~comply ~~our~~with ~~ability~~any tolaws ~~achieve our business objective of acquiring one~~ or ~~more~~regulations, ~~operating businesses in the financial technology industry. We~~ may beadversely ~~unable~~affect toour ~~complete a~~ business, ~~combination.~~including Ifour weability ~~fail~~ to negotiate and complete aour initial business combination, weand ~~will~~results ~~never~~of ~~generate any operating revenues~~operations.

~~Changes~~We are subject to laws and inregulations enacted by national, regional and local governments. We are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws orand regulations may be difficult, ortime 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 ~~any~~applicable laws ~~and~~or regulations, ~~may~~as ~~adversely~~interpreted and ~~affect~~applied, could have a material adverse effect on our business, ~~investments~~including our ability to negotiate and ~~results~~complete our initial business combination and results of operations.

~~We are~~On ~~subject~~March to30, ~~laws~~2022, ~~and~~the ~~regulations~~SEC issued ~~enacted~~proposed byrules ~~national~~relating to, ~~regional~~among ~~and~~other ~~local governments~~items, ~~including~~disclosures in ~~particular,~~business ~~reporting~~combination ~~and~~transactions ~~other requirements~~involving ~~under~~SPACs ~~the~~(defined ~~Exchange~~below) and ~~Act.~~private ~~Compliance~~operating ~~with,~~companies; ~~and~~the ~~monitoring~~financial ~~of,~~statement requirements applicable ~~laws~~to ~~and~~transactions ~~regulations~~involving ~~may~~shell becompanies; ~~difficult,~~the ~~time~~use ~~consuming~~of ~~and~~projections ~~costly.~~in ~~Those~~SEC ~~laws~~filings ~~and~~in ~~regulations~~connection ~~and~~with ~~their~~proposed ~~interpretation~~business ~~and~~combination ~~application~~transactions; ~~may~~the ~~also~~potential ~~change~~liability ~~from~~of ~~time~~certain toparticipants in ~~time~~proposed business combination transactions; and ~~those~~the ~~changes~~extent to which special purpose acquisition companies (“SPACs”) could ~~have~~become asubject ~~material~~to ~~adverse~~regulation ~~effect~~under onthe ~~our~~Investment ~~business~~Company Act, ~~investments~~including ~~and~~a ~~results~~proposed ofrule ~~operations.~~that Inwould ~~addition,~~provide SPACs a ~~failure~~safe toharbor ~~comply~~from ~~with applicable~~treatment ~~laws~~as oran ~~regulations~~investment company if they satisfy certain conditions that limit a SPAC’s duration, asasset ~~interpreted~~composition, business purpose and activities. ~~applied~~These rules, ~~could~~if ~~result~~adopted, whether in ~~fines,~~the ~~injunctive~~form ~~relief~~proposed or ~~similar~~in ~~remedies~~a ~~which~~revised ~~could~~form, bemay ~~costly~~increase ~~to us~~the orcosts ~~limit~~of ~~our~~and ~~ability~~the time needed to negotiate and complete an initial business combination, orand ~~operate~~may constrain the ~~post-combination~~circumstances ~~company~~under ~~successfully~~which we could complete an initial business combination.

38Our management has concluded that there is substantial doubt about our ability to continue as a “going concern.”

~~Past~~We have until August 23, 2023 ~~performance~~to consummate a business combination. It is uncertain whether we will be able to consummate a business combination by ~~our~~this ~~management~~time. ~~team~~If ~~may~~a business combination is not consummated by this date, there will be ~~indicative~~a mandatory liquidation and subsequent dissolution of ~~future~~us. ~~performance~~We had working capital of an$487,895, ~~investment~~net inof income taxes payable and franchise taxes payable, as of December 31, 2022; however, we will incur additional expenses as it relates to the ~~Company~~consummation of a business combination. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report do not contain any adjustments that might result should we be required to liquidate after August 23, 2023.

~~Past performance~~We ~~by our management team is not a guarantee either (i) of success with respect to any business combination we~~ may ~~consummate or (ii) that we will~~ be ~~able~~subject to ~~locate~~the a1% ~~suitable~~excise ~~candidate~~tax ~~for~~instituted under ~~our initial business combination. You should not rely on~~ the ~~historical record~~Inflation ofReduction ~~our~~Act ~~management team’s performance as indicative~~ of ~~our~~2022 ~~future performance of an investment~~ in ~~the~~connection ~~company~~with orredemptions ~~the~~we ~~returns the~~conduct ~~company~~after ~~will,~~December ~~or is likely to~~31, ~~generate going forward~~2022.

WeOn August 16, 2022, the Inflation ~~are~~Reduction anAct ~~emerging~~of ~~growth~~2022 ~~company~~(the ~~and~~“IR Act”) was signed into federal law. The IR Act provides for, among other things, a ~~smaller~~new ~~reporting~~U.S. federal ~~company~~1% ~~within~~excise ~~the~~tax ~~meaning~~on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the ~~Securities~~repurchasing ~~Act~~corporation itself, ~~and~~not ifits westockholders ~~take~~from ~~advantage~~which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value ~~certain~~of ~~exemptions~~the ~~from~~shares ~~disclosure~~repurchased ~~requirements~~at ~~available~~the totime ~~emerging~~of ~~growth~~the ~~companies~~repurchase. orFor ~~smaller~~purposes ~~reporting~~of ~~companies~~calculating the excise tax, ~~this~~repurchasing ~~could~~corporations ~~make~~are permitted ~~our~~to ~~securities~~net ~~less~~the ~~attractive~~fair tomarket ~~investors~~value ~~and~~of ~~may~~certain ~~make~~new itstock ~~more~~issuances ~~difficult~~against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to ~~compare~~the ~~our~~excise ~~performance~~tax. ~~with~~The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other ~~public~~guidance ~~companies~~to carry out and prevent the abuse or avoidance of the excise tax.

~~We are~~Any anredemption ~~“emerging~~or ~~growth~~other ~~company”~~repurchase we ~~within~~conduct ~~the~~after ~~meaning~~December of31, ~~the Securities Act~~2022, asin ~~modified~~connection bywith ~~the~~a ~~JOBS~~business ~~Act~~combination, ~~and~~extension wevote ~~may~~or ~~take~~otherwise, ~~advantage of~~may ~~certain~~be ~~exemptions~~subject ~~from~~to ~~various~~the ~~reporting~~excise tax. ~~requirements~~Whether ~~that~~and ~~are applicable~~ to ~~other~~what ~~public~~extent ~~companies~~we ~~that~~would ~~are~~be ~~not~~subject ~~emerging~~to ~~growth companies~~the ~~including,~~excise ~~but~~tax ~~not~~in ~~limited~~connection ~~to,~~with ~~not~~a ~~being~~business ~~required~~combination, toextension ~~comply~~vote ~~with~~or ~~the~~otherwise would ~~auditor~~depend ~~internal~~on ~~controls~~a ~~attestation~~number ~~requirements~~ of ~~Section~~ ~~404~~factors, ofincluding (i) the ~~Sarbanes-Oxley~~fair ~~Act,~~market ~~reduced~~value ~~disclosure~~of ~~obligations~~the ~~regarding~~redemptions ~~executive~~and ~~compensation~~repurchases in ~~our~~connection ~~periodic~~with ~~reports~~the ~~and proxy~~business ~~statements~~combination, ~~and~~extension ~~exemptions~~or ~~from~~otherwise, (ii) the ~~requirements~~structure of ~~holding~~ a ~~nonbinding~~business ~~advisory~~combination, ~~vote~~(iii) onthe ~~executive~~nature ~~compensation~~ and ~~stockholder~~amount ~~approval~~ of any ~~golden~~“PIPE” or ~~parachute~~other ~~payments~~equity ~~not~~issuances ~~previously~~in ~~approved.~~connection Aswith a ~~result,~~business ~~our~~combination ~~stockholders~~(or ~~may~~otherwise issued not ~~have~~in ~~access~~connection towith ~~certain~~a ~~information~~business ~~they~~combination ~~may~~but ~~deem~~issued ~~important.~~within Wethe ~~could~~same betaxable anyear ~~emerging~~of ~~growth~~a ~~company~~business ~~for~~combination) upand to(iv) ~~five~~the ~~years,~~content ~~although~~of ~~circumstances~~regulations ~~could~~and ~~cause~~other usguidance tofrom ~~lose~~the ~~that status~~Treasury. ~~earlier~~In addition, ~~including~~because if the ~~market~~excise ~~value~~tax ofwould ~~our~~be ~~Class~~payable Aby ~~common~~us ~~stock~~and ~~held~~not by ~~non-affiliates~~the ~~equals~~redeeming orholder, ~~exceeds~~the ~~$700~~mechanics ~~million as~~ of any ~~June 30~~required ~~before~~payment ~~that time, in which case we would no longer be an emerging growth company as~~ of the ~~following December 31. We cannot predict~~ ~~whether~~excise ~~investors~~tax ~~will~~have ~~find~~not ~~our~~been ~~securities less attractive because we will rely on these exemptions~~determined. IfThe ~~some~~foregoing ~~investors~~could ~~find~~cause ~~our securities less attractive as~~ a ~~result~~reduction ofin ~~our reliance on these exemptions,~~ the ~~trading~~cash ~~prices~~available ofon ~~our~~hand ~~securities~~to ~~may~~complete bea ~~lower~~business ~~than~~combination or ~~they~~ otherwise ~~would~~ ~~be,~~inhibit ~~there may be a less active trading market for~~ our ~~securities~~ability ~~and~~to ~~the~~complete ~~trading~~a ~~prices~~business ~~of our securities may be more volatile~~combination.

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 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.39

~~Additionally, we~~Past ~~are~~performance aby ~~“smaller~~our ~~reporting~~management ~~company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies~~team may ~~take~~not ~~advantage~~be ofindicative ~~certain reduced disclosure obligations, including, among other things, providing only two years~~ of ~~audited~~future ~~financial statements.~~performance ~~We will remain a smaller reporting company until the last day~~ of ~~the~~an ~~fiscal~~investment ~~year~~ in ~~which (1)~~ the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30thCompany. ~~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.~~

~~The~~Past performance by our management ~~requirements~~team ofis ~~being~~not a ~~public~~guarantee ~~company~~either (i) of success with respect to any business combination we may ~~strain~~consummate or (ii) that we will be able to locate a suitable candidate for our ~~resources~~initial ~~and~~business ~~divert~~combination. You should not rely on the historical record of our management team’s performance ~~attention~~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.

~~As a~~We ~~public~~are ~~company,~~an weemerging ~~are~~growth ~~subject~~company toand ~~the~~a smaller reporting ~~requirements~~company ofwithin the ~~Exchange~~meaning ~~Act, the Sarbanes-Oxley Act~~ of ~~2002 (which we refer to as~~ the ~~Sarbanes-Oxley~~Securities Act), ~~the Dodd-Frank Wall Street Reform~~ and ~~Consumer~~if ~~Protection Act (which~~ we ~~refer~~take toadvantage ~~as the Dodd-Frank Act), the listing requirements~~ of ~~NASDAQ~~certain ~~and~~exemptions ~~other~~from ~~applicable~~disclosure ~~securities rules and regulations. Compliance with these rules and regulations~~requirements ~~will~~available ~~increase~~to ~~our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “~~emerging growth ~~company.”~~companies ~~The~~or ~~Sarbanes-Oxley~~smaller ~~Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial~~ reporting. ~~In order to maintain and~~companies, ifthis ~~required,~~could ~~improve~~make our ~~disclosure~~securities ~~controls~~less ~~and~~attractive ~~procedures and internal control over financial reporting~~ to ~~meet~~investors ~~this standard, significant resources~~ and ~~management oversight may be required. As a result, management’s attention may be diverted from~~ ~~other business concerns, which could adversely affect our business and operating results. We~~ may ~~need~~make toit ~~hire~~ more ~~employees~~difficult into ~~the~~compare ~~future or~~our ~~engage~~performance ~~outside consultants to comply~~ with ~~these~~other ~~requirements,~~public ~~which will increase our costs and expenses~~companies.

InWe are an “emerging ~~addition,~~growth ~~changing~~company” ~~laws,~~within ~~regulations~~the ~~and~~meaning ~~standards~~of ~~relating~~the toSecurities ~~corporate~~Act, ~~governance~~as modified by the JOBS Act, and ~~public~~we ~~disclosure~~may ~~are~~take ~~creating~~advantage ~~uncertainty~~of ~~for~~certain exemptions ~~public~~from ~~companies,~~various ~~increasing~~reporting ~~legal~~requirements ~~and~~that ~~financial~~are ~~compliance~~applicable ~~costs~~to ~~and~~other ~~making~~public ~~some~~companies ~~activities~~that ~~more~~are ~~time~~not ~~consuming.~~emerging ~~These~~growth ~~laws~~companies including, ~~regulations~~but ~~and~~not ~~standards~~limited ~~are~~to, ~~subject~~not being required to ~~varying~~comply ~~interpretations,~~with inthe ~~many~~auditor ~~cases~~internal ~~due~~controls toattestation ~~their~~requirements ~~lack~~of Section 404 of ~~specificity,~~the ~~and~~Sarbanes-Oxley Act, asreduced adisclosure ~~result,~~obligations ~~their~~regarding ~~application~~ executive compensation in ~~practice~~our ~~may~~periodic ~~evolve~~reports ~~over~~and ~~time~~proxy asstatements, ~~new~~and ~~guidance~~exemptions isfrom the ~~provided~~requirements byof ~~regulatory~~holding ~~and~~a ~~governing~~nonbinding ~~bodies.~~advisory ~~This~~vote ~~could~~on ~~result~~executive incompensation ~~continuing~~and ~~uncertainty~~stockholder approval of any golden parachute payments ~~regarding~~not ~~compliance~~previously ~~matters~~approved. ~~and~~As ~~higher~~a ~~costs~~result, ~~necessitated~~our bystockholders ~~ongoing~~may ~~revisions~~not have access to ~~disclosure~~certain ~~and~~information ~~governance~~they ~~practices~~may deem important. We ~~intend~~could tobe ~~invest~~an ~~resources~~emerging togrowth ~~comply~~company ~~with~~for ~~evolving~~up ~~laws~~to five years, ~~regulations~~although ~~and~~circumstances ~~standards,~~could ~~and~~cause ~~this~~us ~~investment~~to ~~may~~lose ~~result~~that instatus ~~increased~~earlier, ~~general~~including ~~and~~if ~~administrative~~the market ~~expenses~~value ~~and~~of aour ~~diversion~~Class A common stock held by non-affiliates equals or exceeds $700 million as of ~~management’s~~any June 30 before that time, ~~and~~in ~~attention~~which ~~from~~case we ~~revenue-generating~~would ~~activities~~no tolonger ~~compliance~~be ~~activities~~an emerging growth company as of the following December 31. IfWe cannot predict whether investors will find our securities ~~efforts~~less toattractive ~~comply~~because ~~with~~we ~~new~~will ~~laws,~~rely ~~regulations~~on ~~and~~these ~~standards~~exemptions. ~~differ~~If ~~from~~some ~~the~~investors ~~activities~~find ~~intended~~our bysecurities ~~regulatory~~less orattractive ~~governing~~as ~~bodies~~a ~~due~~result of our reliance toon ~~ambiguities~~these ~~related~~exemptions, tothe ~~their~~trading ~~application~~prices ~~and~~of ~~practice,~~our ~~regulatory~~securities ~~authorities~~may be lower than they otherwise would be, there may ~~initiate~~be ~~legal~~a ~~proceedings~~less ~~against~~active ustrading market for our securities and the trading prices of our securities ~~business~~ may be ~~adversely~~more ~~affected~~volatile.

39Further, 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 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.

~~However~~Additionally, ~~for~~ ~~as long as~~ we ~~remain~~are ana “~~emerging~~smaller reporting ~~growth~~ company” as defined in ~~the~~Rule ~~JOBS~~10(f)(1) ~~Act,~~of weRegulation S-K. Smaller reporting companies may take advantage of certain ~~exemptions~~ ~~from~~reduced ~~various~~disclosure ~~reporting~~obligations, ~~requirements~~including, ~~that~~among ~~are~~other ~~applicable~~things, toproviding ~~“emerging~~only ~~growth~~two ~~companies”~~years ~~including,~~of ~~but~~audited ~~not~~financial ~~limited~~statements. ~~to,~~We ~~not~~will remain ~~being~~a ~~required~~smaller toreporting ~~comply~~company ~~with~~until the ~~auditor~~last ~~attestation~~day ~~requirements~~ of the ~~Sarbanes-Oxley~~fiscal ~~Act,~~year ~~reduced~~in ~~disclosure~~which ~~obligations~~(1) the ~~regarding executive~~market ~~compensation~~value inof our ~~periodic~~common ~~reports~~stock ~~and~~held ~~proxy~~by non-affiliates equals or ~~statements,~~exceeds ~~and~~$250 million ~~exemptions~~as ~~from~~of the ~~requirement~~prior ofJune ~~holding~~30th, aor ~~nonbinding~~(2) our ~~advisory vote~~annual onrevenues ~~executive~~equaled ~~compensation~~or exceeded $100 million during such completed fiscal year and ~~stockholder~~the ~~approval~~market value of ~~any~~our ~~golden~~common ~~parachute~~stock ~~payments~~held ~~not~~by non-affiliates equals ~~previously~~or ~~approved~~exceeds $700 million as of the prior June 30th. WeTo ~~may~~the extent we take advantage of ~~these~~such ~~reporting~~reduced ~~exemptions~~disclosure ~~until~~obligations, weit ~~are~~may noalso ~~longer~~make ancomparison ~~“emerging~~of ~~growth~~our ~~company~~financial statements with other public companies difficult or impossible.”

~~We will~~The ~~remain~~requirements ~~an emerging growth company until the earlier~~ of ~~(1)~~being ~~the last day of the fiscal year (~~a) ~~following the fifth anniversary of the completion of the initial~~ public ~~offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which~~company wemay ~~are~~strain ~~deemed to be a large accelerated filer, which means the market value of~~ our ~~shares~~resources ~~of common stock that are held by non-affiliates equals or exceeds $700 million as of the prior June 30,~~ and ~~(2)~~divert ~~the~~management’s ~~date on which we have issued more than $1~~attention.~~0 billion in non-convertible debt during the prior three year period.~~

WeAs a public company, we are ~~may~~subject ~~face~~to ~~risks~~the ~~related~~reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (which we refer to as the Sarbanes-Oxley Act), the Dodd-Frank Wall Street Reform and Consumer Protection Act (which we refer to as the Dodd-Frank Act), the listing requirements of NASDAQ and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance ~~technology~~costs, ~~businesses~~make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more employees in the future or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

~~Business~~In addition, changing laws, ~~combinations~~regulations ~~with~~and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial ~~technology~~compliance ~~businesses~~costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may ~~involve~~evolve over ~~special~~time ~~considerations~~as new guidance is provided by regulatory and ~~risks~~governing bodies. IfThis wecould ~~complete~~result ~~our~~in ~~initial~~continuing ~~business~~uncertainty ~~combination~~regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with aevolving ~~financial~~laws, ~~technology~~regulations ~~business~~and standards, weand ~~will~~this beinvestment ~~subject~~may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to ~~the~~compliance ~~following~~activities. ~~risks~~If our efforts to comply with new laws, ~~any~~regulations ofand ~~which~~standards ~~could~~differ befrom ~~detrimental~~the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and ~~the~~our business we ~~acquire:~~may be adversely affected.

● If the company or business we acquire provides products or services which relate to the facilitation of financial transactions, such as funds or securities settlement system, and such product or service fails or is compromised, we may be subject to claims from both the firms to whom we provide our products and services and the clients they serve;40

●However, Iffor as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are ~~unable~~applicable to ~~keep~~“emerging ~~pace~~growth ~~with~~companies” ~~evolving~~including, ~~technology~~but ~~and~~not ~~changes~~limited into, not being required to comply with the ~~financial~~auditor ~~services~~attestation ~~industry~~requirements of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our ~~revenues~~periodic reports and ~~future~~proxy ~~prospects~~statements, and exemptions from the requirement of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may ~~decline;~~take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

●We ~~Our~~will ~~ability~~remain toan ~~provide~~emerging growth ~~financial~~company ~~technology~~until ~~products~~the ~~and~~earlier ~~services~~of to(1) ~~customers~~the ~~may~~last beday ~~reduced~~of the fiscal year (a) following the fifth anniversary of the completion of the initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or ~~eliminated~~(c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that are held by ~~regulatory~~non-affiliates ~~changes;~~equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three year period.

●We ~~Any~~may ~~business~~face orrisks ~~company~~related ~~we acquire could be vulnerable~~ to ~~cyberattack~~financial ortechnology ~~theft of individual identities or personal data;~~businesses.

●Business ~~Difficulties~~combinations with financial ~~any~~technology ~~products~~businesses ormay ~~services~~involve special considerations and risks. If we ~~provide~~complete our initial business combination with a financial technology business, we will be subject to the following risks, any of which could ~~damage~~be ~~our~~detrimental ~~reputation~~to us and the business; we acquire:

● AIf ~~failure~~the company or business we acquire provides products or services which relate to ~~comply~~the ~~with~~facilitation ~~privacy~~of ~~regulations~~financial ~~could~~transactions, ~~adversely~~such ~~affect~~as ~~relations~~funds ~~with~~or ~~customers~~securities settlement system, and ~~have~~such aproduct ~~negative~~or ~~impact~~service onfails ~~business;~~or is compromised, we may be subject to claims from both the firms to whom we provide our products and services and the clients they serve;

● WeIf ~~may~~we ~~not~~are beunable ~~able~~ to ~~protect~~keep ~~our~~pace ~~intellectual~~with ~~property~~evolving technology and wechanges ~~may~~in bethe ~~subject~~financial toservices ~~infringement~~industry, ~~claims.~~our revenues and future prospects may decline;

~~Any of~~● ~~the~~Our ~~foregoing~~ability ~~could have a negative adverse impact on our operations following a business combination. However, our efforts in identifying prospective target businesses will not be limited~~ to ~~the~~provide financial technology ~~industry.~~products ~~Accordingly, if we acquire a target business in another industry, these risks will likely not affect us~~ and weservices ~~will be subject~~ to ~~other~~customers ~~risks~~may ~~attendant~~be ~~with~~reduced ~~the specific industry in which we operate~~ or ~~target~~eliminated ~~business~~by ~~which~~regulatory ~~we acquire, none of which can be presently ascertained.~~changes;

~~Item~~● ~~1B.~~Any ~~UNRESOLVED~~business ~~STAFF~~or ~~COMMENTS.~~company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data;

~~None.~~● Difficulties with any products or services we provide could damage our reputation and business;

~~Item~~● 2.A ~~PROPERTIES.~~failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business; and

~~We do~~● ~~not own any real estate or other physical properties.~~ We ~~currently~~may ~~maintain~~not ~~our~~be ~~executive~~able ~~offices~~to atprotect ~~2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104. The cost for~~ our ~~use~~intellectual ofproperty ~~this~~and ~~space~~we ismay ~~included~~be insubject ~~the $40,000 per month fee we pay~~ to ~~our~~infringement ~~sponsor or its affiliate for office space, administrative and shared personnel support services~~claims. ~~We consider our current office space adequate for our current operations.~~

~~Item~~Any 3of the foregoing could have a negative adverse impact on our operations following a business combination. ~~LEGAL~~However, ~~PROCEEDINGS~~our efforts in identifying prospective target businesses will not be limited to the financial technology industry. Accordingly, if we acquire a target business in another industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we operate or target business which we acquire, none of which can be presently ascertained.

~~To the~~Item ~~knowledge~~1B. ofUNRESOLVED ~~our~~STAFF ~~management, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such~~COMMENTS.

~~Item 4~~None. ~~MINE SAFETY DISCLOSURES.~~

~~Not applicable~~Item 2. PROPERTIES.

We do not own any real estate or other physical properties. We currently maintain our executive offices at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104. The cost for our use of this space is included in the $40,000 per month fee we pay to our sponsor or its affiliate for office space, administrative and shared personnel support services. We consider our current office space adequate for our current operations.

~~PART II~~Item 3. LEGAL PROCEEDINGS.

~~Item~~To ~~5. MARKET~~the ~~FOR~~knowledge ~~REGISTRANT’S~~of ~~COMMON~~our ~~EQUITY~~management, there ~~RELATED~~is ~~STOCKHOLDER~~no ~~MATTERS~~material ~~AND~~litigation, ~~ISSUER~~arbitration ~~PURCHASES~~or OFgovernmental ~~EQUITY~~proceeding ~~SECURITIES~~currently pending against us or any members of our management team in their capacity as such.

~~Market Information~~Item 4. MINE SAFETY DISCLOSURES.

~~Our units~~Not ~~commenced public trading on November 19, 2021, and our Class A common stock and warrants commenced separate trading on January 10, 2022~~applicable. ~~Our Class A common stock, warrants and units are each listed on the NASDAQ Global Market under the symbols ZING, ZINGW and ZINGU, respectively.~~

~~Holders~~41

~~On March~~PART ~~22,~~II 2022, the numbers of record holders of the Company’s Class A common stock, units and warrants were 1, 2 and 1, respectively, not including beneficial holders whose securities are held in street name.

~~We have~~Market not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will depend upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of an initial business combination, and will be at 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. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.Information

~~Securities~~Our units commenced public ~~Authorized~~trading ~~for~~on ~~Issuance~~November ~~Under~~19, ~~Equity~~2021, ~~Compensation Plans~~and our Class A common stock and warrants commenced separate trading on January 10, 2022. Our Class A common stock, warrants and units are each listed on the NASDAQ Global Market under the symbols ZING, ZINGW and ZINGU, respectively.

~~None.~~Holders

~~Recent~~On March 16, 2023, the numbers ~~Sales~~of record holders of ~~Unregistered~~the ~~Securities~~Company’s Class A common stock, units and ~~Use~~warrants ofwere ~~Proceeds~~1, 2 and 1, respectively, not including beneficial holders whose securities are held in street name.

~~Unregistered Sales of Equity Securities~~Dividends

~~On November~~We ~~23,~~have ~~2021,~~not wepaid ~~sold~~any ancash dividends ~~aggregate~~on ofour ~~1,778,750~~common ~~placement~~stock ~~units~~to indate ~~the~~and ~~private~~do ~~placement~~not ~~for~~intend anto ~~aggregate~~pay ~~purchase~~cash ~~price~~dividends ofprior ~~$17,787,500, or $10.00 per unit,~~ to the ~~sponsor~~completion ~~pursuant~~of to an ~~exemption~~initial ~~from~~business ~~registration~~combination. The ~~contained~~payment inof ~~Section~~cash ~~4(a)(2)~~dividends ofin the ~~Securities~~future ~~Act.~~will ~~Each placement~~depend ~~unit~~upon ~~consists~~our ofrevenues ~~one~~and ~~share~~earnings, ofif ~~Class~~any, Acapital ~~common~~requirements ~~stock~~ and ~~one~~general ~~half~~financial condition ofsubsequent ato ~~placement~~completion ~~warrant.~~of ~~The~~an ~~placement~~initial ~~warrants~~business ~~are~~combination, ~~identical to~~and ~~the~~will ~~warrants~~be ~~included~~at in the ~~units~~discretion ~~issued~~of inour ~~the~~board ~~initial~~of ~~public~~directors ~~offering,~~at ~~except~~such time. ~~that~~In addition, ifour ~~held~~board byof ~~the~~directors ~~initial~~is ~~purchasers~~not orcurrently ~~their permitted~~contemplating ~~transferees,~~and ~~(a)~~does ~~they~~not ~~(including~~anticipate ~~the~~declaring ~~underlying~~any ~~Class A common~~ stock) ~~may~~dividends ~~not~~in bethe foreseeable ~~transferred~~future. Further, ~~assigned~~if orwe ~~sold~~incur ~~until~~any 30indebtedness ~~days after~~in ~~the~~connection ~~consummation~~with ofa ~~the Company’s initial~~ business combination, ~~subject~~our ability to ~~certain~~declare dividends may be limited ~~exceptions,~~by ~~and~~restrictive ~~(b)~~covenants ~~they~~we ~~are~~may ~~entitled~~ agree to ~~registration~~in ~~rights~~connection therewith.

~~Use of~~Securities ~~Proceeds~~Authorized for Issuance Under Equity Compensation Plans

~~On November 23, 2021, we sold 40,250,000 units in our initial public offering at a price of $10~~None.00 per unit, generating gross proceeds of $402,500,000. Each unit consists of one share of our Class A common stock and one half of one warrant, where each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment.

41Recent Sales of Unregistered Securities and Use of Proceeds

~~Citigroup Global~~Unregistered ~~Markets~~Sales ~~Inc.~~of ~~served as the sole book-running manager for the initial public offering. The units sold in the initial public offering~~Equity ~~were registered under the~~ Securities ~~Act on a registration statement on Form S-1 (No. 333-253995), which was declared effective by the SEC on November 18, 2021.~~

~~We incurred~~On aNovember ~~total~~23, 2021, we sold an aggregate of ~~$24~~1,~~712~~778,~~590~~750 inplacement ~~transaction~~units ~~costs~~in ~~related to~~ the ~~initial~~private ~~public~~placement ~~offering.~~for Wean ~~paid~~aggregate apurchase ~~total~~price of $717,~~000~~787,~~000~~500, inor ~~underwriting~~$10.00 per unit, ~~discounts~~to ~~and~~the ~~commissions~~sponsor pursuant to an exemption from registration contained in Section 4($a)(2) of the Securities Act.8 ~~million~~Each placement unit consists of ~~which~~one ~~was~~share ~~reimbursed~~of toClass usA tocommon ~~pay~~stock ~~the~~and ~~advisory~~one ~~fee~~half ~~due~~of toa ~~CCM)~~placement ~~and~~warrant. ~~$562,590~~The inplacement ~~other~~warrants ~~costs~~are identical to the warrants included ~~and~~in ~~expenses~~the ~~related~~units toissued in the initial public offering., Inexcept ~~addition~~that, ~~the~~if ~~underwriter~~held ~~agreed~~by tothe ~~defer~~initial ~~$17,150,000~~purchasers inor ~~underwriting~~their ~~discounts and~~permitted ~~commissions~~transferees, (~~which~~a) they is(including ~~currently~~the ~~held~~underlying inClass ~~the~~A ~~trust~~common ~~account~~stock), ~~which~~may ~~will~~not be ~~payable~~transferred, ~~only~~assigned ~~upon~~or sold until 30 days after the consummation of the anCompany’s initial business combination, subject to certain limited exceptions, and (b) they are entitled to registration rights.

~~Following the~~Use ~~closing~~ of the initial public offering and the private placement, an amount of $408,537,500 ($10.15 per unit) from the net proceeds from the sale of the units in the initial public offering and the placement units in the private placement was placed in the trust account. In addition, as of November 23, 2021, cash of $4,775,000 was held outside of the trust account and available for working capital purposes.Proceeds

~~Purchases~~On November 23, 2021, we sold 40,250,000 units in our initial public offering at a price of ~~Equity~~$10.00 ~~Securities~~per byunit, ~~the~~generating ~~Issuer~~gross proceeds of $402,500,000. Each unit consists of one share of our Class A common stock and ~~Affiliated~~one ~~Purchasers~~half of one warrant, where each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment.

~~None.~~42

~~Item~~Citigroup 6Global Markets Inc. ~~[RESERVED]~~ served as the sole book-running manager for the initial public offering. The units sold in the initial public offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-253995), which was declared effective by the SEC on November 18, 2021.

AsWe incurred a total of $24,712,590 in transaction costs related to the initial public offering. We paid a ~~smaller~~total ~~reporting~~of ~~company~~$7,000,000 wein ~~are~~underwriting ~~not~~discounts ~~required~~and commissions ($2.8 million of which was reimbursed to ~~provide~~us to pay the ~~information~~advisory ~~required~~fee bydue ~~this~~to ~~Item~~CCM) and $562,590 in other costs and expenses related to the initial public offering. In addition, the underwriter agreed to defer $17,150,000 in underwriting discounts and commissions (which is currently held in the trust account), which will be payable only upon consummation of an initial business combination.

~~Item~~Following ~~7. MANAGEMENT’S~~the ~~DISCUSSION~~closing ~~AND~~of ~~ANALYSIS~~the initial OFpublic ~~FINANCIAL~~offering ~~CONDITION~~and ~~AND~~the ~~RESULTS~~private OFplacement, ~~OPERATIONS~~an amount of $408,537,500 ($10.15 per unit) from the net proceeds from the sale of the units in the initial public offering and the placement units in the private placement was placed in the trust account.

~~The following~~Purchases ~~discussion and analysis~~ of ~~our~~Equity ~~financial~~Securities ~~condition~~by ~~and results of operations should be read in conjunction with our audited financial statements and~~ the ~~notes related thereto contained elsewhere in this Annual Report. Certain information contained in the discussion~~Issuer and ~~analysis~~Affiliated ~~set forth below includes forward-looking statements that involve risks and uncertainties.~~Purchasers

All statements other than statements of historical fact included in this Annual Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statementsNone. When used in this Annual Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report.

~~Overview~~Item 6. [RESERVED]

We are a blank check company incorporated in Delaware on December 11, 2020 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businessesNone. We intend to effectuate our business combination using cash from the proceeds of our initial public offering and the sale of the placement units that occurred simultaneously with the completion of our initial public offering, our capital stock, debt or a combination of cash, stock and debt.

~~We expect~~Item ~~to continue to incur significant costs in the pursuit of our acquisition plans~~7. WeMANAGEMENT’S ~~cannot~~DISCUSSION ~~assure~~AND ~~you~~ANALYSIS ~~that~~OF ~~our~~FINANCIAL ~~plans~~CONDITION toAND ~~complete a~~RESULTS ~~business~~OF ~~combination will be successful~~OPERATIONS.

42The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Results~~All statements other than statements of historical fact included in this Annual Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Annual Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report.

All activity for the period from December 11, 2020 (inception) through December 31, 2020 was de minimis and related only to our formation. All activity for the period from January 1, 2021 (commencement of operations) through December 31, 2021 relates to our formation, the Initial Public Offering and, after the Initial Public Offering, identifying a target company for an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination, at the earliest. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.Overview

~~For~~We ~~the~~are ~~period~~a ~~from~~blank ~~January~~check 1,company ~~2021~~incorporated ~~(commencement~~in ofDelaware ~~operations)~~on ~~through~~ December 3111, ~~2021~~2020 ,and weformed ~~had~~for the purpose of effecting a ~~net~~merger, ~~loss~~capital ofstock ~~$803~~exchange,~~856~~ asset acquisition, stock ~~which~~purchase, ~~consisted~~reorganization or similar business combination with one or more target businesses. We intend to effectuate our business combination using cash from the proceeds of ~~formation~~our initial public offering and ~~operating~~the sale of the placement units that occurred simultaneously ~~costs~~with the completion of ~~$807,727,~~our ~~offset~~initial bypublic ~~interest~~offering, ~~income~~our oncapital ~~cash~~stock, ~~held~~debt inor ~~trust~~a ~~account~~combination of $3cash,~~871~~ stock and debt.

~~For~~We expect to continue to incur significant costs in the ~~period~~pursuit ~~from~~of ~~December~~our ~~11,~~acquisition ~~2020~~plans. ~~(inception)~~We ~~through~~cannot ~~December~~assure ~~31,~~you ~~2020,~~that weour ~~had~~plans noto ~~activities~~complete a business combination will be successful.

~~Liquidity and Capital Resources~~43

~~On November~~Results ~~23, 2021, we consummated the Initial Public Offering~~ of 40,250,000 Units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the full exercise by the underwriter of its over-allotment option in the amount of 5,250,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $402,500,000.Operations

~~Simultaneously~~All activity for the period from December 11, 2020 (inception) through ~~with~~December 31, 2020 was de minimis and related only to our formation. All activity for the ~~closing~~period from January 1, 2021 (commencement of operations) through December 31, 2022 relates to our formation, the Initial Public Offering and, weafter ~~consummated~~the Initial Public Offering, identifying a target company for an initial Business Combination. We do not expect to generate any operating revenues until after the ~~sale~~completion of our 1Business Combination,~~778,750~~ ~~units~~at ~~(each,~~the aearliest. ~~“Placement~~We ~~Unit”)~~expect ~~at a~~to ~~price~~generate non-operating income in the form of ~~$10~~interest income on marketable securities held after the Initial Public Offering.00 ~~per~~We ~~Placement~~incur ~~Unit~~expenses inas a ~~private~~result ~~placement~~of tobeing ~~our~~a ~~Sponsor~~public company (for legal, ~~generating~~financial ~~gross~~reporting, ~~proceeds~~accounting and ofauditing ~~$17~~compliance),~~787,500~~ as well as for due diligence expenses.

~~Transaction costs~~ For ~~amounted~~the toyear ~~$24~~ended December 31,~~712~~ 2022,~~590,~~ ~~consisting~~we had net income of $71,~~000~~378,~~000~~408, which consisted of ~~underwriting~~interest ~~fees,~~income ~~$17,150,000~~earned ofon ~~deferred~~investments ~~underwriting~~held ~~fees,~~in ~~$6,860,000~~Trust Account of ~~deferred~~ ~~advisory fees,~~ $35,~~362~~888,~~590~~798, ofoffset ~~other~~by ~~offering~~operating costs ~~and~~of a $93,~~660~~319,~~000~~946 and ~~reimbursement~~provision for ~~the~~income ~~financial~~taxes ~~advisory~~of ~~fee~~$1,190,444.

~~Following the~~For ~~closing of~~ the ~~Initial~~period ~~Public~~from ~~Offering~~January 1, ~~the~~2021 ~~full~~(commencement ~~exercise~~ of ~~the~~operations) ~~over-allotment~~through ~~option~~December 31, ~~and~~2021, ~~the~~we ~~sale~~had ofa ~~the~~net ~~Placement~~loss ~~Units, a total~~ of $~~408~~803,~~537~~856,~~500~~ ~~($10.15~~which ~~per~~consisted ~~Unit)~~of ~~was~~formation ~~placed in the Trust Account~~ and ~~invested in U.S. government securities, within the meaning set~~operating ~~forth~~costs ~~in Section 2(a)(16)~~ of ~~the Investment Company Act of 1940~~$807, ~~as amended (the “Investment Company Act”)~~727, ~~with~~offset ~~a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined~~ by ~~us,~~interest ~~until~~income ~~the~~on ~~earlier~~investments ~~of:~~held ~~(i) the consummation of a Business Combination or (ii) the distribution of the funds~~ in ~~the~~ Trust Account to ~~the~~of ~~Company’s stockholders~~$3, ~~as described below~~871.

AsLiquidity ~~of December 31, 2021, we had $3,474,184 in cash~~ and ~~working capital~~Capital of $3,404,683. Prior to the completion of our Initial Public Offering, our liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000 and a loan to us of up to $300,000 by our Sponsor under an unsecured promissory note, which had no outstanding balance as of December 31, 2021. The outstanding balance under the promissory note of $122,926 was paid in full on November 23, 2021.Resources

~~As of~~On ~~December 31~~November 23, 2021, we ~~had~~consummated ~~cash,~~the ~~investments~~Initial ~~and~~Public ~~marketable~~Offering ~~securities~~of 40,250,000 ~~held~~Units in (the ~~Trust~~“Units” ~~Account of $408~~and,~~541,371.~~ Wewith ~~intend~~respect to ~~use~~ ~~substantially~~the ~~all~~shares of ~~the~~Class A ~~funds~~common ~~held~~stock included in the ~~Trust~~Units ~~Account~~sold, ~~including any amounts representing interest earned on~~ the ~~Trust Account~~ to“Public ~~complete our Business Combination. We may withdraw interest to pay taxes. During the year ended December 31~~Shares”), ~~2021,~~which weincluded ~~did not withdraw any interest income from~~ the ~~Trust~~full ~~Account.~~exercise Toby the ~~extent~~underwriter ~~that~~of ~~our~~its ~~capital~~over-allotment ~~stock~~option ~~or debt is used,~~ in ~~whole~~the oramount inof ~~part~~5, ~~as consideration~~250,000 ~~to complete our Business Combination~~Units, ~~the~~at ~~remaining~~a ~~proceeds~~price ~~held in the Trust Account will be used as working capital to finance the operations~~ of ~~the~~$10.00 ~~target~~per ~~business or businesses~~Unit, ~~make~~generating ~~other~~gross ~~acquisitions~~proceeds ~~and~~of ~~pursue our growth strategies~~$402,500,000.

~~We intend~~Simultaneously towith ~~use~~ the ~~funds~~closing ~~held~~of ~~outside~~ the ~~Trust~~Initial ~~Account~~Public ~~primarily~~Offering, we toconsummated ~~identify~~the ~~and~~sale ~~evaluate~~of ~~target businesses~~1,778,750 ~~perform~~units ~~business due diligence on prospective target businesses~~(each, ~~travel~~a to“Private ~~and~~Placement ~~from~~Unit”) ~~the~~at ~~offices,~~a ~~plants~~price ~~or similar locations~~ of ~~prospective~~$10.00 ~~target~~per ~~businesses~~Private orPlacement ~~their~~Unit ~~representatives~~in ora ~~owners,~~private ~~review~~placement ~~corporate~~to ~~documents~~our ~~and~~Sponsor, ~~material~~generating ~~agreements~~gross proceeds of ~~prospective target businesses~~$17, ~~and structure~~787, ~~negotiate and complete a Business Combination~~500.

~~In order~~Transaction ~~to finance transaction~~ costs ~~in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain~~ ofamounted ~~our~~to ~~directors and officers may~~$24, ~~but are not obligated to~~712, ~~loan us funds as may be required. If we complete a Business Combination~~590, we ~~may~~consisting ~~repay such loaned amounts out~~ of ~~the proceeds of the Trust Account released to us. In the event that a Business Combination does not close~~$7,000,000 ~~we may use a portion~~ of ~~the~~underwriting ~~working capital held outside the Trust Account to repay such loaned amounts~~fees, ~~but no proceeds from our Trust Account would be used for such repayment. Up to~~ $217,~~000~~150,000 of ~~such~~deferred ~~loans~~underwriting ~~may be convertible into units~~fees, ~~at a price of~~ $~~10.00 per unit~~6,860,000 ~~at the option~~ of ~~the lender at the time of the Business Combination. The units would be identical to the Placement Units. The~~ ~~terms~~deferred ofadvisory ~~such loans~~fees, ifand ~~any~~$3,362,590 ~~have~~of ~~not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties~~ other ~~than~~offering ~~our~~costs, ~~Sponsor~~net ~~or an affiliate~~ of ~~our Sponsor as we do not believe third parties will be willing to loan such funds and provide~~ a ~~waiver against any and all rights to seek access to funds in our trust account. As of December 31~~$9, ~~2021~~660,000 ~~no such~~reimbursement ~~loans~~for ~~were~~the ~~outstanding~~financial advisory fee.

43Following the closing of the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $408,537,500 ($10.15 per Unit) was placed in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

~~We do~~As ~~not~~of ~~believe~~December we31, ~~will~~2022, ~~need~~we had to$557,193 ~~raise additional funds~~ in ~~order~~cash toand ~~meet~~working ~~the~~capital ~~expenditures required for operating our business through the earlier~~ of ~~the~~$487,895, ~~consummation~~net of afranchise ~~Business~~taxes ~~Combination~~payable orand ~~one~~income ~~year~~taxes ~~from the date of this Annual Report~~payable. ~~However,~~Prior ifto ~~our estimate of~~ the ~~costs~~ completion of ~~identifying~~our aInitial ~~target~~Public ~~business~~Offering, ~~undertaking~~our ~~in-depth~~liquidity ~~due~~needs ~~diligence~~had ~~and~~been ~~negotiating~~satisfied through a ~~Business~~capital ~~Combination~~contribution ~~are~~from ~~less than~~ the ~~actual amount~~Sponsor ~~necessary~~of ~~to do so~~$25,000 weand a ~~may~~loan ~~have insufficient funds available~~ to ~~operate~~us ~~our~~of ~~business~~up ~~prior~~ to ~~our Business Combination. Moreover~~$300, we000 ~~may~~by ~~need to obtain additional financing either to complete~~ our ~~Business~~Sponsor ~~Combination~~under oran ~~because~~unsecured wepromissory ~~become obligated to redeem a significant number of our public shares upon consummation of our Business Combination~~note, in which ~~case~~had weno ~~may~~outstanding ~~issue~~balance ~~additional~~as ~~securities~~of orDecember ~~incur~~31, ~~debt in connection with such Business Combination~~2022. ~~Subject~~The tooutstanding ~~compliance~~balance ~~with~~under ~~applicable securities laws, we would only complete such financing simultaneously with~~ the ~~completion~~promissory note of ~~our~~$122,926 ~~Business~~was ~~Combination.~~paid Ifin wefull ~~are~~on ~~unable~~November ~~to complete our Business Combination because we do not have sufficient funds available to us~~23, we2021 ~~will be forced to cease operations~~ and ~~liquidate~~ the ~~Trust~~promissory ~~Account.~~note ~~In addition,~~was ~~following our Business Combination~~terminated, ifand ~~cash on hand~~ is ~~insufficient,~~no welonger ~~may~~available ~~need~~ to ~~obtain~~be ~~additional~~drawn ~~financing in order to meet our obligations~~upon.

~~Off-balance~~As of December 31, 2022, we had cash, investments and marketable ~~sheet~~securities ~~financing~~held ~~arrangements~~in the Trust Account of $413,569,723. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our Business Combination. We may withdraw interest from the Trust Account to pay our taxes. During the year ended December 31, 2022, we withdrew $860,446 of interest income from the Trust Account for that purpose. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.44

~~Contractual~~We intend to use the funds held outside the Trust Account primarily ~~obligations~~to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

WeIn doorder ~~not~~to ~~have~~finance ~~any~~transaction ~~long-term~~costs ~~debt,~~in ~~capital~~connection ~~lease~~with ~~obligations,~~a ~~operating~~Business ~~lease~~Combination, ~~obligations~~our Sponsor or ~~long-term~~an ~~liabilities~~affiliate of our Sponsor, ~~other~~or ~~than~~certain anof ~~agreement~~our directors and officers may, but are not obligated to, ~~pay~~loan us ~~the~~funds ~~Sponsor~~as ormay anbe ~~affiliate~~required. If we complete a Business Combination, we may repay such loaned amounts out of the ~~Sponsor~~proceeds of the Trust Account released to us. In the event that a ~~monthly~~Business ~~fee~~Combination does not close, we may use a portion of the working capital held outside ~~$40,000~~the ~~for~~Trust ~~office~~Account ~~space~~to repay such loaned amounts, ~~administrative~~but ~~and~~no ~~shared~~proceeds ~~personnel~~from ~~support~~our ~~services~~Trust toAccount ~~the~~would ~~Company.~~be Weused ~~began~~for ~~incurring~~such ~~these~~repayment. ~~fees~~Up onto ~~November 19~~$2,000,000 of ~~2021~~such ~~and~~loans ~~will~~may ~~continue~~be toconvertible ~~incur~~into ~~these~~units, ~~fees~~at ~~monthly~~a ~~until~~price of $10.00 per unit, at the ~~earlier~~option of the ~~completion~~lender at the time of the Business Combination. The ~~and~~units ~~our~~would ~~liquidation~~be identical to the Private Placement Units. As The terms of ~~December~~such 31loans, ~~2021,~~if ~~$61~~any,~~935~~ ~~had~~have not been ~~accrued~~determined inand ~~Due~~no written agreements exist with respect to ~~Related~~such ~~Party~~loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and ~~charged~~provide a waiver against any and all rights to ~~operating~~seek access ~~expenses~~to funds in our Trust Account. As of December 31, ~~$21~~2022 and 2021,~~935~~ ofno ~~which~~such isloans ~~still~~ were outstanding.

~~Pursuant~~ We do not believe we will need to araise ~~registration~~additional ~~rights~~funds ~~agreement~~in ~~entered~~order to ~~into~~meet onthe ~~November~~expenditures ~~18,~~required ~~2021,~~for operating our business through the ~~holders~~earlier of the ~~Founder~~consummation ~~Shares,~~of ~~Placement~~a ~~Units~~Business ~~(including~~Combination ~~securities~~or one ~~contained~~year ~~therein)~~from ~~and~~the ~~warrants~~date ~~that~~of ~~may~~the befinancial ~~issued~~statements. ~~upon~~However, ~~conversion~~if our estimate of ~~loans~~the ~~made~~costs byof identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the ~~Sponsor~~actual oramount ~~one~~necessary ofto ~~its~~do ~~affiliates~~so, we may have ~~registration~~insufficient funds ~~rights~~available to ~~require~~operate usour business prior to ~~register~~our aBusiness ~~sale~~Combination. ofMoreover, ~~any~~we ofmay need to obtain additional financing either to complete our ~~securities~~Business ~~held~~Combination byor ~~them~~because ~~(in~~we ~~the~~become ~~case~~obligated to redeem a significant number of ~~the~~our ~~founder~~Public ~~shares,~~Shares ~~only~~upon ~~after~~consummation ~~conversion~~of our Business toCombination, ~~the~~in ~~Class~~which Acase ~~common~~we ~~stock).~~may ~~These~~issue ~~holders~~additional ~~are~~securities ~~entitled~~or toincur ~~make~~debt upin toconnection ~~three~~with ~~demands,~~such ~~excluding~~Business ~~short~~Combination. ~~form~~Subject ~~registration~~to ~~demands~~compliance with applicable securities laws, ~~that the~~we ~~Company~~would ~~registers~~only complete such ~~securities~~financing ~~for~~simultaneously ~~sale~~with ~~under~~ the ~~Securities~~completion ~~Act~~of our Business Combination. If Inwe ~~addition,~~are ~~these~~unable ~~holders~~to ~~have~~complete ~~“piggy-back”~~our ~~registration rights~~Business toCombination ~~include~~because ~~such~~we ~~securities~~do innot ~~other~~have ~~registration~~sufficient ~~statements~~funds available to us, we ~~filed~~will ~~and~~be ~~rights~~forced to ~~require~~cease operations usand toliquidate ~~register~~the ~~for~~Trust ~~resale~~Account. ~~such~~In ~~securities pursuant~~addition, following our Business Combination, if cash on hand is insufficient, we may need to ~~Rule~~obtain ~~415~~additional ~~under~~financing ~~the~~in ~~Securities~~order ~~Act~~to meet our obligations.

~~The underwriter~~Going agreed to defer until consummation of the Business Combination $17,150,000 of its underwriting commissions, which equals 4.0% of the gross proceeds from the Units sold to the public, excluding any Units purchased pursuant to the underwriter’s overallotment option, and 6.0% of the gross proceeds from the Units sold to the public pursuant to the underwriter’s overallotment option. This amount was placed in the Trust Account and will be released to the underwriter only on completion of an initial Business Combination.Concern

We ~~engaged~~ ~~Cohen~~have &until ~~Company~~August ~~Capital Markets~~23, a2023 to ~~division~~consummate ofa JBusiness Combination.~~V.B.~~ ~~Financial~~It ~~Group,~~is ~~LLC~~uncertain ~~(“CCM”),~~whether towe ~~provide~~will ~~financial~~be ~~advisory services~~able into ~~connection~~consummate ~~with~~a ~~the~~Business ~~Initial~~Combination ~~Public~~by ~~Offering~~this time. WeIf ~~paid CCM~~ a Business ~~fee~~Combination inis annot ~~amount~~consummated ~~equal~~by tothis ~~0.8%~~date, ofthere ~~the~~will ~~aggregate~~be ~~proceeds~~a ofmandatory ~~the Initial~~liquidation ~~Public~~and ~~Offering~~subsequent ~~(excluding~~dissolution. ~~the~~We ~~proceeds~~had working capital of ~~the~~$487,895, ~~exercise~~net of ~~the~~income ~~overallotment~~taxes ~~option)~~payable ~~net~~and offranchise ~~underwriter’s~~taxes ~~expenses~~payable, ~~upon the~~as ~~closing~~ of ~~the~~December ~~Initial~~31, ~~Public~~2022; ~~Offering.~~however, Wewe ~~also~~will ~~engaged~~incur ~~CCM~~additional expenses ~~to act~~ as anit ~~advisor~~relates into ~~connection with~~ the ~~Business~~consummation ~~Combination~~of ~~for which~~a itbusiness ~~will earn an advisory fee of 1~~combination.6% ofManagement ~~the~~has ~~proceeds~~determined ofthat the ~~Initial~~liquidity ~~Public~~condition ~~Offering~~and ~~(excluding the proceeds of the exercise of~~mandatory ~~the~~liquidation, ~~overallotment~~should ~~option)~~a ~~payable at closing of the~~ Business Combination. ~~CCM~~not isoccur, ~~also~~and ~~entitled~~potential tosubsequent andissolution ~~advisory~~raises ~~fee~~substantial ~~equal~~doubt toabout ~~2.4%~~our ~~of the~~ability ~~aggregate~~to ~~proceeds~~continue ofas ~~the~~a ~~exercise~~going ofconcern. ~~the~~We ~~overallotment~~intend ~~option,~~to ~~payable~~consummate ata ~~the closing of the~~ Business Combination. ~~The~~by ~~underwriter~~August ~~has agreed~~23, to2023. ~~reimburse~~No usadjustments ~~for~~have ~~the~~been ~~fee~~made to ~~CCM as it becomes payable out of~~ the ~~underwriting commissions, including the deferred underwriting~~ ~~commissions~~carrying ~~payable~~amounts ~~at closing~~ of ~~the~~assets ~~Business~~or ~~Combination.~~liabilities ~~Accordingly,~~should awe ~~reimbursement~~be ~~receivable~~required ~~and~~to ~~deferred~~liquidate ~~advisory~~after ~~fee~~August ~~of $6~~23,~~860,000 has~~ ~~been reflected in the accompanying balance sheet~~2023.

~~Critical Accounting~~Off-Balance ~~Policies~~Sheet Financing Arrangements

~~The~~We ~~preparation~~have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~the~~December ~~financial~~31, ~~statements~~2022. We do not participate in ~~conformity~~transactions that create relationships with ~~GAAP~~unconsolidated ~~requires~~entities ~~management~~or financial partnerships, often referred to ~~make~~as ~~estimates~~variable ~~and~~interest ~~assumptions~~entities, ~~that~~which ~~affect~~would ~~the~~have ~~reported~~been ~~amounts~~established for the purpose of ~~assets~~facilitating ~~and~~off-balance ~~liabilities~~sheet ~~and~~arrangements. ~~disclosure~~We ofhave ~~contingent assets~~not ~~and~~entered ~~liabilities~~into atany ~~the~~off-balance ~~date~~sheet offinancing ~~the~~arrangements, ~~financial~~established ~~statements~~any special ~~and~~purpose ~~the~~entities, ~~reported~~guaranteed ~~amounts~~any debt or commitments of ~~expenses~~other ~~during~~entities, ~~the~~or ~~reporting~~purchased ~~period~~any non-financial assets.

44Contractual Obligations

~~Making~~We do not have any long-term ~~estimates~~debt, ~~requires~~capital ~~management~~lease toobligations, ~~exercise~~operating ~~significant~~lease ~~judgment.~~obligations Itor islong-term atliabilities, ~~least~~other ~~reasonably~~than ~~possible~~an ~~that~~agreement to pay the ~~estimate~~Sponsor or an affiliate of the ~~effect~~Sponsor of a ~~condition~~monthly fee of $40,000 ~~situation~~for oroffice ~~set~~space, ofadministrative ~~circumstances~~and ~~that~~shared ~~existed~~personnel atsupport services to the ~~date~~Company. We ofbegan ~~the~~incurring ~~financial~~these ~~statements~~fees on November 19, ~~which~~2021 ~~management~~and ~~considered~~will incontinue ~~formulating its~~to ~~estimate,~~incur ~~could~~these ~~change~~fees inmonthly until the ~~near~~earlier ~~term~~of ~~due~~the tocompletion ~~one~~of the orBusiness ~~more~~Combination ~~future~~and ~~confirming~~our ~~events~~liquidation. ~~Accordingly,~~For the ~~actual~~year ~~results~~ended ~~could~~December ~~differ~~31, 2022, we incurred and paid $480,000 in fees for these services. ~~significantly~~For the period from ~~those~~January ~~estimates.~~1, We2021 ~~have~~(commencement ~~identified~~of ~~the~~operations) ~~following~~through asDecember ~~our~~31, ~~critical~~2021, ~~accounting~~we ~~policies:~~incurred $61,935 in fees for these services.

~~Offering~~Pursuant to a registration rights agreement entered into on November ~~Costs~~18, 2021, the holders of the Founder Shares, Private Placement Units (including securities contained therein) and warrants that may be issued upon conversion of loans made by the Sponsor or one of its affiliates have registration rights to require us to register a sale of any of our securities held by them (in the case of the Founder Shares, only after conversion to the Class A common stock). These holders are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include such securities in other registration statements we file and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. As of December 31, 2021, the Company incurred offering costs amounting to $24,712,590, consisting of $7,000,000 of underwriting fees, $17,150,000 of deferred underwriting fees, $6,860,000 of deferred advisory fees, $3,362,590 of other offering costs and a $9,660,000 reimbursement for the financial advisory fee. These offering costs are allocated between components of temporary and permanent equity based on the relative fair value of these components.45

~~Class~~The underwriter agreed to defer until consummation of the Business ACombination ~~Common~~$17,150,000 ~~Stock~~of ~~Subject~~its underwriting commissions, which equals 4.0% of the gross proceeds from the Units sold to ~~Possible~~the ~~Redemption~~public, excluding any Units purchased pursuant to the underwriter’s overallotment option, and 6.0% of the gross proceeds from the Units sold to the public pursuant to the underwriter’s overallotment option. This amount was placed in the Trust Account and will be released to the underwriter only on completion of an initial Business Combination.

We ~~account~~ ~~for~~engaged ~~our~~Cohen ~~Class~~& ACompany ~~common~~Capital ~~stock~~Markets, ~~subject~~a division of J.V.B. Financial Group, LLC (“CCM”), to ~~possible~~provide ~~redemption~~financial advisory services in ~~accordance~~connection with the ~~guidance~~Initial inPublic ~~Accounting~~Offering. We ~~Standards~~paid ~~Codification (“ASC”)~~CCM ~~Topic~~a ~~480~~fee ~~“Distinguishing~~in ~~Liabilities~~an ~~from~~amount ~~Equity~~equal to 0.”8% ~~Class~~of Athe ~~common~~aggregate ~~stock~~proceeds ~~subject~~of tothe ~~mandatory~~Initial ~~redemption~~Public Offering (excluding the proceeds of the exercise isof ~~classified~~the asoverallotment aoption) ~~liability~~net ~~instrument~~of ~~and~~underwriter’s isexpenses, ~~measured~~upon atthe ~~fair~~closing ~~value.~~of ~~Conditionally~~the ~~redeemable~~Initial ~~common~~Public ~~stock~~Offering. ~~(including~~We ~~common~~also ~~stock~~engaged CCM ~~that~~to ~~features~~act ~~redemption~~as ~~rights~~an ~~that~~advisor ~~are~~in ~~either~~connection ~~within~~with the ~~control~~Business Combination for which it will earn an advisory fee of 1.6% of the ~~holder~~proceeds orof ~~subject~~the Initial toPublic ~~redemption~~Offering ~~upon~~(excluding the ~~occurrence~~proceeds of ~~uncertain events~~the ~~not~~exercise ~~solely~~of ~~within~~the ~~our~~overallotment ~~control~~option) ispayable ~~classified~~at inclosing ~~temporary~~of ~~equity~~the Business Combination. CCM Atis ~~all~~also ~~other~~entitled ~~times,~~to ~~common~~an ~~stock~~advisory isfee ~~classified~~equal asto ~~stockholders’ equity~~2.4% ~~Our~~of ~~Class~~the Aaggregate ~~common~~proceeds ~~stock~~of ~~feature~~the ~~certain~~exercise ~~redemption~~of ~~rights~~the ~~that~~overallotment ~~are~~option, ~~considered~~payable toat the beclosing ~~outside~~ of ~~our~~the ~~control~~Business ~~and~~Combination. ~~subject~~The underwriter has agreed to ~~occurrence of~~reimburse ~~uncertain~~us ~~future~~for ~~events.~~the ~~Accordingly,~~fee atto ~~December~~CCM ~~31,~~as ~~2021,~~it becomes payable out of the underwriting 40commissions,~~250,000~~ ~~Class~~including Athe ~~common~~deferred ~~stock~~underwriting iscommissions ~~presented~~payable at ~~redemption~~closing ~~value~~of ~~as temporary~~the ~~equity~~Business Combination. Accordingly, a ~~outside~~reimbursement ofreceivable ~~the~~and ~~stockholders’~~deferred ~~deficit~~advisory ~~section~~fee of ~~our~~$6,860,000 has been reflected in the accompanying balance ~~sheet~~sheets.

WeCritical ~~recognize~~Accounting ~~changes~~Policies in redemption value immediately as they occur and adjust the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by charges against additional paid in capital and accumulated deficit. This method would view the end of the reporting period as if it were also the redemption date for the security.

~~Net~~The preparation of the financial statements in conformity with GAAP ~~Income~~requires ~~(Loss)~~management ~~per~~to ~~Common~~make ~~Stock~~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 statements and the reported amounts of expenses during the reporting periods.

~~We have~~Making ~~two~~estimates ~~classes~~requires ofmanagement ~~shares, which are referred~~ to asexercise ~~Class~~significant ~~A common stock and Class B common stock~~judgment. It ~~Earnings~~is ~~and~~at ~~losses~~least ~~are~~reasonably ~~shared~~possible ~~pro rata~~that ~~between~~ the ~~two~~estimate ~~classes~~ of ~~shares. We have not considered~~ the effect of ~~the~~a ~~warrants~~condition, ~~sold~~situation inor ~~the~~set ~~Initial~~of ~~Public~~circumstances ~~Offering~~that ~~and~~existed at the ~~Private~~date ~~Placement~~of tothe ~~purchase~~financial anstatements, ~~aggregate~~which ofmanagement ~~21,014,375~~considered ofin ~~our~~formulating ~~Class~~its Aestimate, ~~common~~could ~~stock~~change in the ~~calculation~~near ofterm ~~diluted~~due ~~loss~~to ~~per~~one ~~share, since~~or ~~their~~more ~~exercise~~future isconfirming ~~contingent~~events. ~~upon~~Accordingly, ~~future~~the ~~events.~~actual Asresults acould ~~result,~~differ ~~diluted~~significantly ~~net~~from ~~loss~~those ~~per~~estimates. ~~common~~We ~~stock~~have isidentified the following ~~same~~ as ~~basic~~our ~~net~~critical ~~loss~~accounting ~~per common stock.~~policies:

~~Recent Accounting~~Class ~~Standards~~A Common Stock Subject to Possible Redemption

~~In August~~We ~~2020,~~account ~~the~~for ~~FASB~~our ~~issued~~Class ~~Accounting~~A ~~Standards~~common ~~Update~~stock ~~(“ASU”)~~subject ~~No.~~to ~~2020-06,~~possible ~~Debt-Debt with Conversion and Other Options~~redemption ~~(Subtopic~~in ~~470-20)~~accordance ~~and~~with ~~Derivatives~~the ~~and~~guidance ~~Hedging-Contracts~~ in ~~Entity’s~~Accounting ~~Own~~Standards ~~Equity~~Codification (~~Subtopic 815-40) (~~“~~ASU 2020-06~~ASC”) ~~to simplify~~Topic ~~accounting~~480 ~~for~~“Distinguishing ~~certain~~Liabilities ~~financial instruments~~from Equity.” ~~ASU~~Class ~~2020-06~~A ~~eliminates~~common ~~the~~stock ~~current~~subject ~~models~~to ~~that~~mandatory ~~require~~redemption ~~separation~~is ofclassified ~~beneficial conversion~~as ~~and~~a ~~cash~~liability ~~conversion~~instrument ~~features from convertible instruments~~ and ~~simplifies~~is ~~the~~measured ~~derivative~~at ~~scope~~fair ~~exception guidance pertaining~~value. toConditionally ~~equity~~redeemable ~~classification~~common ofstock ~~contracts~~(including incommon anstock ~~entity’s~~that ~~own~~features ~~equity.~~redemption ~~The~~rights ~~new~~that ~~standard~~are ~~also~~within ~~introduces~~the ~~additional~~control ~~disclosures~~of ~~for~~the ~~convertible~~holder ~~debt~~or ~~and~~subject ~~freestanding~~to ~~instruments~~redemption ~~that~~upon ~~are~~the ~~indexed~~occurrence toof ~~and~~uncertain ~~settled~~events innot ansolely ~~entity’s~~within ~~own~~our ~~equity.~~control) ~~ASU~~is ~~2020-06~~classified ~~amends~~in ~~the~~temporary ~~diluted~~equity. ~~earnings~~At ~~per~~all ~~share~~other ~~guidance~~times, ~~including~~common ~~the~~stock ~~requirement~~is toclassified ~~use~~as ~~the~~stockholders’ ~~if-converted~~equity. ~~method~~Our ~~for~~Class ~~all~~A ~~convertible~~common ~~instruments.~~stock ~~ASU~~features ~~2020-06~~certain isredemption ~~effective~~rights ~~January~~that 1,are ~~2024~~considered ~~and~~to ~~should~~ be ~~applied~~outside onof aour ~~full~~control orand ~~modified~~subject ~~retrospective~~to ~~basis,~~occurrence ~~with~~of ~~early~~uncertain ~~adoption~~future ~~permitted~~events. ~~beginning~~Accordingly, onat ~~January~~December 131, 2022 and 2021., ~~The~~40,250,000 ~~Company~~shares isof ~~currently~~Class ~~assessing~~A ~~the~~common ~~impact,~~stock ifare ~~any,~~presented ~~that~~at ~~ASU~~redemption ~~2020-06~~value ~~would~~as ~~have~~temporary onequity, ~~its~~outside ~~financial~~of ~~position,~~the ~~results~~stockholders’ deficit section of ~~operations or~~our ~~cash~~balance ~~flows~~sheets.

We recognize changes in redemption value immediately as they dooccur ~~not~~and ~~believe~~adjust ~~that~~the ~~any~~carrying ~~other~~value ~~recently~~of ~~issued,~~redeemable ~~but~~Class ~~not~~A ~~yet~~common ~~effective,~~stock ~~accounting~~to ~~standards,~~equal ifthe ~~currently~~redemption ~~adopted,~~value ~~would~~at ~~have~~the aend ~~material~~of each reporting period. ~~effect~~Increases onor decreases in the ~~Company’s~~carrying ~~financial~~amount ~~statements~~of redeemable Class A common stock are affected by charges against additional paid in capital and accumulated deficit. This method would view the end of the reporting period as if it were also the redemption date for the security.

~~Item 7A.~~Net ~~QUANTITATIVE~~Income ~~AND~~(Loss) ~~QUALITATIVE~~Per ~~DISCLOSURES~~Common ~~ABOUT MARKET RISK~~Stock

~~As a~~We ~~smaller~~have ~~reporting~~two ~~company~~classes of shares, wewhich are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. We have not ~~required~~considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to ~~provide~~purchase an aggregate of 21,014,375 shares of our Class A common stock in the ~~information~~calculation ~~required~~of bydiluted ~~this~~net ~~Item~~income (loss) per share, since their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share.

45Recent Accounting Standards

~~Item 8~~In August 2020, the FASB issued ASU No. ~~FINANCIAL~~2020-06, ~~STATEMENTS~~“Debt—Debt with ~~AND~~Conversion ~~SUPPLEMENTARY~~and ~~DATA~~Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

~~This information appears following Item 15 of this Annual Report and is included herein by reference.~~46

~~Item 9.~~We ~~CHANGES~~do INnot ~~AND~~believe ~~DISAGREEMENTS~~that ~~WITH~~any ~~ACCOUNTANTS~~other ONrecently ~~ACCOUNTING~~issued, ~~AND~~but ~~FINANCIAL~~not ~~DISCLOSURE~~yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

~~None~~Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Item 9A.~~As ~~CONTROLS~~a ~~AND~~smaller ~~PROCEDURES~~reporting company, we are not required to provide the information required by this Item.

~~Evaluation of~~Item ~~Disclosure~~8. ~~Controls~~FINANCIAL ~~and~~STATEMENTS ~~Procedures~~AND SUPPLEMENTARY DATA.

~~Disclosure controls~~This ~~are~~information ~~procedures~~appears ~~that~~following ~~are~~Item ~~designed~~15 ~~with the objective~~ of ~~ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as~~ this Annual Report, ~~is recorded, processed, summarized,~~ and ~~reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information~~ is ~~accumulated and~~included ~~communicated~~herein toby ~~our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure~~reference. Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that as of December 31, 2021, our disclosure controls and procedures were effective.

~~We do~~Item ~~not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud~~9. ~~Disclosure~~CHANGES ~~controls~~IN ~~and procedures,~~AND noDISAGREEMENTS ~~matter~~WITH ~~how~~ACCOUNTANTS ~~well~~ON ~~conceived~~ACCOUNTING ~~and~~AND ~~operated,~~FINANCIAL can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.DISCLOSURE

~~Management’s Report on Internal Controls Over Financial Reporting~~None.

~~This Annual~~Item ~~Report~~9A. ~~does~~CONTROLS ~~not~~AND include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.PROCEDURES

~~Changes in~~Evaluation ~~Internal~~of ~~Control~~Disclosure ~~Over~~Controls ~~Financial~~and ~~Reporting~~Procedures

~~There~~Disclosure controls are procedures ~~were~~that noare ~~changes~~designed with the objective of ensuring that information required to be disclosed in our ~~internal~~reports ~~control~~filed ~~over~~under ~~financial~~the ~~reporting~~Exchange (Act, such as ~~such~~this ~~term~~Annual Report, is ~~defined~~recorded, processed, summarized, and reported within the time period specified in ~~Rules~~the ~~13a-15(f)~~SEC’s rules and ~~15d-15(f)~~forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the ~~Exchange~~chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding ~~Act)~~required ~~during~~disclosure. Our management evaluated, with the ~~most~~participation ~~recent~~of ~~fiscal~~our ~~quarter~~chief ~~that~~executive ~~have~~officer ~~materially~~and ~~affected~~chief financial officer (our “Certifying Officers”), orthe ~~are~~effectiveness ~~reasonably~~of ~~likely~~our disclosure controls and procedures as of December 31, 2022, pursuant to ~~materially~~Rule 13a-15(b) under ~~affect~~the Exchange Act. Based upon that evaluation, our ~~internal~~Certifying Officers concluded that as of December 31, 2022, our disclosure controls ~~control~~and ~~over~~procedures ~~financial~~were ~~reporting~~effective.

~~Item 9B~~We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. ~~OTHER~~Disclosure ~~INFORMATION~~controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~None.~~Management’s Report on Internal Controls Over Financial Reporting

Our ~~Item~~management 9Cis responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. ~~DISCLOSURE~~Because ~~REGARDING~~of ~~FOREIGN~~its ~~JURISDICTIONS~~inherent ~~THAT~~limitations, ~~PREVENT~~internal ~~INSPECTIONS~~control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~None~~Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). Based on this assessment, management believes that, as of December 31, 2022, our internal control over financial reporting was effective.

46This Report does not include an attestation report of our independent registered public accounting firm, because as an “emerging growth company” under the JOBS Act our independent registered public accounting firm is not required to issue such an attestation report.

~~PART III~~Changes in Internal Control Over Financial Reporting

~~Item 10.~~There ~~DIRECTORS~~were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, ~~EXECUTIVE~~or ~~OFFICERS~~are reasonably likely to materially affect, ~~AND~~our ~~CORPORATE~~internal ~~GOVERNANCE~~control over financial reporting.

~~Directors and~~Item ~~Executive~~9B. ~~Officers~~OTHER INFORMATION

~~Our directors and executive officers are as follows:~~None.

Name	Age	Title
Daniel G. Cohen	52	Chairman of the Board
Ryan M. Gilbert	48	President, Chief Executive Officer and Director
Joseph W. Pooler, Jr.	56	Chief Financial Officer
Rochael S. Adranly	50	Director
Lynn C. Eisenhart	43	Director
Stephen E. Lefkovits	55	Director
Volker G. Berl	49	Director

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~Daniel G~~None. Cohen has served as our Chairman of the Board since December 2020, as the Chairman of the Board of INSU III since October 2020, as the Chairman of the Board of INSU IV since November 2020, as Chairman of the Board of FTAC Parnassus since December 2020 and as a member of the Board of Directors of Perella Weinberg Partners since June 2021. Previously, he served as the Chairman of the Board of INSU I from December 2018 to October 2020 and as the Chairman of the Board of INSU II from January 2019 to February 2021. Since February 2018, Mr. Cohen has served as the Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC, and has, since September 2013, served as the President and Chief Executive of the European Business of Cohen & Company Inc. (NYSE American: COHN), a financial services company with approximately $2.24 billion in assets under management as of September 30, 2021, and as President, a director and the Chief Investment Officer of Cohen & Company Inc.’s indirect majority owned subsidiary, Cohen & Company Financial Limited (formerly known as EuroDekania Management Limited), a Financial Conduct Authority regulated investment advisor and broker dealer focusing on the European capital markets (“CCFL”). Mr. Cohen served as Vice Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC from September 2013 to February 2018. Mr. Cohen served as the Chief Executive Officer and Chief Investment Officer of Cohen & Company Inc. from December 2009 to September 2013 and as the Chairman of the Board of Directors from October 2006 to September 2013. Mr. Cohen served as the executive Chairman of Cohen & Company Inc. from October 2006 to December 2009. In addition, Mr. Cohen served as the Chairman of the Board of Managers of Cohen & Company, LLC from 2001 to September 2013, as the Chief Investment Officer of Cohen & Company, LLC from October 2008 to September 2013, and as Chief Executive Officer of Cohen & Company, LLC from December 2009 to September 2013. Mr. Cohen served as the Chairman and Chief Executive Officer of J.V.B. Financial Group, LLC (formerly C&Co/PrinceRidge Partners LLC), Cohen & Company Inc.’s indirect broker dealer subsidiary (“JVB”), from July 2012 to September 2013. He previously served as the Chairman of The Bancorp Inc. (“Bancorp”) (NASDAQ: TBBK) and Chairman of the Executive Committee of Bancorp’s Board of Directors from its inception in 1999 until October 2021. Mr. Cohen also previously served as Vice-Chairman of Bancorp Bank’s Board of Directors and Chairman of its Executive Committee. He had previously been Chairman of Bancorp Bank’s Board of Directors from September 2000 to November 2003 and, from July 2000 to September 2000, had been Bancorp Bank’s Chief Executive Officer. Mr. Cohen has served as the Chief Executive Officer of FinTech V since October 2020, as the Chief Executive Officer of FinTech VI since November 2020, and as President and Chief Executive Officer of FTAC Hera since January 2021. Mr. Cohen previously served as a director and Chief Executive Officer of FinTech II from May 2015 until July 2018, as Chief Executive Officer of FinTech III from March 2017 to October 2020 and as Chief Executive Officer of FinTech IV from June 2019 to June 2021. He previously served as a director of FinTech I from November 2013 until July 2016, as FinTech I’s President and Chief Executive Officer from August 2014 until July 2016, and as FinTech I’s Executive Vice President from July 2014 through August 2014. He previously served as Chief Executive Officer of RAIT Financial Trust (“RAIT”) from December 2006, when it merged with Taberna Realty Finance Trust (“Taberna”), to February 2009, and served as a trustee from the date RAIT acquired Taberna until his resignation from that position in February 2010. Mr. Cohen was Chairman of the Board of Trustees of Taberna from its inception in March 2005 until its December 2006 acquisition by RAIT, and its Chief Executive Officer from March 2005 to December 2006. Mr. Cohen served as a director of Star Asia, a joint venture investing in Asian commercial real estate, from February 2007 to February 2014 and as a director of Muni Funding Company of America, LLC, a company investing in middle-market non-profit organizations, from April 2007 to June 2011. Mr. Cohen is a member of the Academy of the University of Pennsylvania, a member of the Visiting Committees for the Humanities and a member of the Paris Center of the University of Chicago. Mr. Cohen is also a Trustee of the List College Board of the Jewish Theological Seminary, a member of the board of the Columbia Global Center in Paris, a Trustee of the Paideia Institute and a Trustee of the Arete Foundation. Our board has determined that Mr. Cohen’s extensive experience in the financial services industry generally, as well as extensive experience in operating financial services companies in a public company environment, qualifies him to serve as a member of our board of directors.

~~Ryan M.~~PART ~~Gilbert has~~III been our President and Chief Executive Officer since December 2020 and a director since November 2021. Mr. Gilbert has also been the President and Chief Executive Officer of FTAC Parnassus since December 2020. From June 2020 to June 2021, he was the President, Chief Executive Officer and a director of FTAC Olympus. Mr. Gilbert brings over 20 years of global financial services expertise as an entrepreneur, angel investor, venture investor, and advisor spanning payments, remittances, credit, insurance, and compliance. Mr. Gilbert is founder and General Partner of Launchpad Capital, a venture capital fund. He was most recently a General Partner at Propel Venture Partners, a venture capital fund backed by BBVA Group. He currently serves on the boards of directors of Propel Venture Partners portfolio companies, including Guideline, Inc., Grabango Co. and Steady Platform, Inc. Since July 2015, he has served as an independent director of bKash Limited, Bangladesh’s largest provider of mobile financial services that serves over 45 million users. He has also served as a director of River City Bank, a $3.6 billion community bank based in Sacramento, CA, since October 2012, and served as a director of The Reserve Trust Company, a non-depository Colorado chartered Trust Company, from May 2020 to June 2021. Mr. Gilbert previously served as Chief Executive Officer of BillFloat, Inc. (dba SmartBiz Loans), a consumer finance service company that he co-founded in September 2009. He continues to serve as SmartBiz Loans’ Executive Chairman. He was previously co-founder and Chief Executive Officer of real estate payments company PropertyBridge (acquired by MoneyGram International in 2007). Mr. Gilbert graduated from the University of the Witwatersrand in Johannesburg, South Africa, and is member of the State Bar of California. Our board has determined that Mr. Gilbert’s extensive experience in the financial services industry qualifies him to serve as a member of our board of directors.

~~Joseph W.~~Item ~~Pooler, Jr~~10., ~~has served as our Chief Financial Officer since December 2020~~DIRECTORS, asEXECUTIVE ~~Chief Financial Officer of INSU III since October 2020~~OFFICERS, as ~~Chief~~AND ~~Financial~~CORPORATE ~~Officer of INSU IV since November 2020 and as Chief Financial Officer of FTAC Parnassus since December 2020~~GOVERNANCE. Mr. Pooler previously served as Chief Accounting Officer and Treasurer of INSU I from March 2018 to October 2020 and as Chief Financial Officer and Treasurer of INSU II from July 2020 to February 2021. He has served as Executive Vice President, Chief Financial Officer and Treasurer of Cohen & Company Inc. since December 2009, as Cohen & Company, LLC’s Chief Financial Officer since November 2007 and as Chief Administrative Officer since May 2007. From July 2006 to November 2007, Mr. Pooler also served as Senior Vice President of Finance of Cohen & Company, LLC. From November 2007 to March 2009, Mr. Pooler also served as Chief Financial Officer of Muni Funding Company of America, LLC, a company investing in middle-market non-profit organizations. Prior to joining Cohen & Company, LLC, from 1999 to 2005, Mr. Pooler held key management positions at Pegasus Communications Corporation (now known as The Pegasus Companies, Inc. (OTC: PEGX)), which operated in the direct broadcast satellite television and broadcast television station segments. While at Pegasus, Mr. Pooler held various positions including Chief Financial Officer, Principal Accounting Officer and Senior Vice President of Finance. From 1993 to 1999, Mr. Pooler held various management positions with MEDIQ, Incorporated, including Corporate Controller, Director of Operations and Director of Sales Support.

~~Independent~~ Directors and Executive Officers

~~Rochael S.~~Our ~~Adranly has~~directors ~~been a director since November 2021. Ms. Adranly is a Partner~~ and ~~Chief~~executive ~~Legal~~officers ~~Officer~~are ~~at IDEO LP, a global design and innovation company, where she has served in numerous roles both inside and outside of the company since December 2004. Through her role~~ as Chief Legal Officer of IDEO, Ms. Adranly also has oversight for D4V (Design for Ventures), a Tokyo-based venture capital firm that invests in disruptive, consumer and enterprise technology startups, as well as in IDEO CoLab Distributed Web Fund I, a distributed web fund. She is also a strategic advisor to IDEO CoLab Ventures. Before IDEO, Ms. Adranly was in private practice. She also previously served as an advisor to FTAC Olympus. Ms. Adranly has been featured in Modern Counsel magazine for her role as a creative counselor, as well as in GC Magazine as a lawyer who “thinks like a designer.” In 2017, she was chosen by the Financial Times as one of 20 top general counsel worldwide. Ms. Adranly received a BA in Psychology and BS in Political Science from Texas Christian University, a JD and LLM from Duke University School of Law. We believe that Ms. Adranly’s experience advising technology and innovation companies qualifies her to be a member of our board of directors.follows:

Stephen E. Lefkovits has been a director since November 2021. Mr. Lefkovits is a partner with RealtyCom Partners, LLC, a multifamily housing telecommunications consulting firm, with which he has been affiliated since 2007. Concurrently, Mr. Lefkovits has owned Joshua Tree Conference Group and served as its executive producer since 2007. From 2001 to 2007, he was President of Joshua Tree Consulting, a strategy and operations consultancy serving the owners of large apartment portfolios and their key strategic partners. Before that, Mr. Lefkovits was a Senior Vice President for Technology Initiatives for BRE Properties, a publicly traded real estate investment trust, and Vice President for Finance and Technology of the National Multi Housing Council. In 2014, he was appointed by California Governor Jerry Brown to the San Francisco Region Water Quality Control Board, where he continues to serve. Mr. Lefkovits received a BA in Economics from Yale University and an MA in Domestic Policy from Princeton University. We believe that Mr. Lefkovits’ experience in strategy and technology consulting qualifies him to be a member of our board of directors.

Name	Age	Title
Daniel G. Cohen	53	Chairman of the Board
Ryan M. Gilbert	49	President, Chief Executive Officer and Director
Joseph W. Pooler, Jr.	57	Chief Financial Officer
Rochael S. Adranly	51	Director
Lynn C. Eisenhart	44	Director
Stephen E. Lefkovits	56	Director
Volker G. Berl	50	Director

48Daniel G. Cohen has served as our Chairman of the Board since December 2020, as the Chairman of the Board of INSU Acquisition Corp. III (“INSU III”) since October 2020, as Chairman of the Board of FTAC Parnassus Acquisition Corp. (“FTAC Parnassus”) since December 2020 and as a member of the Board of Directors of Perella Weinberg Partners since June 2021. Previously, he served as the Chairman of the Board of INSU I from December 2018 to October 2020 and as the Chairman of the Board of INSU II from January 2019 to February 2021. Since February 2018, Mr. Cohen has served as the Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC, and has, since September 2013, served as the President and Chief Executive of the European Business of Cohen & Company Inc. (NYSE American: COHN), a financial services company with approximately $2.15 billion in assets under management as of September 30, 2022, and as President, a director and the Chief Investment Officer of Cohen & Company Inc.’s indirect majority owned subsidiary, Cohen& Company Financial Limited (formerly known as EuroDekania Management Limited), a Financial Conduct Authority regulated investment advisor and broker dealer focusing on the European capital markets (“CCFL”). Mr. Cohen served as Vice Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC from September 2013 to February 2018. Mr. Cohen served as the Chief Executive Officer and Chief Investment Officer of Cohen & Company Inc. from December 2009 to September 2013 and as the Chairman of the Board of Directors from October 2006 to September 2013. Mr. Cohen served as the executive Chairman of Cohen & Company Inc. from October 2006 to December 2009. In addition, Mr. Cohen served as the Chairman of the Board of Managers of Cohen & Company, LLC from 2001 to September 2013, as the Chief Investment Officer of Cohen & Company, LLC from October 2008 to September 2013, and as Chief Executive Officer of Cohen & Company, LLC from December 2009 to September 2013. Mr. Cohen served as the Chairman and Chief Executive Officer of J.V.B. Financial Group, LLC (formerly C&Co/PrinceRidge Partners LLC), Cohen & Company Inc.’s indirect broker dealer subsidiary (“JVB”), from July 2012 to September 2013. He previously served as the Chairman of The Bancorp Inc. (“Bancorp”) (NASDAQ: TBBK) and Chairman of the Executive Committee of Bancorp’s Board of Directors from its inception in 1999 until October 2021. Mr. Cohen also previously served as Vice-Chairman of Bancorp Bank’s Board of Directors and Chairman of its Executive Committee. He had previously been Chairman of Bancorp Bank’s Board of Directors from September 2000 to November 2003 and, from July 2000 to September 2000, had been Bancorp Bank’s Chief Executive Officer. Mr. Cohen has served as the Chief Executive Officer of FinTech Acquisition Corp. V since October 2020, as the Chief Executive Officer of FinTech Acquisition Corp. VI since November 2020, and as President and Chief Executive Officer of FTAC Hera Acquisition Corp. since January 2021. Mr. Cohen previously served as a director and Chief Executive Officer of FinTech II from May 2015 until July 2018, as Chief Executive Officer of FinTech III from March 2017 to October 2020 and as Chief Executive Officer of FinTech IV from June 2019 to June 2021. He previously served as a director of FinTech I from November 2013 until July 2016, as FinTech I’s President and Chief Executive Officer from August 2014 until July 2016, and as FinTech I’s Executive Vice President from July 2014 through August 2014. He previously served as Chief Executive Officer of RAIT Financial Trust (“RAIT”) from December 2006, when it merged with Taberna Realty Finance Trust (“Taberna”), to February 2009, and served as a trustee from the date RAIT acquired Taberna until his resignation from that position in February 2010. Mr. Cohen was Chairman of the Board of Trustees of Taberna from its inception in March 2005 until its December 2006 acquisition by RAIT, and its Chief Executive Officer from March 2005 to December 2006. Mr. Cohen served as a director of Star Asia, a joint venture investing in Asian commercial real estate, from February 2007 to February 2014 and as a director of Muni Funding Company of America, LLC, a company investing in middle-market non-profit organizations, from April 2007 to June 2011. Mr. Cohen is a member of the Academy of the University of Pennsylvania, a member of the Visiting Committees for the Humanities and a member of the Paris Center of the University of Chicago. Mr. Cohen is also a Trustee of the List College Board of the Jewish Theological Seminary, a member of the board of the Columbia Global Center in Paris, a Trustee of the Paideia Institute and a Trustee of the Arete Foundation. Our board has determined that Mr. Cohen’s extensive experience in the financial services industry generally, as well as extensive experience in operating financial services companies in a public company environment, qualifies him to serve as a member of our board of directors.

Lynn C. Eisenhart has been a director since November 2021. Ms. Eisenhart has been part of the leadership team for the Bill & Melinda Gates Foundation’s $2.5 billion Strategic Investment Fund since August 2019. From May 2018 to October 2019 she worked as a strategic advisor to Gates Foundation Co-Chair, Melinda Gates. Ms. Eisenhart also spent seven years on the ‘Financial Services for the Poor’ team at the Gates Foundation, working to provide unbanked individuals with digital financial services in Bangladesh, India, and Pakistan. Since September 2014 she has served as the Gates Foundation’s observer to the board of bKash, a Bangladesh-based fintech platform serving over 40 million Bangladeshis. Prior to joining the Gates Foundation, Ms. Eisenhart worked in corporate strategy at T-Mobile from 2009 to 2011, in retail banking and payments at Washington Mutual (now JP Morgan Chase) from 2006 to 2009, and also as a technology management consultant at Accenture from 2000 to 2004. She served as a member of the board of directors of FTAC Olympus from August 2020 until June 2021. Ms. Eisenhart received her BS degree in Foreign Service from Georgetown University and her MBA from Yale University. We believe that Ms. Eisenhart’s breadth of experience in various aspects of the financial services industry qualifies her to be a member of our board of directors.48

~~Volker G~~Ryan M. ~~Berl~~Gilbert has been our President and Chief Executive Officer since December 2020 and a director since November 2021. DrMr. Gilbert ~~Berl~~ has also been anthe ~~avid~~President ~~serial~~and ~~investor~~Chief ~~and~~Executive ~~venture~~Officer ~~builder~~of FTAC Parnassus since ~~2009~~December 2020. ~~He is~~From ~~the~~June 2020 ~~Founder~~to June 2021, ~~Managing~~he ~~Partner~~was &the President, Chief Executive Officer ofand ~~New~~a ~~Age~~director ~~Ventures,~~of aFTAC ~~venture~~Olympus. ~~studio~~Mr. Gilbert ~~with~~brings aover ~~portfolio~~20 years of ~~earlier~~global ~~stage~~financial services ~~and~~expertise ~~actively~~as ~~managed~~an ~~investments~~entrepreneur, ~~across~~angel ~~healthcare~~investor, ~~medical~~venture ~~devices~~investor, ~~digital~~and ~~health,~~advisor ~~clean/climate~~spanning ~~tech~~payments, ~~consumer tech~~remittances, ~~deep tech~~credit, ~~applied artificial intelligence~~insurance, and ~~more~~compliance. Mr. ~~Berl~~Gilbert ~~currently~~is ~~serves~~founder asand aGeneral ~~director~~Partner ~~for~~of ~~Gaussin~~Launchpad ~~S.A.~~Capital, ~~(EPA:ALGAU)~~a ~~(since~~venture ~~2006),~~capital ~~Leaderlease S~~fund.A. ~~(since~~He ~~2015),~~was ~~OrthogenRx,~~most ~~Inc.~~recently ~~(since~~a ~~2015),~~General ~~Venock,~~Partner ~~Inc.~~at Propel ~~(since~~Venture ~~2017)~~Partners, ~~Emoshape,~~a ~~Inc.~~venture ~~(since~~capital ~~2020),~~fund ~~and~~backed ~~Standard~~by ~~Lithium~~BBVA ~~Ltd~~Group. ~~(NYSE: SLI)~~He ~~since~~currently ~~2021.~~serves Heon isthe ~~also~~boards anof ~~advisor~~directors toof ~~various~~Propel ~~private~~Venture Partners portfolio companies., ~~Before~~including ~~that~~Guideline, ~~from~~Inc., ~~2002~~Grabango toCo. ~~2005~~and Steady Platform, heInc. ~~held~~Since ~~positions~~July 2015, inhe ~~manufacturing~~has served as ~~and~~an ~~process~~independent ~~R&D~~director ~~and~~of inbKash ~~global~~Limited, ~~new~~Bangladesh’s ~~business~~largest ~~development~~provider atof ~~BASF~~mobile ~~AG.~~financial Inservices ~~2006,~~that heserves ~~was~~over ~~Vice~~45 million users. ~~President~~He ~~Equity~~has ~~Research~~also ~~Pharmaceuticals for~~served ~~Deutsche~~as ~~Bank,~~a ~~and~~director ~~Chief~~of ~~Technology~~River ~~Officer~~City ~~for~~Bank, ~~bioscience~~a ~~company~~$3.6 billion ~~Zymes~~community ~~LLC~~bank ~~from~~based ~~2007~~in toSacramento, ~~2009.~~CA, ~~Dr.~~since ~~Berl~~October 2012, and ~~holds~~served anas ~~M.B.A.~~a indirector ~~General Management~~of ~~from~~The ~~Concordia~~Reserve ~~University~~Trust ~~(Canada)~~Company, a ~~post~~non-~~doctoral~~depository ~~chemistry~~Colorado ~~fellowship~~chartered ~~from~~Trust ~~Stanford~~Company, ~~University~~from ~~(USA),~~May 2020 ato PhJune 2021.D Mr. Gilbert inpreviously ~~Chemistry from~~served ~~the~~as ~~University~~Chief Executive Officer of ~~Strasbourg~~BillFloat, Inc. (~~France~~dba SmartBiz Loans), a ~~Masters~~consumer finance service company that he co-founded in ~~Chemical~~September 2009. ~~Engineering~~He ~~from~~continues ~~the~~to ~~École~~serve ~~Nationale~~as ~~Supérieure~~SmartBiz deLoans’ ~~Chimie, Polymères~~Executive etChairman. ~~Matériaux~~He ~~(France),~~was previously co-founder and anChief ~~M.Sc.~~Executive inOfficer ~~Chemistry~~of ~~from~~real ~~the~~estate ~~Eidgenössische~~payments ~~Technische~~company ~~Hochschule~~PropertyBridge (~~Switzerland~~acquired by MoneyGram International in 2007). ~~Our~~Mr. Gilbert ~~board~~graduated ~~has~~from ~~determined~~the ~~that~~University ~~Dr.~~of ~~Berl’s~~the ~~extensive~~Witwatersrand ~~and~~in ~~successful~~Johannesburg, ~~venture~~South ~~capital~~Africa, ~~investing~~and ~~experience~~is asmember ~~well~~of asthe ~~his~~State ~~rich~~Bar ~~experience~~of California. asOur aboard ~~private~~has ~~and~~determined ~~public~~that ~~company~~Mr. Gilbert’s ~~director~~extensive ~~and~~experience ~~audit~~in ~~committee~~the ~~member~~financial services industry qualifies him to serve as a member of our board of directors.

~~Number~~Joseph W. Pooler, Jr., has served as our Chief Financial Officer since December 2020, as Chief Financial Officer of INSU III since October 2020, and as ~~Terms~~Chief Financial Officer of ~~Office~~FTAC Parnassus since December 2020. Mr. Pooler previously served as Chief Accounting Officer and Treasurer of ~~Officers~~INSU I from March 2018 to October 2020 and ~~Directors~~as Chief Financial Officer and Treasurer of INSU II from July 2020 to February 2021. He has served as Executive Vice President, Chief Financial Officer and Treasurer of Cohen & Company Inc. since December 2009, as Cohen & Company, LLC’s Chief Financial Officer since November 2007 and as Chief Administrative Officer since May 2007. From July 2006 to November 2007, Mr. Pooler also served as Senior Vice President of Finance of Cohen & Company, LLC. From November 2007 to March 2009, Mr. Pooler also served as Chief Financial Officer of Muni Funding Company of America, LLC, a company investing in middle-market non-profit organizations. Prior to joining Cohen& Company, LLC, from 1999 to 2005, Mr. Pooler held key management positions at Pegasus Communications Corporation (now known as The Pegasus Companies, Inc. (OTC: PEGX)), which operated in the direct broadcast satellite television and broadcast television station segments. While at Pegasus, Mr. Pooler held various positions including Chief Financial Officer, Principal Accounting Officer and Senior Vice President of Finance. From 1993 to 1999, Mr. Pooler held various management positions with MEDIQ, Incorporated, including Corporate Controller, Director of Operations and Director of Sales Support.

~~Our board~~Independent of directors is divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. The term of office of the first class of directors, consisting of Lynn Eisenhart, Rochael Adranly and Stephen Lefkovits, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Daniel Cohen, Ryan Gilbert and Volker Berl, will expire at our second annual meeting of stockholders.Directors

~~Collectively,~~Rochael S. Adranly has ~~through~~been ~~their~~a ~~positions~~director ~~described~~since ~~above~~November 2021. Ms. Adranly is a Partner and Chief Legal Officer at IDEO LP, ~~our~~a ~~officers~~global design and ~~directors~~innovation ~~have~~company, where ~~extensive~~she ~~experience~~has served in ~~public~~numerous ~~companies~~roles both inside and inoutside of the ~~financial~~company since December 2004. Through her role as Chief Legal Officer of IDEO, Ms. Adranly also has oversight for D4V (Design for Ventures), a Tokyo-based venture capital firm that invests in disruptive, consumer and enterprise technology ~~industry~~startups, as well as in IDEO CoLab Distributed Web Fund I, a distributed web fund. ~~These~~She ~~individuals~~is ~~play~~also a ~~key~~strategic advisor to IDEO CoLab Ventures. Before IDEO, Ms. Adranly was in private practice. She also previously served as an advisor to FTAC Olympus. Ms. Adranly has been featured in Modern Counsel magazine for her role as a creative counselor, as well as in ~~identifying~~GC ~~and~~Magazine ~~evaluating~~as ~~prospective~~a ~~acquisition~~lawyer ~~candidates~~who “thinks like a designer.” In 2017, ~~selecting~~she was chosen by the Financial Times as one of 20 top general counsel worldwide. Ms. Adranly ~~target~~received ~~businesses,~~a BA in Psychology and ~~structuring~~BS in Political Science from Texas Christian University, ~~negotiating~~a JD and ~~consummating~~LLM ~~their~~from ~~acquisition~~Duke University School of Law. We believe that Ms. Adranly’s experience advising technology and innovation companies qualifies her to be a member of our board of directors.

~~Delinquent~~Stephen E. Lefkovits has ~~Section~~been ~~16(~~a) ~~Reports~~director since November 2021. Mr. Lefkovits is a partner with RealtyCom Partners, LLC, a multifamily housing telecommunications consulting firm, with which he has been affiliated since 2007. Concurrently, Mr. Lefkovits has owned Joshua Tree Conference Group and served as its executive producer since 2007. From 2001 to 2007, he was President of Joshua Tree Consulting, a strategy and operations consultancy serving the owners of large apartment portfolios and their key strategic partners. Before that, Mr. Lefkovits was a Senior Vice President for Technology Initiatives for BRE Properties, a publicly traded real estate investment trust, and Vice President for Finance and Technology of the National Multi Housing Council. In 2014, he was appointed by California Governor Jerry Brown to the San Francisco Region Water Quality Control Board, where he continues to serve. Mr. Lefkovits received a BA in Economics from Yale University and an MA in Domestic Policy from Princeton University. We believe that Mr. Lefkovits’ experience in strategy and technology consulting qualifies him to be a member of our board of directors.

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded class of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers, directors, and greater-than-ten-percent stockholders are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms that they file.49

~~Based solely~~Lynn ~~upon~~C. Eisenhart has been a ~~review~~director since November 2021. Ms. Eisenhart has been part of ~~Forms~~the 3leadership ~~and~~team ~~Forms~~for 4the ~~furnished~~Bill & Melinda Gates Foundation’s $2.5 billion Strategic Investment Fund since August 2019. From May 2018 to October 2019 she worked as a strategic advisor to Gates Foundation Co-Chair, Melinda Gates. Ms. Eisenhart also spent seven years on the ~~Company~~‘Financial ~~during~~Services for the ~~most~~Poor’ ~~recent~~team ~~fiscal~~at the ~~year~~Gates Foundation, ~~and~~working ~~Forms~~to 5provide unbanked individuals with ~~respect~~digital tofinancial services in Bangladesh, India, and Pakistan. Since ~~its~~September ~~most~~2014 ~~recent~~she ~~fiscal~~has ~~year~~served as the Gates Foundation’s observer to the board of bKash, wea ~~believe~~Bangladesh-based fintech ~~that~~platform serving ~~all~~over ~~such~~40 million ~~forms~~Bangladeshis. ~~required~~Prior to bejoining ~~filed~~the ~~pursuant~~Gates Foundation, Ms. Eisenhart worked in corporate strategy at T-Mobile from 2009 to ~~Section~~2011, 16in retail banking and payments at Washington Mutual (anow JP Morgan Chase) offrom ~~the~~2006 ~~Exchange~~to ~~Act~~2009, ~~were~~and ~~timely~~also as a technology management ~~filed~~consultant byat Accenture from 2000 to 2004. She served as a member of the ~~officers,~~board of directors, of FTAC Olympus from August 2020 until June 2021. Ms. Eisenhart received her BS degree in Foreign Service from Georgetown University and ~~security~~her ~~holders~~MBA ~~required~~from toYale ~~file~~University. ~~the~~We ~~same~~believe that ~~during~~Ms. Eisenhart’s breadth of experience in various aspects of the ~~fiscal~~financial ~~year~~services ~~ended~~industry ~~December~~qualifies ~~31,~~her ~~2021~~to be a member of our board of directors.

49Volker G. Berl has been a director since November 2021. Dr. Berl has been an avid serial investor and venture builder since 2009. He is the Founder, Managing Partner & Chief Executive Officer of New Age Ventures, a venture studio with a portfolio of earlier stage and actively managed investments across healthcare, medical devices, digital health, clean/climate tech, consumer tech, deep tech, applied artificial intelligence, and more. Mr. Berl currently serves as a director for Gaussin S.A. (EPA:ALGAU) (since 2006), Leaderlease S.A. (since 2015), OrthogenRx, Inc. (since 2015), Venock, Inc. (since 2017), Emoshape, Inc. (since 2020), and Standard Lithium Ltd. (NYSE: SLI) since 2021. He is also an advisor to various private companies. Before that, from 2002 to 2005, he held positions in manufacturing and process R&D and in global new business development at BASF AG. In 2006, he was Vice President Equity Research Pharmaceuticals for Deutsche Bank, and Chief Technology Officer for bioscience company Zymes LLC from 2007 to 2009. Dr. Berl holds an M.B.A. in General Management from Concordia University (Canada), a post-doctoral chemistry fellowship from Stanford University (USA), a Ph.D. in Chemistry from the University of Strasbourg (France), a Masters in Chemical Engineering from the École Nationale Supérieure de Chimie, Polymères et Matériaux (France), and an M.Sc. in Chemistry from the Eidgenössische Technische Hochschule (Switzerland). Our board has determined that Dr. Berl’s extensive and successful venture capital investing experience as well as his rich experience as a private and public company director and audit committee member qualifies him to serve as a member of our board of directors.

~~Board Committees~~Number and Terms of Office of Officers and Directors

~~Audit~~Our board of directors is ~~Committee~~divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. The term of office of the first class of directors, consisting of Lynn Eisenhart, Rochael Adranly and Stephen Lefkovits, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Daniel Cohen, Ryan Gilbert and Volker Berl, will expire at our second annual meeting of stockholders.

~~Subject to~~Collectively, ~~phase-in rules~~through ~~and~~their positions adescribed ~~limited exception~~above, ~~the~~our ~~rules~~officers ~~of NASDAQ~~ and ~~Section~~directors ~~10A~~have ofextensive ~~the~~experience ~~Exchange~~in ~~Act~~public ~~require~~companies ~~that~~and in the ~~audit~~financial ~~committee~~technology industry. ofThese aindividuals ~~listed~~play ~~company~~a bekey ~~comprised~~role ~~solely~~in ofidentifying ~~independent~~and ~~directors.~~evaluating Weprospective ~~have~~acquisition ~~established~~candidates, anselecting ~~audit committee of~~ the ~~board~~target ~~of directors~~businesses, ~~which~~and ~~consists of Rochael Adranly~~structuring, ~~Lynn~~negotiating ~~Eisenhart~~ and ~~Volker~~consummating ~~Berl,~~their ~~all of whom meet the independent director standard under NASDAQ’s listing standards and under Rule 10A-3(b)(1) of the Exchange Act~~acquisition. ~~Mr. Berl serves as Chairman of our audit committee.~~

~~The audit~~Delinquent ~~committee’s~~Section ~~duties,~~16(a) ~~which are specified in our Audit Committee Charter, include, but are not limited to:~~Reports

●Section ~~reviewing~~16(a) ~~and~~of ~~discussing~~the ~~with~~Exchange Act ~~management~~requires our executive officers and ~~the~~directors, ~~independent~~and ~~registered~~persons ~~public~~who ~~accounting~~own ~~firm~~more than ten percent of any publicly traded class of our ~~annual~~equity securities, ~~audited~~to ~~financial~~file ~~statements~~reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers, directors, and ~~recommending~~greater-than-ten-percent tostockholders are required by the ~~board~~SEC’s ~~whether~~regulations to furnish the ~~audited~~Company ~~financial~~with ~~statements~~copies ~~should~~of beall ~~included~~Section 16(a) informs ~~our~~that ~~Form~~they ~~10-K;~~file.

●Based ~~discussing~~solely ~~with~~upon ~~management~~a review of Forms 3 and Forms 4 furnished to the ~~independent~~Company ~~registered~~during ~~public~~the ~~accounting~~most ~~firm~~recent ~~significant~~fiscal ~~financial~~year, ~~reporting~~and ~~issues~~Forms 5 with respect to its most recent fiscal year, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers, directors, and ~~judgments~~security ~~made~~holders inrequired ~~connection~~to ~~with~~file the ~~preparation~~same ofduring ~~our~~the ~~financial~~fiscal ~~statements;~~year ended December 31, 2022.

~~● discussing with management major risk assessment and risk management policies;~~50

●Board ~~monitoring~~Committees ~~the independence of the independent registered public accounting firm;~~

●Audit ~~verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;~~Committee

●Subject ~~reviewing~~to phase-in rules and ~~approving~~a limited exception, the rules of NASDAQ and Section 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. We have established an audit committee of the board of directors, which consists of Rochael Adranly, Lynn Eisenhart and Volker Berl, all ~~related~~of whom meet the independent director standard under NASDAQ’s listing standards and under Rule 10A-~~party~~3(b)(1) ~~transactions;~~of the Exchange Act. Mr. Berl serves as Chairman of our audit committee.

●The ~~inquiring~~audit ~~and~~committee’s duties, ~~discussing~~which ~~with~~are ~~management~~specified in our ~~compliance~~Audit ~~with~~Committee ~~applicable~~Charter, ~~laws~~include, ~~and~~but ~~regulations;~~are not limited to:

● ~~pre-approving~~reviewing ~~all audit services~~ and ~~permitted~~discussing ~~non-audit~~with ~~services~~management toand bethe ~~performed by our~~ independent registered public accounting firm, ~~including~~our ~~the~~annual ~~fees~~audited financial statements, and ~~terms~~recommending ofto the ~~services~~board towhether the audited financial statements should be ~~performed~~included in our Form 10-K;

● ~~appointing~~discussing orwith ~~replacing~~management and the independent registered public accounting firm significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

● ~~determining~~discussing ~~the~~with ~~compensation~~management ~~and~~major ~~oversight~~risk ofassessment ~~the~~and ~~work~~risk ~~of the independent registered public accounting firm (including resolution of disagreements between~~ management ~~and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work~~policies;

● ~~establishing~~monitoring ~~procedures for~~ the ~~receipt,~~independence ~~retention and treatment~~ of ~~complaints~~the ~~received~~independent byregistered uspublic ~~regarding~~ accounting, ~~internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies~~firm; ~~and~~

● ~~approving~~verifying ~~reimbursement~~the rotation of ~~expenses~~the ~~incurred~~lead by(or ~~our~~coordinating) ~~management~~audit ~~team~~partner inhaving ~~identifying~~primary ~~potential~~responsibility ~~target~~for ~~businesses.~~the audit and the audit partner responsible for reviewing the audit as required by law;

~~Financial Expert~~● onreviewing ~~Audit~~and ~~Committee~~approving all related-party transactions;

~~The audit~~● ~~committee~~inquiring will at all times be composed exclusively of directors who are “financially literate” as defined under NASDAQ’s listing standards. The NASDAQ listing standards define “financially literate” as being able to read and ~~understand~~discussing ~~fundamental financial~~with ~~statements,~~management ~~including~~our acompliance ~~company’s~~with ~~balance~~applicable ~~sheet,~~laws ~~income statement~~ and ~~cash flow statement.~~regulations;

~~In addition,~~● wepre-approving ~~must~~all ~~certify~~audit toservices ~~the NASDAQ Global Market that the committee has,~~ and ~~will~~permitted ~~continue~~non-audit services to ~~have,~~be atperformed ~~least~~by ~~one~~our ~~member~~independent ~~who~~registered ~~has past~~public ~~employment experience in finance or~~ accounting, ~~requisite professional certification in accounting~~firm, orincluding ~~other comparable experience or background that results in~~ the ~~individual’s~~fees ~~financial~~and ~~sophistication.~~terms ~~We have determined that Mr. Berl satisfies NASDAQ’s definition~~ of ~~financial~~the ~~sophistication~~services ~~and~~to ~~also~~be ~~qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.~~performed;

~~Compensation Committee~~● appointing or replacing the independent registered public accounting firm;

~~We have~~● ~~established~~determining athe compensation ~~committee~~and oversight of the ~~board~~work of ~~directors,~~the ~~which~~independent ~~consists~~registered ofpublic ~~Lynn~~accounting ~~Eisenhart~~firm ~~and~~(including ~~Stephen~~resolution ~~Lefkovits,~~of ~~each~~disagreements ~~of whom~~between ~~meets~~management and the independent ~~director~~registered ~~standard~~public ~~under~~accounting ~~NASDAQ’s~~firm ~~listing~~regarding ~~standards~~financial ~~and under Rule 10A-3(b~~reporting)~~(1)~~ offor the ~~Exchange~~purpose ~~Act.~~of ~~Mr. Lefkovits~~preparing ~~serves~~or asissuing ~~Chairman~~an ofaudit ~~our~~report ~~compensation~~or ~~committee.~~related work;

50● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

~~The compensation~~● ~~committee’s~~approving ~~duties,~~reimbursement ~~which~~of ~~are~~expenses ~~specified~~incurred inby our ~~Compensation~~management ~~Committee~~team ~~Charter,~~in ~~include,~~identifying ~~but~~potential ~~are~~target ~~not limited to:~~businesses.

●Financial ~~reviewing~~Expert ~~and approving~~ on anAudit annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; ● reviewing and approving the compensation of all of our other executive officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and ● monitoring compliance with the requirements under the Sarbanes-Oxley Act relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits.Committee

~~Notwithstanding the~~The ~~foregoing,~~audit ~~other~~committee ~~than~~will ~~the~~at all ~~payment~~times tobe ~~our~~composed ~~sponsor~~exclusively ~~or its affiliate~~ of ~~$40,000~~directors ~~per~~who ~~month,~~are ~~for~~“financially upliterate” toas 21defined ~~months,~~under ~~for~~NASDAQ’s ~~office~~listing ~~space, administrative~~standards. ~~and~~The ~~shared~~NASDAQ ~~personnel~~listing ~~support~~standards ~~services,~~define at“financially ~~the~~literate” ~~option~~as ofbeing ~~our~~able ~~management team, a customary advisory fee, if any,~~ to ~~affiliates~~read ~~of our sponsor at the closing of our initial business combination, in an amount that constitutes a market standard advisory fee for comparable transactions~~ and ~~services~~understand ~~provided,~~fundamental ~~payment of customary fees for~~ financial ~~advisory services (including to CCM)~~statements, ~~and reimbursement of expenses, no~~ ~~compensation of any kind,~~ including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to complete the consummation of a ~~business~~ ~~combination.~~company’s ~~Any~~balance ~~advisory fee payable to an affiliate of our sponsor will be negotiated on an arms-length basis and will require the approval of our audit committee. Accordingly~~sheet, itincome isstatement ~~likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review~~ and ~~recommendation~~cash offlow ~~any compensation arrangements to be entered into in connection with the initial business combination~~statement.

~~The~~In addition, we must certify ~~charter~~to ~~also~~the ~~provides~~NASDAQ Global Market that the ~~compensation~~ committee ~~may~~has, inand ~~its~~will ~~sole~~continue ~~discretion~~to have, ~~retain~~at orleast ~~obtain~~one ~~the~~member ~~advice~~who ofhas apast ~~compensation~~employment ~~consultant,~~experience ~~legal~~in ~~counsel~~finance or ~~other~~accounting, ~~adviser~~requisite ~~and~~professional ~~will~~certification bein ~~directly~~accounting, ~~responsible~~or ~~for~~other ~~the~~comparable ~~appointment,~~experience ~~compensation~~or ~~and~~background ~~oversight~~that ofresults in the ~~work~~individual’s offinancial ~~any such adviser~~sophistication. ~~However,~~We ~~before~~have ~~engaging~~determined orthat ~~receiving~~Mr. ~~advice~~Berl ~~from~~satisfies aNASDAQ’s ~~compensation~~definition ~~consultant,~~of ~~external~~financial sophistication ~~legal~~and ~~counsel~~also orqualifies ~~any~~as ~~other~~an ~~adviser,~~“audit ~~the compensation~~ committee ~~will~~financial ~~consider the independence of each such adviser~~expert,” ~~including~~as ~~the~~defined ~~factors~~under ~~required~~rules byand ~~NASDAQ~~regulations ~~and~~of the SEC.

~~Other Board~~Compensation ~~Committees~~Committee

We do ~~not~~ have established a ~~standing nominating~~ compensation committee. ~~In accordance with Rule 5605(e)(2)~~ of the ~~NASDAQ~~board ~~Rules, a majority~~ of ~~the independent~~ directors, ~~may~~which ~~recommend~~consists aof ~~director~~Lynn ~~nominee~~Eisenhart ~~for~~and ~~selection~~Stephen byLefkovits, ~~the~~each ~~board~~ of ~~directors.~~whom ~~The~~meets ~~board of directors believes that~~ the independent director ~~directors~~standard ~~can~~under ~~satisfactorily~~NASDAQ’s ~~carry~~listing ~~out~~standards ~~the~~and ~~responsibility~~under ofRule ~~properly~~10A-3(b)(1) ~~selecting~~of ~~or approving director nominees without~~ the ~~formation of~~Exchange aAct. ~~standing nominating committee~~Mr. AsLefkovits ~~there~~serves isas noChairman ~~standing~~of ~~nominating~~our compensation committee~~, we do not have a nominating committee charter in place~~.

~~Code of Conduct and Ethics~~ 51

~~We have~~The ~~adopted~~compensation ~~a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities~~committee’s ~~laws~~duties, ~~a copy of~~ which isare ~~filed~~specified asin ~~an exhibit to this Annual Report. We will make a printed copy of~~ our ~~code~~Compensation ofCommittee ~~conduct and ethics available to any stockholder who so requests. Requests for a printed copy may be directed to us as follows: FTAC Zeus Acquisition Corp.~~Charter, ~~2929 Arch Street~~include, ~~Suite~~but ~~1703,~~are ~~Philadelphia,~~not PAlimited ~~19104 Attention~~to: ~~Secretary.~~

51● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; ● reviewing and approving the compensation of all of our other executive officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and ● monitoring compliance with the requirements under the Sarbanes-Oxley Act relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits.

~~Item 11~~Notwithstanding the foregoing, other than the payment to our sponsor or its affiliate of $40,000 per month, up to the end of the completion window , for office space, administrative and shared personnel support services, at the option of our management team, a customary advisory fee, if any, to affiliates of our sponsor at the closing of our initial business combination, in an amount that constitutes a market standard advisory fee for comparable transactions and services provided, payment of customary fees for financial advisory services (including to CCM), and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to complete the consummation of a business combination. ~~EXECUTIVE~~Any ~~COMPENSATION~~advisory fee payable to an affiliate of our sponsor will be negotiated on an arms-length basis and will require the approval of our audit committee. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with the initial business combination.

~~None of~~The ~~our~~charter ~~officers~~also orprovides that ~~directors~~the ~~have received any cash~~ compensation ~~from~~committee ~~us for services rendered to us. No compensation of any kind~~may, ~~including finder’s~~in ~~and~~its ~~consulting~~sole ~~fees will be paid to our sponsor~~discretion, ~~executive~~retain ~~officers, and directors,~~ or ~~any~~obtain ~~entity with which they are affiliated, for services rendered prior to or in connection with~~ the ~~consummation~~advice of ana ~~initial~~compensation ~~business~~consultant, ~~combination~~legal ~~other~~counsel ~~than (i) our~~or ~~sponsor’s~~other ~~allocation~~adviser ofand ~~25,000~~will ~~founder~~be ~~shares~~directly toresponsible ~~each~~for ~~independent director; (ii) repayment of loans made to us prior to~~ the ~~date of~~appointment, ~~the~~compensation ~~initial public offering by our sponsor to cover offering-related~~ and ~~organization~~oversight ~~expenses; (iii) repayment~~ of ~~loans~~the ~~that our~~work ~~sponsor, members~~ of ~~our management team or~~ any of their respective affiliates may make to finance transaction costs in connection with an intended initial business combination (provided that if we do not consummate an initial business combination, we may use working capital held outside the trust account to repay such ~~loaned~~adviser. ~~amounts~~However, ~~but no proceeds from our trust account would be used for such repayment);~~ ~~(iv)~~before ~~payments~~engaging ~~to our sponsor~~ or ~~its~~receiving ~~affiliate~~advice offrom a ~~total~~compensation ~~of $40~~consultant,~~000~~ ~~per~~external ~~month~~legal ~~for~~counsel ~~office~~or ~~space, administrative and shared personnel support services; (v) at the closing of our initial business combination, at the option of our management team, a customary advisory fee, if~~ any, toother ~~affiliates of our sponsor~~adviser, ~~in an amount that constitutes a market standard advisory fee for comparable transactions and services provided (~~the ~~fees~~compensation of which are not currently estimable and have no established limits); (vi) payment of customary fees for financial advisory services (including to CCM); and (vii) to reimburse for any out-of-pocket expenses related to identifying, investigation and completing an initial business combination. The audit committee will ~~approve~~consider ~~all~~the ~~payments~~independence ~~in excess~~ of ~~$5,000~~each tosuch ~~any initial stockholder~~adviser, ~~sponsor,~~ ~~our~~including ~~directors~~the ~~and~~factors ~~officers~~required orby ~~our~~NASDAQ ~~or their affiliates. Any advisory fee payable to an affiliate of our sponsor will be negotiated on an arms-length basis~~ and ~~will require~~ the ~~approval of our audit committee~~SEC.

~~After the~~Other ~~consummation~~Board of our initial business combination, directors or members of our management team who remain in one of those capacities may be paid director, consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the post-combination business to determine executive and director compensation.Committees

~~Any~~We do not have a standing ~~compensation~~nominating tocommittee. beIn ~~paid~~accordance towith ~~our~~Rule 5605(e)(2) ~~officers~~of ~~will~~the beNASDAQ ~~determined~~Rules, ora ~~recommended~~majority toof the independent directors may recommend a director nominee for selection by the board of directors. ~~for~~The ~~determination,~~board ~~either~~of bydirectors abelieves ~~compensation~~that the independent directors can satisfactorily ~~committee~~carry ~~constituted~~out ~~solely~~the byresponsibility ~~independent~~of ~~directors~~properly selecting or byapproving adirector ~~majority~~nominees ofwithout the ~~independent~~formation ~~directors~~of ona ~~our~~standing ~~board~~nominating ofcommittee. As ~~directors~~there is no standing nominating committee, we do not have a nominating committee charter in place.

~~We do~~Code ~~not intend to take any action to ensure that members~~ of ~~our~~Conduct ~~management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers~~ and ~~directors~~Ethics may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business although we do not believe that the ability of our management to remain with us after the consummation of an initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

~~Compensation~~We have adopted a code of ~~Committee~~conduct ~~Interlocks~~and ethics applicable to our directors, officers and ~~Insider~~employees ~~Participation~~in accordance with applicable federal securities laws, a copy of which is filed as an exhibit to this Annual Report. We will make a printed copy of our code of conduct and ethics available to any stockholder who so requests. Requests for a printed copy may be directed to us as follows: FTAC Zeus Acquisition Corp., 2929 Arch Street, Suite 1703, Philadelphia, PA 19104 Attention: Secretary.

No member of the compensation committee serves or served during the fiscal year ended December 31, 2021, as a member of the board of directors or compensation committee of a company that has one or more executive officers serving as a member of our Board or compensation committee.52

Item 12 11. ~~SECURITY~~EXECUTIVE ~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~COMPENSATION.

~~The~~None of our officers or directors ~~following~~have ~~table~~received ~~sets~~any ~~forth~~cash ~~information~~compensation ~~regarding~~from us for services rendered to us. No compensation of any kind, including finder’s and consulting fees will be paid to our sponsor, executive officers, and directors, or any entity with which they are affiliated, for services rendered prior to or in connection with the ~~beneficial~~consummation ~~ownership~~of an initial business combination other than (i) our sponsor’s allocation of 25,000 founder shares to each independent director; (ii) repayment of loans made to us prior to the date of the initial public offering by our sponsor ~~common~~to ~~stock~~cover asoffering-related and organization expenses; (iii) repayment of ~~March~~loans 22that our sponsor, ~~2022~~members of our management team or any of their respective affiliates may make to finance transaction costs in connection with an intended initial business combination (provided that if we do not consummate an initial business combination, ~~by:~~we may use working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment); (iv) payments to our sponsor or its affiliate of a total of $40,000 per month for office space, administrative and shared personnel support services; (v) at the closing of our initial business combination, at the option of our management team, a customary advisory fee, if any, to affiliates of our sponsor, in an amount that constitutes a market standard advisory fee for comparable transactions and services provided (the fees of which are not currently estimable and have no established limits); (vi) payment of customary fees for financial advisory services (including to CCM); and (vii) to reimburse for any out-of-pocket expenses related to identifying, investigation and completing an initial business combination. The audit committee will approve all payments in excess of $5,000 to any initial stockholder, sponsor, our directors and officers or our or their affiliates. Any advisory fee payable to an affiliate of our sponsor will be negotiated on an arms-length basis and will require the approval of our audit committee.

●After ~~each~~the ~~person~~consummation ~~known~~of our byinitial usbusiness tocombination, directors or members of our management team who remain in one of those capacities may be paid director, consulting, management or other fees from the ~~beneficial~~combined ~~owner~~company ofwith ~~more~~any ~~than~~and 5%all ofamounts ~~our~~being ~~outstanding~~fully ~~shares~~disclosed ofto ~~common~~stockholders, ~~stock;~~to ●the extent ~~each~~then ofknown, in the tender offer materials or proxy solicitation materials furnished to our ~~named~~stockholders ~~executive~~in ~~officers~~connection ~~and~~with ~~directors~~a ~~that~~proposed business ~~beneficially~~combination. ~~owns~~It ~~shares~~is unlikely the amount of ~~our~~such ~~common~~compensation ~~stock;~~will ~~and~~be ●known ~~all~~at ~~our~~the ~~executive~~time, ~~officers~~as ~~and~~it will be up to the directors asof athe post-combination ~~group~~business to determine executive and director compensation.

~~The table~~Any ~~below~~compensation ~~represents~~to ~~beneficial~~be ~~ownership of Class A common stock, Class B common stock and Class A common stock and Class B common~~paid ~~stock~~to ~~voting~~our ~~together~~officers aswill abe ~~single class~~determined, ~~and~~or isrecommended ~~reported~~to ~~in accordance with~~ the ~~beneficial~~board ~~ownership rules~~ of ~~the~~directors ~~SEC~~for ~~under~~determination, ~~which~~either aby ~~person is deemed to be the beneficial owner of~~ a ~~security~~compensation ifcommittee ~~that~~constituted solely ~~person~~by ~~has~~independent ordirectors ~~shares voting power~~ or ~~investment~~by ~~power~~a ~~with~~majority ~~respect~~of ~~to such security or has~~ the ~~right~~independent todirectors ~~acquire~~on ~~such~~our ~~ownership~~board ~~within 60 days. The table does not reflect record or beneficial ownership~~ of ~~any outstanding warrants as no warrants are exercisable within 60 days~~directors.

~~The~~We do not intend to take any ~~beneficial~~action ~~ownership~~to ensure that members of our management team maintain their positions with us after the ~~Company’s~~consummation ~~voting~~of ~~common~~our ~~stock~~initial business combination, although it is ~~based~~possible onthat ~~42,028,750~~some ~~shares~~or all of ~~Class A~~our ~~common~~executive ~~stock~~officers ~~outstanding~~ and ~~14,009,583~~directors ~~shares~~may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of ~~Class~~any Bsuch ~~common~~employment ~~stock~~or ~~outstanding,~~consulting ~~except~~arrangements asmay ~~otherwise~~influence our ~~indicated~~management’s motivation in identifying or selecting a target business although we do not believe that the ability of our management to remain with us after the consummation of an initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

52Compensation Committee Interlocks and Insider Participation

~~Unless otherwise~~No ~~indicated,~~member weof ~~believe~~the ~~that~~compensation committee ~~all~~serves ~~persons~~or ~~named~~served induring the ~~table~~fiscal ~~have~~year ~~sole~~ended ~~voting~~December ~~and~~31, ~~investment~~2022, ~~power~~as ~~with~~a ~~respect~~member toof ~~all~~the ~~shares~~board of directors or compensation committee of ~~common~~a ~~stock~~company ~~beneficially~~that ~~owned~~has byone ~~them~~or more executive officers serving as a member of our Board or compensation committee.

	Class A Common Stock					Class B Common Stock					Combined Voting Power(2)
Name and Address of Beneficial Owners	Number		% of class			Number		% of class			Number		% of class
Directors and Executive Officers:(1)
Daniel G. Cohen(3)		1,778,750		4.2	%		14,009,583		100.0	%		15,788,333		28.2	%
Ryan M. Gilbert(3)		1,778,750		4.2	%		14,009,583		100.0	%		15,788,333		28.2	%
Joseph W. Pooler, Jr.		–		–			–		–			–		–
Rochael S. Adranly(5)		–		–			–		–			–		–
Lynn C. Eisenhart(5)		–		–			–		–			–		–
Stephen E. Lefkovits(5)		–		–			–		–			–		–
Volker G. Berl(5)		–		–			–		–			–		–
All directors and executive officers as a group (seven individuals)		1,778,750		4.2	%		14,009,583		100.0	%		15,788,333		28.2	%
5% or Greater Beneficial Owners:
Saba Capital Management, L.P.(6)		3,620,065		8.6	%		–		–			3,620,065		6.5	%
FTAC Zeus Sponsor, LLC(4)		1,778,750		4.2	%		7,215,000		51.5	%		8,993,750		16.0	%
FTAC Zeus Advisors, LLC(4)		–		–			6,794,583		48.5	%		6,794,583		12.1	%

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

*The ~~Less~~following ~~than~~table 1sets ~~percent.~~forth information regarding the beneficial ownership of our common stock as of March 13, 2023, by:

1.● ~~Unless~~each ~~otherwise~~person ~~noted,~~known by us to be the ~~business~~beneficial ~~address~~owner of more than 5% of our outstanding shares of common stock; ● each of ~~the~~our ~~following~~named ~~individuals~~executive isofficers ~~c/o~~and ~~FTAC~~directors ~~Zeus~~that ~~Acquisition~~beneficially ~~Corp.,~~owns ~~2929~~shares ~~Arch~~of ~~Street,~~our ~~Suite~~common ~~1703,~~stock; ~~Philadelphia,~~and PA● ~~19104~~all our executive officers and directors as a group.

2.The ~~Represents~~table ~~the~~below ~~percentage~~represents beneficial ownership of ~~voting~~Class ~~power~~A ofcommon ~~our~~stock, Class B common stock and Class A common stock and Class B common stock voting together as a single class., ~~Shares~~and ofis ~~Class~~reported Bin ~~common~~accordance ~~stock~~with ~~will~~the ~~automatically~~beneficial ~~convert~~ownership ~~into~~rules ~~shares~~ of ~~Class~~the ASEC ~~common~~under ~~stock~~which ata person is deemed to be the beneficial ~~time~~owner of ~~our~~a ~~initial~~security ~~business~~if ~~combination~~that onperson ahas ~~one-for-one~~or ~~basis,~~shares ~~subject~~voting power or investment power with respect to ~~certain~~such ~~adjustments~~security ~~described~~or inhas ~~our~~the right ~~charter~~to ~~documents~~acquire such ownership within 60 days. The table does not reflect record or beneficial ownership of any outstanding warrants as no warrants are exercisable within 60 days.

3.The ~~Shares~~beneficial ~~are~~ownership ~~held~~of the ~~directly~~Company’s byvoting ~~FTAC~~common ~~Zeus~~stock ~~Sponsor,~~is ~~LLC~~based (1on 42,~~778~~028,750 shares of Class A common stock ~~and~~outstanding ~~7,215,000 shares of Class B common stock)~~ and ~~FTAC Zeus Advisors~~14, ~~LLC (6~~009,~~794,~~583 shares of Class B common stock), ~~each of which is managed by Daniel G. Cohen and Ryan M. Gilbert. Mr. Cohen and Mr. Gilbert disclaim beneficial ownership of these securities~~outstanding, except toas ~~the~~otherwise ~~extent of his pecuniary interest therein~~indicated.

4. Shares are held directly by FTAC Zeus Sponsor, LLC and FTAC Zeus Advisors, LLC, each of which is managed by Daniel G. Cohen and Ryan M. Gilbert. Certain of our officers and directors are members of our sponsor, but none has any voting or investment power over the shares held by our sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.53

5.Unless ~~This~~otherwise ~~individual~~indicated, we isbelieve athat ~~member~~all ofpersons ~~our~~named ~~sponsor,~~in ~~but~~the ~~does~~table ~~not~~ have sole voting orand investment power ~~over~~with ~~the~~respect to all shares ~~held~~of bycommon ~~our~~stock ~~sponsor~~beneficially owned by them.

6. Based on information contained in a Schedule 13G/A filed on February14, 2022 by Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Mr. Boaz R. Weinstein. The address of the business office of each of the reporting persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

	Class A Common Stock					Class B Common Stock					Combined Voting Power⁽²⁾
Name and Address of Beneficial Owners	Number		% of class			Number		% of class			Number		% of class

Directors and Executive Officers:⁽¹⁾
Daniel G. Cohen⁽³⁾		1,778,750		4.2	%		14,009,583		100.0	%		15,788,333		28.2	%
Ryan M. Gilbert⁽³⁾		1,778,750		4.2	%		14,009,583		100.0	%		15,788,333		28.2	%
Joseph W. Pooler, Jr.		–		–			–		–			–		–
Rochael S. Adranly⁽⁵⁾		–		–			–		–			–		–
Lynn C. Eisenhart⁽⁵⁾		–		–			–		–			–		–
Stephen E. Lefkovits⁽⁵⁾		–		–			–		–			–		–
Volker G. Berl⁽⁵⁾		–		–			–		–			–		–
All directors and executive officers as a group (seven individuals)		1,778,750		4.2	%		14,009,583		100.0	%		15,788,333		28.2	%

5% or Greater Beneficial Owners:
Saba Capital Management, L.P.⁽⁶⁾		3,570,365		8.5	%		–		–			3,570,365		6.4	%
FTAC Zeus Sponsor, LLC⁽⁴⁾		1,778,750		4.2	%		7,215,000		51.5	%		8,993,750		16.0	%
FTAC Zeus Advisors, LLC⁽⁴⁾		–		–			6,794,583		48.5	%		6,794,583		12.1	%

53* Less than 1 percent.

~~Item 13~~1. ~~CERTAIN~~Unless ~~RELATIONSHIPS~~otherwise ~~AND~~noted, ~~RELATED~~the ~~TRANSACTIONS~~business address of each of the following individuals is c/o FTAC Zeus Acquisition Corp., ~~AND~~2929 ~~DIRECTOR~~Arch ~~INDEPENDENCE~~Street, Suite 1703, Philadelphia, PA 19104.

~~Related Party~~2. ~~Policy~~Represents the percentage of voting power of our Class A common stock and Class B common stock voting together as a single class. Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to certain adjustments described in our charter documents.

~~We have~~3. ~~adopted~~Shares aare ~~code~~held ofdirectly ~~conduct~~by ~~and~~FTAC ~~ethics~~Zeus ~~requiring~~Sponsor, usLLC ~~to avoid~~(1,778,750 ~~wherever~~shares ~~possible,~~of ~~all~~Class ~~conflicts~~A ofcommon ~~interests~~stock and 7,215,000 ~~except~~shares ~~under~~of ~~guidelines or~~Class ~~resolutions~~B ~~approved~~common bystock) ~~our~~and ~~board~~FTAC ofZeus ~~directors~~Advisors, LLC (or6,794,583 ~~the~~shares ~~appropriate~~of ~~committee~~Class ofB ~~the~~common ~~board~~stock), oreach asof ~~disclosed~~which inis ~~our~~managed ~~public~~by ~~filings~~Daniel ~~with the SEC~~G. ~~Under~~Cohen ~~our~~and ~~code~~Ryan ofM. ~~conduct~~Gilbert. ~~and~~Mr. ~~ethics,~~Cohen ~~conflict~~and ofMr. ~~interest~~Gilbert ~~situations~~disclaim ~~include~~beneficial ~~any~~ownership ~~financial~~of ~~transaction~~these securities, ~~arrangement~~except orto ~~relationship (including~~the ~~any~~extent ~~indebtedness or guarantee~~ of ~~indebtedness)~~his ~~involving~~pecuniary ~~the~~interest ~~Company~~therein.

~~In addition,~~4. ~~our~~Shares ~~audit~~are ~~committee,~~held ~~pursuant~~directly toby ~~the~~FTAC ~~Audit~~Zeus ~~Committee Charter~~Sponsor, isLLC ~~responsible for reviewing~~ and ~~approving~~FTAC ~~related~~Zeus ~~party~~Advisors, ~~transactions to~~LLC, ~~the~~each ~~extent that we enter into such transactions. An affirmative vote~~ of ~~a majority of the members of the audit committee present at a meeting at~~ which ~~a quorum~~ is ~~present~~managed ~~will~~by beDaniel ~~required~~G. inCohen ~~order~~and toRyan ~~approve~~M. ~~a related party transaction~~Gilbert. ~~Without~~Certain aof ~~meeting,~~our ~~the~~officers ~~unanimous written~~and ~~consent~~directors ofare ~~all of the~~ members of ~~the~~our ~~audit~~sponsor, ~~committee~~but ~~will~~none behas ~~required~~any tovoting ~~approve~~or ainvestment ~~related~~power ~~party~~over ~~transaction. We~~the ~~also~~shares ~~require each~~held ofby our ~~directors and officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions~~sponsor. ~~These~~ ~~procedures~~Each ~~are~~such ~~intended~~entity toor ~~determine~~person ~~whether~~disclaims any ~~such~~beneficial ~~related~~ownership ~~party~~of ~~transaction impairs~~ the ~~independence of~~reported ashares ~~director~~other orthan ~~presents~~to ~~a conflict of interest on~~ the ~~part~~extent of aany ~~director,~~pecuniary ~~employee~~interest orthey ~~officer.~~may ~~Our~~have ~~audit committee reviews on a quarterly basis all payments that were made to our sponsor~~therein, ~~officers~~directly or ~~directors, or our or their affiliates~~indirectly.

~~Founder~~ 5. This individual is a member of our sponsor, but does not have voting or investment power over the shares held by our sponsor.

~~In February~~6. ~~2021,~~Based ~~our~~on ~~sponsor~~information ~~purchased~~contained ~~17,333,333~~in ~~founder~~a ~~shares~~Schedule ~~for~~13G/A anfiled ~~aggregate~~on ~~purchase price of $25~~February14,~~000.~~ In2023 ~~October~~by ~~2021,~~Saba ~~our~~Capital ~~sponsor transferred back to us 5~~Management,~~302,500~~ ~~founder shares for no consideration~~L. ~~In November 2021~~P., ~~we effected~~ a ~~stock~~Delaware ~~dividend~~limited ofpartnership ~~0.1644733 shares of~~(“Saba ~~Class~~Capital”), BSaba ~~common~~Capital ~~stock~~Management ~~for~~GP, ~~each~~LLC, ~~share~~a ofDelaware ~~Class~~limited Bliability ~~common~~company ~~stock~~(“Saba ~~outstanding~~GP”), ~~before~~and ~~the dividend~~Mr. AsBoaz aR. ~~result, our initial stockholders hold 14,009,583 founder shares~~Weinstein. The ~~number~~address of ~~founder shares was determined based on~~ the ~~expectation~~business ~~that~~office ~~the founder shares would represent 25%~~ of ~~the~~each ~~aggregate~~ of ~~our founder shares,~~ the ~~placement~~reporting ~~shares~~persons ~~and~~is ~~our~~405 ~~issued~~Lexington ~~and~~Avenue, ~~outstanding~~58th ~~public~~Floor, ~~shares~~New ~~after~~York, ~~the~~New ~~initial public~~York ~~offering~~10174. ~~The founder shares represent 100% of our issued and outstanding shares of Class B common stock.~~

Our sponsor and our officers and directors have agreed not to transfer, assign or sell any of their founder shares (except to permitted transferees) (i) with respect to 25% of such shares, until consummation of our initial business combination, (ii) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a business combination, (iii) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a business combination, and (iv) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of a business combination or earlier, in any case, if, following a business combination, we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, in connection with an initial business combination, the initial holders may transfer, assign or sell their founder shares with our consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth in the prior sentence.54

~~Simultaneously with~~Related ~~the~~Party initial public offering, our sponsor purchased an aggregate of 1,778,750 placement units at a price of $10.00 per unit for an aggregate purchase price of $17,787,500. Each placement unit consists of one placement share and one-half of one placement warrant to purchase one share of our Class A common stock exercisable at $11.50. The proceeds from the placement units and the proceeds from the initial public offering (initially totaling $408,537,500 ($10.15 per unit)) are held in the trust account. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, placement shares or placement warrants, which will expire worthless if we do not complete an initial business combination. Policy

~~The placement~~We ~~warrants~~have ~~are~~adopted ~~identical~~a tocode ~~the~~of conduct ~~warrants~~and ~~included~~ethics inrequiring ~~the~~us ~~units~~to ~~sold~~avoid, inwherever ~~the~~possible, ~~initial~~all ~~public~~conflicts ~~offering~~of interests, except ~~that~~under ifguidelines ~~held~~or byresolutions ~~the~~approved ~~initial~~by ~~purchasers~~our orboard ~~their~~of ~~permitted~~directors ~~transferees, they~~ (~~including~~or ~~our~~the ~~common~~appropriate ~~stock~~committee ~~issuable upon exercise~~ of the ~~placement warrants~~board) ~~may~~ ~~not,~~or ~~subject~~as todisclosed ~~certain~~in ~~limited~~our ~~exceptions,~~public befilings ~~transferred,~~with ~~assigned or sold by~~ the ~~holders~~SEC. ~~until~~Under 30our ~~days after the consummation~~code of ~~our~~conduct ~~initial~~and ~~business~~ethics, ~~combination.~~conflict ~~There~~of ~~are~~interest nosituations ~~redemption~~include ~~rights~~any orfinancial ~~liquidating~~transaction, ~~distributions~~arrangement ~~with~~or ~~respect~~relationship to(including ~~the~~any ~~founder shares,~~indebtedness ~~placement shares~~ or ~~warrants,~~guarantee ~~which~~of ~~will~~indebtedness) ~~expire~~involving ~~worthless~~the ~~if we do not complete an initial business combination~~Company.

54In addition, our audit committee, pursuant to the Audit Committee Charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. We also require each of our directors and officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

~~Promissory Note~~Founder ~~— Related Party~~shares

~~Prior~~In toFebruary ~~the~~2021, ~~closing~~our sponsor purchased 17,333,333 founder shares for an aggregate purchase price of ~~the~~$25,000. ~~initial~~In ~~public~~October ~~offering~~2021, our sponsor ~~loaned~~ transferred back to us ~~$246~~5,~~112~~302,500 founder shares for ~~expenses~~no ~~related~~consideration. toIn ~~our~~November ~~formation~~2021, ~~and~~we ~~the~~effected ~~initial~~a ~~public~~stock ~~offering~~dividend of 0.1644733 shares ~~The~~of ~~loan~~Class ~~was~~B ~~non-interest~~common ~~bearing~~stock for each share of Class B common stock outstanding before the dividend. As a result, ~~unsecured~~our ~~and~~initial ~~due~~stockholders hold 14,009,583 founder shares. The number of founder shares was determined based on the ~~earlier~~expectation ofthat ~~March~~the ~~31,~~founder ~~2022~~shares orwould represent 25% of the ~~closing~~aggregate of our founder shares, the placement shares and our issued and outstanding public shares after the initial public offering. The ~~loan~~founder ~~was~~shares represent ~~repaid~~100% ~~following~~of ~~the~~our ~~closing~~issued ofand ~~the~~outstanding ~~initial public~~shares ~~offering~~of onClass ~~November~~B ~~23,~~common ~~2021~~stock.

~~Related~~Our sponsor and our officers ~~Party~~and ~~Loans~~directors have agreed not to transfer, assign or sell any of their founder shares (except to permitted transferees) (i) with respect to 25% of such shares, until consummation of our initial business combination, (ii) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a business combination, (iii) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a business combination, and (iv) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of a business combination or earlier, in any case, if, following a business combination, we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, in connection with an initial business combination, the initial holders may transfer, assign or sell their founder shares with our consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth in the prior sentence.

~~In order~~Private to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we consummate an initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to the Company. If we do not consummate an initial business combination, we may use a portion of any working capital held outside the trust account to repay such loaned amounts; however, no proceeds from the trust account may be used for such repayment. If such funds are insufficient to repay the loan amounts, the unpaid amounts would be forgiven. Up to $2,000,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the business combination. The units would be identical to the placement units. There were no working capital loans outstanding as of December 31, 2021.Placement

~~Registration~~Simultaneously with the initial ~~Rights~~public offering, our sponsor purchased an aggregate of 1,778,750 placement units at a price of $10.00 per unit for an aggregate purchase price of $17,787,500. Each placement unit consists of one placement share and one-half of one placement warrant to purchase one share of our Class A common stock exercisable at $11.50. The proceeds from the placement units and the proceeds from the initial public offering (initially totaling $408,537,500 ($10.15 per unit)) are held in the trust account. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, placement shares or placement warrants, which will expire worthless if we do not complete an initial business combination.

~~Pursuant to~~The aplacement ~~registration~~warrants ~~rights~~are identical ~~agreement~~to ~~entered~~the ~~into~~warrants onincluded ~~November~~in ~~18, 2021,~~ the ~~holders of the founder shares, placement~~ units ~~(including~~sold ~~any securities~~in ~~contained therein) and~~ the ~~units~~initial ~~(including~~public ~~any~~offering, ~~securities~~except ~~contained therein)~~ that ~~may~~if ~~be issued upon conversion of working capital loans are entitled to registration rights to require us to register a sale of any of our securities~~ held by ~~them~~the ~~(in~~initial ~~the~~purchasers ~~case~~or oftheir ~~the~~permitted ~~founder shares~~transferees, ~~only~~they ~~after~~(including ~~conversion to~~ our ~~Class A~~ common stock). ~~The~~issuable ~~holders~~upon exercise of ~~these~~the ~~securities~~placement ~~are~~warrants) ~~entitled~~may tonot, ~~make~~subject up to certain ~~three~~limited ~~demands~~exceptions, ~~excluding~~be ~~short form demands~~transferred, ~~that~~assigned weor ~~register~~sold ~~such~~by ~~securities. In addition,~~ the holders ~~have~~until ~~certain~~30 ~~“piggy-back” registration~~days ~~rights~~after ~~with~~the ~~respect~~consummation toof ~~registration~~our ~~statements~~initial ~~filed~~business bycombination. There usare ~~and~~no redemption rights toor ~~require~~liquidating usdistributions towith ~~register~~respect ~~for resale such securities pursuant~~ to ~~Rule 415 under~~ the ~~Securities~~founder ~~Act. However~~shares, ~~the~~placement ~~registration~~shares ~~rights~~or ~~agreement~~warrants, ~~provides~~which ~~that we~~ will ~~not permit any registration~~ ~~statement~~expire ~~filed~~worthless ~~under~~if ~~the~~we ~~Securities~~do ~~Act~~not tocomplete ~~become~~an ~~effective~~initial ~~until~~business ~~termination of the applicable lock-up period~~combination. ~~We will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Administrative Services~~55

~~Commencing on~~Promissory ~~November~~Note ~~19,~~— ~~2021,~~Related we pay an amount equal to $40,000 per month to our sponsor or its affiliate for office space, administrative and shared personnel support services provided to us. Upon completion of a business combination or its liquidation, the Company will cease paying these monthly fees.Party

~~Financial~~Prior to the closing of the ~~Advisory~~initial ~~Fee~~public offering, our sponsor loaned us $246,112 for expenses related to our formation and the initial public offering. The loan was non-interest bearing, unsecured and due on the earlier of March 31, 2022 or the closing of the initial public offering. The loan was repaid following the closing of the initial public offering on November 23, 2021.

~~The Company~~Related ~~engaged~~Party Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), to provide financial advisory services in connection with the initial public offering. The Company paid CCM a fee in an amount equal to 0.8% of the aggregate proceeds of the initial public offering (excluding the proceeds of the exercise of the overallotment option) net of underwriter’s expenses, upon the closing of the initial public offering. The Company also engaged CCM to act as an advisor in connection with the business combination for which it will earn an advisory fee of 1.6% of the proceeds of the initial public offering (excluding the proceeds of the exercise of the overallotment option) payable at closing of the business combination. CCM is also entitled to an advisory fee equal to 2.4% of the aggregate proceeds of the exercise of the overallotment option, payable at the closing of the business combination. The underwriter has agreed to reimburse us for the fee to CCM as it becomes payable out of the underwriting commissions, including the deferred underwriting commissions payable at the closing of the business combination.Loans

~~Trust~~In order to finance transaction ~~Account~~costs ~~Indemnification~~in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we consummate an initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to the Company. If we do not consummate an initial business combination, we may use a portion of any working capital held outside the trust account to repay such loaned amounts; however, no proceeds from the trust account may be used for such repayment. If such funds are insufficient to repay the loan amounts, the unpaid amounts would be forgiven. Up to $2,000,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the business combination. The units would be identical to the placement units. There were no working capital loans outstanding as of December 31, 2022.

~~FTAC Zeus~~Registration Sponsor, LLC has agreed that, if the trust account is liquidated without the consummation of a business combination, it will indemnify us to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below $10.15 per public share, except for any claims by any third party who executed a waiver of any and all rights to seek access to the trust account, regardless of whether such waiver is enforceable, and except for claims arising from our obligation to indemnify the underwriter of the initial public offering pursuant to the underwriting agreement. We have not independently verified whether FTAC Zeus Sponsor, LLC has sufficient funds to satisfy its indemnity obligations, we have not asked FTAC Zeus Sponsor, LLC to reserve for such obligations and we believe that its only assets are securities of our company. Therefore, we cannot assure you that FTAC Zeus Sponsor, LLC will be able to satisfy those obligations. We believe the likelihood of FTAC Zeus Sponsor, LLC having to indemnify the trust account is limited because we endeavor to have all third parties that provide products or services to us and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.Rights

55Pursuant to a registration rights agreement entered into on November 18, 2021, the holders of the founder shares, placement units (including any securities contained therein) and the units (including any securities contained therein) that may be issued upon conversion of working capital loans are entitled to registration rights to require us to register a sale of any of our securities held by them (in the case of the founder shares, only after conversion to our Class A common stock). 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 by us and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. We will bear the expenses incurred in connection with the filing of any such registration statements.

~~Conflicts of~~Administrative ~~Interest~~ Services

InCommencing on November 19, ~~general~~2021, ~~officers~~we ~~and~~pay ~~directors~~an ofamount aequal ~~Delaware~~to ~~corporation~~$40,000 ~~are~~per ~~required~~month to ~~present~~our ~~business~~sponsor ~~opportunities~~or its affiliate for office space, administrative and shared personnel support services provided to us. Upon completion of a business combination or its liquidation, the ~~corporation~~Company ~~if:~~will cease paying these monthly fees.

●Financial ~~the~~Advisory ~~corporation could financially undertake the opportunity;~~Fee

●The Company engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), to provide financial advisory services in connection with the ~~opportunity~~initial ispublic ~~within~~offering. The Company paid CCM a fee in an amount equal to 0.8% of the ~~corporation~~aggregate proceeds of the initial public offering (excluding the proceeds of the exercise of the overallotment option) net of underwriter’s ~~line~~expenses, upon the closing of the initial public offering. The Company also engaged CCM to act as an advisor in connection with the business; ~~and~~combination for which it will earn an advisory fee of 1.6% of the proceeds of the initial public offering (excluding the proceeds of the exercise of the overallotment option) payable at closing of the business combination. CCM is also entitled to an advisory fee equal to 2.4% of the aggregate proceeds of the exercise of the overallotment option, payable at the closing of the business combination. The underwriter has agreed to reimburse us for the fee to CCM as it becomes payable out of the underwriting commissions, including the deferred underwriting commissions payable at the closing of the business combination.

●Trust itAccount ~~would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.~~Indemnification

~~Our~~FTAC Zeus Sponsor, LLC has ~~amended~~agreed ~~and~~that, ~~restated~~if ~~certificate~~the trust account is liquidated without the consummation of ~~incorporation~~a ~~provides~~business combination, ~~however~~it will indemnify us to the extent any claims by a third party for services rendered or products sold to us, ~~that~~or any claims by a prospective target business with which we have discussed entering into a transaction agreement, reduce the ~~doctrine~~amount of ~~corporate~~funds ~~opportunity~~in the trust account to below $10.15 per public share, except orfor any ~~other~~claims ~~analogous~~by any third party who executed a waiver of any and all rights to seek access to the trust account, regardless of ~~doctrine~~whether such waiver is enforceable, ~~does~~and except for claims arising from our obligation to indemnify the underwriter of the initial public offering pursuant to the underwriting agreement. We have not ~~apply~~independently verified whether FTAC Zeus Sponsor, LLC has sufficient funds to ussatisfy orits ~~any~~indemnity obligations, we have not asked FTAC Zeus Sponsor, LLC to reserve for such obligations and we believe that its only assets are securities of our ~~officers~~company. orTherefore, ~~directors~~we orcannot inassure ~~circumstances~~you that ~~would~~FTAC ~~conflict~~Zeus Sponsor, LLC will be able to satisfy those obligations. We believe the likelihood of FTAC Zeus Sponsor, LLC having to indemnify the trust account is limited because we endeavor to have all third parties that provide products or services to us and prospective target businesses execute agreements with us waiving any ~~current~~right, title, interest or ~~future fiduciary~~claim ~~duties~~of any kind in or ~~contractual~~to ~~obligations~~monies held in the trust account.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present the opportunity to such entity prior to presenting the opportunity to us or, if he or she is subject to a non-compete obligation that includes business opportunities, he or she may be prohibited from referring such opportunity to us. Below is a table summarizing the companies to which our officers and directors owe fiduciary obligations that could conflict with their fiduciary obligations to us, all of which may have to (i) be presented appropriate potential target businesses by our officers or directors, and (ii) reject the opportunity to acquire such potential target business, before the opportunity may be presented to us:56

Individual(1)	Entity(2)	Affiliation
Daniel G. Cohen	Cohen & Company Inc. J.V.B. Financial Group, LLC(5) FinTech Acquisition Corp. V FinTech Acquisition Corp. VI FTAC Hera Acquisition Corp. INSU Acquisition Corp. III FTAC Parnassus Acquisition Corp. Perella Weinberg Partners	Chairman Affiliate Chief Executive Officer Chief Executive Officer President and Chief Executive Officer Chairman Chairman Director
Ryan M. Gilbert	FTAC Parnassus Acquisition Corp.	President and Chief Executive Officer
	Propel Venture Partners(3)	General Partner
	bKash Limited River City Bank	Director Director
Joseph W. Pooler, Jr.	Cohen & Company Inc. INSU Acquisition Corp. III FTAC Parnassus Acquisition Corp.	Executive Vice President, Chief Financial Officer and Treasurer; Chief Financial Officer and Chief Administrative Officer of Cohen & Company, LLC Chief Financial Officer Chief Financial Officer
Rochael S. Adranly	IDEO LP	Partner and Chief Legal Officer, Advisor
Stephen E. Lefkovits	RealtyCom Partners, LLC Joshua Tree Conference Group	Partner Owner and Executive Producer
Volker G. Berl	New Age Ventures(4)	Founder, Managing Partner and Chief Executive Officer
	Gaussin S.A.	Director

Conflicts of Interest

(1)	Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his or her obligations and the presentation by each such individual of business opportunities.
(2)	Does not include blank check companies, such as INSU IV, which have not yet consummated an initial public offering.
(3)	Mr. Gilbert represents Propel Venture Partners, a venture capital fund, on the boards of directors of various private companies. We don’t anticipate that any of these companies will be of an appropriate size for our initial business combination, nor do we believe that his role as a director of these companies will conflict with his ability to represent us in our search for an initial business combination target.
(4)	Mr. Berl represents New Age Ventures, a venture capital fund, on the boards of directors of various private companies. We don’t anticipate that any of these companies will be of an appropriate size for our initial business combination, nor do we believe that his role as a director of these companies will conflict with his ability to represent us in our search for an initial business combination target.
(5)	Includes certain other affiliates of J.V.B. Financial Group, LLC, including CCM. Affiliates of CCM have and manage investment vehicles with a passive investment in our sponsor.

In general, officers and directors of a Delaware corporation are required to present business opportunities to the corporation if:

56● the corporation could financially undertake the opportunity;

~~Accordingly, if~~● ~~any of~~ the ~~above officers or directors become aware of a business combination~~ opportunity ~~which~~ is ~~suitable~~within ~~for any of~~ the ~~above~~corporation’s ~~entities to~~line which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties. We do not believe, however, that any of ~~the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our initial~~ business; combination, because, although many of the foregoing entities are involved in the financial services industry broadly defined, the specific industry focuses of a majority of these entities differ from our focus on financial technology businesses and ~~the type or size of the transaction that such companies would most likely consider are of a size and nature substantially different than what we are targeting.~~

~~Each of~~● ~~our~~it ~~sponsor,~~would ~~officers~~not ~~and~~be ~~directors~~fair ~~may become involved with subsequent blank check companies similar~~ to ~~our~~the ~~company.~~corporation Asand aits ~~result, our~~stockholders ~~sponsor,~~for ~~officers~~the oropportunity ~~directors~~not ~~could have conflicts of interest in determining whether~~ to ~~present~~be ~~business~~brought ~~combination opportunities~~ to usthe orattention ~~to any other blank check company with which they may become involved. In particular, an affiliate~~ of ~~our~~the ~~sponsor is currently sponsoring other blank check companies, such as FinTech V, FinTech VI, INSU III, INSU IV, FTAC Hera and FTAC Parnassus, each of which is seeking to complete a business combination~~corporation. ~~Any such companies may present additional conflicts of interest in pursuing an acquisition target.~~

~~Director~~Our amended and restated certificate ~~Independence~~of incorporation provides, however, that the doctrine of corporate opportunity, or any other analogous doctrine, does not apply to us or any of our officers or directors or in circumstances that would conflict with any current or future fiduciary duties or contractual obligations.

~~NASDAQ~~Accordingly, if any of our ~~rules~~officers ~~require~~or ~~that~~directors abecomes ~~majority~~aware of a business combination opportunity that falls within the ~~board~~line of ~~directors~~business of aany ~~company~~entity ~~listed~~to onwhich he ~~NASDAQ~~or ~~must~~she behas ~~composed~~pre-existing offiduciary ~~“independent~~or ~~directors~~contractual obligations,~~” which~~ ishe ~~defined~~or ~~generally~~she asmay abe ~~person~~required ~~other~~to ~~than~~present anthe ~~officer~~opportunity orto ~~employee~~such ofentity prior to presenting the ~~company~~opportunity to us or, ~~its~~if ~~subsidiaries~~he or ~~any~~she ~~other~~is ~~individual~~subject ~~having~~ to a ~~relationship,~~non-compete ~~which,~~obligation inthat ~~the~~includes ~~opinion~~business ofopportunities, ~~the~~he ~~company’s~~or she ~~board~~may ofbe ~~directors,~~prohibited ~~would~~from ~~interfere~~referring ~~with~~such ~~the~~opportunity ~~director’s~~to ~~exercise~~us. ~~of independent~~Below ~~judgment~~is ina ~~carrying~~table ~~out~~summarizing the ~~responsibilities~~companies ofto awhich ~~director.~~our Weofficers ~~have~~and ~~determined~~directors owe fiduciary obligations that ~~Rochael~~could ~~Adranly,~~conflict ~~Lynn~~with ~~Eisenhart~~their fiduciary obligations to us, ~~Stephen~~all of which may have to (i) be presented appropriate ~~Lefkovits~~potential ~~and~~target ~~Volker~~businesses ~~Berl~~by ~~are~~our ~~independent~~officers or directors, ~~under~~and (ii) reject the ~~NASDAQ~~opportunity ~~rules~~to ~~and~~acquire ~~Rule~~such ~~10A-3~~potential oftarget business, before the ~~Exchange~~opportunity ~~Act.~~may be presented to us:

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Individual⁽¹⁾	Entity⁽²⁾	Affiliation
Daniel G. Cohen	Cohen& Company Inc. J.V.B. Financial Group, LLC⁽⁵⁾ FinTech Acquisition Corp. V FinTech Acquisition Corp. VI FTAC Hera Acquisition Corp. INSU Acquisition Corp. III FTAC Parnassus Acquisition Corp. Perella Weinberg Partners	Chairman Affiliate Chief Executive Officer Chief Executive Officer President and Chief Executive Officer Chairman Chairman Director

Ryan M. Gilbert	FTAC Parnassus Acquisition Corp.	President and Chief Executive Officer
	Propel Venture Partners⁽³⁾	General Partner
	bKash Limited River City Bank	Director Director

Joseph W. Pooler, Jr.	Cohen & Company Inc. INSU Acquisition Corp. III FTAC Parnassus Acquisition Corp.	Executive Vice President, Chief Financial Officer and Treasurer; Chief Financial Officer and Chief Administrative Officer of Cohen & Company, LLC Chief Financial Officer Chief Financial Officer

Rochael S. Adranly	IDEO LP	Partner and Chief Legal Officer, Advisor

Stephen E. Lefkovits	RealtyCom Partners, LLC Joshua Tree Conference Group	Partner Owner and Executive Producer

Volker G. Berl	New Age Ventures⁽⁴⁾	Founder, Managing Partner and Chief Executive Officer
	Gaussin S.A.	Director

The firm of WithumSmith+Brown, PC, or Withum, acted as our independent registered public accounting firm during the period from January 1, 2021 (commencement of operations) through December 31, 2021. The following is a summary of fees paid or to be paid to Withum for services rendered.

(1)	Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his or her obligations and the presentation by each such individual of business opportunities.
(2)	Does not include blank check companies, which have not yet consummated an initial public offering.
(3)	Mr. Gilbert represents Propel Venture Partners, a venture capital fund, on the boards of directors of various private companies. We don’t anticipate that any of these companies will be of an appropriate size for our initial business combination, nor do we believe that his role as a director of these companies will conflict with his ability to represent us in our search for an initial business combination target.
(4)	Mr. Berl represents New Age Ventures, a venture capital fund, on the boards of directors of various private companies. We don’t anticipate that any of these companies will be of an appropriate size for our initial business combination, nor do we believe that his role as a director of these companies will conflict with his ability to represent us in our search for an initial business combination target.
(5)	Includes certain other affiliates of J.V.B. Financial Group, LLC, including CCM. Affiliates of CCM have and manage investment vehicles with a passive investment in our sponsor.

~~Audit Fees~~57

~~Audit~~Accordingly, if any of the ~~fees~~above ~~consist~~officers or directors become aware of ~~fees~~a ~~billed~~business ~~for~~combination ~~professional~~opportunity ~~services~~which ~~rendered~~is suitable for any of the ~~audit~~above ofentities ~~our~~to ~~year~~which he or she has then-~~end~~current fiduciary ~~financial~~or ~~statements~~contractual ~~and~~obligations, ~~services~~he ~~that~~or ~~are~~she will honor his or her fiduciary or contractual obligations ~~normally~~to ~~provided~~present bysuch ~~Withum~~business incombination ~~connection~~opportunity ~~with~~to ~~regulatory~~such ~~filings.~~entity, ~~The~~and ~~aggregate~~only ~~fees~~present ~~billed~~it byto ~~Withum~~us ~~for~~if ~~professional~~such ~~services~~entity ~~rendered for~~rejects the ~~audit~~opportunity, subject to his or her fiduciary duties. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ~~annual~~ability to complete our initial business combination, because, although many of the foregoing entities are involved in the financial ~~statements~~services industry broadly defined, the ~~initial~~specific ~~public~~industry ~~offering~~focuses ~~and~~of ~~other~~a ~~required~~majority ~~filings~~of ~~with~~these entities differ from our focus on financial technology businesses and the ~~SEC~~type ~~for~~or size of the ~~period from~~transaction ~~January~~that 1,such ~~2021~~companies ~~(commencement~~would most likely consider are of ~~operations)~~a ~~through~~size and ~~December 31,~~nature ~~2021~~substantially ~~totaled~~different ~~$124,630~~than what we are targeting.

~~Audit-Related~~Each of our sponsor, officers ~~Fees~~and directors may become involved with subsequent blank check companies similar to our company. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. In particular, an affiliate of our sponsor is currently sponsoring other blank check companies, each of which is seeking to complete a business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target.

~~Audit-related services~~Director consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related services during the period from January 1, 2021 (commencement of operations) through December 31, 2021. Independence

~~Tax~~NASDAQ rules require that ~~Fees~~a majority of the board of directors of a company listed on NASDAQ must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have determined that Rochael Adranly, Lynn Eisenhart, Stephen Lefkovits and Volker Berl are independent directors under the NASDAQ rules and Rule 10A-3 of the Exchange Act.

~~We did~~Item ~~not~~14. ~~pay~~PRINCIPAL ~~Withum~~ACCOUNTANT ~~for~~FEES ~~tax~~AND ~~compliance, tax planning and tax advice for the period from January 1, 2021 (commencement of operations) through December 31, 2021~~SERVICES.

~~All~~The firm of WithumSmith+Brown, ~~Other~~PC, ~~Fees~~or Withum, acted as our independent registered public accounting firm during the period from January 1, 2021 (commencement of operations) through December 31, 2021 and for the year ended December 31, 2022. The following is a summary of fees paid or to be paid to Withum for services rendered.

~~We did~~Audit ~~not pay Withum for other services for the period from January 1, 2021 (commencement of operations) through December 31, 2021.~~Fees

Audit fees consist of fees ~~Committee~~billed ~~Pre~~for professional services rendered for the audit of our year-~~Approval~~end ~~Policies~~financial statements and ~~Procedures~~services that are normally provided by Withum in connection with regulatory filings. The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, the initial public offering and other required filings with the SEC for the period from January 1, 2021 (commencement of operations) through December 31, 2021 and for the year ended December 31, 2022 totaled approximately $124,630 and $88,400, respectively.

~~Our audit committee was formed upon the consummation of the initial public offering. As a result, the audit committee did not pre~~Audit-~~approve all~~Related of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).Fees

57Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related services during the period from January 1, 2021 (commencement of operations) through December 31, 2021 or for the year ended December 31, 2022.

~~PART IV~~Tax Fees

~~Item~~For the period from January 1, 2021 (commencement of operations) through December ~~15.~~31, 2021 and for the year ended December 31, 2022, fees for services rendered ~~EXHIBITS~~to ~~AND~~us ~~FINANCIAL~~for ~~STATEMENT~~tax ~~SCHEDULES~~compliance, tax advice and tax planning by Withum were approximately $0 and $16,200, respectively.

~~(a)~~All ~~The~~Other ~~following documents are filed as part of this Annual Report:~~Fees

(1)	Financial Statements:	Page
	Report of Independent Registered Public Accounting Firm	F-2
	Balance Sheet	F-3
	Statement of Operations	F-4
	Statement of Changes in Stockholders’ Deficit	F-5
	Statement of Cash Flows	F-6
	Notes to Financial Statements	F-7 to F-16

We did not pay Withum for other services for the period from January 1, 2021 (commencement of operations) through December 31, 2021 or for the year ended December 31, 2022.

~~(2)~~Audit ~~Financial~~Committee ~~Statements~~Pre-Approval ~~Schedule~~Policies and Procedures

~~None~~Our audit committee was formed upon the consummation of the initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

~~(3) Exhibits~~58

~~The following~~PART exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company. Copies of the exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov.IV

Exhibit No.		Description
1.1		Underwriting Agreement, dated November 18, 2021, between the Company and Citigroup Global Markets Inc.(1)
3.1		Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on November 19, 2021(1)
3.2		Amended and Restated Bylaws(2)
4.1		Specimen Unit Certificate(2)
4.2		Specimen Common Stock Certificate(2)
4.3		Specimen Warrant Certificate(2)
4.4		Warrant Agreement, dated November 18, 2021, between Continental Stock Transfer & Trust Company and the Company(1)
4.5*		FTAC Zeus Acquisition Corp. Description of Securities
10.1		Letter Agreement, dated November 18, 2021, by and among the Company and certain security holders, officers and directors of the Company(1)
10.2		Administrative Services Agreement, dated November 18, 2021, between the Company and FTAC Zeus Sponsor, LLC(1)
10.3		Unit Subscription Agreement, dated November 18, 2021 between the Company and FTAC Zeus Sponsor, LLC(1)
10.4		Investment Management Trust Agreement, dated November 18, 2021 between Continental Stock Transfer & Trust Company and the Company(1)
10.5		Registration Rights Agreement, dated November 18, 2021, between the Company and certain security holders of the Company(1)
10.6		Form of Indemnity Agreement(2)
10.7		Form of Engagement Letter with Cohen & Company Capital Markets(2)
14.1		Code of Business Conduct and Ethics(2)
21.1*		Subsidiaries of the Registrant
31.1*		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2*		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1*		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
32.2*		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

*(a) ~~Filed~~The ~~herewith~~following documents are filed as part of this Annual Report:

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on November 24, 2021
(2)	Previously filed as an exhibit to our Registration Statement on Form S-1, as amended (File No. 333-253995)

(1)

Financial Statements: Page

Item 16. FORM 10-K SUMMARY.

Report of Independent Registered Public Accounting Firm (PCAOB ID # 100)	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Stockholders’ Deficit	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-22

~~Not applicable.~~(2) Financial Statements Schedule

58None.

~~SIGNATURES~~(3) Exhibits

~~In accordance~~The ~~with~~following ~~the~~exhibits ~~requirements~~are filed as part of, ~~the~~or ~~Securities~~incorporated ~~Exchange~~by ~~Act~~reference ofinto, ~~1934~~this Annual Report on Form 10-K. The SEC maintains an Internet site at www.sec.gov that contains reports, ~~the~~proxy ~~registrant~~and ~~has~~information ~~duly~~statements, ~~caused~~and ~~this~~other ~~report~~information toregarding beissuers ~~signed~~that onfile ~~its~~electronically with the SEC, ~~behalf~~including the Company. Copies of the exhibits which are incorporated herein by reference can be obtained on the ~~undersigned~~SEC ~~thereunto~~website ~~duly~~at ~~authorized~~www.sec.gov.

	FTAC ZEUS ACQUISITION CORP.
Exhibit No.		Description
Dated: March 23, 2022	/s/ Ryan M. Gilbert
1.1		Underwriting Agreement, dated November 18, 2021, between the Company and Citigroup Global Markets Inc.(1)
	Ryan M. Gilbert President and Chief Executive Officer (Principal Executive Officer)
3.1		Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on November 19, 2021(1)
3.2		Amended and Restated Bylaws(2)
4.1		Specimen Unit Certificate(2)
4.2		Specimen Common Stock Certificate(2)
4.3		Specimen Warrant Certificate(2)
4.4		Warrant Agreement, dated November 18, 2021, between Continental Stock Transfer & Trust Company and the Company(1)
4.5		FTAC Zeus Acquisition Corp. Description of Securities(3)
10.1		Letter Agreement, dated November 18, 2021, by and among the Company and certain security holders, officers and directors of the Company(1)
10.2		Administrative Services Agreement, dated November 18, 2021, between the Company and FTAC Zeus Sponsor, LLC(1)
10.3		Unit Subscription Agreement, dated November 18, 2021 between the Company and FTAC Zeus Sponsor, LLC(1)
10.4		Investment Management Trust Agreement, dated November 18, 2021 between Continental Stock Transfer & Trust Company and the Company(1)
10.5		Registration Rights Agreement, dated November 18, 2021, between the Company and certain security holders of the Company(1)
10.6		Form of Indemnity Agreement(2)
10.7		Form of Engagement Letter with Cohen & Company Capital Markets(2)
14.1		Code of Business Conduct and Ethics(2)
21.1*		Subsidiaries of the Registrant
31.1*		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2*		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1*		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
32.2*		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~Pursuant to~~* ~~the~~Filed ~~requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~herewith

Name		Position	Date
(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on November 24, 2021
/s/ Ryan M. Gilbert		President, Chief Executive Officer and Director	March 23, 2022
(2)	Previously filed as an exhibit to our Registration Statement on Form S-1, as amended (File No. 333-253995)
Ryan M. Gilbert		(Principal Executive Officer)
(3)	Previously filed as an exhibit to our Annual Report on Form 10-K filed on March 23, 2022
/s/ Joseph W. Pooler, Jr.		Chief Financial Officer	March 23, 2022
Joseph W. Pooler, Jr.		(Principal Financial and Accounting Officer)
/s/ Daniel G. Cohen		Chairman of the Board of Directors	March 23, 2022
Daniel G. Cohen
/s/ Rochael S. Adranly		Director	March 23, 2022
Rochael S. Adranly
/s/ Lynn C. Eisenhart		Director	March 23, 2022
Lynn C. Eisenhart
/s/ Stephen E. Lefkovits		Director	March 23, 2022
Stephen E. Lefkovits
/s/ Volker G. Berl		Director	March 23, 2022
Volker G. Berl

59Item 16. FORM 10-K SUMMARY.

~~FTAC~~Not ~~ZEUS ACQUISITION CORP~~applicable.

~~INDEX TO FINANCIAL STATEMENTS~~59

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID # 100)	F - 2
Balance Sheet as of December 31, 2021	F - 3
Statement of Operations for the period from January 1, 2021 (commencement of operations) through December 31, 2021	F - 4
Statement of Changes in Stockholders’ Deficit for the period from January 1, 2021 (commencement of operations) through December 31, 2021	F - 5
Statement of Cash Flows for the period from January 1, 2021 (commencement of operations) through December 31, 2021	F - 6
Notes to Financial Statements	F - 7

SIGNATURES

~~F-1~~In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Report of Independent Registered Public Accounting Firm

	FTAC ZEUS ACQUISITION CORP.

Dated: March 17, 2023	/s/ Ryan M. Gilbert
	Ryan M. Gilbert President and Chief Executive Officer (Principal Executive Officer)

ToPursuant to the ~~Stockholders~~requirements of ~~and~~ the ~~Board~~Securities Exchange Act of ~~Directors~~1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

FTAC Zeus Acquisition Corp.

Name	Position	Date

/s/ Ryan M. Gilbert	President, Chief Executive Officer and Director	March 17, 2023
Ryan M. Gilbert	(Principal Executive Officer)

/s/ Joseph W. Pooler, Jr.	Chief Financial Officer	March 17, 2023
Joseph W. Pooler, Jr.	(Principal Financial and Accounting Officer)

/s/ Daniel G. Cohen	Chairman of the Board of Directors	March 17, 2023
Daniel G. Cohen

/s/ Rochael S. Adranly	Director	March 17, 2023
Rochael S. Adranly

/s/ Lynn C. Eisenhart	Director	March 17, 2023
Lynn C. Eisenhart

/s/ Stephen E. Lefkovits	Director	March 17, 2023
Stephen E. Lefkovits

/s/ Volker G. Berl	Director	March 17, 2023
Volker G. Berl

~~Opinion on the Financial Statements~~60

~~We have audited the accompanying balance sheet of~~ FTAC ~~Zeus Acquisition Corp. (the “Company”) as of December 31, 2021, the related statements of operations, changes in stockholders’~~ ~~deficit~~ZEUS ~~and~~ACQUISITION ~~cash flows for the period from January 1, 2021 (commencement of operations) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”)~~CORP. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from January 1, 2021 (commencement of operations) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

~~Basis~~INDEX TO ~~for~~FINANCIAL ~~Opinion~~STATEMENTS

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Report of Independent Registered Public Accounting Firm (PCAOB ID # 100)	F-2
Financial Statements:
Balance Sheets as of December 31, 2022 and 2021	F-3
Statements of Operations for the Year Ended December 31, 2022 and for the Period from January 1, 2021(Commencement of Operations) through December 31, 2021	F-4
Statements of Changes in Stockholders’ Deficit for the Year Ended December 31, 2022 and for the Period from January 1, 2021 (Commencement of Operations) through December 31, 2021	F-5
Statements of Cash Flows for the Year Ended December 31, 2022 and for the Period from January 1, 2021 (Commencement of Operations) through December 31, 2021	F-6
Notes to Financial Statements	F-7 to F-22

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.F-1

~~Our audit included performing procedures to~~REPORT ~~assess~~OF ~~the~~INDEPENDENT ~~risks~~REGISTERED ofPUBLIC ~~material~~ACCOUNTING misstatement of the financial statements, whether due to error or fraud, and performing procedures 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.FIRM

~~/s/~~To the ~~WithumSmith+Brown,~~Stockholders PCand the Board of Directors of

WeFTAC Zeus ~~have~~Acquisition ~~served as the Company's auditor since 2021~~Corp.

~~New~~Opinion on ~~York,~~the ~~New~~Financial ~~York~~Statements

~~March~~We have 23audited the accompanying balance sheets of FTAC Zeus Acquisition Corp. (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from January 1, 2021 (Commencement of Operations) through December 31, 2021, 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, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from January 1, 2021 (Commencement of Operations) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

~~PCAOB ID Number 100~~Going Concern

~~F-2~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a Business Combination by August 23, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~FTAC ZEUS ACQUISITION CORP.~~Basis ~~BALANCE~~for ~~SHEET~~Opinion

~~DECEMBER~~These financial ~~31,~~statements ~~2021~~are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Assets
Cash	$	3,474,184
Prepaid expenses		13,950
Total current assets		3,488,134
Investments held in Trust Account		408,541,371
Reimbursement receivable		6,860,000
Total assets	$	418,889,505
Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Accrued offering costs and expenses	$	61,071
Due to related party		22,380
Total current liabilities		83,451
Deferred underwriting fee payable		17,150,000
Deferred advisory fees		6,860,000
Total liabilities		24,093,451
Commitment and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 40,250,000 issued and outstanding shares at a redemption value of $10.15 per share		408,537,500
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
Class A common stock, $0.0001 par value; 150,000,000 shares authorized; 1,778,750 shares issued or outstanding (excluding 40,250,000 shares subject to possible redemption)		178
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 14,009,583 shares issued and outstanding		1,401
Accumulated deficit		(13,743,025	)
Total stockholders’ deficit		(13,741,446	)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$	418,889,505

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~The~~Our audits ~~accompanying~~included ~~notes~~performing ~~are~~procedures anto ~~integral~~assess ~~part~~the risks of material misstatement of the financial statements, whether due to error ~~these~~or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits 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 audits provide a reasonable basis for our opinion.

~~F-3~~/s/ WithumSmith+Brown, PC

~~FTAC~~We have ~~ZEUS~~served ~~ACQUISITION CORP~~as the Company’s auditor since 2021.

~~STATEMENT~~New York, OFNew ~~OPERATIONS~~York

~~FOR THE PERIOD FROM~~March ~~JANUARY 1~~17, ~~2021 (COMMENCEMENT OF OPERATIONS) THROUGH DECEMBER 31, 2021~~2023

Formation and operating costs	$	807,727
Loss from operations		(807,727	)
Other income
Interest income earned on investments held in trust account		3,871
Total other income		3,871
Net loss	$	(803,856	)
Basic and diluted weighted average shares outstanding, Class A common stock		4,490,743
Basic and diluted net loss per common stock, Class A common stock	$	(0.05	)
Basic and diluted weighted average shares outstanding, Class B common stock		12,423,124
Basic and diluted net loss per common stock, Class B common stock	$	(0.05	)

PCAOB ID Number 100

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

~~F-4~~FTAC ZEUS ACQUISITION CORP.

~~FTAC ZEUS ACQUISITION~~BALANCE ~~CORP.~~SHEETS

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

	December 31, 2022			December 31, 2021
Assets
Current assets
Cash	$	557,193		$	3,474,184
Prepaid expenses		9,499			13,950
Total Current Assets		566,692			3,488,134

Reimbursement receivable		6,860,000			6,860,000
Investments held in Trust Account		413,569,723			408,541,371
Total Assets	$	420,996,415		$	418,889,505

Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Accrued offering costs and expenses	$	236,574		$	61,071
Income taxes payable		553,444			—
Due to related party		21,935			22,380
Total current liabilities		811,953			83,451

Deferred underwriting fee payable		17,150,000			17,150,000
Deferred advisory fees		6,860,000			6,860,000
Total Liabilities		24,821,953			24,093,451

Commitments and Contingencies

Class A common stock subject to possible redemption, $0.0001 par value; 40,250,000 issued and outstanding shares at a redemption value of $10.26 and $10.15 per share as of December 31, 2022 and 2021, respectively		412,836,569			408,537,500

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2022 and 2021		—			—
Class A common stock, $0.0001 par value; 90,000,000 shares authorized; 1,778,750 shares issued and outstanding (excluding 40,250,000 shares subject to possible redemption) as of December 31, 2022 and 2021		178			178
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 14,009,583 shares issued and outstanding as of December 31, 2022 and 2021		1,401			1,401
Accumulated deficit		(16,663,686	)		(13,743,025	)
Total Stockholders’ Deficit		(16,662,107	)		(13,741,446	)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$	420,996,415		$	418,889,505

~~FOR THE PERIOD FROM~~The ~~JANUARY~~accompanying 1,notes ~~2021~~are ~~(COMMENCEMENT~~an OFintegral ~~OPERATIONS) THROUGH~~part ~~DECEMBER~~of ~~31,~~the ~~2021~~financial statements.

	Class A				Class B				Additional						Total
	Common Stock				Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of January 1, 2021 (Commencement of Operations)		—	$	—		—	$	—	$	—		$	—		$	—
Issuance of founder shares		—		—		14,009,583		1,401		23,599			—			25,000
Issuance of private placement units		1,778,750		178		—		—		17,787,322			—			17,787,500
Initial fair value of public warrants, net of offering costs		—		—		—		—		29,064,458			—			29,064,458
Accretion of common stock subject to possible redemption		—		—		—		—		(46,875,379	)		(12,939,169	)		(59,814,548	)
Net loss		—		—		—		—		—			(803,856	)		(803,856	)
Balance as of December 31, 2021		1,778,750	$	178		14,009,583	$	1,401	$	—		$	(13,743,025	)	$	(13,741,446	)

F-3

~~The accompanying notes~~FTAC ~~are~~ZEUS anACQUISITION ~~integral part of these financial statements~~CORP.

~~F-5~~STATEMENTS OF OPERATIONS

FTAC ZEUS ACQUISITION CORP.

	For the Year Ended December 31,			For the Period from January 1, 2021 (Commencement of Operations) through December 31,
	2022			2021
Formation and operating costs	$	3,319,946		$	807,727
Loss from operations		(3,319,946	)		(807,727	)

Other income:
Interest income earned on investments held in trust account		5,888,798			3,871
Total other income, net		5,888,798			3,871

Income (loss) before provision for income taxes		2,568,852			(803,856	)
Provision for income taxes		(1,190,444	)		—
Net income (loss)	$	1,378,408		$	(803,856	)

Basic and diluted weighted average shares outstanding, Class A common stock		42,028,750			4,490,743
Basic and diluted net income (loss) per common stock, Class A common stock	$	0.02		$	(0.05	)
Basic and diluted weighted average shares outstanding, Class B common stock		14,009,583			12,423,124
Basic and diluted net income (loss) per common stock, Class B common stock	$	0.02		$	(0.05	)

~~STATEMENT~~The accompanying OFnotes ~~CASH~~are ~~FLOWS~~an integral part of the financial statements.

~~FOR THE PERIOD FROM JANUARY 1, 2021 (COMMENCEMENT OF OPERATIONS) THROUGH DECEMBER 31, 2021~~F-4

Cash flows from operating activities:
Net loss	$	(803,856	)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation and operating costs paid by Sponsor		122,926
Interest earned on cash held in Trust Account		(3,871	)
Changes in operating assets and liabilities:
Prepaid assets		(13,950	)
Accrued offering costs and expenses		61,071
Due to related party		22,380
Net cash used in operating activities		(615,300	)
Cash flows from investing activities:
Investment of cash in Trust Account		(408,537,500	)
Net cash used in investing activities		(408,537,500	)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriters’ discount		395,500,000
Proceeds from sale of founder shares		25,000
Proceeds from private placement units		17,787,500
Payment of promissory note - related party		(122,926	)
Proceeds from reimbursement from underwriter		2,800,000
Payment of other offering costs		(3,362,590	)
Net cash provided by financing activities		412,626,984
Net change in cash		3,474,184
Cash, beginning of the period		—
Cash, end of the period	$	3,474,184
Supplemental disclosure of cash flow information:
Deferred underwriting payable charged to additional paid-in capital	$	17,150,000
Reimbursement receivable	$	6,860,000

FTAC ZEUS ACQUISITION CORP.

~~The accompanying notes~~STATEMENTS ~~are~~OF anCHANGES ~~integral~~IN ~~part~~STOCKHOLDERS’ ~~of the financial statements.~~DEFICIT

~~F-6~~FOR THE YEAR ENDED DECEMBER 31, 2022 AND

~~FTAC~~FOR THE ~~ZEUS~~PERIOD ~~ACQUISITION~~FROM ~~CORP. NOTES~~JANUARY TO1, ~~FINANCIAL~~2021 ~~STATEMENTS~~(COMMENCEMENT OF OPERATIONS)

~~Note~~THROUGH DECEMBER ~~1 —~~31, ~~Organization and Business Operations~~2021

FTAC Zeus Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on December 11, 2020. The Company was 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”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

	Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of January 1, 2021 (Commencement of Operations)		—	$	—		—	$	—	$	—		$	—		$	—

Issuance of founder shares		—		—		14,009,583		1,401		23,599			—			25,000

Issuance of private placement units		1,778,750		178		—		—		17,787,322			—			17,787,500

Initial fair value of public warrants, net of offering costs		—		—		—		—		29,064,458			—			29,064,458

Accretion of common stock subject to possible redemption		—		—		—		—		(46,875,379	)		(12,939,169	)		(59,814,548	)

Filing Compare · FTAC ZEUS ACQUISITION CORP.