UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

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

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

For the transition period ~~from~~from__________ toto______________

Commission file number: 001-40944

NewHold Investment Corp. II

(Exact name of registrant as specified in its charter)

Delaware		86-2298898
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

12141 Wickchester Lane Houston, TX		77079
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 653-0153

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

Title of each class		Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one Warrant to acquire one-half of a share of Common Stock		The Nasdaq Global Market LLC

Class A Common Stock, par value $0.0001 per share		The Nasdaq Global Market LLC

Warrants		The Nasdaq Global Market LLC

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

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

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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. Yes ☐ No ☐

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

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 Exchange Act). Yes ☒ No ☐

~~The registrant~~At ~~was not a public company as of~~ June 30, ~~2021~~2022, ~~and therefore it cannot calculate~~ the aggregate market value of ~~its voting and~~the ~~non-voting~~Registrant’s common ~~equity~~shares held by non-affiliates as of ~~such~~the ~~date~~Registrant was $192,366,300.

As of March 2428, ~~2022~~2023, there were 19,490,000 shares of the Company’s Class A common stock, par value $0.0001 per share, and 4,872,500 shares of the Company’s Class B common stock, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

NEWHOLD INVESTMENT CORP. II

Annual Report on Form 10-K for the Period Ended December 31, ~~2021~~2022

	~~Page~~	Page
PART I		1
~~ITEM 1. BUSINESS~~	ITEM 1. BUSINESS	1
~~ITEM 1A. RISK FACTORS~~	23ITEM 1A. RISK FACTORS	21
~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~	23ITEM 1B. UNRESOLVED STAFF COMMENTS	21
~~ITEM 2. PROPERTIES~~	23ITEM 2. PROPERTIES	21
~~ITEM 3. LEGAL PROCEEDINGS~~	23ITEM 3. LEGAL PROCEEDINGS	21
~~ITEM 4. MINE SAFETY DISCLOSURES~~	23ITEM 4. MINE SAFETY DISCLOSURES	21
PART II		22
~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~	24ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	22
~~ITEM 6. [RESERVED]~~	25ITEM 6. [RESERVED]	22
~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~	26ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
~~ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk~~	31ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk	30
~~ITEM 8. Financial Statements and Supplementary Data~~	31ITEM 8. Financial Statements and Supplementary Data	30
~~ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~	31ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
~~ITEM 9A. Controls and Procedures~~	31ITEM 9A. Controls and Procedures	31
~~ITEM 9B. OTHER INFORMATION~~	31ITEM 9B. OTHER INFORMATION	31
~~ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS~~	31ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	31
part III		32
~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~	32ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	32
~~ITEM 11. EXECUTIVE COMPENSATION~~	45ITEM 11. EXECUTIVE COMPENSATION	45
~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~	46ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	46
~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~	48ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	47
~~ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES~~	51ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	49
PART IV		50
~~ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~	52ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	50
SIGNATURES	54	52

CERTAIN TERMS

References to “Company,” “NewHold,” “our,” “us” or “we” refer to NewHold Investment Corp. II, a blank check company incorporated in Delaware on February 25, 2021. References to our “Sponsor” refer to NewHold Industrial Technology Holdings LLC II, a Delaware limited liability company. References to our “IPO” refer to the initial public offering of NewHold Investment Corp. II, which closed on October 25, 2021 (the “IPO Closing Date”).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. 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 “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:

	●	ability to complete our initial business combination;

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

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

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

	●	pool of prospective target businesses;

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

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

	●	the potential liquidity and trading of our securities;

	●	the lack of a market for our securities;

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

	●	financial performance following our initial public offering.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. 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 and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

part I

ITEM 1. BUSINESS

Introduction

We are a blank check company incorporated in the State of Delaware on February 25, 2021 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or more target businesses.

On October 25, 2021, we consummated our initial ~~public~~ public offering (the “IPO”) of 17,500,000 units (the “Units”), each Unit consisting of one share of Class A common ~~stock~~ stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) and one-half of one redeemable warrant of the ~~Company~~ Company (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share (subject to adjustment). The Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $175,000,000. Pursuant to an Underwriting Agreement, dated October 20, 2021 (the “Underwriting Agreement”), by and between the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters (the “Underwriters”), we granted the Underwriters a 45-day option to purchase up to 2,625,000 additional Units solely to cover over-allotments, if any

On October 25, 2021, simultaneously with the closing of the IPO, we consummated the private placement (“Private Placement”) with the Sponsor and certain funds and accounts managed by Magnetar Financial LLC, UBS O’Connor LLC, and Kepos Capital, L.P. (collectively the “Private Warrants Anchor Investors”) of 8,657,705 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant, generating gross proceeds to the Company of $8,657,705. The Private Warrants are identical to the Warrants sold in the IPO, except that the Private Warrants and the shares of Class A common stock issuable upon exercise of such Private Warrants may not be transferred, assigned, or sold (except in limited circumstances) until the date that is 30 days after the date the Company completes its initial business combination. The Sponsor and the Private Warrants Anchor Investors were granted certain demand and piggyback registration rights in connection with the purchase of the Private Warrants.

Subsequently, on October 26, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 1,990,000 Units (the “Over-Allotment Units”) occurred on October 29, 2021. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of $19,900,000. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 597,000 Private Warrants (the “Over-Allotment Private Placement” and, together with the Private Placement, the “Private Placements”), generating gross proceeds of $597,000. The Private Warrants issued in the Private Placements were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

As of October 29, 2021, a total of $196,849,000 of the net proceeds from the sale of the Units in the IPO (including the Over-Allotment Units) and the Private Placements were deposited in a trust account established for the benefit of the Company’s public stockholders at UBS Financial Services, Inc. with Continental Stock Transfer & Trust Company acting as trustee. None of the funds held in trust will be released from the trust account, other than interest income to pay any tax obligations, until the earlier of (i) the consummation of the Company’s initial business combination and (ii) the Company’s failure to consummate a business combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period).

In February 2021, our Sponsor purchased 5,031,250 founder shares for an aggregate purchase price of $25,000, or approximately $0.005 per share. Prior to the initial investment in the company of $25,000 by our sponsor, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. Our Sponsor forfeited 1,635,126 founder shares and the anchor investors purchased 1,635,126 founder shares upon consummation of the IPO. In addition, upon consummation of the IPO, our Sponsor transferred an aggregate of 1,185,000 founder shares to its directors, officers and advisors. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of our IPO. These Class B shares will automatically convert into shares of Class A common stock at the time of our initial business combination as described herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in our IPO and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of our IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination, any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans made to us).

The shares of Class A common stock and warrants included in our units began separate trading on December 13, 2021. The shares of Class A common stock and warrants trade on the Nasdaq Global Market (“Nasdaq”) under the symbols NHIC and NHICW, respectively. Units not separated will continue to trade on Nasdaq under the symbol NHICU. After separation, the shares of Class A common stock and warrants may be recombined to create units.

General

Overview

We are a newly organized blank check company incorporated on February 25, 2021 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, which we refer to throughout this annual report on Form 10-K as our initial business combination. We have not selected any specific business combination target. However, our management team had been actively in discussions with potential business combination partners in their capacity as officers of NewHold Investment Corp., (“NHIC I”), and we may pursue business combination partners that had previously been in discussions with NHIC I’s management team.

While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, our focus is on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business. We will seek to acquire one or more businesses with an aggregate enterprise value of $700 million or greater.

Business Opportunity Overview

We will concentrate on sourcing business combination opportunities with industrial technology businesses, with particular emphasis on those that align with several key themes commonly referred to as “Industry 4.0,” including but not limited to:

●

Advanced robotics,

●

IoT and associated production and consumption analytics,

●

Hardware and SaaS models with machine learning,

●

Production rate additive manufacturing,

●

New energy technologies, infrastructure, and servicing,

●

Recycling to facilitate circular economies, and

●

Advanced sensor technologies and associated applications.

Our management team will target business-to-business sectors whose industry structure is being fundamentally reshaped by technology. They believe that companies in these sectors that are using advanced data analytics, software, artificial intelligence, and cutting edge instrumentation and process automation to make their processes “intelligent” have a significant competitive advantage over those that have not yet embraced such solutions.

2We are not, however, required to complete our initial business combination with an industrial technology business and, as a result, we may pursue a business combination outside of that industry. We will seek to acquire businesses that we believe are fundamentally sound but would benefit from a public listing to execute their financial, operational, and strategic plans.

We ~~are~~ ~~not,~~believe ~~however,~~that ~~required~~the toopportunity ~~complete~~within ~~our initial business combination with an~~ industrial technology ~~business and, as a result, we may pursue a business combination outside of that industry. We will seek to acquire~~ businesses ~~that~~is wedriven ~~believe~~by ~~are~~several ~~fundamentally~~key ~~sound but would benefit from a public listing to execute their financial~~trends, ~~operational, and strategic plans.~~including:

~~We believe~~● ~~that~~Flexible ~~the~~Mass ~~opportunity~~Production. ~~within~~Commercial ~~industrial~~customers ~~technology~~demand increasing variety and customization resulting in businesses isrequiring ~~driven~~more byflexible ~~several~~manufacturing ~~key~~and ~~trends,~~logistics ~~including:~~solutions.

● ~~Flexible~~Speed ~~Mass~~and ~~Production.~~Agility ~~Commercial~~to ~~customers~~Market. ~~demand~~Increasing ~~increasing~~digitization ~~variety~~of ~~and~~the ~~customization~~selling ~~resulting~~experience innecessitates ~~businesses~~reducing ~~requiring~~a ~~more~~product’s ~~flexible~~time ~~manufacturing~~to market and ~~logistics~~increasing ~~solutions~~its speed of delivery.

~~● Speed and Agility to Market. Increasing digitization of the selling experience necessitates reducing a product’s time to market and increasing its speed of delivery.~~2

●

Supply Chain Optimization. Effective use of technology is allowing companies to more efficiently and effectively manage complex supply chains without increases in inventory.

●

Efficiency and Productivity Gains. Organizations continually face pressures from their stakeholders to further reduce costs and environmental impact while increasing output and financial returns.

●

Design and Manufacturing Optimization. Designers and engineers desire the ability to economically manufacture a product that very closely matches its optimal design.

●

Energy Efficiency. All energy users are demanding the latest in efficiency technology, both to reduce cost and to demonstrate attention to their carbon footprint.

●

AI-Powered Decision Making. Advancements in AI have enabled practical applications across industries as businesses aim to automate solutions’ delivery and maximize ROI through data-based models often using AI-powered big data to facilitate business processes and provide decision-makers with reliable insight, leading to precise and quick business actions.

We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will focus on these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

●

Companies that operate in industries and sectors that are ripe for technological disruption or are currently undergoing technological transformations. We plan to identify sectors that are in the process of or have significant potential to adopt an industrial technology solution. We will seek to acquire a business that operates within an industry that is witnessing at least one or more trends, mentioned above, which we believe are driving the opportunity within industrial technology.

●

Companies with an attractive and defensible competitive position. We will target companies with market positions and technologies that we believe offer long-term competitive advantages. These could include proprietary technology, a market leading product suite, unique processes, strong market share, or a culture of innovation that we believe is enduring and unique.

●

Companies with high revenue growth, or with the potential for high revenue growth. We will seek to acquire businesses that have or are believed to achieve significant revenue growth primarily driven by either adopting or providing an industrial technology solution to disrupt the existing paradigm or increase its market position in the end markets in which it serves. To validate future demand, we look for businesses that can clearly demonstrate a compelling return on investment by either adopting or providing an industrial technology solution and the size of the addressable opportunity.

3● Companies that exhibit the ability to deliver significant operating leverage and future free cash flow whether they may or may not be profitable currently. We will seek to acquire businesses that already have, or have the potential to generate consistent and increasing free cash flow. We do not require the target businesses to be profitable at the time of acquisition, but expect gross margins and contribution margins to be above, or at least in line with, relevant competitors. We view businesses with high gross margins and contribution margins favorably as these businesses possess the potential to deliver significant operating leverage and free cash flow when fully scaled.

● ~~Companies~~Knowledgeable ~~that~~management ~~exhibit~~teams ~~the~~with ~~ability~~relevant toindustry ~~deliver~~experience ~~significant operating leverage~~ and ~~future~~proven ~~free~~track ~~cash~~record ~~flow~~of ~~whether~~developing ~~they may~~ or ~~may~~deploying ~~not~~a betechnology ~~profitable currently~~solution. We ~~will~~aim ~~seek~~ to ~~acquire~~target businesses ~~that~~with ~~already~~expert ~~have,~~management orteams that have ~~the~~specialized ~~potential~~knowledge ~~to generate consistent and increasing free cash flow. We do not require the target businesses to be profitable at the time~~ of ~~acquisition,~~their ~~but~~respective ~~expect~~industry ~~gross~~sector ~~margins~~ and ~~contribution~~are ~~margins~~active toleaders bein ~~above,~~developing or atdeploying ~~least~~technology into ~~line~~provide ~~with,~~a ~~relevant~~solution ~~competitors.~~for Wea ~~view~~problem ~~businesses~~or ~~with~~challenge ~~high~~within ~~gross~~their ~~margins~~respective ~~and~~industry ~~contribution margins favorably as these businesses possess the potential to deliver significant operating leverage and free cash flow when fully scaled~~sector.

● ~~Knowledgeable~~Benefit ~~management~~from ~~teams~~being ~~with relevant industry experience and proven track record of developing or deploying~~ a ~~technology~~public ~~solution~~company. We ~~aim~~intend to ~~target~~acquire ~~businesses~~a ~~with~~company ~~expert management teams~~ that ~~have~~will ~~specialized~~benefit ~~knowledge~~from ofbeing ~~their~~publicly ~~respective~~traded ~~industry sector~~ and ~~are~~can ~~active~~effectively ~~leaders~~utilize inthe ~~developing~~broader oraccess ~~deploying technology~~ to ~~provide~~capital aand ~~solution~~public ~~for~~profile athat ~~problem~~are orassociated ~~challenge~~with ~~within~~being ~~their~~a ~~respective~~publicly ~~industry~~traded ~~sector~~company.

●These ~~Benefit~~criteria ~~from~~are ~~being~~not aintended ~~public~~to ~~company~~be exhaustive. Any Weevaluation ~~intend~~relating to ~~acquire~~the amerits ~~company~~of ~~that~~a ~~will~~particular ~~benefit~~initial ~~from~~business ~~being~~combination ~~publicly~~may ~~traded~~be ~~and~~based, ~~can~~to ~~effectively~~the ~~utilize~~extent ~~the~~relevant, ~~broader~~on ~~access~~these togeneral guidelines ~~capital~~as ~~and~~well ~~public~~as ~~profile~~other ~~that~~considerations, ~~are~~factors ~~associated~~and ~~with~~criteria ~~being~~that aour ~~publicly~~management ~~traded~~may ~~company~~deem relevant.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.3

Competitive Strengths

Accomplished Leadership Team with Relevant Investment, Public Company and Prior Successful SPAC Experience

Our team has over 60 years of combined private equity experience, complemented by extensive public market expertise that includes successful execution of four prior SPAC business combinations. Our Chief Executive Officer, Kevin Charlton, and our Chief Operating Officer, Charlie Baynes-Reid, served in similar roles at NHIC I, which completed its business combination with Evolv Technologies, Inc., a company specializing in artificial intelligence enabled touchless security screening, on July 19, 2021. In addition, our special advisor, Adam Deutsch, was the Chief Financial Officer of NHIC I, and our directors were directors of NHIC I. Our Chief Executive Officer also served as an executive officer of, and played an integral role throughout all phases of the SPAC process for, Hennessy Capital Acquisition Corp., Hennessy Capital Acquisition Corp. II and Hennessy Capital Acquisition Corp. III, including the initial public offering, deal sourcing, due diligence, deal structuring, financing, and back-end execution of the initial business combinations.

History of Successfully Sourcing and Executing Transactions as a Team

NewHold Enterprises, a private investment firm founded in 2017 which controls our sponsor, has completed three platform acquisitions and five add-ons since its inception. Messrs. Charlton, Baynes-Reid and Deutsch also previously executed five transactions at River Hollow Partners, the predecessor to NewHold Enterprises, all proprietarily sourced.

Established Track Record of Sourcing Proprietary Opportunities Suitable for both Private and Public Investing

NewHold Enterprises principals have sourced 325 potential opportunities since its inception in 2017, the vast majority outside of traditional sale processes, funded through a proprietary network of family offices and high net worth individuals. Additionally, Mr. Charlton, in his role as President and Chief Operating Officer of the first three Hennessy Capital SPAC vehicles, was a part of a team that developed a unique SPAC-centered deal sourcing model, which resulted in over 400 targets evaluated over the life of Hennessy Capital Acquisition Corp., Hennessy Capital Acquisition Corp. II and Hennessy Capital Acquisition Corp. III.

4Access to NewHold Enterprises’ Proprietary Network of Family Offices and High Net Worth Individuals

~~Access~~NewHold Enterprises sources capital from a series of family offices, each with generally over $1 billion of assets under management, and serves as a direct investing platform for such investors, allowing them to leverage their infrastructure and complement their traditional private equity book. NewHold Enterprises’ network ~~Proprietary~~currently ~~Network~~consists of ~~Family~~more ~~Offices~~than 100 family offices and ~~High~~more ~~Net~~than ~~Worth~~95 ~~Individuals~~high net worth investors.

~~NewHold Enterprises~~Extensive ~~sources~~Experience ~~capital from a series~~ of ~~family~~Investing ~~offices,~~in ~~each~~Middle-Market ~~with~~Growth generally over $1 billion of assets under management, and serves as a direct investing platform for such investors, allowing them to leverage their infrastructure and complement their traditional private equity book. NewHold Enterprises’ network currently consists of more than 100 family offices and more than 95 high net worth investors.Assets

~~Extensive Experience~~Our ofteam ~~Investing~~has extensive experience sourcing and investing in ~~Middle-Market~~middle ~~Growth~~market ~~Assets~~growth companies through private and public investment vehicles. Our focus on flexible hold periods and ownership structures enhances the optionality companies have to focus on operations and integration, and better aligns financial incentives with progressive growth initiatives. Our vehicle and strategy are complementary to NewHold Enterprises’ diversified industrials business. We seek to offer growth equity to industrial technology companies looking for an alternative to traditional private equity.

~~Our team~~Initial ~~has~~Business extensive experience sourcing and investing in middle market growth companies through private and public investment vehicles. Our focus on flexible hold periods and ownership structures enhances the optionality companies have to focus on operations and integration, and better aligns financial incentives with progressive growth initiatives. Our vehicle and strategy are complementary to NewHold Enterprises’ diversified industrials business. We seek to offer growth equity to industrial technology companies looking for an alternative to traditional private equity.Combination

~~Initial~~Nasdaq rules require that we must complete one ~~Business~~or ~~Combination~~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. 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 opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm 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 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 of 1940, as amended, or the “Investment Company Act”. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the 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% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the 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.

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. 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 opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm 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 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 of 1940, as amended, or the “Investment Company Act”. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the 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% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the 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.4

Sourcing of Potential Business Combination Targets

The NewHold team believes that it is critical to find a transaction where the SPAC offers a unique solution to the seller in comparison to its alternatives. We have found in prior SPACs that it is critical to obtain exclusivity earlier in the process than with other types of transactions, and if the seller is considering a range of transactions, they will only engage with us if the SPAC offers advantages that are critical to their strategy. This requires that our team source a significant number of transactions in order to populate our deal pipeline. We will then apply a series of screens to determine if the potential target is appropriate for a SPAC. These screens would include:

●

Does the company have financial reporting that is ready for the public markets?

●

Would the strategy of the company benefit from the public markets?

●

Is the management team prepared for and interested in the demands of a public listing?

●

Given the peer group relevant for the target, is the valuation that a SPAC transaction would offer the seller of interest to them?

5Our Business Combination Process

~~Our~~In evaluating prospective business combinations, ~~Business~~we ~~Combination~~expect ~~Process~~to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We will also utilize our expertise in evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business.

~~In evaluating~~We ~~prospective~~are ~~business~~not ~~combinations,~~prohibited wefrom ~~expect~~pursuing toour ~~conduct~~initial business acombination ~~thorough~~with ~~due~~a ~~diligence~~company ~~review~~that ~~process~~is ~~that~~affiliated ~~will~~with ~~encompass~~our sponsor, ~~among other~~officers ~~things,~~or adirectors. ~~review~~In ofthe ~~historical~~event ~~and~~we ~~projected~~seek ~~financial~~to ~~and~~complete ~~operating~~our ~~data,~~initial business ~~meetings~~combination with ~~management~~a ~~and~~company ~~their~~that ~~advisors~~is ~~(if~~affiliated ~~applicable), on-site~~with ~~inspection~~our ofsponsor, ~~facilities~~officers ~~and~~or ~~assets~~directors, ~~discussion~~we, ~~with~~or ~~customers~~a ~~and~~committee ~~suppliers~~of independent directors, will ~~legal~~obtain ~~reviews~~an ~~and~~opinion ~~other~~from ~~reviews~~an asindependent weinvestment ~~deem~~banking ~~appropriate. We~~firm ~~will~~that ~~also~~is ~~utilize~~a ~~our~~member ~~expertise~~of inFINRA ~~evaluating~~or ~~operating~~an ~~projections,~~independent ~~financial~~accounting ~~projections~~firm ~~and~~that ~~determining~~our initial ~~the~~business ~~appropriate~~combination ~~return expectations~~is ~~given~~fair ~~the~~to ~~risk~~our ~~profile~~company offrom ~~the~~a ~~target~~financial ~~business~~point of view.

WeOur officers and directors indirectly own founder ~~are~~shares ~~not~~and/or ~~prohibited~~private ~~from~~placement ~~pursuing~~warrants. Because of this ownership, our ~~initial~~officers ~~business~~and ~~combination~~directors ~~with~~may have a ~~company~~conflict ~~that~~of interest in determining whether a particular target business is ~~affiliated~~an appropriate business with which to effectuate our ~~sponsor~~initial business combination. In particular, because ~~officers~~the orfounder ~~directors~~shares were purchased at approximately $0. In005 per share, the ~~event~~holders weof ~~seek~~our tofounder ~~complete~~shares (including our officers and directors that directly or indirectly own founder shares) could make a substantial profit after our initial business combination ~~with~~even if our public stockholders experience substantial losses on their investment as a ~~company~~result ~~that~~of isa ~~affiliated~~decrease in the post-combination value of their public shares (after accounting for any adjustments in connection with ~~our~~an ~~sponsor~~exchange or other transaction contemplated by the business combination). Further, each of our officers orand directors~~, we,~~ ormay have a ~~committee~~conflict of ~~independent~~interest ~~directors,~~with ~~will~~respect ~~obtain~~to anevaluating ~~opinion~~a ~~from~~particular anbusiness combination ~~independent~~if ~~investment~~the ~~banking~~retention ~~firm~~or ~~that~~resignation isof any such officers and directors were to be included by a ~~member~~target ofbusiness ~~FINRA~~as a condition orto anany ~~independent~~agreement ~~accounting~~with ~~firm~~respect ~~that~~to our initial business combination. isFor ~~fair~~additional toinformation regarding our ~~company~~executive ~~from~~officers’ and adirectors’ ~~financial~~business ~~point~~affiliations and potential conflicts of ~~view~~interest, see “Management - Officers and Directors” and “Management - Conflicts of Interest.”

~~Our~~ Some of our officers and directors ~~indirectly~~presently ~~own founder shares~~ have, and~~/or~~ ~~private~~any ~~placement warrants. Because~~ of ~~this~~them ~~ownership,~~in ~~our~~the ~~officers~~future ~~and directors~~ may have aadditional, ~~conflict~~fiduciary ofor ~~interest~~contractual inobligations ~~determining~~to ~~whether~~other aentities ~~particular~~pursuant ~~target~~to ~~business~~which issuch anofficer or ~~appropriate~~director ~~business~~is ~~with~~or ~~which~~will be required to ~~effectuate our~~present ~~initial~~a business combination opportunity. ~~In particular~~Accordingly, ~~because~~if ~~the~~any ~~founder~~of ~~shares~~our ~~were~~officers ~~purchased~~or atdirectors ~~approximately~~becomes aware ~~$0.005~~of ~~per~~a ~~share,~~business ~~the~~combination ~~holders of~~opportunity ~~our~~which ~~founder~~is ~~shares~~suitable ~~(including~~for ~~our~~an ~~officers~~entity ~~and~~to ~~directors~~which ~~that~~he ~~directly~~ or ~~indirectly~~she ~~own~~has ~~founder~~then-current ~~shares)~~fiduciary ~~could~~or ~~make~~contractual obligations ato ~~substantial profit~~present ~~after~~the ~~our~~opportunity ~~initial~~to ~~business~~such ~~combination~~entity, ~~even~~he ifor ~~our~~she ~~public~~will ~~stockholders~~honor ~~experience~~his ~~substantial~~or ~~losses~~her onfiduciary ~~their~~or ~~investment~~contractual asobligations ato present ~~result~~such ofopportunity ato ~~decrease~~such inentity. ~~the~~We ~~post-combination~~believe, ~~value~~however, ofthat ~~their~~the ~~public~~fiduciary ~~shares~~duties ~~(after~~or ~~accounting~~contractual ~~for~~obligations ~~any~~of ~~adjustments~~our inofficers ~~connection~~or ~~with an~~directors ~~exchange~~will ornot ~~other~~materially ~~transaction~~affect ~~contemplated~~our byability ~~the~~to complete our initial business combination). ~~Further,~~Our ~~each~~amended ~~of our officers~~ and ~~directors~~restated ~~may~~certificate ~~have~~of ~~a conflict~~incorporation ofprovides ~~interest~~that ~~with~~we ~~respect~~renounce toour ~~evaluating~~interest ain ~~particular~~any ~~business~~corporate ~~combination~~opportunity ifoffered ~~the~~to ~~retention~~any director or ~~resignation~~officer ofunless ~~any~~ such ~~officers~~opportunity ~~and~~is ~~directors~~expressly ~~were~~offered to besuch ~~included~~person bysolely ain ~~target~~his ~~business~~or her capacity as a ~~condition~~director toor ~~any~~officer ~~agreement~~of ~~with~~our ~~respect~~company toand ~~our~~such ~~initial~~opportunity ~~business~~is ~~combination.~~one ~~For~~we ~~additional~~are legally ~~information~~and ~~regarding~~contractually ~~our~~permitted ~~executive~~to ~~officers’~~undertake and ~~directors’~~would ~~business~~otherwise ~~affiliations~~be ~~and~~reasonable ~~potential~~for ~~conflicts~~us ofto ~~interest~~pursue, ~~see~~and to the extent the director or officer ~~“Management —~~is ~~Officers~~permitted ~~and~~to ~~Directors”~~refer ~~and~~that ~~“Management —~~opportunity ~~Conflicts~~to ofus ~~Interest~~without violating another legal obligation.”

Some of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.5

Our sponsor, officers and directors are permitted to participate in the formation of, or become an officer or director of, another special purpose acquisition company at any time. As a result, our sponsor, officers and 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. 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.

6Our Management Team

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

~~Members of~~We believe our management team’s ~~are~~operating and ~~not~~transaction ~~obligated~~experience toand ~~devote~~relationships ~~any~~with ~~specific~~companies ~~number~~will ofprovide ~~hours~~us towith ~~our~~a ~~matters~~substantial ~~but~~number ~~they~~of ~~intend~~potential tobusiness ~~devote~~combination targets. asOver ~~much~~the course of their ~~time~~ ascareers, ~~they~~the ~~deem~~members ~~necessary~~of to our ~~affairs~~management ~~until~~team we have ~~completed~~developed ~~our~~a ~~initial~~broad ~~business~~network ~~combination~~of contacts and corporate relationships in various industries. ~~The~~This ~~amount~~network ofhas ~~time~~grown ~~that~~through ~~any~~the ~~member~~ activities of our management team ~~will~~sourcing, ~~devote~~acquiring inand ~~any~~financing businesses, ~~time~~our ~~period~~management ~~will~~team’s ~~vary~~relationships ~~based~~with onsellers, ~~whether~~financing asources and target ~~business~~management ~~has~~teams ~~been~~and ~~selected~~the ~~for~~experience of our ~~initial business~~management ~~combination~~team in executing transactions under varying economic and financial market conditions. See the ~~current~~section ~~stage~~of this annual report on Form 10-K entitled “Management” for a more complete description of ~~the~~our ~~business~~management ~~combination~~team’s ~~process~~experience.

~~We believe~~In ~~our~~addition, ~~management~~the ~~team’s~~members ~~operating~~of ~~and~~our ~~transaction~~board ~~experience~~of ~~and~~directors have ~~relationships~~significant ~~with~~executive ~~companies~~management ~~will~~and ~~provide~~public uscompany ~~with a substantial number of potential business combination targets~~experience. Over the course of their careers, the members of our management team and board of directors have developed a broad network of contacts and corporate relationships inthat ~~various~~we ~~industries.~~believe ~~This~~will ~~network~~be ~~has~~useful ~~grown~~for ~~through the activities of our management team~~ sourcing~~, acquiring and financing businesses, our management team’s relationships with sellers, financing sources and target~~ ~~management~~acquisition ~~teams and the experience of our management team in executing transactions under varying economic and financial market conditions~~opportunities. ~~See~~ ~~the~~This ~~section~~network ofhas ~~this~~been ~~annual~~developed ~~report~~through ~~on Form 10-K entitled “Management” for a more complete description of~~ our management team’s experience. in:

~~In addition~~● sourcing, ~~the~~acquiring, ~~members~~operating, ofdeveloping, ~~our board of directors have significant executive management and public company experience. Over the course of their careers~~growing, ~~the~~financing ~~members of our management team~~ and ~~board~~selling ofbusinesses; ~~directors have developed a broad network of contacts~~ and ~~corporate relationships that we believe will be useful for sourcing acquisition opportunities. This network has been developed through our management team’s experience in:~~

● ~~sourcing,~~executing ~~acquiring,~~transactions ~~operating,~~under ~~developing,~~varying ~~growing,~~economic ~~financing~~ and ~~selling~~financial ~~businesses;~~market ~~and~~conditions.

●This ~~executing~~network has provided our management team with a flow of referrals that have resulted in numerous transactions. ~~under~~We ~~varying~~believe ~~economic~~that the network of contacts and ~~financial~~relationships ~~market~~of ~~conditions~~our management team will provide us with an important source of acquisition opportunities. In addition, we anticipate that target business candidates will also be brought to our attention from various unaffiliated sources, including investment bankers, private investment funds and other intermediaries. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this annual report on Form 10-K and know the types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

~~This network~~Status has provided our management team with a flow of referrals that have resulted in numerous transactions. We believe that the network of contacts and relationships of our management team will provide us with an important source of acquisition opportunities. In addition, we anticipate that target business candidates will also be brought to our attention from various unaffiliated sources, including investment bankers, private investment funds and other intermediaries. Target businesses may be brought to our attention by such unaffiliated sources as a ~~result~~Public of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this annual report on Form 10-K and know the types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.Company

~~Status~~We believe our structure will make us an attractive business combination partner to target businesses. As a public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. Following an initial business combination, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with stockholders’ interests than it would as a ~~Public~~private ~~Company~~company. A target business can further benefit by augmenting its profile among potential new customers and vendors and aid in attracting talented employees. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our shares of Class A common stock (or shares of a new holding company) or for a combination of our shares of Class A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe our structure will make us an attractive business combination partner to target businesses. As a public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. Following an initial business combination, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with stockholders’ interests than it would as a private company. A target business can further benefit by augmenting its profile among potential new customers and vendors and aid in attracting talented employees. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our shares of Class A common stock (or shares of a new holding company) or for a combination of our shares of Class A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.6

7Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with an initial business combination with us.

~~Although there~~Furthermore, ~~are~~once ~~various~~a ~~costs~~proposed ~~and~~initial ~~obligations~~business ~~associated~~combination is ~~with~~completed, ~~being~~the atarget ~~public~~business ~~company~~will have effectively become public, wewhereas ~~believe~~an ~~target~~initial ~~businesses~~public ~~will~~offering ~~find~~is ~~this~~always ~~method~~subject ato the underwriters’ ~~more~~ability ~~expeditious~~to ~~and~~complete ~~cost~~the ~~effective~~offering, ~~method~~as towell ~~becoming~~as ageneral ~~public~~market ~~company~~conditions, ~~than~~which ~~the~~could ~~typical~~delay ~~initial~~or ~~public~~prevent the offering. ~~The~~from ~~typical~~occurring ~~initial~~or could ~~public~~have ~~offering~~negative ~~process~~valuation ~~takes~~consequences. aFollowing ~~significantly~~an ~~longer~~initial ~~period~~business ofcombination, ~~time~~we ~~than~~believe the ~~typical~~target business ~~combination~~would ~~transaction~~then ~~process,~~have ~~and there~~greater ~~are~~access ~~significant~~to ~~expenses~~capital inand ~~the~~an ~~initial~~additional ~~public~~means ~~offering~~of ~~process,~~providing ~~including~~management ~~underwriting~~incentives ~~discounts~~consistent ~~and~~with ~~commissions,~~stockholders’ ~~marketing~~interests and ~~road~~the ability ~~show~~to ~~efforts~~use ~~that~~its ~~may~~shares ~~not~~as becurrency ~~present~~for toacquisitions. ~~the~~Being ~~same~~a ~~extent~~public incompany ~~connection~~can ~~with~~offer anfurther ~~initial~~benefits ~~business~~by ~~combination~~augmenting ~~with~~a uscompany’s profile among potential new customers and vendors and aid in attracting talented employees.

~~Furthermore, once~~While awe ~~proposed~~believe ~~initial~~that ~~business~~our ~~combination~~structure isand ~~completed,~~our ~~the~~management team’s ~~target~~backgrounds ~~business~~ will ~~have~~make ~~effectively~~us ~~become public, whereas~~ an ~~initial public~~attractive ~~offering~~business ispartner, ~~always~~some ~~subject~~potential totarget ~~the~~businesses ~~underwriters’~~may ~~ability~~view toour ~~complete~~status ~~the offering,~~ as ~~well~~a ~~as general market conditions,~~blank ~~which~~check ~~could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination~~company, wesuch ~~believe~~as ~~the~~our ~~target~~lack ~~business~~of ~~would then have greater access to capital and~~ an ~~additional~~operating ~~means~~history ~~of providing management incentives consistent with stockholders’ interests~~ and ~~the~~our ability to ~~use~~seek ~~its~~stockholder ~~shares~~approval asof ~~currency~~any ~~for~~proposed ~~acquisitions.~~initial ~~Being a public~~business ~~company~~combination, ~~can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees~~negatively.

~~While~~We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we ~~believe~~are eligible to take advantage of certain exemptions from various reporting requirements that ~~our~~are ~~structure~~applicable ~~and~~to ~~our~~other ~~management~~public ~~team’s~~companies ~~backgrounds~~that ~~will~~are ~~make~~not us“emerging angrowth ~~attractive~~companies” including, ~~business~~but ~~partner~~not limited to, ~~some~~not ~~potential target~~being ~~businesses~~required ~~may~~to ~~view~~comply ~~our~~with ~~status~~the asindependent aregistered ~~blank~~public ~~check~~accounting ~~company~~firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, ~~such~~reduced asdisclosure obligations regarding executive compensation in our ~~lack~~periodic reports and proxy statements, and exemptions from the requirements of anholding ~~operating~~a ~~history~~non-binding ~~and~~advisory ~~our~~vote ~~ability~~on toexecutive ~~seek~~compensation and stockholder approval of any ~~proposed~~golden ~~initial~~parachute ~~business~~payments ~~combination~~not previously approved. If some investors find our securities less attractive as a result, there ~~negatively~~may be a less active trading market for our securities and the prices of our securities may be more volatile.

~~We are~~In ~~an “emerging growth company~~addition,” ~~as defined in~~ Section ~~2(a)~~ 107 of the ~~Securities Act, as modified by the~~ JOBS Act. ~~As such,~~also ~~we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public~~provides ~~companies~~ that ~~are~~an ~~not~~ “emerging growth ~~companies~~company” ~~including,~~can ~~but~~take ~~not~~advantage ~~limited~~of ~~to, not being required to comply with~~ the ~~independent registered~~extended ~~public~~transition ~~accounting~~period ~~firm~~provided ~~attestation~~in ~~requirements of~~ Section ~~404~~ 7(a)(2)(B) of the Securities ~~Sarbanes-Oxley~~ Act, ~~reduced~~for ~~disclosure~~complying ~~obligations regarding~~with ~~executive~~new ~~compensation~~or inrevised ~~our~~accounting ~~periodic~~standards. ~~reports~~In ~~and~~other ~~proxy statements~~words, ~~and~~an ~~exemptions~~“emerging ~~from~~growth ~~the~~company” ~~requirements~~can ~~of holding a non-binding~~delay ~~advisory~~the ~~vote~~adoption onof ~~executive~~certain ~~compensation~~accounting ~~and~~standards ~~stockholder~~until ~~approval~~those ofstandards ~~any~~would ~~golden~~otherwise ~~parachute~~apply ~~payments~~to ~~not~~private ~~previously approved~~companies. ~~If some investors~~We ~~find~~intend ~~our~~to ~~securities~~take ~~less attractive as a result, there may be a less active trading market for our securities and the prices~~advantage of ~~our~~the ~~securities~~benefits ~~may~~of bethis ~~more~~extended ~~volatile~~transition period.

InWe will remain an emerging growth company until ~~addition,~~the ~~Section 107~~earlier of (1) the ~~JOBS~~last ~~Act~~day ~~also~~of ~~provides~~the ~~that~~fiscal anyear ~~“emerging~~(a) ~~growth~~following ~~company”~~the ~~can~~fifth ~~take~~anniversary ~~advantage~~ of the ~~extended transition~~completion ~~period~~of ~~provided~~our inIPO, ~~Section 7~~(ab) in which we have total annual gross revenue of at least $1.07 billion, or (2c)~~(B)~~ ofin ~~the~~which ~~Securities~~we ~~Act~~are ~~for~~deemed ~~complying~~to ~~with~~be ~~new~~a orlarge ~~revised~~accelerated ~~accounting~~filer, ~~standards.~~which Inmeans the market ~~other~~value ~~words,~~of anour ~~“emerging~~Class ~~growth~~A ~~company”~~common ~~can~~stock ~~delay~~that ~~the~~is ~~adoption~~held by non-affiliates exceeds $700 million as of ~~certain~~the ~~accounting~~prior ~~standards~~June ~~until~~30th, ~~those~~and ~~standards~~(2) ~~would~~the ~~otherwise~~date ~~apply~~on towhich ~~private~~we ~~companies.~~have Weissued ~~intend~~more tothan ~~take~~$1.0 ~~advantage~~billion ofin ~~the~~non-convertible ~~benefits~~debt ofsecurities ~~this~~during ~~extended~~the ~~transition~~prior three-year period.

~~We will~~Additionally, ~~remain~~we anare ~~emerging~~a ~~growth~~“smaller reporting company” ~~until~~as ~~the~~defined ~~earlier~~in ofItem 10(f)(1) ~~the~~ ~~last~~of ~~day~~Regulation ofS-K. ~~the~~Smaller ~~fiscal~~reporting ~~year~~companies ~~(a) following~~may ~~the~~take ~~fifth~~advantage ~~anniversary~~ of ~~the~~certain ~~completion~~reduced ofdisclosure obligations, ~~our IPO~~including, ~~(b) in~~among ~~which~~other wethings, ~~have~~providing ~~total~~only ~~annual~~two ~~gross~~years ~~revenue~~ of ataudited ~~least~~financial $1statements.07 ~~billion,~~We orwill ~~(c) in~~remain ~~which~~a wesmaller reporting ~~are~~company ~~deemed~~until tothe belast aday ~~large~~of ~~accelerated~~the ~~filer,~~fiscal year in which ~~means~~(1) the market value of our ~~Class A~~ common stock ~~that is~~ held by non-affiliates ~~exceeds~~ equals or exceeds $~~700~~250 million as of the ~~prior~~end ~~June~~of ~~30th,~~that year’s second fiscal quarter and (2) ~~the~~ ~~date~~our onannual ~~which~~revenues weequaled ~~have~~or ~~issued~~exceeded ~~more~~$100 ~~than~~million ~~$1.0~~during such ~~billion~~completed infiscal year or the market value of our common stock held by non-~~convertible debt~~affiliates ~~securities~~equals ~~during~~or exceeds $700 million as of the ~~prior~~end of ~~three-~~that year’s ~~period~~second fiscal quarter.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.7

8Financial Position

~~Financial~~With funds available for an initial business combination ~~Position~~initially in the amount of $196,849,000 assuming no redemptions before fees and expenses associated with our initial business combination and the payment of $6,822,000 of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

~~With funds~~Effecting ~~available~~Our ~~for~~Initial anBusiness initial business combination initially in the amount of $196,849,000 assuming no redemptions before fees and expenses associated with our initial business combination and the payment of $6,822,000 of deferred underwriting fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.Combination

~~Effecting~~We are not presently engaged in, and have not engaged ~~Our~~in, ~~Initial~~any ~~Business~~operations ~~Combination~~since our IPO. We intend to effectuate our initial business combination using cash from the proceeds of our IPO and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to backstop agreements we may enter into following the consummation of our IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

~~We are~~If ~~not~~our ~~presently~~initial ~~engaged~~business ~~in,~~combination ~~and~~is wepaid ~~will not engage in, any operations~~ for ~~an indefinite period of time following our IPO. We intend~~ tousing ~~effectuate~~equity ~~our~~or ~~initial~~debt ~~business~~securities, ~~combination~~or ~~using~~not ~~cash~~all ~~from~~of the ~~proceeds~~funds ofreleased ~~our~~from ~~IPO and~~ the ~~private~~trust ~~placement~~account ofare ~~the~~used ~~private~~for ~~placement warrants,~~payment ~~the proceeds~~ of the ~~sale~~consideration ~~of our shares~~ in connection with our initial business combination ~~(pursuant~~or toused ~~backstop~~for ~~agreements we~~redemptions ~~may enter into following the consummation~~ of our ~~IPO~~Class orA ~~otherwise)~~common stock, ~~shares~~we ~~issued~~may toapply the ~~owners~~balance of the cash ~~target,~~released ~~debt issued~~ to ~~bank or~~us ~~other~~from ~~lenders~~the ortrust ~~the~~account ~~owners~~for ofgeneral ~~the~~corporate ~~target~~purposes, orincluding afor ~~combination~~maintenance ofor ~~the~~expansion ~~foregoing.~~of Weoperations ~~may~~of ~~seek~~the post-transaction tocompany, ~~complete~~the ~~our~~payment ~~initial~~of ~~business~~principal ~~combination with a company~~ or ~~business~~interest ~~that~~due ~~may~~on beindebtedness ~~financially~~incurred ~~unstable or~~ in ~~its~~completing ~~early~~our ~~stages~~initial ofbusiness ~~development or growth~~combination, to ~~which~~fund ~~would subject us to~~ the ~~numerous~~purchase ~~risks~~of ~~inherent~~other incompanies ~~such~~or ~~companies~~for ~~and~~working ~~businesses~~capital.

IfWe may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, isand ~~paid~~we ~~for~~may effectuate our initial business combination using ~~equity~~the orproceeds ~~debt~~of ~~securities,~~such oroffering ~~not~~rather ~~all~~than ofusing the ~~funds~~amounts ~~released~~held ~~from~~in the trust account. In addition, ~~are~~we ~~used~~intend ~~for~~to ~~payment~~target ofbusinesses ~~the~~larger ~~consideration~~than inwe ~~connection~~could acquire with ~~our~~the ~~initial~~net ~~business~~proceeds ~~combination~~of orour ~~used~~IPO ~~for~~and ~~redemptions~~the sale of ~~our~~the ~~Class A~~private placement warrants, ~~common~~and ~~stock~~may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we ~~may~~would ~~apply~~expect to complete such financing only simultaneously with the ~~balance~~completion of our initial business combination. In the ~~cash~~case ~~released~~of toan usinitial ~~from~~business combination funded with assets other than the trust account ~~for~~assets, ~~general~~our ~~corporate~~proxy ~~purposes,~~materials or ~~including~~tender ~~for maintenance~~offer ordocuments ~~expansion~~disclosing ofthe ~~operations~~initial business combination would disclose the terms of the ~~post-transaction~~financing ~~company~~and, ~~the~~only ~~payment~~if required by law, we would seek stockholder approval of ~~principal~~such orfinancing. ~~interest~~There ~~due~~are no prohibitions on ~~indebtedness~~our ~~incurred~~ability to raise funds privately or through loans in ~~completing~~connection with our initial business combination. At this time, towe ~~fund~~are ~~the~~not ~~purchase~~a ofparty ~~other~~to ~~companies~~any arrangement or ~~for~~understanding ~~working~~with ~~capital~~any third party with respect to raising any additional funds through the sale of securities or otherwise.

~~We may~~There ~~seek~~is tono ~~raise~~current ~~additional~~basis ~~funds~~for ~~through~~investors ~~a private offering of debt or equity securities~~ in ~~connection with the completion of~~ our ~~initial~~ ~~business~~Class ~~combination,~~A ~~and~~common westock ~~may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend~~ to ~~target~~evaluate ~~businesses larger than we could acquire with~~ the ~~net~~possible ~~proceeds~~merits ~~of our~~or ~~IPO~~risks ~~and the sale~~ of the ~~private~~target ~~placement warrants, and may as a result be required to seek additional financing to complete such proposed initial~~ business ~~combination. Subject to compliance~~ with ~~applicable~~which ~~securities laws,~~ we ~~would~~may ~~expect~~ultimately to complete ~~such financing only simultaneously with the completion of~~ our initial business combination. InAlthough ~~the~~our ~~case~~management ofwill anassess ~~initial business combination funded with assets other than~~ the ~~trust~~risks ~~account~~inherent ~~assets,~~in ~~our~~a ~~proxy~~particular ~~materials~~target orbusiness ~~tender~~with ~~offer~~which ~~documents~~we ~~disclosing~~may ~~the initial business combination~~combine, ~~would~~we ~~disclose~~cannot ~~the~~assure ~~terms~~you ofthat ~~the~~this ~~financing~~assessment ~~and,~~will ~~only~~result ifin ~~required~~our byidentifying ~~law,~~all werisks ~~would~~that ~~seek~~a ~~stockholder~~target ~~approval~~business ofmay ~~such financing~~encounter. ~~There are~~Furthermore, nosome ~~prohibitions~~of onthose ~~our~~risks ~~ability~~may tobe ~~raise~~outside ~~funds~~of ~~privately or through loans in connection with~~ our ~~initial~~control, ~~business~~meaning ~~combination.~~that ~~At this time,~~ we ~~are~~can ~~not~~do anothing ~~party~~ to ~~any~~control ~~arrangement~~ or ~~understanding~~reduce ~~with~~the ~~any~~chances ~~third~~that ~~party~~those ~~with~~risks ~~respect to raising any additional funds through~~will ~~the~~adversely ~~sale~~impact ofa ~~securities~~target ~~or otherwise~~business.

There is no current basis for investors in our Class A common stock 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.8

9Sources of Target Businesses

~~Sources~~We anticipate that target business candidates will ofbe brought to our attention from various unaffiliated sources, including investment bankers and investment professionals. Target ~~Businesses~~businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this annual report on Form 10-K and know what types of businesses we are targeting. Our officers and directors, as well as our sponsor and their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors and our sponsor and their respective industry and business contacts as well as their affiliates. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination. We have agreed to pay an affiliate of our sponsor a total of $25,000 per month for office space, utilities and secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business combination candidate.

We ~~anticipate~~ ~~that~~are ~~target~~not ~~business~~prohibited ~~candidates will be brought to our attention~~ from ~~various~~pursuing unaffiliated sources, including investment bankers and investment professionals. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an ~~unsolicited~~initial basis, since many of these sources will have read this annual report on Form 10-K and know what types of businesses we are targeting. Our officers and directors, as well as our sponsor and their affiliates, may also bring to our attention target business ~~candidates~~combination ~~that they~~with ~~become aware of through their business contacts as~~ a ~~result~~company ~~of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities~~ that ~~would not~~is ~~otherwise~~affiliated ~~necessarily~~with ~~be available to us as a result of the business relationships of~~ our ~~officers and directors and our~~ sponsor ~~and~~, ~~their~~executive ~~respective~~officers ~~industry and business contacts as well as their affiliates. While we do not presently anticipate engaging the services of professional firms~~ or ~~other individuals that specialize in business acquisitions on any formal basis~~directors, ~~we may engage these firms~~ or ~~other~~ ~~individuals~~making in the ~~future,~~acquisition ~~in which event we may pay~~ through a ~~finder’s~~joint ~~fee,~~venture ~~consulting fee, advisory fee~~ or other ~~compensation~~form ~~to be determined in an arm’s length negotiation based on the terms~~ of ~~the~~shared ~~transaction.~~ownership We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with ~~a potential transaction that~~ our ~~management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction~~sponsor, inexecutive ~~which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing~~ officers or directors,. orIn ~~any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by~~ the ~~company~~event ~~prior~~we seek to, ~~or in connection with any services rendered for any services they render in order~~complete toan ~~effectuate, the completion of our~~ initial business combination ~~(regardless~~with ofa ~~the~~target ~~type of transaction~~ that it is). ~~None~~affiliated ofwith our sponsor, executive officers or directors, we, or ~~any~~a committee of ~~their~~independent ~~respective affiliates~~directors, ~~will~~would beobtain ~~allowed~~an toopinion ~~receive any compensation, finder’s fees or consulting fees~~ from aan ~~prospective~~independent ~~business~~investment ~~combination~~banking ~~target~~which inis ~~connection with~~ a ~~contemplated~~member ~~initial business combination. We have agreed to pay an affiliate~~ of ~~our~~FINRA ~~sponsor~~or a ~~total~~qualified ~~of $25,000 per month for office space, utilities and secretarial and administrative~~independent ~~support~~accounting ~~and~~firm tothat ~~reimburse~~such ~~our sponsor for any out-of-pocket expenses related to identifying, investigating and completing~~ an initial business combination. ~~Some~~is offair to our ~~officers and directors may enter into employment or consulting agreements with the post-transaction~~ company ~~following~~ ~~our~~from ~~initial~~a ~~business~~financial ~~combination.~~point ~~The presence or absence~~ of ~~any~~view. ~~such~~We ~~fees~~are ~~or arrangements will~~ not berequired ~~used as a criterion~~to inobtain ~~our~~such ~~selection process of~~ an ~~initial~~opinion ~~business~~in ~~combination~~any ~~candidate~~other context.

~~We are~~As ~~not~~more ~~prohibited~~fully ~~from~~discussed ~~pursuing~~in anthe ~~initial~~section ~~business~~of ~~combination~~this annual ~~with~~report aon ~~company~~Form ~~that~~10-K isentitled ~~affiliated~~“Management ~~with~~- ~~our~~Conflicts ~~sponsor,~~of ~~executive officers or directors~~Interest,” orif ~~making~~any ~~the acquisition through a joint venture or other form~~ of ~~shared ownership with~~ our ~~sponsor, executive~~ officers or directors. Inbecomes ~~the~~aware of ~~event we seek to complete~~ an initial business combination ~~with~~opportunity ~~a target~~ that isfalls ~~affiliated~~within ~~with~~the ~~our~~line ~~sponsor,~~of ~~executive officers~~business orof ~~directors,~~any ~~we,~~entity orto awhich ~~committee~~he ofor ~~independent~~she ~~directors,~~has ~~would~~pre-existing fiduciary ~~obtain~~or ancontractual ~~opinion~~obligations, ~~from~~he anor ~~independent~~she ~~investment~~may ~~banking~~be ~~which is~~required ato ~~member~~present ofsuch ~~FINRA~~business orcombination aopportunity ~~qualified~~to ~~independent~~such ~~accounting~~entity ~~firm~~prior to ~~that~~presenting such ~~an initial~~ business combination isopportunity ~~fair~~ to ~~our~~us. ~~company~~Our ~~from a~~officers ~~financial~~and ~~point~~directors ofcurrently ~~view.~~have Wecertain ~~are~~relevant ~~not~~fiduciary ~~required~~duties or tocontractual ~~obtain~~obligations ~~such~~that anmay ~~opinion~~take inpriority ~~any~~over ~~other~~their ~~context~~duties to us.

~~As more~~Selection ~~fully discussed in the section~~ of ~~this~~a ~~annual~~Target ~~report~~Business onand ~~Form~~Structuring ~~10-K entitled “Management — Conflicts~~ of ~~Interest,” if any of~~ our ~~officers~~Initial ~~or directors becomes aware of an initial business combination opportunity that falls within the line of business~~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.Combination

~~Selection~~Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of aat ~~Target~~least ~~Business~~80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and ~~Structuring~~taxes payable on the interest earned on the trust account) at the time of our ~~Initial~~signing a ~~Business~~definitive ~~Combination~~agreement in connection with our initial business combination. 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. 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 that is a member of FINRA or an independent accounting firm 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.

10In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire 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% of net assets test. There is no basis for investors in our securities to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination.

~~In any~~To ~~case,~~the extent we ~~will~~effect ~~only~~our ~~complete an~~ initial business combination with ina ~~which~~company ~~we own~~ or ~~acquire~~business ~~50%~~that ormay ~~more~~be offinancially ~~the~~unstable ~~outstanding voting securities of the target~~ or ~~otherwise~~in ~~acquire~~its aearly ~~controlling~~stages ~~interest~~of indevelopment ~~the~~or ~~target~~growth ~~sufficient~~we ~~for~~may ~~it not to~~ be ~~required~~affected toby ~~register as an investment~~numerous ~~company~~risks ~~under~~inherent ~~the~~in ~~Investment~~such ~~Company~~company ~~Act~~or business. IfAlthough weour ~~own~~management orwill ~~acquire~~endeavor ~~less~~to ~~than~~evaluate ~~100% of~~ the ~~equity~~risks ~~interests~~inherent orin ~~assets of~~ a ~~target~~particular ~~business~~target ~~or businesses~~business, ~~the~~we ~~portion~~cannot ofassure ~~such~~you ~~business or businesses~~ that ~~are~~we ~~owned or acquired by the post-transaction company is what~~ will ~~be taken~~properly ~~into~~ascertain ~~account for purposes of Nasdaq’s 80% of net assets test. There is no basis for investors in our securities to evaluate the possible merits~~ or ~~risks~~assess ofall ~~any~~significant ~~target~~risk ~~business with which we may ultimately complete our initial business combination~~factors.

~~To the~~In ~~extent~~evaluating ~~we effect our initial business combination with~~ a ~~company~~prospective or business ~~that~~target, ~~may~~we expect beto ~~financially~~conduct ~~unstable~~a orthorough indue ~~its~~diligence ~~early~~review, ~~stages of~~which ~~development or growth we~~ may beencompass, ~~affected~~among byother ~~numerous~~things, ~~risks~~meetings ~~inherent~~with inincumbent ~~such~~management ~~company~~and oremployees, document ~~business.~~reviews, ~~Although~~interviews ~~our~~of ~~management~~customers ~~will~~and ~~endeavor to~~suppliers, ~~evaluate~~inspection ~~the~~of ~~risks~~facilities, ~~inherent~~as inwell as a ~~particular~~review ~~target~~of ~~business,~~financial weand ~~cannot~~other ~~assure you~~ information that we will ~~properly~~be ~~ascertain~~made oravailable ~~assess~~to ~~all significant risk factors~~us.

~~In evaluating~~The atime ~~prospective~~required ~~business~~to ~~target,~~select weand ~~expect~~evaluate a target business and to ~~conduct~~structure aand ~~thorough~~complete ~~due~~our ~~diligence~~initial ~~review~~business combination, ~~which~~and ~~may~~the ~~encompass,~~costs ~~among~~associated ~~other~~with ~~things~~this process, are not currently ~~meetings~~ascertainable with ~~incumbent~~any ~~management~~degree ~~and~~of ~~employees,~~certainty. ~~document~~Any ~~reviews,~~costs ~~interviews~~incurred ofwith ~~customers~~respect ~~and~~to ~~suppliers,~~the ~~inspection~~identification and evaluation of ~~facilities,~~a prospective target asbusiness ~~well~~with aswhich aour ~~review~~initial ofbusiness ~~financial~~combination ~~and~~is ~~other~~not ~~information~~ultimately ~~that~~completed will beresult ~~made~~in ~~available~~our incurring losses and will reduce the funds we can use to uscomplete another business combination.

~~The time~~Lack 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.~~Business 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.Diversification

~~Lack~~For an indefinite period of time after the completion of ~~Business~~our ~~Diversification~~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 completing our initial business combination with only a single entity, our lack of diversification may:

~~For an~~● ~~indefinite~~subject ~~period~~us ofto ~~time~~negative ~~after~~economic, ~~the~~competitive ~~completion~~and ofregulatory ~~our initial business combination~~developments, ~~the~~any ~~prospects~~or ~~for~~all ~~our~~of ~~success~~which may ~~depend~~have ~~entirely on the future performance of~~ a ~~single~~substantial ~~business.~~adverse ~~Unlike~~impact ~~other~~on ~~entities that have~~ the ~~resources~~particular toindustry ~~complete business combinations with multiple entities~~ in ~~one~~which ~~or several industries, it is probable that~~ we ~~will~~operate ~~not~~after ~~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 completing our initial business combination with only a single entity, our lack of diversification may:~~and

● ~~subject~~cause us to ~~negative~~depend ~~economic,~~on ~~competitive~~the marketing and ~~regulatory~~sale ~~developments, any or all~~ of ~~which may have~~ a ~~substantial~~single ~~adverse~~product ~~impact~~or onlimited ~~the~~number ~~particular~~of ~~industry~~products inor ~~which we operate after our initial business combination; and~~services.

●Limited ~~cause~~Ability us to ~~depend~~Evaluate on the ~~marketing~~Target’s ~~and~~Management ~~sale of a single product or limited number of products or services.~~Team

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

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.10

11We cannot assure you that 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.

~~We cannot~~Following ~~assure~~an ~~you~~initial ~~that~~business ~~any~~combination, ofwe ~~our~~may seek ~~key~~to ~~personnel~~recruit ~~will~~additional ~~remain~~managers into ~~senior~~supplement ~~management~~the orincumbent ~~advisory~~management ~~positions~~of ~~with~~ the ~~combined~~target ~~company~~business. ~~The determination~~We ascannot toassure ~~whether~~you ~~any~~that ofwe ~~our~~will ~~key~~have the ~~personnel~~ability ~~will~~to ~~remain~~recruit ~~with~~additional ~~the~~managers, ~~combined~~or ~~company~~that ~~will~~additional bemanagers ~~made~~will athave the ~~time~~requisite ofskills, ~~our~~knowledge ~~initial~~or ~~business~~experience necessary ~~combination~~to enhance the incumbent management.

~~Following an~~Stockholders ~~initial~~May ~~business~~Not ~~combination,~~Have ~~we may seek to recruit additional managers to supplement~~ the ~~incumbent~~Ability ~~management of the target business. We cannot assure you that we will have the ability~~ to ~~recruit~~Approve ~~additional~~Our ~~managers,~~Initial ~~or that additional managers will have the requisite~~Business ~~skills, knowledge or experience necessary to enhance the incumbent management.~~Combination

~~Stockholders~~We may conduct redemptions without a stockholder ~~May~~vote ~~Not~~pursuant ~~Have~~to the ~~Ability~~tender offer rules of the SEC. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to ~~Approve~~seek ~~Our~~stockholder ~~Initial~~approval ~~Business~~for ~~Combination~~business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

~~We may~~Type ~~conduct~~of ~~redemptions~~Transaction ~~without~~Whether aStockholder ~~stockholder~~Approval ~~vote~~is ~~pursuant~~Required toPurchase ~~the~~of ~~tender~~assets ~~offer~~No ~~rules~~Purchase of ~~the SEC. However, we will seek stockholder approval if it is required by law or applicable~~ stock ~~exchange~~of ~~rule,~~target ornot weinvolving ~~may~~a ~~decide~~merger towith ~~seek~~the ~~stockholder~~company ~~approval~~No ~~for~~Merger ~~business~~of ortarget ~~other~~into ~~legal reasons.~~a ~~Presented~~subsidiary inof the ~~table~~company ~~below~~No isMerger ~~a graphic explanation~~ of the ~~types~~company ofwith ~~initial~~a ~~business~~target ~~combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.~~Yes

~~Type~~Under ofNasdaq’s ~~Transaction~~listing ~~Whether~~rules, ~~Stockholder~~stockholder approval ~~Approval~~would isbe ~~Required~~required ~~Purchase~~for ofour ~~assets~~initial Nobusiness ~~Purchase~~combination ofif, ~~stock~~for ~~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~~example:

~~Under Nasdaq’s~~● ~~listing~~we ~~rules,~~issue ~~stockholder~~shares ~~approval~~of ~~would~~Class A common stock that will be ~~required~~equal ~~for~~to or in excess of 20% of the number of shares of our ~~initial~~Class ~~business~~A ~~combination~~common ~~if,~~stock ~~for~~then ~~example:~~outstanding;

● weany ~~issue~~of ~~shares~~our ofdirectors, ~~Class~~officers Aor ~~common~~substantial ~~stock~~stockholders ~~that~~(as ~~will~~defined beby ~~equal~~Nasdaq torules) has a 5% or ingreater ~~excess~~interest of(or 20such persons collectively have a 10% ofor greater interest), directly or indirectly, in the ~~number~~target ofbusiness ~~shares~~or ofassets ~~our~~to ~~Class~~be Aacquired or otherwise and the present or potential issuance of common stock ~~then~~could result in an increase in outstanding common shares or voting power of 5% or more; or

● 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~~issuance ~~business~~ or ~~assets to be acquired or otherwise and the present or~~ potential issuance of common stock ~~could~~will result in anour ~~increase~~undergoing ina ~~outstanding~~change ~~common shares or voting power~~ of ~~5% or more; or~~control.

●Permitted ~~the~~Purchases ~~issuance or potential issuance~~ of ~~common stock will result in~~ our ~~undergoing a change of control.~~Securities

~~Permitted~~If we seek stockholder approval of our initial ~~Purchases~~business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our ~~Securities~~initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions prior to completion of our initial business combination.

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 initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions prior to completion of our initial business combination.11

12The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

~~The purpose~~Our ofsponsor, ~~any~~officers, ~~such~~directors ~~purchases~~and/or oftheir ~~shares~~affiliates anticipate ~~could~~that bethey tomay ~~vote~~identify ~~such~~the ~~shares~~stockholders inwith ~~favor~~whom ofour ~~the~~sponsor, ~~initial~~officers, ~~business~~directors ~~combination~~or ~~and~~their ~~thereby~~affiliates ~~increase the~~may ~~likelihood~~pursue ofprivately negotiated ~~obtaining~~purchases ~~stockholder~~by ~~approval~~either of the ~~initial~~stockholders ~~business~~contacting ~~combination~~us directly or toby ~~satisfy~~our areceipt ~~closing~~of ~~condition~~redemption inrequests ansubmitted ~~agreement~~by stockholders ~~with~~following aour ~~target~~mailing ~~that requires us to have a minimum net worth or a certain amount~~ of ~~cash~~proxy atmaterials ~~the~~in ~~closing~~connection ofwith our initial business combination~~, where~~. itTo ~~appears~~the extent that ~~such~~our ~~requirement~~sponsor, ~~would~~officers, directors, ~~otherwise~~advisors ~~not~~or betheir ~~met.~~affiliates ~~The~~enter ~~purpose~~into ofa ~~any~~private ~~such~~purchase, ~~purchases~~they ofwould ~~public~~identify ~~warrants~~and ~~could~~contact beonly topotential ~~reduce~~selling stockholders ~~the~~who ~~number~~have ofexpressed ~~public~~their ~~warrants~~election ~~outstanding or~~ to ~~vote~~redeem ~~such~~their ~~warrants~~shares onfor ~~any~~a ~~matters~~pro ~~submitted~~rata toshare of the ~~warrant~~trust ~~holders~~account ~~for~~or ~~approval~~vote inagainst ~~connection with~~ our initial business combination., ~~Any~~whether ~~such~~or ~~purchases~~not ofsuch ~~our~~stockholder ~~securities~~has ~~may~~already ~~result~~submitted ina ~~the~~proxy ~~completion~~with ofrespect to our initial business combination ~~that may not otherwise have been possible~~. InOur ~~addition~~sponsor, officers, ifdirectors, ~~such~~advisors ~~purchases~~or ~~are~~their ~~made,~~affiliates ~~the~~will ~~public~~only ~~“float”~~purchase ~~of our~~ shares ofif ~~Class A common~~such ~~stock~~purchases orcomply ~~warrants~~with ~~may~~Regulation beM ~~reduced~~under ~~and~~ the ~~number of beneficial holders of our securities may be reduced, which may make it difficult~~Exchange toAct ~~maintain~~and ~~or obtain~~ the ~~quotation,~~other ~~listing~~federal ~~or trading of our~~ securities ~~on a national securities exchange~~laws.

~~Our~~ Any purchases by our sponsor, officers, directors and/or their affiliates ~~anticipate~~who ~~that~~are ~~they~~affiliated ~~may~~purchasers ~~identify~~under ~~the~~Rule ~~stockholders~~10b-18 ~~with~~under ~~whom~~the ~~our~~Exchange ~~sponsor,~~Act ~~officers, directors~~will oronly ~~their~~be ~~affiliates~~made ~~may~~to ~~pursue~~the ~~privately~~extent ~~negotiated~~such purchases are byable ~~either~~to ~~the~~be ~~stockholders~~made ~~contacting~~in uscompliance ~~directly~~with orRule by10b-18, ~~our~~which ~~receipt of~~is ~~redemption~~a ~~requests~~safe ~~submitted~~harbor byfrom ~~stockholders~~liability ~~following~~for ~~our~~manipulation ~~mailing~~under ofSection ~~proxy~~9(a)(2) ~~materials~~and inRule 10b-5 ~~connection~~of ~~with~~the ~~our~~Exchange ~~initial business combination~~Act. To ~~the~~Rule ~~extent~~10b-18 ~~that~~has ~~our~~certain ~~sponsor,~~technical ~~officers,~~requirements ~~directors,~~that ~~advisors~~must orbe ~~their~~complied ~~affiliates~~with ~~enter~~in ~~into~~order afor ~~private~~the ~~purchase,~~safe ~~they~~harbor ~~would~~to ~~identify~~be ~~and~~available ~~contact~~to ~~only~~the ~~potential~~purchaser. ~~selling~~Our ~~stockholders~~sponsor, ~~who~~officers, ~~have~~directors ~~expressed~~and/or their ~~election~~affiliates towill ~~redeem~~not ~~their~~make ~~shares~~purchases ~~for~~of acommon ~~pro~~stock ~~rata~~if ~~share of~~ the purchases ~~trust~~would ~~account~~violate orSection ~~vote~~9(a)(2) ~~against~~or ~~our~~Rule ~~initial~~10b-5 ~~business~~of ~~combination,~~the ~~whether~~Exchange orAct. ~~not~~Any such ~~stockholder~~purchases ~~has~~will ~~already~~be ~~submitted~~reported apursuant ~~proxy with respect~~ to ~~our~~Section ~~initial~~13 ~~business~~and ~~combination. Our sponsor, officers, directors, advisors or their affiliates will only purchase shares if such~~Section ~~purchases~~16 ~~comply~~of ~~with~~the ~~Regulation~~Exchange MAct ~~under~~to the ~~Exchange~~extent ~~Act~~such ~~and~~purchases ~~the~~are ~~other~~subject ~~federal~~to ~~securities~~such ~~laws~~reporting requirements.

~~Any purchases~~Redemption byRights 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~~Public ~~under~~Stockholders ~~Section 9(a)(2)~~upon ~~and~~Completion ~~Rule 10b-5~~ of ~~the Exchange Act. Rule 10b-18 has certain~~our ~~technical~~Initial ~~requirements~~Business that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. 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.Combination

~~Redemption~~We will provide our public stockholders with the ~~Rights~~opportunity ~~for~~to ~~Public~~redeem ~~Stockholders~~all or a portion of their shares of Class A common stock upon ~~Completion~~the completion of our ~~Initial~~initial ~~Business~~business ~~Combination~~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 the initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes or to fund our working capital requirements, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.10 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers, directors, special advisor and our other advisors 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 and any public shares held by them in connection with the completion of our initial business combination.

~~We will~~Manner ~~provide our public stockholders with the opportunity to redeem all or a portion~~ of ~~their~~Conducting shares of Class A common stock upon the completion 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 the initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes or to fund our working capital requirements, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.10 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers, directors, special advisor and our other advisors 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 and any public shares held by them in connection with the completion of our initial business combination.Redemptions

13We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial 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. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. If we structure an initial business combination with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed initial business combination. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. So long as we maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

~~Manner of Conducting Redemptions~~12

~~We will~~If ~~provide our public stockholders with the opportunity to redeem all or~~ a ~~portion of their shares of Class A common stock upon the completion of our initial business combination either (i) in connection with a~~ stockholder ~~meeting~~vote ~~called~~is to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial 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. Under Nasdaq rules, asset acquisitions and stock purchases would not ~~typically~~required ~~require stockholder approval while direct mergers with our company where we do not survive~~ and ~~any transactions where~~ we ~~issue more than 20%~~do of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. If we structure an initial business combination with a target company in a manner that requires stockholder approval, we will not ~~have discretion~~decide as to ~~whether~~hold ~~to seek~~ a stockholder vote to approve the proposed initial business combination. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons~~. So long as we maintain a listing for our securities on Nasdaq~~, we will, bepursuant ~~required~~ to ~~comply~~our ~~with~~amended ~~such~~and ~~rules.~~restated certificate of incorporation:

~~If a~~● ~~stockholder~~conduct ~~vote~~the isredemptions ~~not~~pursuant ~~required and we do not decide~~ to ~~hold~~Rule a13e-4 ~~stockholder~~and ~~vote~~Regulation ~~for~~14E ~~business~~of orthe ~~other~~Exchange ~~legal reasons~~Act, wewhich ~~will,~~regulate ~~pursuant to~~issuer ~~our~~tender ~~amended~~offers; and ~~restated certificate of incorporation:~~

● ~~conduct~~file tender offer documents with the ~~redemptions~~SEC ~~pursuant~~prior to ~~Rule~~completing ~~13e-4~~our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation ~~14E~~14A of the Exchange Act, which ~~regulate~~regulates ~~issuer~~the ~~tender~~solicitation ~~offers;~~of ~~and~~proxies.

●Upon ~~file~~the ~~tender~~public ~~offer~~announcement ~~documents~~of ~~with~~our ~~the~~initial ~~SEC~~business combination, ~~prior~~we toor ~~completing~~ our ~~initial~~sponsor ~~business~~will ~~combination~~terminate ~~which~~any ~~contain~~plan ~~substantially~~established ~~the~~in ~~same~~accordance ~~financial~~with ~~and~~Rule ~~other~~10b5-1 ~~information~~to ~~about~~purchase ~~the~~shares ~~initial~~of ~~business~~our ~~combination~~Class ~~and~~A common stock in the ~~redemption~~open ~~rights~~market asif iswe ~~required~~elect ~~under~~to ~~Regulation~~redeem ~~14A~~our ofpublic ~~the~~shares ~~Exchange~~through ~~Act~~a tender offer, ~~which~~to ~~regulates~~comply ~~the~~with ~~solicitation~~Rule of14e-5 ~~proxies~~under the Exchange Act.

~~Upon~~In the event we conduct redemptions pursuant to the ~~public~~tender ~~announcement~~offer ofrules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, wethe ortender offer will be conditioned on public stockholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will ~~terminate~~be ~~any~~based ~~plan~~on ~~established~~the requirement that we may not redeem public shares in ~~accordance~~an ~~with~~amount that ~~Rule 10b5-1~~would cause our net tangible assets to ~~purchase~~be ~~shares~~less ofthan ~~our~~$5,000,001 ~~Class A~~(so ~~common~~that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the ~~open~~agreement ~~market~~relating ifto weour ~~elect~~initial tobusiness combination ~~redeem~~upon consummation of our ~~public~~initial ~~shares~~business ~~through~~combination and after payment of underwriters’ fees and commissions. If public astockholders tender ~~offer,~~more shares than we have offered to ~~comply~~purchase, ~~with~~we ~~Rule 14e-5~~will ~~under~~withdraw the ~~Exchange~~tender ~~Act~~offer and not complete the initial business combination.

~~In the event we conduct redemptions pursuant to the tender offer rules~~If, ~~our offer to redeem will remain open for at least 20 business days~~however, in ~~accordance~~stockholder ~~with~~approval ~~Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration~~ of the ~~tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering~~transaction ~~more~~is ~~than~~required ~~a specified number of public shares which are not purchased~~ by ~~our~~law ~~sponsor,~~or ~~which~~stock ~~number~~exchange ~~will~~listing ~~be based on the~~ requirement ~~that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5~~,~~000,001~~ ~~(so~~or ~~that~~ we ~~are~~decide ~~not subject~~ to ~~the~~obtain ~~SEC’s~~stockholder ~~“penny~~approval ~~stock”~~for ~~rules)~~business or ~~any~~other ~~greater~~legal ~~net tangible asset or cash requirement which may be contained~~reasons, inwe ~~the~~will, ~~agreement~~pursuant ~~relating~~ to our ~~initial~~amended ~~business~~and ~~combination~~restated ~~upon~~certificate ~~consummation~~ of our initial business combination and after payment of underwriters’ fees and commissions. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.incorporation:

~~If, however,~~● ~~stockholder~~conduct ~~approval of~~ the ~~transaction~~redemptions isin ~~required~~conjunction bywith ~~law~~a orproxy ~~stock~~solicitation ~~exchange~~pursuant ~~listing~~to ~~requirement,~~Regulation or14A weof ~~decide~~the toExchange ~~obtain~~Act, ~~stockholder approval~~which ~~for~~regulates ~~business~~the orsolicitation ~~other~~of ~~legal reasons~~proxies, weand ~~will,~~not pursuant to ~~our~~the ~~amended~~tender ~~and~~offer ~~restated~~rules; ~~certificate of incorporation:~~and

● ~~conduct~~file ~~the~~proxy ~~redemptions~~materials ~~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~~SEC.

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

14If 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 will count toward this quorum and pursuant to the letter agreement, our sponsor, officers, directors, special advisor and our other advisors have agreed to vote their founder shares and any public shares purchased during or after our IPO (including in open market and privately negotiated transactions) in favor of our initial business combination. The anchor investors have also agreed to vote the founder shares held by them in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. In addition, as a result of the founder shares and private placement warrants that the anchor investors may hold (directly or indirectly), they may have different interests with respect to a vote on an initial business combination than other public stockholders. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our sponsor, officers, directors, special advisor and our other advisors may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.13

~~If we~~Our ~~seek~~amended ~~stockholder~~and ~~approval,~~restated wecertificate ~~will complete our initial business combination only if a majority~~ of ~~the outstanding shares of common~~incorporation ~~stock~~provides ~~voted~~that ~~are voted~~ in ~~favor~~no ofevent ~~the initial business combination. A quorum for such meeting~~ will ~~consist~~we ofredeem ~~the~~our ~~holders~~public ~~present~~shares in ~~person~~ oran byamount ~~proxy~~that ofwould ~~shares~~cause ofour ~~outstanding~~net ~~capital~~tangible ~~stock~~assets ofto ~~the~~be ~~company~~less ~~representing~~than a$5,000,001 (so ~~majority~~that ofwe ~~the~~are ~~voting~~not ~~power~~subject ofto ~~all~~the ~~outstanding shares~~SEC’s of“penny ~~capital~~ stock” ofrules) ~~the~~or ~~company~~any ~~entitled~~greater tonet ~~vote~~tangible atasset ~~such~~or ~~meeting.~~cash ~~Our~~requirement which ~~initial~~may ~~stockholders~~be ~~will~~contained ~~count~~in ~~toward~~the ~~this~~agreement ~~quorum~~relating ~~and pursuant~~ to ~~the letter agreement,~~ our ~~sponsor,~~initial ~~officers,~~business ~~directors,~~combination ~~special~~upon ~~advisor~~consummation ~~and~~of our ~~other~~initial ~~advisors~~business ~~have agreed to vote their founder shares~~combination and ~~any public shares purchased during or~~ after ~~our~~payment ~~IPO~~of ~~(including~~underwriters’ infees ~~open market~~ and ~~privately~~commissions. ~~negotiated~~For ~~transactions)~~example, inthe ~~favor~~proposed ~~of our~~ initial business combination. ~~The~~may ~~anchor~~require: ~~investors~~(i) cash ~~have~~consideration ~~also~~to ~~agreed~~be paid to ~~vote~~ the ~~founder~~target ~~shares~~or ~~held~~its byowners, ~~them~~(ii) incash ~~favor~~to ofbe ~~our~~transferred ~~initial business~~to ~~combination.~~the ~~For~~target ~~purposes~~for ofworking ~~seeking~~capital ~~approval~~or ofother ~~the~~general corporate ~~majority~~purposes ofor ~~our~~(iii) ~~outstanding~~the ~~shares~~retention of ~~common~~cash ~~stock~~to ~~voted,~~satisfy ~~non-votes~~other ~~will have~~conditions noin ~~effect~~accordance onwith the ~~approval~~terms of ~~our~~the proposed initial business combination ~~once a quorum is obtained~~. In ~~addition, as a result of~~ the ~~founder shares~~event ~~and private placement warrants that~~ the ~~anchor~~aggregate ~~investors~~cash ~~may~~consideration ~~hold~~we ~~(directly~~would orbe ~~indirectly),~~required ~~they may have different interests with respect~~ to apay ~~vote~~for onall anshares ~~initial~~of ~~business~~Class ~~combination~~A ~~than~~common ~~other~~stock ~~public~~that ~~stockholders. We intend to give approximately 30 days~~are ~~(but~~validly ~~not~~submitted ~~less~~for ~~than~~redemption ~~10 days~~plus ~~nor more than 60 days) prior written notice of~~ any ~~such~~amount ~~meeting,~~required ifto ~~required,~~satisfy atcash ~~which~~conditions apursuant ~~vote~~to ~~shall be~~the ~~taken~~terms toof ~~approve~~the ~~our~~proposed initial business combination. ~~These~~exceed ~~quorum and voting thresholds, and~~ the ~~voting~~aggregate ~~agreements~~amount of ~~our~~cash ~~sponsor,~~available ~~officers~~to us, ~~directors,~~ ~~special advisor and our other advisors may make it more likely that~~ we will ~~consummate~~not ~~our~~complete the initial business combination. ~~Each public~~or ~~stockholder~~redeem ~~may~~any ~~elect~~shares, and toall ~~redeem~~shares ~~its~~of ~~public~~Class ~~shares~~A ~~irrespective~~common ofstock ~~whether~~submitted ~~they~~for ~~vote~~redemption ~~for~~will orbe ~~against~~returned to the ~~proposed~~holders ~~transaction~~thereof.

~~Our amended~~Limitation ~~and~~on ~~restated~~Redemption certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination upon ~~consummation~~Completion of our ~~initial~~Initial ~~business combination and after payment of underwriters’ fees and commissions. For example, the~~Business ~~proposed~~Combination ~~initial~~if business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we ~~would~~Seek beStockholder required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.Approval

~~Limitation~~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 more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “Excess Shares.” Such restriction shall also be applicable to our affiliates. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on ~~Redemption~~other ~~upon~~undesirable terms. ~~Completion~~Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our ~~Initial~~IPO ~~Business~~could ~~Combination~~threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our IPO without our prior consent, we ~~Seek~~believe ~~Stockholder~~we ~~Approval~~will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial 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 Excess Shares) for or against our initial business combination.

~~Notwithstanding the~~Tendering ~~foregoing,~~Stock ifCertificates ~~we seek stockholder approval of our initial business combination and we do not conduct redemptions~~ in ~~connection~~Connection with ~~our~~ ~~initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that~~ a ~~public~~Tender ~~stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert~~Offer or asRedemption a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “Excess Shares.” Such restriction shall also be applicable to our affiliates. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our IPO without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial 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 Excess Shares) for or against our initial business combination.Rights

15We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the 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 Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the 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.

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

We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the 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 Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the 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.14

~~There~~ The foregoing is adifferent ~~nominal~~from ~~cost~~the ~~associated~~procedures used by many blank check companies. In order to perfect redemption rights in connection with ~~the~~their ~~above-referenced~~business ~~tendering~~combinations, ~~process~~many ~~and~~blank ~~the~~check companies ~~act~~would ofdistribute ~~certificating~~proxy materials for the ~~shares~~stockholders’ orvote ~~delivering~~on ~~them~~an ~~through~~initial business combination, and a holder could simply ~~the~~vote ~~DWAC~~against ~~System.~~a ~~The~~proposed ~~transfer~~initial ~~agent~~business ~~will~~combination ~~typically~~and ~~charge~~check a box on the ~~tendering~~proxy ~~broker~~card ~~$80~~indicating such holder was seeking to exercise his or her redemption rights.00 ~~and~~After itthe ~~would~~initial bebusiness upcombination towas approved, the ~~broker~~company ~~whether~~would orcontact ~~not~~ such stockholder to ~~pass~~arrange for ~~this~~him ~~cost~~or onher to ~~the~~deliver ~~redeeming~~his ~~holder~~or her certificate to verify ownership. ~~However~~As a result, ~~this~~the ~~fee~~stockholder ~~would~~then behad ~~incurred~~an ~~regardless~~“option window” after the completion of ~~whether~~the initial business combination during which he or ~~not~~she wecould ~~require~~monitor ~~holders~~the ~~seeking~~price of the company’s stock in tothe ~~exercise~~market. If the price rose above the redemption ~~rights~~price, tohe ~~tender~~or ~~their~~she could sell his or her shares. ~~The~~in ~~need~~the toopen ~~deliver~~market before actually delivering his or her shares isto athe ~~requirement~~company offor ~~exercising~~cancellation. As a result, the redemption rights, ~~regardless~~to which stockholders were aware they needed to ofcommit before the ~~timing~~stockholder meeting, would become “option” rights surviving past the completion of ~~when~~the ~~such~~initial business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery ~~must~~prior beto ~~effectuated~~the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the initial business combination is approved.

~~The foregoing~~Any isrequest ~~different~~to ~~from~~redeem ~~the~~such ~~procedures~~shares, ~~used~~once bymade, ~~many~~may be ~~blank~~withdrawn ~~check~~at ~~companies.~~any Intime ~~order~~up to ~~perfect~~the ~~redemption~~date ~~rights~~set forth in ~~connection~~the ~~with their~~tender ~~business~~offer ~~combinations,~~materials ~~many~~or ~~blank~~the ~~check~~date ~~companies~~of ~~would~~the ~~distribute~~stockholder ~~proxy~~meeting ~~materials~~set ~~for~~forth ~~the~~in ~~stockholders’~~our proxy ~~vote~~materials, onas anapplicable. ~~initial business combination~~Furthermore, ~~and~~if a holder ~~could~~of ~~simply vote against~~ a ~~proposed~~public ~~initial~~share ~~business~~delivered ~~combination~~its ~~and~~certificate ~~check~~in aconnection ~~box~~with onan ~~the~~election ~~proxy card~~of ~~indicating such holder was seeking to exercise his or her~~ redemption rights. ~~After~~and ~~the~~subsequently ~~initial~~decides ~~business~~prior ~~combination~~to ~~was approved,~~ the ~~company~~ ~~would~~applicable ~~contact~~date ~~such~~not ~~stockholder~~ to ~~arrange~~elect ~~for him or her~~ to ~~deliver~~exercise ~~his~~such ~~or her certificate to verify ownership. As a result~~rights, ~~the~~ ~~stockholder~~such ~~then~~holder ~~had~~may ansimply ~~“option window” after the completion of the initial business combination during which he or she~~request ~~could~~that ~~monitor~~ the ~~price~~transfer ofagent ~~the~~return ~~company’s stock in~~ the ~~market.~~certificate If(physically ~~the price rose above the redemption price, he~~ or ~~she~~electronically). ~~could~~It ~~sell his~~is oranticipated ~~her~~that ~~shares in~~ the ~~open~~funds ~~market~~to ~~before~~be ~~actually~~distributed ~~delivering his or her shares~~ to ~~the company for cancellation. As a result, the redemption~~holders ~~rights,~~of toour ~~which~~public ~~stockholders~~shares ~~were~~electing ~~aware they needed~~ to ~~commit~~redeem ~~before~~their ~~the~~shares ~~stockholder~~will ~~meeting,~~be ~~would~~distributed ~~become~~promptly ~~“option”~~after ~~rights surviving past~~ the completion of ~~the~~our 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 initial business combination is approved.~~

~~Any request~~If toour ~~redeem~~initial ~~such~~business ~~shares,~~combination ~~once~~is ~~made,~~not ~~may~~approved or becompleted ~~withdrawn~~for at any ~~time~~reason, upthen toour ~~the~~public ~~date~~stockholders ~~set~~who ~~forth~~elected into ~~the~~exercise ~~tender~~their ~~offer~~redemption ~~materials~~rights orwould ~~the date~~not ofbe ~~the~~entitled ~~stockholder~~to ~~meeting~~redeem their ~~set~~shares ~~forth~~for inthe ~~our proxy materials, as~~ applicable. ~~Furthermore,~~pro ifrata ~~a holder of a public~~ share ~~delivered its certificate in connection with an election~~ of ~~redemption rights and subsequently decides prior to~~ the ~~applicable~~trust ~~date~~account. ~~not~~In ~~to elect to exercise~~ such ~~rights~~case, ~~such~~we ~~holder~~will ~~may~~promptly ~~simply request that the transfer agent~~ return ~~the~~any ~~certificate~~certificates ~~(physically or electronically).~~delivered Itby ispublic ~~anticipated that the funds to be distributed to~~ holders ofwho ~~our~~elected ~~public shares electing~~ to redeem their shares ~~will be distributed promptly after the completion of our initial business combination~~.

If our initial proposed initial business combination is not ~~approved~~completed, orwe ~~completed~~may ~~for~~continue ~~any~~to ~~reason,~~try ~~then~~to ~~our~~complete ~~public~~an ~~stockholders~~initial ~~who~~business ~~elected~~combination towith ~~exercise~~a ~~their redemption~~different ~~rights~~target ~~would~~until ~~not~~18 bemonths ~~entitled~~from tothe closing ~~redeem~~of ~~their~~our ~~shares~~IPO ~~for~~(or ~~the~~24 ~~applicable~~months ~~pro~~from ~~rata~~the ~~share~~closing of ~~the~~our ~~trust~~IPO ~~account.~~if Inwe ~~such~~have ~~case~~filed a proxy statement, registration statement or similar filing wefor ~~will~~an ~~promptly~~initial ~~return~~business ~~any~~combination ~~certificates~~but ~~delivered~~have bynot ~~public~~completed ~~holders~~the ~~who~~initial ~~elected~~business tocombination ~~redeem~~within ~~their~~such ~~shares~~18-month period).

~~If our~~Redemption ~~initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination with a different target until 18 months from the closing~~ of ~~our~~Public ~~IPO~~Shares ~~(or~~and 24Liquidation ~~months from the closing of our IPO~~ if weno ~~have~~Initial ~~filed a proxy~~Business ~~statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period).~~Combination

16Our amended and restated certificate of incorporation provides that we have only 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period) to complete our initial business combination. If we are unable to complete our initial business combination within such 18-month period (or 24-month period, as applicable), 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 subject to lawfully available funds therefor, 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 earned on the funds held in the trust account and not previously released to us to pay our taxes or to fund our working capital requirements (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of 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 18-month time period (or 24-month time period, as applicable).

~~Redemption of Public Shares and Liquidation if no Initial Business Combination~~15

Our initial stockholders have agreed to waive their ~~amended~~rights ~~and~~to ~~restated~~liquidating ~~certificate~~distributions offrom ~~incorporation~~the ~~provides~~trust ~~that~~account with respect to any founder shares held by them if we ~~have~~fail ~~only~~to complete our initial business combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period). toHowever, ~~complete~~if our ~~initial~~sponsor, ~~business combination. If we are unable to complete~~ our ~~initial~~officers ~~business~~or ~~combination~~directors ~~within such 18-month period (~~or ~~24-month period, as applicable), we will: (i) cease all operations except for~~ the ~~purpose~~anchor ofinvestors ~~winding~~acquire ~~up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, 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 earned on the funds held in the trust account and not previously released to us to pay our taxes~~ or toafter ~~fund~~ our ~~working capital requirements (less up to $100~~IPO,~~000~~ ofthey ~~interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption~~ will ~~completely~~be ~~extinguish~~entitled ~~public stockholders’ rights as stockholders (including the right~~ to ~~receive further~~ liquidating distributions, iffrom ~~any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to~~ the ~~approval~~trust ofaccount 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~~such ~~warrants,~~public ~~which~~shares ~~will expire worthless~~ if we fail to complete our initial business combination within the allotted 18-month time period (or 24-month time period, as applicable).

Our sponsor, officers, directors, special advisor ~~initial~~and ~~stockholders~~our other advisors have agreed, pursuant to ~~waive~~a ~~their~~written ~~rights~~agreement with us, that they will not propose any amendment to ~~liquidating~~our ~~distributions~~amended ~~from~~and restated certificate of incorporation (i) to modify the ~~trust~~substance ~~account~~or ~~with~~timing ~~respect~~of the ability of holders of our public shares to ~~any~~seek ~~founder~~redemption ~~shares~~in ~~held~~connection bywith ~~them~~our initial business combination or our obligation to redeem 100% of our public shares if we ~~fail~~do tonot complete our initial business combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period). ~~However,~~or if(ii) ~~our~~with ~~sponsor,~~respect ~~our~~to ~~officers~~any other provision relating to stockholders’ rights or ~~directors~~pre-initial business combination oractivity, ~~the~~unless ~~anchor~~we ~~investors~~provide ~~acquire~~our public stockholders with the opportunity to redeem their shares inof orClass ~~after~~A ~~our~~common ~~IPO~~stock upon approval of any such amendment at a per-share price, ~~they~~payable ~~will~~in becash, ~~entitled~~equal to ~~liquidating~~the ~~distributions~~aggregate ~~from~~amount then on deposit in the trust account including interest earned on the funds held in the trust account ~~with~~and ~~respect~~not previously released to ~~such~~us to pay our taxes and/or to fund our working capital requirements, divided by the number of then outstanding public shares. ifHowever, we ~~fail~~may not redeem our public shares in an amount that would cause our net tangible assets to ~~complete~~be less than $5,000,001 upon consummation of our initial business combination ~~within~~and after payment of underwriters’ fees and commissions (so that we are not subject to the ~~allotted~~SEC’s ~~18-month~~“penny ~~time~~stock” rules). If this optional ~~period~~redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or ~~24-month~~the ~~time~~related ~~period,~~redemption asof ~~applicable)~~our public shares at such time.

~~Our sponsor,~~We ~~officers,~~expect ~~directors,~~that ~~special~~all ~~advisor~~costs and ~~our~~expenses ~~other~~associated with ~~advisors~~implementing ~~have~~our ~~agreed~~plan of dissolution, ~~pursuant~~as towell aas ~~written~~payments ~~agreement~~to ~~with~~any uscreditors, ~~that they~~ will ~~not~~be ~~propose~~funded ~~any~~from ~~amendment~~amounts toremaining ~~our~~out ~~amended and restated certificate~~ of ~~incorporation (i) to modify~~ the ~~substance or timing of~~approximately ~~the~~$2,160,205 ~~ability~~ of ~~holders~~proceeds ofheld ~~our~~outside ~~public~~the ~~shares~~trust toaccount ~~seek~~upon ~~redemption~~closing inof ~~connection with~~ our initial ~~business~~public ~~combination~~offering, oralthough ~~our~~we ~~obligation to~~cannot ~~redeem~~assure ~~100%~~you ofthat there ~~our~~will ~~public~~be ~~shares~~sufficient iffunds wefor dosuch ~~not~~purpose. ~~complete~~We ~~our~~will ~~initial~~depend ~~business~~on ~~combination~~sufficient ~~within~~interest 18being ~~months~~earned ~~from~~on the ~~closing~~proceeds ofheld ~~our~~in ~~IPO (or 24 months from~~ the ~~closing~~trust account ofto ~~our~~pay ~~IPO~~any iftax obligations we ~~have~~may ~~filed~~owe ~~a proxy statement, registration statement~~ or ~~similar filing~~ for anworking ~~initial business~~capital ~~combination~~purposes ~~but~~(provided ~~have~~that ~~not completed~~ the ~~initial~~funds ~~business~~released ~~combination~~for ~~within~~working ~~such~~capital ~~18-month period) or (ii) with respect to~~purposes ~~any~~may ~~other~~not ~~provision~~exceed ~~relating~~$250,000 toannually). ~~stockholders’ rights or pre-initial business combination activity~~However, ~~unless~~if wethose ~~provide~~funds ~~our~~are ~~public stockholders~~not ~~with~~sufficient ~~the opportunity~~ to ~~redeem~~cover ~~their~~the ~~shares~~costs ofand ~~Class A~~expenses ~~common~~associated ~~stock~~with ~~upon~~implementing our ~~approval~~plan of ~~any such amendment at a per-share price~~dissolution, ~~payable in cash, equal~~ to the ~~aggregate~~extent ~~amount~~that ~~then~~there onis ~~deposit~~any ~~in the trust account including~~ interest ~~earned~~accrued ~~on the funds held~~ in the trust account ~~and~~ not ~~previously~~required ~~released~~ to ~~us to~~ pay ~~our~~ taxes ~~and/or~~on tointerest ~~fund~~income earned ~~our~~on ~~working capital requirements, divided by~~ the ~~number~~ oftrust ~~then~~account ~~outstanding public shares. However~~balance, we may ~~not~~request ~~redeem~~the ~~our~~trustee ~~public~~to ~~shares~~release into us an additional amount ~~that~~of ~~would~~up ~~cause our net tangible assets~~ to ~~be less than~~ $5100,000~~,001~~ ~~upon consummation~~ of ~~our~~such ~~initial business combination and after payment of underwriters’ fees~~accrued ~~and~~interest ~~commissions (so that we are not subject~~ to ~~the~~pay ~~SEC’s~~those ~~“penny~~costs ~~stock”~~and ~~rules)~~expenses. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time.

17If we were to expend all of the net proceeds of our IPO and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.10. 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 substantially less than $10.10. 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.

~~We expect~~Although ~~that~~we will seek to have all ~~costs~~vendors, ~~and~~service providers, ~~expenses~~prospective ~~associated~~target ~~with~~businesses ~~implementing~~or ~~our~~other ~~plan~~entities ofwith ~~dissolution,~~which aswe ~~well~~do asbusiness ~~payments~~execute toagreements with us waiving any ~~creditors~~right, ~~will be~~title, ~~funded~~interest ~~from~~or ~~amounts~~claim ~~remaining~~of ~~out~~any ofkind ~~the~~in ~~approximately~~or ~~$2,160,205~~to ofany ~~proceeds~~monies held ~~outside~~in the trust account for the benefit of our public stockholders, ~~although~~there weis ~~cannot~~no ~~assure~~guarantee ~~you~~ that ~~there~~they will beexecute ~~sufficient~~such ~~funds~~agreements ~~for~~or ~~such~~even ~~purpose.~~if Wethey ~~will~~execute ~~depend~~such onagreements ~~sufficient~~that ~~interest~~they ~~being~~would ~~earned~~be onprevented ~~the~~from ~~proceeds~~bringing ~~held~~claims inagainst the trust account toincluding ~~pay~~but ~~any~~not ~~tax~~limited ~~obligations~~to wefraudulent ~~may~~inducement, ~~owe~~breach of fiduciary responsibility or ~~for~~other ~~working~~similar ~~capital~~claims, ~~purposes~~as ~~(provided~~well as ~~that~~claims challenging the ~~funds~~enforceability ~~released~~of ~~for~~the ~~working capital~~waiver, ~~purposes~~in ~~may~~each ~~not~~case ~~exceed~~in ~~$250,000~~order ~~annually).~~to ~~However~~gain an advantage with respect to a claim against our assets, ifincluding ~~those~~the funds ~~are~~held ~~not~~in ~~sufficient~~the trust account. If any third party refuses to ~~cover~~execute ~~the~~an ~~costs~~agreement ~~and~~waiving ~~expenses~~such ~~associated~~claims to the monies ~~with~~held ~~implementing~~in the trust account, our ~~plan~~management will perform an analysis of ~~dissolution,~~the alternatives available to ~~the~~it ~~extent~~and ~~that~~will ~~there~~only isenter ~~any~~into ~~interest~~an ~~accrued~~agreement with ina ~~the~~third ~~trust~~party ~~account~~that has not ~~required~~executed toa ~~pay~~waiver if management believes that such third party’s engagement would be significantly ~~taxes~~more onbeneficial ~~interest~~to ~~income~~us ~~earned~~than onany ~~the~~alternative. ~~trust~~Examples ~~account~~of ~~balance,~~possible instances where we may ~~request~~engage ~~the~~a ~~trustee~~third party that refuses to ~~release~~execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to usbe ansignificantly superior ~~additional~~to ~~amount~~those of upother consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to ~~$100,000~~execute a waiver. We are not aware of any product or service providers who have not or will not provide such ~~accrued~~waiver ~~interest~~other tothan the ~~pay~~underwriters ~~those~~of ~~costs~~our IPO and ~~expenses~~our independent registered public accounting firm.

If we were to expend all of the net proceeds of our IPO and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.10. 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 substantially less than $10.10. 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.16

~~Although we~~In ~~will~~addition, ~~seek~~there tois ~~have~~no ~~all~~guarantee ~~vendors,~~that ~~service~~such ~~providers,~~entities will ~~prospective~~agree ~~target~~to ~~businesses~~waive orany ~~other~~claims ~~entities~~they ~~with~~may ~~which~~have wein dothe ~~business~~future ~~execute agreements~~as ~~with~~a usresult ~~waiving any right~~of, ~~title, interest~~ or ~~claim~~arising out of, any ~~kind~~negotiations, incontracts or toagreements with ~~any~~us ~~monies~~and ~~held~~will innot seek recourse against the trust account for ~~the~~any ~~benefit of~~reason. ~~our~~Our ~~public~~sponsor ~~stockholders,~~has ~~there~~agreed ~~is no guarantee~~ that ~~they~~it will ~~execute~~be ~~such~~liable ~~agreements~~to orus ~~even~~ if ~~they~~and to ~~execute~~the ~~such~~extent ~~agreements~~any ~~that they~~claims ~~would~~by bea ~~prevented~~third ~~from~~party ~~bringing~~for ~~claims~~services ~~against~~rendered ~~the~~or ~~trust~~products ~~account~~sold ~~including~~to ~~but~~us, ~~not~~or ~~limited~~a toprospective ~~fraudulent~~target ~~inducement,~~business ~~breach~~with ofwhich we ~~fiduciary~~have ~~responsibility~~entered orinto ~~other~~a ~~similar~~written ~~claims~~letter of intent, asconfidentiality ~~well~~or assimilar ~~claims~~agreement ~~challenging~~or ~~the~~business ~~enforceability~~combination ofagreement, reduce the ~~waiver,~~amount of funds in ~~each~~the ~~case~~trust inaccount ~~order~~ to ~~gain~~below anthe ~~advantage~~lesser ~~with~~of ~~respect~~(i) to$10.10 aper ~~claim~~public ~~against~~share ~~our~~and ~~assets,~~(ii) ~~including~~ the ~~funds~~actual amount per public share held in the trust account. Ifas ~~any~~of ~~third~~the ~~party~~date ~~refuses to~~of ~~execute~~the anliquidation ~~agreement~~of ~~waiving~~the ~~such~~trust ~~claims~~account, toif ~~the~~less ~~monies~~than ~~held~~$10.10 per share due to reductions in the value of the trust ~~account~~assets, ~~our~~less ~~management~~taxes ~~will~~payable ~~perform~~and anup ~~analysis~~to of$250,000 ~~the~~per ~~alternatives available~~year tofor itworking ~~and~~capital ~~will~~purposes, ~~only~~if ~~enter~~any, ~~into~~provided anthat ~~agreement~~such ~~with~~liability will not apply to any claims by a third party ~~that~~or ~~has~~prospective ~~not~~target business who executed a waiver ifof ~~management~~any ~~believes~~and ~~that~~all ~~such~~rights to the monies held ~~third~~in ~~party’s~~the ~~engagement~~trust ~~would~~account be(whether ~~significantly~~or ~~more~~not ~~beneficial~~such towaiver usis ~~than~~enforceable) ~~any~~nor ~~alternative.~~will ~~Examples~~it ofapply ~~possible~~to ~~instances~~any ~~where we~~claims ~~may~~under ~~engage~~our aindemnity ~~third~~of ~~party~~the ~~that~~underwriters of ~~refuses~~our toIPO ~~execute~~against acertain ~~waiver~~liabilities, ~~include~~including liabilities under the ~~engagement~~Securities ofAct. aHowever, ~~third-party~~we ~~consultant~~have ~~whose~~not ~~particular~~asked ~~expertise or~~our ~~skills~~sponsor ~~are~~to ~~believed~~reserve for bysuch ~~management~~indemnification toobligations, benor ~~significantly~~have ~~superior~~we toindependently ~~those~~verified ofwhether ~~other~~our ~~consultants~~sponsor ~~that~~has ~~would~~sufficient ~~agree~~funds to ~~execute~~satisfy aits ~~waiver~~indemnity orobligations inand ~~cases~~believe ~~where~~that ~~management~~our issponsor’s ~~unable~~only toassets ~~find~~are asecurities ~~service~~of ~~provider~~our ~~willing~~company. toTherefore, ~~execute~~we acannot ~~waiver.~~assure Weyou ~~are~~that ~~not~~our ~~aware~~sponsor would ofbe ~~any~~able ~~product~~to orsatisfy ~~service providers~~those ~~who~~obligations. ~~have~~None ~~not~~of our officers or directors will ~~not~~indemnify ~~provide~~us ~~such~~for ~~waiver~~claims ~~other~~by ~~than~~third ~~the~~parties ~~underwriters~~including, without oflimitation, ~~our~~claims ~~IPO~~by vendors and ~~our~~prospective ~~independent~~target ~~registered public accounting firm~~businesses.

In ~~addition,~~ ~~there is no guarantee that such entities will agree to waive any claims they may have in~~ the ~~future~~event ~~as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Our sponsor has agreed~~ that ~~it will be liable to us if and to~~ the ~~extent~~proceeds any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account are toreduced below ~~the lesser of~~ (i) $10.10 per public share ~~and~~ or (ii) ~~the~~ ~~actual~~such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, ~~if less than $10.10 per share~~ due to reductions in ~~the~~ value of the trust assets, ~~less~~in ~~taxes~~each ~~payable~~case net of the amount of interest which may be withdrawn to pay taxes and up to $250,000 per year for working capital purposes, if any, ~~provided~~and ~~that~~our ~~such~~sponsor ~~liability~~asserts ~~will~~that ~~not~~it ~~apply~~is unable to ~~any~~satisfy ~~claims~~its byindemnification aobligations ~~third~~or ~~party~~that orit ~~prospective~~has ~~target~~no ~~business~~indemnification ~~who executed~~obligations related to a ~~waiver~~particular ofclaim, ~~any~~our ~~and~~independent directors ~~all~~would ~~rights~~determine whether to ~~the~~take ~~monies~~legal ~~held~~action inagainst ~~the~~our ~~trust~~sponsor ~~account~~to ~~(whether~~enforce orits ~~not~~indemnification ~~such~~obligations. ~~waiver~~While iswe ~~enforceable)~~currently expect ~~nor~~that ~~will it~~our ~~apply~~independent todirectors ~~any~~would ~~claims~~take ~~under~~legal action on our ~~indemnity~~behalf ofagainst ~~the~~our ~~underwriters~~sponsor ofto ~~our~~enforce ~~IPO~~its ~~against~~indemnification ~~certain~~obligations to ~~liabilities~~us, ~~including~~it ~~liabilities~~is ~~under~~possible ~~the Securities~~that ~~Act.~~our ~~However,~~independent wedirectors ~~have~~in ~~not~~exercising ~~asked~~their ~~our~~business ~~sponsor~~judgment may choose not to ~~reserve~~do so if, for example, the cost of such ~~indemnification~~legal ~~obligations,~~action ~~nor~~is ~~have~~deemed weby ~~independently~~the ~~verified whether~~independent ~~our~~directors ~~sponsor~~to ~~has~~be ~~sufficient~~too ~~funds~~high relative to ~~satisfy~~the ~~its~~amount ~~indemnity~~recoverable ~~obligations~~or ~~and~~if ~~believe~~the independent directors determine that ~~our~~a ~~sponsor’s~~favorable ~~only~~outcome ~~assets~~is ~~are~~not ~~securities of~~likely. We have not asked our ~~company.~~sponsor ~~Therefore,~~to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations. ~~None~~Accordingly, ofwe ~~our~~cannot ~~officers~~assure oryou that due to claims ~~directors~~of ~~will~~creditors ~~indemnify~~the usactual ~~for~~value ~~claims~~of bythe ~~third~~per-share ~~parties~~redemption ~~including,~~price ~~without~~will ~~limitation,~~not ~~claims~~be byless ~~vendors~~than ~~and~~$10.10 ~~prospective~~per ~~target~~public ~~businesses~~share.

18We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. 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.

~~In the~~Under ~~event that~~ the ~~proceeds~~DGCL, instockholders ~~the~~may ~~trust~~be ~~account~~held ~~are~~liable for ~~reduced~~claims ~~below~~by ~~(i)~~third ~~$10.10~~parties ~~per~~against ~~public~~a ~~share~~corporation orto ~~(ii) such~~the ~~lesser~~extent ~~amount~~of ~~per~~distributions ~~public share~~received ~~held~~by them in ~~the~~a ~~trust~~dissolution. ~~account~~The aspro ofrata ~~the date~~ portion of ~~the~~our ~~liquidation of the~~ trust account, ~~due~~distributed to ~~reductions~~our inpublic ~~value~~stockholders ofupon the ~~trust~~redemption ~~assets, in~~of ~~each~~our ~~case~~public ~~net~~shares ofin the ~~amount~~event ofwe ~~interest~~do ~~which~~not ~~may~~complete beour initial ~~withdrawn~~business tocombination ~~pay~~within ~~taxes~~18 ~~and~~months upfrom tothe ~~$250,000~~closing ~~per~~of ~~year~~our ~~for~~IPO ~~working~~(or ~~capital~~24 ~~purposes, if~~months ~~any,~~from ~~and~~the ~~our~~closing ~~sponsor~~of ~~asserts~~our ~~that~~IPO itif iswe ~~unable~~have tofiled ~~satisfy~~a proxy ~~its~~statement, ~~indemnification~~registration ~~obligations~~statement or ~~that~~similar itfiling ~~has~~for noan ~~indemnification~~initial ~~obligations related~~business tocombination abut ~~particular~~have ~~claim,~~not ~~our~~completed ~~independent~~the ~~directors~~initial ~~would~~business combination ~~determine~~within ~~whether~~such to18-month ~~take~~period) ~~legal~~may ~~action~~be ~~against~~considered ~~our~~a ~~sponsor~~liquidating todistribution ~~enforce its~~under ~~indemnification~~Delaware ~~obligations~~law. ~~While~~If wethe ~~currently~~corporation ~~expect~~complies with ~~that~~certain ~~our~~procedures ~~independent~~set ~~directors~~forth ~~would~~in ~~take~~Section ~~legal~~280 ~~action~~of onthe ~~our~~DGCL ~~behalf~~intended ~~against our sponsor~~ to ~~enforce~~ensure ~~its~~that ~~indemnification obligations to us,~~ it ismakes ~~possible~~reasonable ~~that~~provision ~~our~~for ~~independent~~all ~~directors~~claims ~~in exercising their business~~against ~~judgment~~it, ~~may~~including ~~choose~~a ~~not~~60-day tonotice doperiod soduring ~~if,~~which ~~for~~any ~~example,~~third-party ~~the~~claims ~~cost~~can ofbe ~~such~~brought ~~legal~~against ~~action is deemed by~~ the ~~independent~~corporation, ~~directors~~a to90-day beperiod ~~too high~~during ~~relative~~which to the ~~amount~~corporation ~~recoverable~~may orreject ifany ~~the~~claims ~~independent~~brought, ~~directors~~and ~~determine~~an ~~that~~additional a150-day ~~favorable~~waiting ~~outcome~~period isbefore ~~not~~any ~~likely.~~liquidating Wedistributions ~~have not asked~~are ~~our~~made ~~sponsor~~ to ~~reserve~~stockholders, ~~for~~any ~~such~~liability ~~indemnification~~of ~~obligations~~stockholders ~~and~~with werespect ~~cannot~~to ~~assure~~a ~~you~~liquidating ~~that~~distribution ~~our~~is ~~sponsor~~limited ~~would~~to bethe ~~able~~lesser toof ~~satisfy~~such ~~those~~stockholder’s ~~obligations.~~pro ~~Accordingly,~~rata weshare ~~cannot~~of ~~assure~~the ~~you~~claim ~~that~~or ~~due~~the toamount ~~claims~~distributed ofto ~~creditors~~ the ~~actual~~stockholder, ~~value~~and any liability of the ~~per-share~~stockholder ~~redemption~~would ~~price will not~~ be ~~less~~barred ~~than~~after ~~$10.10~~the third ~~per~~anniversary ~~public~~of ~~share~~the dissolution.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $2,160,205 from the proceeds of our IPO with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). 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. In the event that our offering expenses exceed our estimate of $1,247,500, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,247,500, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.17

~~Under the DGCL~~Furthermore, ~~stockholders~~if ~~may be held liable for claims by third parties against a corporation to~~ the ~~extent of distributions received by them in a dissolution. The~~ pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period), ~~may~~is benot considered a liquidating distribution under Delaware law. Ifand such redemption distribution is deemed to be unlawful (potentially due to the ~~corporation~~imposition ~~complies~~of ~~with~~legal ~~certain~~proceedings ~~procedures~~that ~~set~~a ~~forth~~party inmay bring or due to other circumstances that are currently unknown), then pursuant to Section ~~280~~ 174 of the DGCL, ~~intended~~the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we are unable to ~~ensure~~complete ~~that~~our initial itbusiness combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a ~~makes~~proxy ~~reasonable~~statement, ~~provision~~registration statement or similar filing for ~~all~~an ~~claims~~initial ~~against~~business ~~it,~~combination ~~including~~but ahave ~~60-day~~not ~~notice~~completed ~~period~~the ~~during~~initial ~~which~~business combination ~~any~~within ~~third~~such 18-~~party~~month ~~claims~~period), ~~can~~we bewill: ~~brought~~(i) cease all operations except for the purpose of winding up, (ii) as promptly as ~~against~~reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the ~~corporation~~public shares, at a 90per-~~day~~share ~~period~~price, ~~during~~payable ~~which~~in cash, equal to the ~~corporation~~aggregate ~~may~~amount ~~reject~~then ~~any~~on ~~claims~~deposit ~~brought,~~in the trust account including interest earned on the funds held in the trust account and annot ~~additional~~previously ~~150-day~~released ~~waiting~~to us to pay our taxes or to fund our working capital requirements ~~period~~(less ~~before~~up ~~any~~to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if ~~are~~any), ~~made~~subject to ~~stockholders~~applicable law, ~~any~~and ~~liability~~(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders ~~with~~and ~~respect~~our board of directors, dissolve and liquidate, subject in each case to aour ~~liquidating~~obligations ~~distribution~~under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is ~~limited~~our intention to redeem our public shares as soon as reasonably possible following the ~~lesser~~18th month from the closing of ~~such~~our ~~stockholder’s~~IPO ~~pro~~(or ~~rata~~the ~~share~~24th ofmonth from the ~~claim~~closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the ~~amount~~initial ~~distributed~~business combination within such 18-month period) and, therefore, we do not intend to ~~the~~comply ~~stockholder~~with those procedures. As such, ~~and~~our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of ~~the~~our ~~stockholder~~stockholders ~~would~~may beextend ~~barred~~well ~~after~~beyond the third anniversary of ~~the~~such ~~dissolution~~date.

~~Furthermore, if~~Because ~~the~~we ~~pro~~do ~~rata~~not ~~portion~~comply ofwith ~~our~~Section ~~trust~~280, ~~account~~Section 281(b) ~~distributed~~of ~~to our public stockholders upon~~ the ~~redemption~~DGCL ofrequires ~~our~~us ~~public~~to ~~shares~~adopt ina ~~the~~plan, ~~event we~~based doon ~~not~~facts ~~complete~~known ~~our~~to ~~initial~~us ~~business~~at ~~combination~~such ~~within~~time 18that ~~months~~will ~~from~~provide ~~the~~for ~~closing of~~ our ~~IPO~~payment ~~(or 24 months from the closing~~ of ~~our~~all existing ~~IPO~~and ifpending weclaims ~~have filed a proxy statement, registration statement~~ or ~~similar~~claims ~~filing~~that ~~for~~may anbe ~~initial~~potentially ~~business~~brought ~~combination~~against ~~but~~us ~~have~~within ~~not completed~~ the ~~initial~~subsequent ~~business~~10 ~~combination~~years. ~~within such 18-month period)~~However, isbecause ~~not~~we ~~considered~~are a ~~liquidating~~blank check ~~distribution~~company, ~~under~~rather ~~Delaware~~than ~~law~~an ~~and~~operating ~~such redemption~~company, ~~distribution~~and isour ~~deemed~~operations towill be ~~unlawful~~limited ~~(potentially due~~ to ~~the~~searching ~~imposition~~for ofprospective ~~legal~~target ~~proceedings~~businesses ~~that a party may bring or due~~ to ~~other circumstances that are currently unknown)~~ acquire, ~~then pursuant to Section 174 of~~ the ~~DGCL,~~only ~~the~~likely ~~statute of limitations for~~ claims of ~~creditors~~to ~~could~~arise ~~then~~would be ~~six~~from ~~years~~our ~~after~~vendors ~~the~~(such ~~unlawful~~as ~~redemption distribution~~lawyers, ~~instead~~investment ~~of three years~~bankers, asetc.) inor ~~the~~prospective ~~case~~target ~~of a liquidating distribution~~businesses. As Ifdescribed weabove, ~~are~~pursuant ~~unable~~ to ~~complete our initial business combination within 18 months from~~ the ~~closing~~obligation ofcontained in our ~~IPO~~underwriting ~~(or~~agreement, 24we ~~months from~~will ~~the~~seek ~~closing~~to ~~of our IPO if we~~ have ~~filed~~all avendors, ~~proxy~~service ~~statement~~providers, prospective ~~registration~~target ~~statement~~businesses or ~~similar~~other ~~filing~~entities ~~for~~with anwhich ~~initial~~we do business ~~combination but~~execute ~~have~~agreements ~~not~~with ~~completed~~us ~~the~~waiving ~~initial~~any ~~business~~right, ~~combination within such 18-month period)~~title, ~~we will: (i) cease all operations except for~~interest ~~the~~or ~~purpose~~claim of ~~winding~~any ~~up,~~kind ~~(ii) as~~in ~~promptly~~or asto ~~reasonably~~any ~~possible~~monies ~~but~~held ~~not~~in ~~more~~the ~~than~~trust ~~ten~~account. ~~business~~As ~~days~~a ~~thereafter~~result ~~subject~~of tothis ~~lawfully available funds therefor~~obligation, ~~redeem 100% of~~ the ~~public~~claims ~~shares,~~that atcould abe ~~per-share~~made ~~price,~~against us ~~payable~~are insignificantly ~~cash,~~limited ~~equal~~and to the ~~aggregate~~likelihood ~~amount~~that ~~then on~~any ~~deposit~~claim inthat ~~the~~would ~~trust~~result ~~account~~in ~~including~~any ~~interest~~liability ~~earned~~extending onto the ~~funds held in the~~ trust account ~~and~~is ~~not previously released to us to~~remote. ~~pay~~Further, our ~~taxes~~sponsor ormay tobe ~~fund~~liable ~~our~~only ~~working capital requirements (less up~~ to ~~$100,000~~the ofextent ~~interest~~necessary to ~~pay~~ensure ~~dissolution~~that ~~expenses),~~the ~~divided~~amounts byin the ~~number~~ oftrust ~~then~~account ~~outstanding~~are ~~public~~not ~~shares,~~reduced ~~which~~below (i) ~~redemption~~$10.10 ~~will~~per ~~completely extinguish~~ public ~~stockholders’~~share ~~rights~~or ~~as stockholders~~ (~~including~~ii) ~~the~~such ~~right~~lesser toamount ~~receive~~per ~~further~~public ~~liquidating~~share ~~distributions,~~held ifin ~~any),~~the ~~subject~~trust toaccount ~~applicable law, and (iii)~~ as ~~promptly~~of ~~as reasonably~~the ~~possible~~date ~~following~~of ~~such redemption, subject to~~ the ~~approval~~liquidation of the ~~our~~trust ~~remaining~~account, ~~stockholders~~due ~~and~~to ~~our~~reductions ~~board~~in value of ~~directors,~~the ~~dissolve and~~trust ~~liquidate~~assets, ~~subject~~ in each case tonet ~~our~~of ~~obligations~~the ~~under~~amount ~~Delaware~~of ~~law~~interest withdrawn to ~~provide~~pay ~~for~~taxes ~~claims of creditors~~ and ~~the requirements of~~ ~~other~~up ~~applicable~~to ~~law. Accordingly~~$250,000 itper isyear ~~our~~for ~~intention~~working tocapital ~~redeem~~purposes, ~~our~~if ~~public~~any, ~~shares~~and aswill ~~soon~~not asbe ~~reasonably~~liable ~~possible~~as ~~following~~to ~~the~~any ~~18th month~~claims ~~from~~under ~~the~~our ~~closing~~indemnity of ~~our IPO (or~~ the ~~24th month from the closing~~ underwriters of our IPO ifagainst wecertain ~~have filed a proxy statement~~liabilities, ~~registration~~ ~~statement~~including orliabilities ~~similar~~under ~~filing~~the ~~for~~Securities anAct. ~~initial~~In ~~business combination but have not completed~~ the ~~initial~~event ~~business~~that ~~combination within~~an ~~such~~executed ~~18-month~~waiver ~~period)~~is ~~and, therefore, we do not intend~~ deemed to ~~comply~~be ~~with~~unenforceable ~~those~~against ~~procedures.~~a Asthird ~~such~~party, our ~~stockholders~~sponsor ~~could~~will ~~potentially~~ not be ~~liable~~responsible ~~for any claims~~ to the extent of ~~distributions received by them (but no more) and~~ any liability offor ~~our~~such ~~stockholders may extend well beyond the~~ third-party ~~anniversary of such date~~claims.

19If 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 $10.10 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

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 subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and up to $250,000 per year for working capital purposes, if any, and will not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.18

IfOur public stockholders will be entitled to receive wefunds ~~file~~from athe ~~bankruptcy~~trust ~~petition~~account oronly anupon ~~involuntary~~the ~~bankruptcy~~earlier ~~petition~~to isoccur ~~filed~~of: ~~against~~(i) usthe ~~that~~completion isof ~~not~~our ~~dismissed~~initial business combination, (ii) the ~~proceeds~~redemption of ~~held~~any public shares properly tendered in ~~the trust~~connection ~~account~~with ~~could~~a bestockholder ~~subject~~vote to ~~applicable~~amend ~~bankruptcy~~any ~~law,~~provisions of our amended and ~~may~~restated becertificate of ~~included~~incorporation (A) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection with our ~~bankruptcy~~initial ~~estate~~business ~~and~~combination ~~subject~~or our obligation to ~~the~~redeem ~~claims~~100% of our public shares if we do not complete our initial business ~~third~~combination ~~parties~~within ~~with~~18 ~~priority~~months ~~over~~from the ~~claims~~closing of our ~~stockholders.~~IPO To(or 24 months from the ~~extent~~closing ~~any~~of ~~bankruptcy~~our ~~claims~~IPO ~~deplete~~if ~~the~~we ~~trust~~have ~~account~~filed a proxy statement, registration westatement ~~cannot~~or similar filing for an initial business combination but have not completed the initial business combination within ~~assure~~such ~~you~~18-month weperiod) ~~will~~or be(B) ~~able~~with respect to ~~return~~any ~~$10.10~~other ~~per~~provision ~~share~~relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of all of our public ~~stockholders.~~shares ~~Additionally,~~if we are unable to complete our business combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we ~~file~~have filed a ~~bankruptcy~~proxy ~~petition~~statement, registration statement or ansimilar ~~involuntary~~filing ~~bankruptcy~~for ~~petition~~an isinitial ~~filed~~business ~~against~~combination usbut ~~that~~have is not ~~dismissed,~~completed ~~any~~the ~~distributions~~initial ~~received~~business bycombination ~~stockholders~~within ~~could~~such be18-month ~~viewed~~period), subject ~~under~~to applicable ~~debtor/creditor~~law. ~~and/or~~In ~~bankruptcy~~no ~~laws~~other ascircumstances ~~either~~will a ~~“preferential~~stockholder ~~transfer”~~have any right or ainterest ~~“fraudulent~~of ~~conveyance.” As~~any akind ~~result,~~to aor ~~bankruptcy~~in ~~court~~the ~~could~~trust ~~seek~~account. toIn the ~~recover~~event ~~some~~we orseek ~~all~~stockholder ~~amounts~~approval ~~received~~in byconnection with our ~~stockholders.~~initial ~~Furthermore~~business combination, ~~our~~a ~~board~~stockholder’s ofvoting ~~directors~~in connection ~~may~~with bethe ~~viewed~~initial asbusiness ~~having~~combination ~~breached~~alone ~~its~~will ~~fiduciary~~not ~~duty~~result toin ~~our~~a ~~creditors~~stockholder’s ~~and/or~~redeeming ~~may~~its ~~have~~shares ~~acted~~to inus ~~bad~~for ~~faith,~~an ~~thereby~~applicable ~~exposing~~pro rata ~~itself~~share ~~and our~~of ~~company~~the totrust ~~claims~~account. ofSuch ~~punitive~~stockholder ~~damages,~~must byhave ~~paying~~also ~~public~~exercised ~~stockholders~~its ~~from~~redemption ~~the~~rights ~~trust~~as ~~account~~described ~~prior~~above. toThese ~~addressing~~provisions of ~~the~~our ~~claims~~amended and restated certificate of ~~creditors. We~~incorporation, ~~cannot~~like ~~assure~~all ~~you~~provisions ~~that~~of ~~claims~~our ~~will~~amended ~~not~~and berestated ~~brought~~certificate ~~against~~of usincorporation, may ~~for~~be ~~these~~amended ~~reasons~~with a stockholder vote.

~~Our public~~Comparison ~~stockholders will be entitled to receive funds from the trust account only upon the earlier to occur~~ of: ~~(i) the~~Redemption completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or ~~timing~~Purchase ofPrices ~~the ability of holders of our public shares to seek redemption~~ in ~~connection~~Connection with ~~our initial business combination or our obligation to redeem~~ ~~100%~~Our ofInitial ~~our~~Business ~~public~~Combination shares if we do not complete our initial business combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and ~~(iii) the redemption of all of our public shares~~ if weWe ~~are~~Fail ~~unable~~ to ~~complete~~Complete ~~our~~Our ~~business~~Initial ~~combination~~Business within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period), subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights as described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.Combination

20The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we are unable to complete our initial business combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period).

Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business Combination

	Redemptions in Connection with our Initial Business Combination	Other Permitted Purchases of Public Shares by us or our Affiliates	Redemptions if we fail to Complete an Initial Business Combination
Calculation of redemption price	Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.10 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes or to fund our working capital requirements, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed initial business combination.	If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions.	If we are unable to complete our initial business combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period), we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.10 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes or to fund our working capital requirements (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares.

Impact to remaining stockholders	The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and the taxes payable.	If the permitted purchases described above are made there would be no impact to our remaining stockholders because the purchase price would not be paid by us.	The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions.

The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we are unable to complete our initial business combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period).19

	Redemptions in Connection with our Initial Business Combination	Other Permitted Purchases of Public Shares by us or our Affiliates	Redemptions if we fail to Complete an Initial Business Combination
Calculation of redemption price	Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.10 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes or to fund our working capital requirements, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed initial business combination.	If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions.	If we are unable to complete our initial business combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period), we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.10 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes or to fund our working capital requirements (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares.
Impact to remaining stockholders	The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and the taxes payable.	If the permitted purchases described above are made there would be no impact to our remaining stockholders because the purchase price would not be paid by us.	The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions.

Competition

21In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations. 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 we do. 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 initial business combination of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

~~Competition~~Periodic Reporting and Financial Information

~~In identifying,~~We ~~evaluating~~will ~~and~~provide ~~selecting~~stockholders awith ~~target~~audited ~~business~~financial statements ~~for~~of ~~our~~the ~~initial~~prospective target business ~~combination,~~as wepart ~~may~~of ~~encounter~~the ~~intense~~tender ~~competition~~offer ~~from other~~materials ~~entities~~or ~~having~~proxy asolicitation ~~business~~materials ~~objective~~sent ~~similar~~to stockholders to ~~ours,~~assist ~~including~~them ~~other~~in ~~blank~~assessing ~~check~~the ~~companies~~target business. In all likelihood, ~~private~~these ~~equity~~financial ~~groups~~statements ~~and~~will ~~leveraged buyout~~need ~~funds,~~to ~~and~~be ~~operating~~prepared ~~businesses~~in ~~seeking~~accordance with, ~~strategic~~or ~~business~~reconciled ~~combinations.~~to, ~~Many~~GAAP, ofor ~~these~~IFRS, ~~entities~~depending ~~are~~on ~~well~~the ~~established~~circumstances, and ~~have extensive~~the ~~experience~~historical ~~identifying~~financial ~~and~~statements ~~effecting~~may ~~business~~be ~~combinations~~required ~~directly~~to orbe ~~through~~audited in ~~affiliates.~~accordance ~~Moreover,~~with ~~many~~the standards of ~~these~~the ~~competitors possess~~PCAOB. ~~greater~~These financial, ~~technical,~~statement ~~human~~requirements ~~and~~may ~~other~~limit ~~resources~~the ~~than~~pool of potential targets we ~~do.~~may ~~Our~~conduct an ~~ability~~initial tobusiness ~~acquire~~combination ~~larger~~with ~~target~~because ~~businesses~~some ~~will~~targets may be ~~limited by~~unable ~~our~~to ~~available~~provide ~~financial~~such ~~resources.~~statements ~~This~~in ~~inherent~~time ~~limitation~~for ~~gives~~us ~~others~~to andisclose ~~advantage~~such statements in ~~pursuing~~accordance ~~the~~with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure ofyou athat any particular target business. ~~Furthermore,~~identified ~~our~~by ~~obligation~~us toas ~~pay~~a ~~cash~~potential inbusiness ~~connection~~combination ~~with~~candidate ~~our~~will ~~public~~have ~~stockholders~~financial ~~who~~statements prepared ~~exercise~~in ~~their~~accordance ~~redemption rights~~with ~~may~~GAAP ~~reduce~~or that the ~~resources~~potential ~~available~~target business will be able to usprepare ~~for~~its ~~our~~financial ~~initial~~statements ~~business~~in ~~combination~~accordance with ~~and~~the ~~our~~requirements ~~outstanding~~outlined ~~warrants,~~above. ~~and~~To the ~~future~~extent ~~dilution they~~that ~~potentially~~these ~~represent~~requirements cannot be met, we may not be ~~viewed~~able ~~favorably~~to byacquire ~~certain~~the proposed target ~~businesses~~business. ~~Either~~While ofthis ~~these~~may ~~factors~~limit ~~may~~the ~~place~~pool usof atpotential abusiness ~~competitive disadvantage~~combination incandidates, ~~successfully~~we ~~negotiating~~do annot ~~initial~~believe ~~business~~that ~~combination~~this limitation will be material.

~~Periodic~~We are required to evaluate our internal control ~~Reporting~~procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and ~~Financial~~no ~~Information~~longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. 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 business combination. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We will ~~provide~~remain ~~stockholders~~an ~~with~~emerging ~~audited~~growth ~~financial~~company ~~statements of~~ until the ~~prospective~~earlier ~~target~~of ~~business~~(1) asthe ~~part~~last day of the ~~tender~~fiscal ~~offer~~year ~~materials or~~(a) ~~proxy~~following ~~solicitation~~the ~~materials~~fifth ~~sent~~anniversary toof ~~stockholders to assist them in assessing~~ the ~~target~~completion ~~business.~~of Inour ~~all likelihood~~IPO, ~~these~~(b) ~~financial statements~~in ~~will~~which ~~need~~we tohave total beannual ~~prepared~~gross inrevenue ~~accordance~~of ~~with,~~at orleast ~~reconciled~~$1.07 tobillion, ~~GAAP,~~ or ~~IFRS,~~(c) ~~depending~~in onwhich ~~the~~we ~~circumstances,~~are ~~and~~deemed ~~the historical financial statements may be required~~ to be ~~audited~~a inlarge ~~accordance~~accelerated ~~with~~filer, ~~the~~which ~~standards~~means of the ~~PCAOB. These financial statement requirements~~market ~~may~~value ~~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~~shares ~~business~~of ~~combination within~~Class ~~the~~A ~~prescribed~~common ~~time~~stock ~~frame. We cannot assure you~~ that ~~any~~are ~~particular~~held ~~target~~by ~~business~~non-affiliates ~~identified~~exceeds by$700 usmillion as aof ~~potential business combination candidate will have financial statements prepared in accordance with GAAP or that~~ the ~~potential~~prior ~~target~~June ~~business will be able to prepare~~30th, ~~its~~and ~~financial~~(2) ~~statements in accordance with~~ the ~~requirements~~date ~~outlined~~on ~~above.~~which ~~To the extent that these requirements cannot be met,~~ we ~~may~~ ~~not~~have beissued ~~able~~more tothan ~~acquire the proposed target business~~$1.0 ~~While~~billion ~~this~~in ~~may~~non-convertible ~~limit~~debt during the ~~pool~~prior ofthree-year ~~potential business combination candidates, we do not believe that this limitation will be material~~period.

~~We are~~Additionally, ~~required~~we toare ~~evaluate~~a ~~our~~“smaller ~~internal~~reporting company” ~~control~~as ~~procedures~~defined ~~for~~in ~~the~~Item ~~fiscal~~10(f)(1) ~~year~~of ~~ending~~Regulation ~~December 31, 2022 as required by the Sarbanes~~S-~~Oxley Act~~K. ~~Only~~Smaller inreporting ~~the~~companies ~~event~~may wetake ~~are~~advantage ~~deemed~~of tocertain bereduced adisclosure obligations, ~~large accelerated filer or an accelerated filer~~including, ~~and~~among noother ~~longer qualify as an emerging growth company~~things, ~~will~~providing weonly betwo ~~required~~years toof ~~have~~audited ~~our~~financial ~~internal~~statements. ~~control~~We ~~procedures~~will ~~audited.~~remain Aa ~~target~~smaller reporting company ~~may~~until ~~not~~the belast inday ~~compliance with the provisions~~ of the ~~Sarbanes-Oxley~~fiscal ~~Act~~year ~~regarding~~in ~~adequacy~~which of(1) ~~their~~the ~~internal~~market ~~controls.~~value ~~The~~of ~~development~~our ofcommon ~~the~~stock ~~internal~~held ~~controls~~by ofnon-affiliates ~~any~~equals ~~such~~or ~~entity~~exceeds to$250 ~~achieve~~million ~~compliance~~as ~~with~~of the ~~Sarbanes-Oxley~~end ~~Act~~of ~~may~~that ~~increase~~year’s ~~the~~second ~~time~~fiscal quarter and ~~costs~~(2) ~~necessary~~our toannual ~~complete~~revenues ~~any~~equaled ~~such~~or ~~business~~exceeded ~~combination. We~~$100 ~~have~~million noduring such ~~current~~completed ~~intention~~fiscal ofyear ~~filing~~or athe ~~Form 15~~market tovalue ~~suspend~~of our ~~reporting~~common orstock ~~other~~held ~~obligations~~by ~~under~~non-affiliates ~~the~~equals ~~Exchange~~or ~~Act~~exceeds ~~prior~~$700 ormillion ~~subsequent to~~as of the ~~consummation~~ end of ~~our~~that ~~initial~~year’s ~~business~~second ~~combination~~fiscal quarter.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.20

22Employees

~~Additionally, we~~We ~~are~~currently ahave ~~“smaller~~3 ~~reporting~~officers. ~~company”~~These asindividuals are ~~defined~~not inobligated ~~Item~~to ~~10(f)(1)~~devote ofany ~~Regulation~~specific ~~S-K.~~number ~~Smaller reporting companies may take advantage~~ of ~~certain~~hours ~~reduced~~to ~~disclosure~~our ~~obligations,~~matters ~~including,~~but ~~among~~they ~~other~~intend ~~things,~~to ~~providing~~devote ~~only~~as ~~two~~much ~~years~~ of ~~audited~~their ~~financial~~time ~~statements. We~~as ~~will~~they ~~remain~~deem anecessary to ~~smaller~~our ~~reporting~~affairs ~~company~~ until ~~the~~we ~~last~~have ~~day~~completed ofour ~~the~~initial ~~fiscal~~business ~~year~~combination. inThe ~~which~~amount ~~(1) the market value~~ of ~~our~~time ~~common~~they ~~stock~~will ~~held by~~devote ~~non-affiliates~~in ~~equals~~any ortime ~~exceeds~~period ~~$250~~will ~~million~~vary based ason ofwhether ~~the~~a ~~end~~target ofbusiness ~~that~~has ~~year’s~~been ~~second~~selected ~~fiscal~~for ~~quarter and (2)~~ our ~~annual~~initial ~~revenues equaled~~business orcombination ~~exceeded~~and ~~$100~~the ~~million~~stage ~~during~~of ~~such~~the ~~completed~~initial ~~fiscal~~business ~~year~~combination process orwe ~~the~~are ~~market~~in. ~~value~~We ofdo ~~our~~not ~~common~~intend ~~stock~~to ~~held~~have byany ~~non~~full-~~affiliates~~time ~~equals or~~employees ~~exceeds~~prior ~~$700~~to ~~million as of~~ the ~~end~~completion of ~~that~~our ~~year’s~~initial ~~second~~business ~~fiscal quarter~~combination.

~~Employees~~ITEM 1A. RISK FACTORS

~~We currently~~As have 4 officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a ~~target~~smaller ~~business~~reporting ~~has~~company, ~~been selected for our initial business combination and the stage of the initial business combination process~~ we are ~~in. We do~~ not ~~intend~~ required to ~~have~~make ~~any~~disclosures ~~full-time~~under ~~employees~~this ~~prior to the completion of our initial business combination~~Item.

ITEM 1A 1B. ~~RISK~~UNRESOLVED ~~FACTORS~~STAFF COMMENTS

~~As a~~Not ~~smaller reporting company, we are not required to make disclosures under this Item~~applicable.

ITEM 1B 2. ~~UNRESOLVED STAFF COMMENTS~~PROPERTIES

~~Not~~Our executive offices are located at 12141 Wickchester ~~applicable~~Lane, Suite 325, Houston, TX 77079 and our telephone number is (212) 653-0153. Our executive offices are provided to us by our sponsor. Commencing on October 20, 2021, we agreed to pay an affiliate of our sponsor a total of $25,000 per month for office space, utilities and secretarial and administrative support. We consider our current office space adequate for our current operations.

ITEM 2 3. ~~PROPERTIES~~LEGAL PROCEEDINGS

~~Our executive~~We ~~offices~~may ~~are~~be ~~located~~subject atto ~~12141~~legal ~~Wickchester Lane~~proceedings, ~~Suite~~investigations and ~~325,~~claims ~~Houston,~~incidental TXto ~~77079~~the ~~and~~conduct of our ~~telephone~~business ~~number~~from istime ~~(212)~~to ~~653-0153~~time. ~~Our executive~~We ~~offices~~ are ~~provided~~not tocurrently usa byparty ~~our~~to ~~sponsor.~~any ~~Commencing~~material onlitigation ~~October~~or ~~20,~~other legal ~~2021,~~proceedings webrought ~~agreed~~against tous. ~~pay~~We anare ~~affiliate~~also not aware of ~~our~~any ~~sponsor~~legal aproceeding, ~~total of~~investigation ~~$25~~or claim,~~000~~ ~~per~~or ~~month~~other ~~for~~legal ~~office~~exposure ~~space,~~that has ~~utilities~~a ~~and~~more ~~secretarial~~than ~~and~~remote ~~administrative~~possibility ~~support.~~of Wehaving ~~consider~~a material adverse effect on our ~~current~~business, ~~office~~financial ~~space~~condition ~~adequate for~~or ~~our~~results ~~current~~of operations.

ITEM 3 4. ~~LEGAL~~MINE ~~PROCEEDINGS~~SAFETY DISCLOSURES

~~We may~~Not ~~be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time~~Applicable. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

~~ITEM 4. MINE SAFETY DISCLOSURES~~21

~~Not~~part ~~Applicable.~~II

23ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~part~~Our IIunits began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol “NHICU” on October 25, 2021. The shares of Class A common stock and warrants included in our units began separate trading on the Nasdaq Global Market (“Nasdaq”) under the symbols NHIC and NHICW, respectively, on December 13, 2021. Units not separated will continue to trade on Nasdaq under the symbol NHICU. After separation, the shares of Class A common stock and warrants may be recombined to create units.

~~ITEM~~Holders 5.of ~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Record

~~Our~~As of ~~units~~December ~~began to trade on The Nasdaq Global Market~~31, ~~or Nasdaq~~2022, ~~under the~~there ~~symbol~~were ~~“NHICU” on October 25~~19,490,000 ~~2021.~~of ~~The~~our shares of Class A common stock issued and ~~warrants~~outstanding ~~included~~held inby ~~our~~1 ~~units~~stockholder ~~began~~of ~~separate~~record ~~trading~~and on4,872,500 ~~the~~shares ~~Nasdaq~~of ~~Global~~Class ~~Market~~B ~~(“Nasdaq”)~~common ~~under~~stock ~~the~~held ~~symbols~~by ~~NHIC~~49 ~~and~~stockholders ~~NHICW,~~of ~~respectively,~~record. onThe ~~December~~number ~~13,~~of ~~2021.~~record ~~Units not~~holders ~~separated~~was ~~will~~determined ~~continue~~from tothe records ~~trade~~of onour ~~Nasdaq~~transfer ~~under~~agent ~~the~~and ~~symbol~~does ~~NHICU.~~not ~~After~~include ~~separation,~~beneficial ~~the~~owners of shares of ~~Class A~~ common stock ~~and~~whose ~~warrants~~shares are held in the names of ~~may~~various besecurity ~~recombined~~brokers, todealers, ~~create~~and ~~units~~registered clearing agencies.

~~Holders of Record~~Dividends

AsWe have ofnot ~~December~~paid ~~31,~~any ~~2021,~~cash ~~there~~dividends ~~were~~on ~~19,490,000 of~~ our ~~shares~~common ofstock ~~Class~~to Adate ~~common~~and ~~stock~~do ~~issued~~not ~~and~~intend ~~outstanding~~to ~~held~~pay bycash 1dividends ~~stockholder~~prior to the completion of ~~record~~an ~~and~~initial business ~~4,872,500~~combination. ~~shares~~The payment of ~~Class~~cash Bdividends ~~common~~in ~~stock~~the future will be dependent upon our revenues and earnings, if any, capital requirements ~~held~~and bygeneral 49financial ~~stockholders~~condition subsequent to completion of ~~record~~a business combination. The ~~number~~payment of ~~record~~any ~~holders~~dividends ~~was~~subsequent ~~determined~~to ~~from~~a business combination will be within the ~~records~~discretion of our ~~transfer~~board ~~agent~~of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not ~~include~~anticipate declaring ~~beneficial~~any ~~owners~~dividends ofin ~~shares~~the foreseeable future. In addition, our board of ~~common~~directors ~~stock~~is ~~whose~~not ~~shares~~currently ~~are~~contemplating ~~held~~and does not anticipate declaring any share dividends in the ~~names~~foreseeable offuture. ~~various~~Further, ~~security~~if ~~brokers,~~we ~~dealers~~incur any indebtedness, ~~and~~our ~~registered~~ability ~~clearing~~to declare dividends may be limited ~~agencies~~by restrictive covenants we may agree to in connection therewith.

~~Dividends~~Securities Authorized for Issuance Under Equity Compensation Plans

~~We have 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~~None. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~Securities~~Recent ~~Authorized~~Sales ~~for~~of ~~Issuance~~Unregistered ~~Under Equity Compensation Plans~~Securities

~~None~~In February 2021, NewHold Industrial Technology Holdings LLC II, our sponsor, purchased an aggregate of 5,031,250 founder shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.005 per share. Our sponsor forfeited 1,635,126 founder shares and the anchor investors purchased 1,635,126 founder shares upon consummation of the IPO. In addition, upon consummation of the IPO, our Sponsor transferred an aggregate of 1,185,000 founder shares to its directors, officers and advisors. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of our IPO. These Class B shares will automatically convert into shares of Class A common stock at the time of our initial business combination as described herein. On October 25, 2021, simultaneously with the consummation of the IPO, our sponsor, and certain funds and accounts managed by Magnetar Financial LLC, UBS O’Connor LLC, and Kepos Capital, L.P. of 8,657,705 warrants (the “Private Warrants”) in the aggregate, each at a purchase price of $1.00 per Private Warrant, generating total proceeds to the Company of $8,657,705. On October 26, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,990,000 Units (the “Over-Allotment Units”), generating gross proceeds of $19,900,000 on October 29, 2021. Simultaneously with the sale of Over-Allotment Units, the Company consummated a private placement of an additional 597,000 Private Warrants at a purchase price of $1.00 per Private Warrant, generating gross proceeds of $597,000. The Private Warrants are identical to the Warrants sold in the IPO, except that the Private Warrants and the shares of Class A Common Stock issuable upon exercise of such Private Warrants may not be transferred, assigned, or sold (except in limited circumstances, as described in the Registration Statement) until the date that is 30 days after the date the Company completes its initial business combination. The Sponsor and the private warrants anchor investors were granted certain demand and piggyback registration rights in connection with the purchase of the Private Warrants.

24On March 15, 2021, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) the consummation of the Initial Public Offering or (iii) the abandonment of the IPO. The outstanding balance under the Promissory Notes was repaid in connection with the closing of the IPO on October 25, 2021.

~~Recent~~For ~~Sales~~a description of ~~Unregistered~~the ~~Securities~~use of the proceeds generated in our initial public offering and from the sale of the Private Warrants, see below Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

~~In February 2021, NewHold Industrial Technology Holdings LLC II, our~~Purchases ~~sponsor, purchased an aggregate~~ of ~~5,031,250~~Equity ~~founder~~Securities shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.005 per share. Our sponsor forfeited 1,635,126 founder shares and the anchor investors purchased 1,635,126 founder shares upon consummation of the IPO. In addition, upon consummation of the IPO, our Sponsor transferred an aggregate of 1,185,000 founder shares to its directors, officers and advisors. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of our IPO. These Class B shares will automatically convert into shares of Class A common stock at the time of our initial business combination as described herein. On October 25, 2021, simultaneously with the consummation of the IPO, our sponsor, and certain funds and accounts managed by ~~Magnetar Financial LLC, UBS O’Connor LLC, and Kepos Capital, L.P. of 8,657,705 warrants (~~the ~~“Private~~Issuer Warrants”) in the aggregate, each at a purchase price of $1.00 per Private Warrant, generating total proceeds to the Company of $8,657,705. On October 26, 2021, the underwriters partially exercised the over-allotment option and ~~purchased~~Affiliated an additional 1,990,000 Units (the “Over-Allotment Units”), generating gross proceeds of $19,900,000 on October 29, 2021. Simultaneously with the sale of Over-Allotment Units, the Company consummated a private placement of an additional 597,000 Private Warrants at a purchase price of $1.00 per Private Warrant, generating gross proceeds of $597,000. The Private Warrants are identical to the Warrants sold in the IPO, except that the Private Warrants and the shares of Class A Common Stock issuable upon exercise of such Private Warrants may not be transferred, assigned, or sold (except in limited circumstances, as described in the Registration Statement) until the date that is 30 days after the date the Company completes its initial business combination. The Sponsor and the private warrants anchor investors were granted certain demand and piggyback registration rights in connection with the purchase of the Private Warrants.Purchasers

On March 15, 2021, the Company issued an unsecured promissory note to our sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000None. The Promissory Note was non-interest bearing and payable on the earlier of (i) the consummation of the Initial Public Offering or (iii) the abandonment of the IPO. The outstanding balance under the Promissory Notes was repaid in connection with the closing of the IPO on October 25, 2021.

~~For~~ITEM a description of the use of the proceeds generated in our initial public offering and from the sale of the Private Warrants, see below Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K6. [RESERVED]

~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~22

~~None~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~ITEM~~The following 6discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this report. ~~[RESERVED]~~Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” and elsewhere in this Annual Report on Form 10-K.

25References in this report to “we,” “us” or the “Company” refer to NewHold Investment Corp. II. References to our “management” or our “management team” refer to our officers and directors and references to the “Sponsor” refer to NewHold Industrial Technology Holdings LLC II, a Delaware limited liability company. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this report.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Overview

~~The following~~We ~~discussion~~are ~~and~~a ~~analysis~~blank ofcheck ~~the~~company ~~Company’s~~incorporated ~~financial~~on ~~condition~~February 25, 2021 as a Delaware corporation and ~~results~~formed for the purpose of ~~operations~~effecting ~~should~~a bemerger, ~~read~~capital instock ~~conjunction~~exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the ~~condensed~~“Initial ~~financial~~Business ~~statements~~Combination”). We ~~and~~intend ~~the~~to ~~notes~~effectuate ~~thereto~~our ~~contained~~Initial ~~elsewhere~~Business inCombination ~~this~~using ~~report.~~cash ~~Certain~~from ~~information~~the ~~contained~~proceeds of our initial public offering that was completed in October 2021 (the ~~discussion~~ “Public Offering”) and ~~analysis~~the ~~set~~sale ~~forth~~of ~~below~~warrants ~~includes~~in ~~forward-looking~~a ~~statements.~~private ~~Our~~placement ~~actual~~(the ~~results~~“Private ~~may~~Placement”) that ~~differ~~occurred ~~materially~~simultaneously ~~from~~with ~~those~~the ~~anticipated in~~completion ~~these~~of ~~forward-looking~~the ~~statements~~Public asOffering a(the ~~result~~“Private Placement Warrants”), shares issued to the owners of ~~many~~the ~~factors~~target, ~~including~~debt ~~those~~issued ~~set~~to ~~forth~~bank ~~under~~or ~~“Special~~other ~~Note~~lenders ~~Regarding~~or ~~Forward-Looking Statements,”~~the ~~and~~owners ~~elsewhere~~of inthe ~~this~~target, ~~Annual~~or ~~Report~~a oncombination ~~Form~~of ~~10-K~~the foregoing.

~~Overview~~We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. However, our management team had been actively in discussions with potential business combination partners in their capacity as officers of NewHold Investment Corp. (“NHIC I”), which completed its business combination with Evolv Technologies, Inc., a company specializing in artificial intelligence enabled touchless security screening, on July 19, 2021. Our management team may pursue business combination partners that had previously been in discussions with NHIC I’s management team.

~~We are~~The aissuance ~~blank check company incorporated on February 25, 2021 as a Delaware corporation and formed for the purpose~~ of ~~effecting~~additional ashares merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). We intend to effectuate our Initial Business Combination using cash from the proceeds of our initial public offering that was completed in ~~October 2021 (the “Public Offering”) and the sale of warrants in a private~~connection ~~placement (the “Private Placement”) that occurred simultaneously~~ with ~~the~~an ~~completion~~initial ofbusiness ~~the~~combination ~~Public Offering (the “Private Placement Warrants”), shares issued~~ to the owners of the target, ~~debt issued to bank~~ or other ~~lenders or the owners of the target, or a combination of the foregoing.~~investors:

~~We have~~● ~~not~~may ~~selected~~significantly ~~any~~dilute ~~specific~~the ~~business~~equity ~~combination~~interest ~~target.~~of ~~However,~~investors ~~our management team had been actively~~ in ~~discussions~~this ~~with potential business combination partners in their capacity as officers of NewHold Investment Corp. (“NHIC I”)~~offering, which ~~completed~~dilution ~~its~~would ~~business combination~~increase ~~with~~if ~~Evolv~~the ~~Technologies,~~anti-dilution ~~Inc.,~~provisions ~~a company specializing~~ in ~~artificial~~the ~~intelligence~~Class ~~enabled~~B ~~touchless~~common ~~security~~stock ~~screening,~~resulted ~~on July~~in ~~19,~~the ~~2021.~~issuance ~~Our~~of ~~management~~Class ~~team~~A ~~may~~shares ~~pursue~~on ~~business~~a ~~combination~~greater ~~partners~~than ~~that~~one-to-one ~~had~~basis ~~previously~~upon ~~been~~conversion inof ~~discussions~~the ~~with~~Class ~~NHIC~~B ~~I’s management~~common ~~team.~~stock;

~~The issuance~~● may subordinate the rights of ~~additional~~holders ~~shares~~of inour ~~connection~~common ~~with~~stock anif ~~initial~~preferred ~~business~~stock ~~combination~~is toissued ~~the~~with ~~owners~~rights ofsenior ~~the~~to ~~target~~those orafforded ~~other~~our ~~investors:~~common stock;

● ~~may~~could ~~significantly~~cause ~~dilute~~a ~~the~~change ~~equity~~in ~~interest~~control ofif ~~investors~~a insubstantial ~~our~~number ~~Class~~of Ashares of our common stock is issued, which ~~dilution~~may ~~would~~affect, ~~increase~~among ifother ~~the~~things, ~~anti-dilution~~our ~~provisions~~ability into ~~the~~use ~~Class~~our Bnet ~~common~~operating ~~stock~~loss ~~resulted~~carry inforwards, ~~the~~if ~~issuance~~any, ofand ~~Class~~could Aresult ~~common~~in ~~stock~~the onresignation aor ~~greater~~removal ~~than one-to-one basis upon conversion~~ of ~~the~~our ~~Class~~present Bofficers ~~common~~and ~~stock~~directors;

● may ~~subordinate~~have the ~~rights~~effect of ~~holders~~delaying or preventing a change of ~~our~~control ~~common~~of ~~stock~~us ifby ~~preferred~~diluting the stock isownership ~~issued~~or ~~with~~voting rights ~~senior~~of toa ~~those~~person ~~afforded~~seeking ~~our~~to ~~common~~obtain ~~stock~~control of us; and

● could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;23

● may ~~have~~adversely ~~the~~affect ~~effect~~prevailing ofmarket ~~delaying~~prices orfor ~~preventing~~our aClass ~~change~~A ofcommon ~~control of us by diluting the~~ stock ~~ownership~~ and/or ~~voting rights of a person seeking to obtain control of us; and~~warrants.

●Similarly, ~~may~~if ~~adversely~~we ~~affect~~issue ~~prevailing~~debt ~~market~~securities ~~prices~~or ~~for~~otherwise incur ~~our~~significant ~~Class~~debt Ato ~~common~~bank ~~stock~~or ~~and/~~other lenders or ~~warrants.~~the owners of a target, it could result in:

~~Similarly, if~~● wedefault ~~issue~~and ~~debt~~foreclosure ~~securities~~on orour ~~otherwise~~assets ~~incur~~if ~~significant~~our ~~debt~~operating torevenues ~~bank~~after oran ~~other~~initial ~~lenders~~business orcombination ~~the~~are ~~owners~~insufficient ofto arepay ~~target,~~our itdebt ~~could result in:~~obligations;

● ~~default~~acceleration of our obligations to repay the indebtedness even if we make all principal and ~~foreclosure~~interest onpayments ~~our~~when ~~assets~~due if ~~our~~we ~~operating~~breach ~~revenues~~certain ~~after~~covenants anthat ~~initial~~require ~~business~~the ~~combination~~maintenance ~~are~~of ~~insufficient~~certain tofinancial ~~repay~~ratios ~~our~~or ~~debt~~reserves ~~obligations~~without a waiver or renegotiation of that covenant;

● ~~acceleration of~~ our ~~obligations~~immediate topayment ~~repay~~of ~~the indebtedness even if we make~~ all principal and accrued interest, ~~payments~~if ~~when~~any, ~~due~~ if ~~we breach certain covenants that require~~ the ~~maintenance~~debt ofsecurity ~~certain~~is ~~financial~~payable ~~ratios~~on ~~or reserves without a waiver or renegotiation of that covenant~~demand;

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

● our ~~immediate~~inability ~~payment~~to ofpay ~~all~~dividends ~~principal~~on ~~and~~our ~~accrued~~common ~~interest, if any, if the debt security is payable on demand~~stock;

● using a substantial portion of our ~~inability~~cash flow to ~~obtain~~pay ~~necessary~~principal ~~additional~~and ~~financing~~interest ifon ~~the~~our debt, ~~security~~which ~~contains~~will ~~covenants~~reduce ~~restricting~~the funds available for dividends on our common stock if declared, our ability to ~~obtain~~pay ~~such~~expenses, ~~financing~~make ~~while~~capital ~~the~~expenditures ~~debt~~and ~~security~~acquisitions, isand ~~outstanding~~fund other general corporate purposes;

● limitations on our ~~inability~~flexibility toin ~~pay~~planning ~~dividends~~for onand reacting to changes in our ~~common~~business ~~stock~~and in the industry in which we operate;

● ~~using~~increased avulnerability ~~substantial portion of our cash flow~~ to ~~pay~~adverse ~~principal~~changes ~~and~~in ~~interest~~general ~~on our debt~~economic, ~~which~~industry ~~will~~and ~~reduce~~competitive ~~the~~conditions ~~funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures~~ and ~~acquisitions,~~adverse ~~and~~changes ~~fund~~in ~~other~~government ~~general corporate purposes~~regulation;

● limitations on our ~~flexibility~~ability into ~~planning~~borrow additional amounts for ~~and~~expenses, ~~reacting~~capital toexpenditures, ~~changes~~acquisitions, indebt ~~our~~service ~~business~~requirements, and inexecution ~~the~~of ~~industry~~our ~~in which we operate~~strategy; and

● ~~increased~~other ~~vulnerability~~purposes toand ~~adverse~~other ~~changes~~disadvantages incompared ~~general~~to ~~economic,~~our ~~industry~~competitors ~~and~~who ~~competitive~~have ~~conditions~~less ~~and adverse changes in government regulation;~~debt.

●As ~~limitations~~indicated onin ~~our~~the ~~ability~~accompanying tofinancial ~~borrow~~statements, at ~~additional~~December ~~amounts~~31, ~~for expenses~~2022, ~~capital~~we ~~expenditures~~had approximately $986,000 ~~acquisitions~~in cash, ~~debt~~current ~~service~~liabilities ~~requirements~~of approximately $144,000 and ~~execution~~a loss from operations for the ended December 31, 2022 of ~~our~~approximately ~~strategy;~~$1,719,000. We expect to incur significant costs in the pursuit of an Initial Business Combination and we cannot assure you that our plans to complete an Initial Business Combination will be successful.

●Results ~~other~~of ~~purposes~~Operations and ~~other~~Known ~~disadvantages~~Trends ~~compared~~or toFuture ~~our competitors who have less debt.~~Events

~~As indicated~~We have neither engaged in ~~the~~any ~~accompanying~~operations ~~financial~~nor ~~statements~~generated any operating revenues to date. Our only activities from February 25, at2021 (inception) to December 31, ~~2021~~2022 were organizational activities, those wenecessary ~~had~~to ~~approximately~~prepare ~~$1,972,000~~for inthe ~~cash~~Public Offering and, ~~working~~after ~~capital of~~the ~~approximately~~Public $2Offering,~~474,000~~ efforts to identify a target company for a business combination. We do not expect to ~~incur~~generate ~~significant~~any ~~costs~~operating inrevenues until after the ~~pursuit~~completion of anour Initial Business Combination. We generate non-operating income in the form of interest income on cash and weinvestments ~~cannot~~held ~~assure~~after the Public Offering. We incur expenses as a result ~~you~~of ~~that~~being ~~our~~a ~~plans~~public tocompany ~~complete~~(for anlegal, ~~Initial~~financial ~~Business~~reporting, ~~Combination~~accounting ~~will~~and beauditing ~~successful~~compliance), as well as for due diligence expenses.

~~Results of~~For ~~Operations~~the year ended December 31, 2021 and ~~Known~~for ~~Trends~~the period orfrom ~~Future~~February ~~Events~~25, 2021 (inception) through December 31, 2021, we had a net income (loss) of approximately $392,000 and ($413,000), respectively.

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the period from February 25, 2021 (inception) to December 31, 2021 were organizational activities, those necessary to prepare for the Public Offering and, after the Public Offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our Initial Business Combination. We expect to generate non-operating income in the form of interest income on cash and cash equivalents held after the 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.24

~~Prior to~~For the ~~closing~~year ofended ~~the~~December ~~Public Offering~~31, 2022 we had noa ~~activity~~loss from operations of approximately $1,719,000 consisting of approximately $619,000 for those legal, audit, reporting, insurance, listing and other costs associated with our being a public company as well as approximately $572,000 of consulting and travel costs associated with our search for a business combination partner, approximately $300,000 in ~~relation~~administrative tocharges from our Sponsor and approximately $175,000 in franchise taxes. For the year ended December 31, 2022, the Company’s ~~operations~~had non-operating income from investments in the Trust Account of approximately $2,586,000.

For the period from February 25, 2021 (inception) through December 31, 2021, we had a net loss of approximately $413,000, which resulted largely (approximately $152,000) from those legal, audit, reporting, insurance, listing and other costs associated with our being a public company subsequent to October 25, 2021, consultant and travel expenses associated with our search for a target company for a business combination of approximately $77,000 administrative fees of the Sponsor of approximately $56,000 and franchise taxes of approximately $144,000 net of interest income of approximately $16,000.

~~We expect~~After toPublic ~~incur~~Offering, ~~increased~~we are incurring increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for ~~search and~~ due diligence expenses. ~~and~~Our wecosts ~~expect~~are ~~those~~likely ~~expenses~~ to further increase ~~substantially~~when/if we locate a Business Combination target.

27Liquidity and Capital Resources

~~Liquidity~~In October 2021, we consummated the Public Offering of an aggregate of 19,490,000 Units (including the partial exercise of the underwriters’ overallotment option) at a price of $10.00 per unit generating gross proceeds of approximately $194,900,000 before underwriting discounts and expenses. Simultaneously with the consummation of the Public Offering, we consummated the Private Placement of 9,254,705 Private Placement Warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, to the Sponsor and certain funds and accounts managed by Magnetar Financial LLC, UBS O’Connor LLC, and Kepos Capital, ~~Resources~~L.P., at a price of $1.00 per Private Placement Warrant, generating gross proceeds, before expenses, of approximately $9,254,705.

~~In October~~The ~~2021,~~net weproceeds ~~consummated~~from the Public Offering ofand anPrivate Placement ~~aggregate~~were ofapproximately 19$199,~~490~~622,000, ~~Units~~net ~~(including~~of the ~~partial~~non-deferred ~~exercise~~portion of the ~~underwriters’ overallotment~~underwriting ~~option)~~commissions ~~at a price~~ of $~~10.00~~3,898,000 ~~per~~and ~~unit~~offering costs ~~generating~~and ~~gross~~other ~~proceeds~~expenses of approximately $~~194~~635,~~900,~~000 ~~before underwriting discounts and expenses~~. ~~Simultaneously~~$196,849,000 ~~with~~of the ~~consummation~~proceeds of the Public Offering, weand ~~consummated~~ the Private Placement ~~of 9,254,705 Private~~have ~~Placement~~been ~~Warrants,~~deposited ~~each~~into ~~exercisable~~a totrust ~~purchase~~account, ~~one~~with ~~share~~Continental ofStock ~~our~~Transfer ~~Class~~& ATrust ~~common~~Company ~~stock~~acting atas ~~$11.50~~trustee ~~per share, to~~ (the ~~Sponsor~~“Trust ~~and certain~~Account”), ~~funds~~ and ~~accounts~~are ~~managed~~not byavailable ~~Magnetar~~to ~~Financial~~us ~~LLC,~~for ~~UBS~~operations ~~O’Connor~~(except ~~LLC,~~amounts ~~and~~to ~~Kepos~~pay ~~Capital, L~~taxes).~~P., at a price of $1.00 per Private Placement Warrant, generating gross proceeds, before expenses, of approximately $9,254,705.~~

~~The net~~For ~~proceeds from~~ the ~~Public~~period ~~Offering~~from ~~and~~February ~~Private~~25, ~~Placement~~2021 ~~were~~(inception) through ~~approximately~~December ~~$199~~31,~~622~~ 2021,~~000,~~ ~~net~~largely ofsubsequent to the ~~non-deferred~~Public ~~portion~~Offering, ofwe ~~the~~used ~~underwriting commissions~~approximately of $3907,~~898,~~000 ~~and~~in ~~offering~~operating ~~costs~~activities, ~~and other expenses of~~ generated approximately $~~635~~199,~~000. $196~~728,~~849,~~000 of ~~the~~cash ~~proceeds~~from offinancing ~~the~~activities ~~Public Offering~~ and ~~the~~used ~~Private~~approximately ~~Placement have been deposited into a trust account~~$196, ~~with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”)~~849,000 ~~and~~in ~~are~~investing ~~not available to us for operations (except amounts to pay taxes)~~activities.

~~For~~ In the ~~period~~year ~~from~~ended ~~February 25, 2021 (inception) through~~ December 31, ~~2021~~2022, wethe Company used approximately $~~907~~1,967,000 inof cash ~~operating~~in ~~activities including~~operations and raised approximately $~~708~~981,000 offrom ~~deposit~~withdrawals ~~premiums,~~of ~~primarily~~interest ~~for~~income ~~insurance,~~from ~~for~~the ~~periods~~Trust Account up to 2pay ~~years~~taxes. asOur ~~well~~withdrawals asfrom ~~other~~the ~~services.~~Trust ~~Of the~~Account ~~$199,728,000~~exceeded ~~net~~our ~~cash~~interest ~~provided~~income ~~from~~available ~~financing~~to ~~activities,~~us ~~approximately~~resulting ~~$196,849,000~~in ~~was~~our ~~used~~Class toA ~~fund~~common shares ~~the~~subject ~~Trust~~to ~~Account~~redemption ~~including the~~exceeding ~~gross~~our ~~proceeds~~balance ofin the ~~Public~~Trust ~~Offering~~Account ~~plus~~by approximately $172,~~949,~~000. This condition occurs largely due to the ~~fund~~payment anof ~~additional~~estimated $0taxes in excess of actual required payments.~~10 per~~ ~~share~~This ~~for~~condition ~~redemption~~will self-correct in January 2023.

We intend to use substantially all of the funds held in the Trust account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions), to complete our Initial Business Combination. We may withdraw interest income (if any) to pay income taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We do not expect the interest income earned on the amount in the Trust Account (if any) will be sufficient to pay our income and franchise taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our Initial 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.

WeSubsequent to our Public Offering and prior to the ~~account~~completion ~~for~~of ~~all~~our Initial Business Combination, we currently have available to us approximately $986,000 of proceeds held outside the Trust ~~Class~~Account Afor ~~common~~working ~~stock~~capital ~~issued~~at inDecember ~~our~~31, ~~Public~~2022. ~~Offering~~We asplan ~~redeemable~~to ~~stock~~use these funds primarily to identify and ~~not~~evaluate ~~permanent~~target ~~equity~~businesses, perform business due diligence on prospective target businesses, travel to and sofrom wethe ~~report~~offices, plants or similar locations of prospective ~~negative~~target ~~stockholders’~~businesses ~~equity~~or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.

Subsequent to our Public Offering and prior to the completion of our Initial Business Combination, we have available to us proceeds held outside the Trust Account (initially, approximately $2,914,000) for working capital. We are using these funds primarily 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, structure, negotiate and complete a business combination, pay our public reporting and other costs of being a public company and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.25

~~We do~~Mandatory ~~not believe we will need to raise additional funds following our Public Offering in order to meet the expenditures required for operating our business. However~~Liquidation, ifLiquidity ~~our estimates of the costs of identifying a target business, undertaking in-depth due diligence~~ and ~~negotiating an~~Going initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our Initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Initial Business Combination, in which case we may issue additional securities or incur debt in connection with such business combination.Concern

~~Off~~In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-~~Balance~~15, “Disclosures of Uncertainties about an Entity’s Ability to ~~Sheet~~Continue ~~Arrangements;~~as ~~Commitments~~a Going Concern,” as of December 31, 2022, the Company has approximately $986,000 in cash and ~~Contractual~~approximately ~~Obligations;~~$1,258,000 in ~~Quarterly~~working ~~Results~~capital and management has determined that the Company’s current liquidity is sufficient to fund the working capital needs of the Company until one year from the date of issuance of these financial statements. However, if the Company cannot complete a Business Combination prior to April 25, 2023 (or October 25, 2023 if certain conditions are met), it could be forced to wind up its operations and liquidate unless it receives an extension approval from its shareholders. This condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. The Company’s plan to deal with this uncertainty is to complete a Business Combination prior to April 25, 2023 or seek an extension approval from its shareholders. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We do not believe we will need to raise additional ~~have~~funds nofollowing ~~obligations,~~our ~~assets~~Public orOffering ~~liabilities~~in ~~which~~order ~~would~~to bemeet ~~considered~~the ~~off-balance~~expenditures ~~sheet~~required ~~arrangements~~for operating our business. WeHowever, doif ~~not~~our ~~participate~~estimates of the costs of identifying a target business, undertaking in-depth ~~transactions~~due diligence and negotiating an initial business combination are less ~~that~~than ~~create~~the ~~relationships~~actual ~~with~~amount ~~unconsolidated~~necessary ~~entities~~to ordo ~~financial~~so, ~~partnerships~~we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, ~~often~~we ~~referred~~may need to asobtain ~~variable~~additional ~~interest~~financing ~~entities~~either to complete our Initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Initial Business Combination, in which case we may ~~would~~issue ~~have~~additional ~~been~~securities ~~established~~or ~~for~~incur ~~the~~debt ~~purpose~~in ofconnection ~~facilitating~~with ~~off-balance~~such ~~sheet~~business ~~arrangements~~combination.

28Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

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

~~Contractual~~We have not entered into any off-balance sheet ~~Obligations~~financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any agreements for non-financial assets.

~~In connection~~Contractual with the Public Offering, the Company agreed to pay $25,000 a month for office space, utilities and secretarial and administrative support to the Sponsor. Services commenced on the date the securities are first listed on The Nasdaq Global Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company.Obligations

~~Critical~~In March 2021, our Sponsor agreed to loan us up ~~Accounting~~to ~~Policies~~$300,000 to be used for a portion of the expenses of the Public Offering pursuant to a promissory note. Prior to the Public Offering we had borrowed approximately $85,000 under the promissory note. The note was non-interest bearing, unsecured and payable promptly after the earlier of the date on which the Company consummates an initial public offering or the date on which the Company determines not to conduct an initial public offering of its securities. On October 25, 2021, the Company repaid the outstanding balance under the promissory note and the Note is no longer available to the Company.

~~The~~On October 25, 2021, the Company agreed to pay $25,000 ~~preparation~~a ofmonth ~~financial~~for ~~statements~~office space, utilities and ~~related~~secretarial ~~disclosures~~and inadministrative ~~conformity~~support ~~with~~to ~~GAAP~~the ~~requires~~Sponsor. ~~management~~Services tocommenced ~~make~~on ~~estimates~~the ~~and~~date ~~assumptions~~the securities ~~that~~were ~~affect~~first ~~the~~listed ~~reported~~on ~~amounts~~The ofNasdaq ~~assets~~Global Market and ~~liabilities,~~will ~~disclosure~~terminate upon the earlier of ~~contingent~~the ~~assets~~consummation ~~and~~by ~~liabilities~~the atCompany of an initial Business Combination or the ~~date~~liquidation of the ~~financial statements,~~Company. The Company paid and ~~income~~charged to operations $300,000 and ~~expenses~~$75,000, ~~during~~respectively, for the year ~~periods~~ended ~~reported.~~December ~~Actual~~31, ~~results~~2022 ~~could~~and ~~materially~~for ~~differ~~the period from ~~those~~February ~~estimates.~~25, ~~The~~2021 ~~Company has~~(inception) ~~identified~~to ~~the~~December ~~following~~31, as2021, ~~its~~for ~~critical~~these ~~accounting~~services ~~policies:~~and there were no amounts unpaid at those dates.

~~Emerging~~The Company paid an underwriting discount ~~Growth~~of 2.0% of the per Unit price to the underwriters, an aggregate fee of $3,898,000, at the closings of the Public Offering with an additional fee (the “Deferred Discount”) of 3.5% ($6,821,500 including the underwriters’ over-allotment option exercise) of the gross offering proceeds payable upon the consummation of the initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with 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.26

~~Net~~Critical ~~Income or~~Accounting ~~Loss per Common Share:~~Estimates

The ~~Company~~ ~~complies~~preparation ~~with~~of ~~accounting~~financial statements and ~~disclosure~~related ~~requirements~~disclosures ofin ~~FASB~~conformity ~~ASC~~with ~~Topic~~U.S. ~~260,~~GAAP ~~“Earnings~~requires ~~Per~~management ~~Share.”~~to ~~Net~~make ~~income~~estimates ~~or loss~~and ~~per~~assumptions ~~common~~that ~~share~~affect isthe ~~computed~~reported byamounts ~~dividing~~of ~~net~~assets ~~income~~and orliabilities, ~~loss~~disclosure ~~applicable~~of tocontingent ~~common~~assets ~~shareholders~~and byliabilities at the ~~weighted~~date ~~average~~of the ~~number~~financial ofstatements, ~~common shares~~and ~~outstanding~~income and expenses during the ~~period~~periods ~~plus,~~reported. toActual ~~the~~results ~~extent~~could ~~dilutive,~~materially ~~the~~differ ~~incremental~~from ~~number~~those ofestimates. Management ~~common~~does ~~shares~~not tobelieve ~~settle~~that ~~warrants,~~the asCompany ~~calculated using~~has ~~the~~any ~~treasury~~critical ~~stock~~accounting ~~method~~estimates.

~~The~~ITEM Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 18,999,705 Class A common shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method7A. AsQUANTITATIVE aAND ~~result,~~QUALITATIVE ~~diluted~~DISCLOSURES ~~income~~ABOUT ~~(loss)~~MARKET ~~per common share is the same as basic income (loss) per common share for the period presented.~~RISK

~~The~~As ~~Company~~a ~~has~~smaller ~~two~~reporting ~~classes~~company ofwe ~~shares, which~~ are ~~referred~~not required to asmake ~~Class~~disclosures Aunder ~~common~~this ~~shares and Class B common shares~~Item. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding during the respective period.

29ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~The~~Our ~~following~~financial ~~table~~statements ~~reflects~~and the ~~net~~notes ~~loss~~thereto ~~per~~begin ~~share~~on ~~for~~page ~~the~~F-1 ~~period~~of ~~from~~this ~~February~~Annual ~~25, 2021 (inception) to December 31, 2021 after allocating income between the shares based on outstanding shares~~Report.

	Class A			Class B
Numerator:
Basic and diluted net income per common share:
Allocation of net loss – basic and diluted	$	181,000		$	232,000
Denominator:
Basic and diluted weighted average common shares:		3,556,000			4,579,000
Basic and diluted net loss per common share	$	(0.05	)	$	(0.05	)

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Accounting for Warrants:~~None.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding.27

~~Management~~ITEM ~~has~~9A. ~~concluded~~CONTROLS ~~that~~AND ~~the Public Warrants and Private Placement Warrants issued in connection with the Company’s Public Offering, pursuant to the warrant agreements, qualify for equity accounting treatment~~PROCEDURES.

~~Offering~~Evaluation ~~Costs:~~of Disclosure Controls and Procedures

~~The~~Disclosure ~~Company~~controls ~~complies~~are procedures that are designed with the ~~requirements~~objective of ensuring that information required to be disclosed in our reports filed under the ~~FASB~~Exchange ~~ASC~~Act, ~~340-10-S99-1~~such as this Report, is recorded, processed, summarized, and ~~SEC~~reported ~~Staff~~within ~~Accounting~~the ~~Bulletin~~time ~~(SAB)~~period ~~Topic~~specified ~~5A —~~in ~~“Expenses~~the ofSEC’s ~~Offering~~rules and forms.” ~~Costs~~Disclosure ~~incurred~~controls inare ~~connection~~also designed with ~~preparation~~the ~~for~~objective ~~the~~of ~~Public~~ensuring ~~Offering~~that ~~totaled~~such ~~approximately~~information ~~$19,374,000~~is ~~including~~accumulated ~~Company~~and ~~costs~~communicated ofto ~~approximately~~our ~~$635~~management,~~000~~ ~~together~~including ~~with~~the ~~$10,720,000~~chief ofexecutive ~~underwriters’~~officer ~~discount~~ and ~~approximately~~chief $8financial officer,~~019,000~~ inas ~~fair value~~appropriate ~~over~~to ~~cost~~allow oftimely decisions ~~Sponsor~~regarding ~~shares~~required ~~forfeited~~disclosure. ~~and~~Our ~~purchased~~management byevaluated, ~~Anchor~~with ~~investors~~the inparticipation ~~connection~~of ~~with~~our ~~their~~current ~~investment~~chief inexecutive ~~the~~officer ~~Company. Such~~and ~~costs~~chief ~~have~~financial ~~been~~officer ~~allocated~~(our to“Certifying Officers”), the ~~redeemable~~effectiveness ~~Class~~of Aour ~~common~~disclosure ~~stock~~controls ~~subject~~and toprocedures ~~redemption~~as ~~issued~~of ~~upon~~December 31, ~~completion~~2022, ofpursuant ~~the~~to ~~Public~~Rule ~~Offering. None~~13a-15(b) ofunder the ~~Public~~Exchange ~~Warrants~~Act. orBased ~~Private~~upon ~~Placement~~that ~~Warrants~~evaluation, ~~are~~our ~~classified~~Certifying asOfficers ~~liabilities~~concluded sothat, ~~there~~as isof December no31, ~~charge~~2022, toour ~~operations~~disclosure ~~for~~controls ~~costs related~~and toprocedures ~~their~~were ~~issuance~~effective.

~~Class~~We Ado ~~Common~~not ~~Stock~~expect ~~Subject~~that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure 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 ~~Possible~~their ~~Redemption:~~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.

All of the 19,490,000 shares of Class A common stock sold as part of a Unit in the Public Offering discussed in Note 3 contain a redemption feature which allows for the redemption of common shares under the CompanyManagement’s ~~liquidation or tender~~ ~~offer/stockholder~~Report approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its articles of association provide that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be less than $5,000,001. However, because all of the shares of Class A common stock are redeemable, all of the shares will be recorded as Class A common stock subject to redemption on ~~the~~Internal ~~Company’s~~Controls ~~balance~~Over ~~sheet.~~Financial Reporting

~~The Company~~As ~~recognizes~~required ~~changes~~by ~~immediately~~SEC asrules ~~they~~and ~~occur~~regulations ~~and~~implementing Section ~~adjusts~~404 of the ~~carrying~~Sarbanes-Oxley ~~value~~Act, ofour ~~the~~management ~~securities~~is atresponsible ~~the~~for ~~end~~establishing ofand ~~each~~maintaining ~~reporting~~adequate ~~period. Increases~~internal orcontrol ~~decreases~~over infinancial reporting. ~~the~~Our ~~carrying~~internal ~~amount~~control ofover ~~redeemable~~financial ~~Class~~reporting Ais ~~common~~designed ~~stock~~to ~~are~~provide ~~affected~~reasonable byassurance ~~adjustments~~regarding tothe ~~additional~~reliability ~~paid-in~~of ~~capital.~~financial ~~Accordingly,~~reporting atand ~~December~~the ~~31,~~preparation ~~2021,~~of ~~all~~our ofconsolidated ~~the~~financial ~~19,490,000~~statements ~~Public~~for ~~Shares~~external ~~were~~reporting ~~classified~~purposes ~~outside~~in ofaccordance ~~permanent~~with ~~equity~~U.S. ~~Class~~GAAP. AOur internal ~~common~~control ~~stock subject~~over tofinancial ~~redemption~~reporting ~~consist~~includes ofthose policies and procedures that:

Gross proceeds of Public Offering	$	194,900,000
Less: Offering costs		(32,347,000	)
Plus: Accretion of carrying value to redemption value		34,296,000
Class A common shares subject to redemption	$	196,849,000

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

302. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

~~Recent Accounting~~3. ~~Standards~~provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

~~Management~~Because of its inherent limitations, internal control over financial ~~does~~reporting may not ~~believe~~prevent ~~that~~or ~~any~~detect ~~other~~errors ~~recently~~or ~~issued~~misstatements in our consolidated financial statements. Also, ~~but~~projections ~~not~~of ~~yet~~any ~~effective~~evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, ~~accounting~~or ~~standards~~that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, if2022. ~~currently~~In ~~adopted~~making these assessments, ~~would~~management ~~have~~used athe ~~material~~criteria set forth by the Committee ~~effect~~of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessments and those criteria, management determined that our internal controls over financial ~~statements~~reporting were effective as of December 31, 2022.

~~ITEM~~This Annual Report on Form 10-K does not include an attestation ~~7A.~~report ~~QUANTITATIVE~~of ~~AND~~internal ~~QUALITATIVE~~controls ~~DISCLOSURES~~from ~~ABOUT~~our ~~MARKET~~independent ~~RISK~~registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

AsChanges ain ~~smaller~~Internal ~~reporting~~Control ~~company~~over weFinancial ~~are not required to make disclosures under this Item.~~Reporting

~~ITEM~~There 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 8.Exchange ~~FINANCIAL~~Act) ~~STATEMENTS~~during ~~AND~~the ~~SUPPLEMENTARY~~most ~~DATA~~recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Our~~ITEM ~~financial~~9B. ~~statements~~OTHER ~~and the notes thereto begin on page F-1 of this Annual Report.~~INFORMATION

~~ITEM 9~~None. ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~

~~None~~ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~ITEM 9A. CONTROLS AND PROCEDURES.~~None

~~Evaluation of Disclosure Controls and Procedures~~28

~~Disclosure~~part controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this 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 communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current 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.III

WeITEM ~~do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud~~10. ~~Disclosure controls and procedures~~DIRECTORS, noEXECUTIVE ~~matter~~OFFICERS ~~how~~AND ~~well~~CORPORATE 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.GOVERNANCE

~~Management’s~~The following table sets forth information about our directors and ~~Report~~executive onofficers ~~Internal~~as ~~Controls~~of ~~Over~~March ~~Financial~~28, ~~Reporting~~2023.

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Name	Age	Position
Kevin Charlton	55	Chief Executive Officer
Samy Hammad	34	Chief Financial Officer
Thomas J. Sullivan	58	Director, Chairman of the Board of Directors
Charles Goldman	52	Director, Vice Chairman of the Board of Directors
Charlie Baynes-Reid	46	Chief Operating Officer
Kathleen Harris	59	Director
Brian Mathis	55	Director
Neil Glat	53	Director
Suzy Taherian	52	Director
Mark Cirilli	49	Director
Alicia Moy	43	Director

~~Changes~~Kevin Charlton, CEO. Kevin Charlton is our Chief Executive Officer. Mr. Charlton has been the Co-Chairman of NewHold Enterprises since 2017 and has spent more than 20 years in ~~Internal~~private ~~Control~~equity. ~~over~~Mr. ~~Financial~~Charlton ~~Reporting~~has been a director of Evolv Technologies Holdings, Inc. (Nasdaq: EVLV), formerly known as NewHold Investment Corp., since NewHold Investment Corp. closed its business combination with Evolv Technologies, Inc. in July 2021. He was the Chief Executive Officer of NewHold Investment Corp. from January 2020 until it closed its business combination with Evolv Technologies, Inc. Prior to NewHold Enterprises, Mr. Charlton was the Co-Founder of River Hollow Partners from June 2013 through April 2017. From January 2014 through February 2015, Mr. Charlton was the President and Chief Operating Officer of Hennessy Capital Acquisition Corp., a $115 million NASDAQ-listed SPAC that merged with Blue Bird Corporation (NASDAQ: BLBD), the school bus manufacturer, in February 2015. From July 2015 through February 2017, he then served as President, Chief Operating Officer and Vice Chairman of the Board of Directors of Hennessy Capital Acquisition Corp. II, a $200 million NASDAQ-listed SPAC that merged with Daseke, Inc. (NASDAQ: DSKE), in February 2017. From July 2017 through October 2019, Mr. Charlton served as President, Chief Operating Officer and Vice Chairman of the Board of Directors of Hennessy Capital Acquisition Corp. III, a $275 million NYSE-listed SPAC that merged with NRC Group (NYSE: NRCG) in October 2018. Prior to NewHold, Mr. Charlton was with JPMorgan (NYSE: JPM), Investcorp, and Macquarie (ASX: MQG). Mr. Charlton has served on more than 25 Boards of Directors in all relevant roles, and in almost all cases as Chairman or Lead Director on behalf of the majority owner. Prior to his career in private equity, Mr. Charlton was with McKinsey and Company in New York and NASA Headquarters in Washington, DC. Mr. Charlton has been Chairman of American AllWaste LLC since May 2018, and currently also serves as a member of the Boards of Spirit Realty Capital (NYSE: SRC), a triple net commercial REIT that he took public in 2012, and Macro Energy LLC, a high efficiency lighting company. Mr. Charlton also currently serves as the Chairman of F&S Precision Holdings, Inc., a company that does precision tooling for plastic injection molding. Mr. Charlton has successfully sold companies to both strategic and financial investors, maximized value through the staged exit to separate buyers, and taken companies public, including companies in the manufacturing, distribution, business services, transportation, real estate, consumer products, and food and beverage sectors. He has a long history of working in partnership with management to develop and execute a strategic agenda. Mr. Charlton received his Bachelor’s degree in Aerospace Engineering cum laude from Princeton University in 1988, his Master of Science in Aerospace Engineering with Distinction from the University of Michigan in 1990, and his Master of Business Administration with Honors from the Kellogg School at Northwestern University in 1995.

~~There~~Samy ~~were~~Hammad, noCFO. ~~changes~~Samy inHammad is our ~~internal~~Chief ~~control~~Financial Officer. Mr. Hammad has over ~~financial~~a ~~reporting~~decade ~~(as~~of ~~such~~experience ~~term~~in isinvestment ~~defined~~banking and capital markets practices. Prior to joining NewHold Investment Corp. II, Mr. Hammad worked as a director in ~~Rules~~the ~~13a-15(f)~~investment banking division at Citigroup from 2014 to 2021, where he covered financial sponsors and ~~15d-15(f)~~SPACs, providing a full range of ~~the~~investment ~~Exchange~~banking services ~~Act)~~including ~~during~~M&A ~~the~~advisory, ~~most~~acquisition ~~recent~~finance, ~~fiscal~~equity ~~quarter~~and ~~that~~debt ~~have~~offerings ~~materially~~and ~~affected~~private placements. While at Citigroup, orMr. ~~are~~Hammad ~~reasonably~~worked on ~~likely~~and completed over 45 transactions across the consumer, technology, healthcare, and industrials verticals, including raising more than $2 billion for SPAC sponsors. Prior to ~~materially~~Citigroup, ~~affect~~Mr. Hammad worked in the leverage finance group at CIT from 2011 to 2014, ~~our~~where he ~~internal~~focused on middle market private equity backed companies in the transportation and aerospace & defense sectors. Mr. Hammad received ~~control~~a ~~over~~Bachelor ~~financial~~of ~~reporting~~Business Administration degree with a focus on Finance from the George Washington University in 2009.

~~ITEM 9B. OTHER INFORMATION~~29

~~None~~Charlie Baynes-Reid, COO. Charlie Baynes-Reid is our Chief Operating Officer. Mr. Baynes-Reid is a founding partner and Managing Director of NewHold Enterprises, having spent more than 20 years in private equity and principal investing, both as a legal advisor and as an investor. Mr. Baynes-Reid served as the Chief Operating Officer of NewHold Investment Corp. from January 2020 to July 2021. Mr. Baynes-Reid has extensive experience working with portfolio companies on acquisitions and divestures, consolidation strategies, debt financing and refinancing, capital markets and exit strategies through private sales, public mergers, and initial public offerings (or IPOs). He also has significant knowledge of core legal and regulatory considerations relating to both domestic as well as complex cross border transactions and his sector experience includes companies focusing on logistics, business services, real estate, diversified industrials, renewable energy, and financial services. Qualifying as a lawyer in the United Kingdom in 2001 with Simmons & Simmons law firm practicing in the Corporate Finance Group, he worked in London and Tokyo before moving to the Minter Ellison law firm in Sydney focusing on mergers and acquisitions. He joined Macquarie (ASX: MQG) in 2005, working primarily on acquisitions, based initially in Sydney. In 2007, he relocated to Macquarie’s New York office, where he focused on principal investments and capital markets transactions across multiple jurisdictions, before becoming one of the founding partners of River Hollow Partners in early 2014, where he continues to serve as a partner and General Counsel. Since 2017, Mr. Baynes-Reid has been a Founding Partner, Managing Director and General Counsel for NewHold Enterprises LLC. Mr. Baynes-Reid received his LLB Honors degree in Business Law from City University, London and is dual-qualified as an English lawyer and a member of the New York Bar. Mr. Baynes-Reid currently serves as the Chairman of Macro Energy LLC, the first NewHold Enterprises industrial technology platform, which he helped launch, is on the Board of NewHold AEC Corp. and Powerful Foods LLC, and is a Board observer for Luna Pharmaceuticals, Inc.

~~ITEM~~Thomas 9CJ. ~~DISCLOSURE~~Sullivan, ~~REGARDING~~Chairman. ~~FOREIGN~~Thomas ~~JURISDICTIONS~~Sullivan ~~THAT~~is ~~PREVENT~~the ~~INSPECTIONS~~Chairman of the Board as of the date hereof. Mr. Sullivan has over 30 years of experience in finance and operations. Mr. Sullivan served as the Chairman of the Board of NewHold Investment Corp. from July 2020 to July 2021. Mr. Sullivan has served as a partner with Standard General L.P., a New York-based investment firm that manages event-driven opportunity funds, since June 2016 where he is responsible for portfolio management of Standard General’s SG Special Situations Fund L.P. He has served on numerous boards for over 20 years and has broad leadership skills and extensive operational and financial restructuring experience as well as experience in the fields of private equity and capital markets. He is currently a member of the Board of Trustees of Spirit MTA REIT (NASDAQ: SMTA) and Investcorp Credit Management BDC, Inc. (NASDAQ: ICMB). He previously served as a director of Hennessy Acquisition Corp. II, a NASDAQ-listed SPAC, from July 2015 to February 2017. From 2009 to 2015, Mr. Sullivan was the Managing Partner of Smallwood Partners, LLC, a financial advisory services firm. From 1996 to 2008, Mr. Sullivan served as a Managing Director of Investcorp International, Inc., a global middle market private equity firm, where he was a member of the U.S. Investment Committee and a Senior Partner on the Post-Acquisition Team. Prior to his time at Investcorp, he served as Vice President and Treasurer of The Leslie Fay Companies. Previously, Mr. Sullivan was a Senior Manager in the Turnaround and Restructuring Group and a Senior and Staff Account of Arthur Anderson & Co. Mr. Sullivan holds a Bachelor’s degree from Villanova University. We believe that Mr. Sullivan is qualified to serve on our board of directors based on his public company experience and transaction expertise.

~~Not~~Charles Goldman, ~~applicable~~Vice Chairman. Charles Goldman has served as one of our directors since inception and is the Vice Chairman of the Board as of the date hereof. Mr. Goldman has been the Co-Founder and Co-Chairman of NewHold Enterprises since 2017, and has spent more than 20 years in private equity. He served as a member of the board of directors of NewHold Investment Corp. from January 2020 to July 2020, and as the Vice Chairman of the Board of NewHold Investment Corp. from July 2020 to July 2021. Prior to NewHold Enterprises, Mr. Goldman worked at Mill Road Capital from 2005 until 2017, where he was a founding partner, JPMorgan Partners, including Chase Capital Partners, and Chemical Venture Partners. Mr. Goldman is Chairman of the Board of NewHold AEC Corp. and serves on the boards of American AllWaste LLC and F&S Precision Holdings, Inc. Mr. Goldman’s private equity career includes extensive experience in deal sourcing, structuring, debt-financing, and portfolio company management. He has led transactions including buyouts of public and private companies, growth equity, structured investments and investments in public companies. In addition to his deal sourcing and structuring responsibilities, Mr. Goldman has extensive experience serving as a board member and working in partnership with management, and has worked with companies in industries including aerospace, automotive, business services, retail and telecommunications. In addition to his work at Mill Road and JPMorgan Partners, Mr. Goldman worked at Ascend Media where he was an Executive Vice President and at Dillon, Read & Co. where he was an investment banking analyst. Mr. Goldman received Bachelor of Arts and Bachelor of Sciences degrees from the College of Arts and Sciences and The Wharton School of the University of Pennsylvania, respectively. Mr. Goldman also received an MBA from the Harvard Business School. We believe that Mr. Goldman is qualified to serve on our board of directors based on his expertise in the financial services and industrial technology industries.

3130

~~part~~Neil ~~III~~Glat. Neil Glat is one of our independent directors and chairs the Nominating Committee as of the date hereof. Mr. Glat has been a director of Evolv Technologies Holdings, Inc. (Nasdaq: EVLV), formerly known as NewHold Investment Corp. since NewHold Investment Corp. closed its business combination with Evolv Technologies, Inc. in July 2021. He was a member of the board of directors of NewHold Investment Corp. from July 2020 until it closed its business combination with Evolv Technologies, Inc. From September 2019 through March 2020, Mr. Glat was a Senior Advisor to the New York Jets. He has also been a Managing Member of NG Strategies, LLC since September 2019. From April 2012 through August 2019, Mr. Glat served as the President of the New York Jets. Prior to that, Mr. Glat was a senior executive at the National Football League for 15 years, where he oversaw corporate development and strategy, in addition to having top-tier experience in management consulting at McKinsey & Company and investment banking at Dillon, Read & Co. Mr. Glat is currently on the Board of ASM Global, a privately-held company which is the world’s largest stadium, arena, convention center, theater, and venue management company and which was formed by the recent merger of SMG and AEG Facilities. In addition, Mr. Glat serves on many philanthropic boards. Mr. Glat has extensive operating and strategic experience in sports, entertainment, media, and hospitality. During his more than 25 years in combined tenures at the New York Jets, the National Football League, and professional service firms, Mr. Glat has consistently focused on, among other things, driving revenue growth, increasing consumer engagement, identifying new businesses, encouraging innovation, developing forward-looking strategies, and executing strategic transactions and deals. Mr. Glat earned a Bachelor of Sciences degree in Economics from The Wharton School at the University of Pennsylvania and a JD from Harvard Law School. We believe that Mr. Glat is qualified to serve on our board of directors based on his extensive operational, managerial, strategic, and financial experience.

~~ITEM~~Kathleen 10Harris. ~~DIRECTORS~~Kathleen Harris is one of our independent directors and chairs the Audit Committee as of the date hereof. Ms. Harris has more than 30 years of experience in investment management and fundamental research in public equity markets, ~~EXECUTIVE~~as ~~OFFICERS~~well ~~AND~~as ~~CORPORATE~~operational management ~~GOVERNANCE~~of a private company. She served as one of the independent directors of NewHold Investment Corp. from July 2020 to July 2021. Ms. Harris has been the Chief Financial Officer of Dinges Fire Company, a Midwest fire equipment distributor, since February 2018. Prior to joining Dinges Fire Company, she was an investment analyst for hedge fund SDK Capital, specializing in long/short analysis of U.S. companies from August 2010 through February 2018. From 1995 to 2004, as a partner for Oechsle International Advisors, Ms. Harris was a portfolio manager and equity analyst for institutional clients invested in non-US and emerging markets. From 1990 to 1995, Ms. Harris was international portfolio manager and analyst for the State of Wisconsin Investment Board. Her research expertise spans company, industry, and market analysis including health care, telecommunications, consumer staples, consumer discretionary, and industrial groups across U.S., European, Asian, and emerging markets. Ms. Harris began her career as analyst and portfolio manager at The Northern Trust Company in Chicago. She successfully completed the Chartered Financial Analyst program in 1988 and earned her Bachelor of Sciences degree from the University of Illinois in 1984 and an MBA from the University of Chicago in 1987. We believe that Ms. Harris is qualified to serve on our board of directors based on her extensive financial, operational, and principal investing experience.

~~The~~Brian ~~following~~Mathis. ~~table~~Brian ~~sets~~P. ~~forth~~Mathis ~~information~~is ~~about~~one of our independent directors and ~~executive~~chairs ~~officers~~the Compensation Committee as of ~~March~~the 24date hereof. He served as one of the independent directors of NewHold Investment Corp. from July 2020 to July 2021. Since December 2011, ~~2022~~Mr. Mathis has been a founding partner of Pine Street Alternative Asset Management LP and brings significant alternative asset investment experience, including hedge fund, private equity, and venture capital experience. Previously, Mr. Mathis was a Co-Managing Partner of Provident Group Asset Management, LLC where he was a member of the investment committee and primarily responsible for portfolio construction and capital raising. Before joining PGAM, Mr. Mathis was a Managing Director at Advent Capital Management, responsible for business development and marketing of their multi-strategy, credit, and convertible hedge fund strategies. Prior to Advent, Mr. Mathis was a Director at Pacific Alternative Asset Management Company (PAAMCO), a fund of hedge funds with over $7.5 billion of assets under management. At PAAMCO, he was a member of the Investment Management Committee, evaluating directional hedge fund strategies, portfolio asset allocation and guiding strategic initiatives for the firm, including establishing PAAMCO’s London office. Prior to PAAMCO, Mr. Mathis was a Vice President at JPMorgan (NYSE: JPM) serving in various private equity groups focusing on investments in the hedge fund space, later-stage venture/growth capital, and mid-cap LBOs, as well as private equity placements. Mr. Mathis served on the Board of Directors/Advisors for PlusFunds (observer), Eastport Operating Partners LP, Edison Schools, LinksCorp, and Bell Sports. Mr. Mathis has been serving as a member of the board of directors of Vericast Corp. since September 2020. Mr. Mathis received a Bachelor of Business Administration degree from the University of Michigan Business School and a JD/MPA from Harvard Law School and the John F. Kennedy School of Government, Harvard University, respectively. We believe that Mr. Mathis is qualified to serve on our board of directors based on his extensive principal investing and capital markets experience.

Name	Age	Position
Kevin Charlton	55	Chief Executive Officer
Samy Hammad	34	Chief Financial Officer
Thomas J. Sullivan	58	Director, Chairman of the Board of Directors
Charles Goldman	52	Director, Vice Chairman of the Board of Directors
Charlie Baynes-Reid	46	Chief Operating Officer
Kathleen Harris	59	Director
Brian Mathis	55	Director
Neil Glat	53	Director
Suzy Taherian	52	Director
Mark Cirilli	49	Director
Alicia Moy	43	Director

~~Kevin~~Suzy ~~Charlton, CEO~~Taherian. ~~Kevin~~Suzy ~~Charlton~~Taherian is ~~our~~one ~~Chief~~of ~~Executive~~our ~~Officer.~~independent ~~Mr.~~directors ~~Charlton~~as ~~has~~of ~~been~~ the ~~Co-Chairman~~date ~~of NewHold Enterprises since 2017 and has spent more than 20 years in private equity~~hereof. MrMs. ~~Charlton~~Taherian has ~~been~~over a25 ~~director~~years of ~~Evolv~~experience acting ~~Technologies~~as ~~Holdings,~~Chief ~~Inc.~~Financial ~~(Nasdaq: EVLV)~~Officer, ~~formerly~~Chief ~~known~~Operating ~~as NewHold Investment Corp.~~Officer, ~~since~~and ~~NewHold~~acting ~~Investment~~Chief ~~Corp.~~Financial ~~closed~~Officer ~~its~~for ~~business~~global ~~combination~~industrial ~~with~~companies. ~~Evolv~~She ~~Technologies,~~served ~~Inc.~~as inone ~~July~~of ~~2021. He was~~ the ~~Chief~~independent ~~Executive~~directors ~~Officer~~ of NewHold Investment Corp. from ~~January~~July 2020 ~~until~~to itJuly ~~closed~~2021. ~~its~~Most ~~business~~recently, ~~combination with~~she ~~Evolv~~joined ~~Technologies,~~Xpansiv ~~Inc.~~as ~~Prior~~their CFO toand ~~NewHold~~is ~~Enterprises,~~currently ~~Mr.~~a ~~Charlton~~member ~~was~~of the ~~Co-Founder~~board of ~~River~~directors ~~Hollow~~of ~~Partners~~Wrightspeed ~~from June 2013 through April 2017~~Inc. ~~From~~effective ~~January 2014~~June ~~through February 2015~~1, Mr2021. ~~Charlton~~Xpansiv ~~was~~is ~~the~~a ~~President~~global ~~and~~digital ~~Chief Operating Officer~~marketplace offor ~~Hennessy~~data-driven, ~~Capital~~ESG-inclusive ~~Acquisition~~products. ~~Corp~~Ms., aTaherian ~~$115~~started ~~million~~her ~~NASDAQ-listed~~career ~~SPAC~~as ~~that~~a ~~merged~~consultant with ~~Blue~~Accenture, ~~Bird~~advising ~~Corporation~~large ~~(NASDAQ:~~companies ~~BLBD),~~on implementation ~~the~~of ~~school bus~~ERP ~~manufacturer,~~systems into ~~February 2015~~optimize operations. ~~From~~She ~~July 2015~~later ~~through~~held ~~February 2017,~~various hesenior ~~then~~finance ~~served~~roles asfor ~~President,~~16 ~~Chief~~years ~~Operating Officer~~at Exxon and ~~Vice~~Chevron. Since ~~Chairman~~January of2020, ~~the~~Ms. ~~Board~~Taherian ofhas ~~Directors~~been ofan ~~Hennessy~~advisor ~~Capital~~to ~~Acquisition Corp. II~~TKCapital, a ~~$200~~private ~~million~~equity ~~NASDAQ-listed~~firm ~~SPAC that merged~~ with ~~Daseke,~~investments ~~Inc. (NASDAQ: DSKE),~~ in ~~February 2017~~industrial companies. ~~From July 2017 through October 2019~~Additionally, Mr Ms. ~~Charlton~~Taherian has served as ~~President,~~ Chief ~~Operating~~Financial Officer ~~and~~of ~~Vice~~several ~~Chairman~~industrial ofcompanies ~~the~~- ~~Board~~from ofFebruary ~~Directors~~2017 ofthrough ~~Hennessy~~December ~~Capital~~2019, ~~Acquisition~~at ~~Corp.~~Kinetic Systems ~~III~~Inc., a ~~$275~~global ~~million NYSE-listed~~engineering ~~SPAC~~and ~~that~~construction ~~merged~~firm; ~~with~~from ~~NRC~~July ~~Group~~2016 ~~(NYSE:~~through ~~NRCG)~~January in2017, ~~October 2018.~~at ~~Prior~~RePower, toa ~~NewHold,~~national ~~Mr.~~software ~~Charlton~~company; from ~~was~~June ~~with~~2015 ~~JPMorgan~~through ~~(NYSE: JPM),~~June ~~Investcorp~~2016, ~~and~~at ~~Macquarie~~NobleIron, ~~(ASX:~~a ~~MQG).~~publicly-traded ~~Mr.~~construction ~~Charlton~~equipment ~~has~~rental ~~served~~company on(TSX:NIR); ~~more~~and ~~than~~from 25April ~~Boards~~2013 through ofMay ~~Directors~~2015, inat ~~all~~eCullet, ~~relevant~~a ~~roles,~~national ~~and~~manufacturer ~~in almost~~of ~~all~~glass. ~~cases~~Over asher ~~Chairman~~career, orshe ~~Lead~~has ~~Director~~worked on ~~behalf~~financings of ~~the~~over ~~majority owner~~$4.5 ~~Prior~~billion toand M&A ~~his~~transactions ~~career~~of inover ~~private~~$2.5 ~~equity, Mr~~billion. ~~Charlton~~She ~~was with~~previously ~~McKinsey~~served ~~and~~on ~~Company~~numerous inboards ~~New York~~such ~~and~~as ~~NASA~~Glass ~~Headquarters~~to ~~in Washington~~Glass, ~~DC.~~a ~~Mr.~~joint ~~Charlton~~venture ~~has~~with ~~been~~Owens Illinois ~~Chairman~~which ofis ~~American~~the ~~AllWaste LLC~~world’s ~~since~~largest ~~May 2018~~glass manufacturer, and ~~currently~~Chevron ~~also~~Federal ~~serves~~Credit asUnion, awhich ~~member~~has ofover ~~the~~$1 ~~Boards~~billion ofin ~~Spirit~~assets. She ~~Realty~~previously ~~Capital~~served ~~(NYSE:~~on ~~SRC),~~boards aof ~~triple~~various ~~net~~nonprofits ~~commercial REIT~~(including ~~that~~a hehomeless ~~took~~shelter ~~public in 2012,~~ and ~~Macro Energy LLC,~~ a ~~high~~school) ~~efficiency~~and ~~lighting~~is ~~company.~~an ~~Mr.~~active ~~Charlton~~community ~~also~~leader ~~currently~~and was ~~serves~~appointed as the ~~Chairman~~ ofContra ~~F&S~~Costa ~~Precision~~County ~~Holdings,~~Library ~~Inc.~~Commissioner, aadvocating ~~company~~for ~~that~~literacy ~~does~~and ~~precision~~education ~~tooling~~ for ~~plastic~~1 ~~injection~~million ~~molding.~~residents ~~Mr.~~of ~~Charlton~~the ~~has successfully~~county. ~~sold~~Since ~~companies to both strategic and financial investors~~2019, ~~maximized~~she ~~value~~has ~~through~~been on the ~~staged~~Steering ~~exit~~Committee toof ~~separate~~CFO ~~buyers,~~Leadership ~~and taken companies public~~Council, ~~including~~a ~~companies~~national inorganization ~~the~~of ~~manufacturing,~~Chief ~~distribution,~~Financial ~~business~~Officers. ~~services~~Additionally, Ms. ~~transportation,~~Taherian ~~real~~has ~~estate,~~been ~~consumer~~an ~~products,~~adjunct ~~and food~~professor ~~and~~at ~~beverage~~UC ~~sectors.~~Davis HeGraduate ~~has~~School aof ~~long~~Management ~~history~~for oflast ~~working~~9 inyears, ~~partnership~~teaching ~~with~~courses ~~management~~on toInternational Finance ~~develop~~ and ~~execute~~International aBusiness. ~~strategic agenda~~Ms. ~~Mr.~~ ~~Charlton~~Taherian ~~received~~holds ~~his~~a Bachelor’s of Science degree in ~~Aerospace~~Mechanical Engineering ~~cum~~from ~~laude~~UC ~~from~~Davis ~~Princeton~~and ~~University~~an inMBA from ~~1988,~~the ~~his~~Kellogg ~~Master~~ School of ~~Science~~Management, inNorthwestern ~~Aerospace~~University. ~~Engineering~~We ~~with~~believe ~~Distinction~~that ~~from~~Ms. ~~the~~Taherian ~~University~~is ofqualified ~~Michigan~~to inserve ~~1990,~~on ~~and~~our ~~his~~board ~~Master~~ of ~~Business Administration~~directors ~~with~~based ~~Honors~~on ~~from~~her ~~the~~25 ~~Kellogg~~years ~~School~~of atexperience ~~Northwestern~~as ~~University~~a infinance ~~1995~~executive with industrial companies.

32Mark J. Cirilli. Mark Cirilli is one of our independent directors as of the date hereof. Mr. Cirilli has been the managing director of MissionPoint Partners, LLC, an impact investment advisor and asset management firm he co-founded, since 2014. Additionally Mr. Cirilli has been a managing director of MissionPoint Capital Partners, LLC (“MissionPoint”), a private equity firm he co-founded that specializes in clean energy, since 2007. MissionPoint has been an impact investment advisor and asset manager that helps families and institutions reach their impact investment objectives. Mr. Cirilli led MissionPoint’s overall strategy and chaired the firm’s investment committee. At MissionPoint, Mr. Cirilli has led investments in and helped build a wide range of transformational, impact-driven businesses including Hannon Armstrong (NYSE ticker symbol “HASI”), Voltaix Inc. (sold to Air Liquide S.A. in 2013), SunEdison LLC (sold to MEMC Electronic Materials Inc. in 2009), ReCommunity Holdings II, Inc. (sold to Republic Services, Inc. in 2017), and AeroFarms Inc. Prior to forming MissionPoint, Mr. Cirilli served as the Chief Investment Officer of Marshall Street Management, a private family office of an impact investment pioneer, Jesse Fink. He was also with Coopers & Lybrand’s Financial Advisory Services Group where he provided due diligence and transactions services support for mergers and acquisitions by Fortune 500 Companies. In addition, Mr. Cirilli co-founded CapShift LLC in December 2018, a turnkey impact investment management platform aimed at enabling a $120b donor advised fund to access the impact investment market. He has been serving as a director at CapShift LLC since then. Mr. Cirilli serves on a number of private impact-driven company boards and a number of investment committees. Mr. Cirilli received a Bachelor of Arts degree in Accounting from Fordham University in 1994 and a Masters in Business Administration from Columbia University in 2002. We believe Mr. Cirilli’s extensive experience in investment management, corporate finance, accounting and business operations makes him qualified to serve as a member of our board of directors.

Samy Hammad, CFO. Samy Hammad is our Chief Financial Officer. Mr. Hammad has over a decade of experience in investment banking and capital markets practices. Prior to joining NewHold Investment Corp. II, Mr. Hammad worked as a director in the investment banking division at Citigroup from 2014 to 2021, where he covered financial sponsors and SPACs, providing a full range of investment banking services including M&A advisory, acquisition finance, equity and debt offerings and private placements. While at Citigroup, Mr. Hammad worked on and completed over 45 transactions across the consumer, technology, healthcare, and industrials verticals, including raising more than $2 billion for SPAC sponsors. Prior to Citigroup, Mr. Hammad worked in the leverage finance group at CIT from 2011 to 2014, where he focused on middle market private equity backed companies in the transportation and aerospace & defense sectors. Mr. Hammad received a Bachelor of Business Administration degree with a focus on Finance from the George Washington University in 2009.32

~~Charlie~~Alicia ~~Baynes-Reid, COO~~Moy. ~~Charlie~~Alicia ~~Baynes-Reid~~Moy is ~~our~~one ~~Chief~~of ~~Operating~~our ~~Officer.~~independent ~~Mr.~~directors ~~Baynes-Reid~~as isof athe ~~founding~~date ~~partner~~hereof. ~~and~~Since ~~Managing~~May ~~Director of NewHold Enterprises~~2013, ~~having~~Ms. ~~spent~~Moy ~~more~~has ~~than~~been ~~20 years~~the inPresident ~~private~~and Chief ~~equity~~Executive ~~and~~Officer ~~principal~~of ~~investing~~Hawaii Gas, ~~both~~which asis aHawaii’s ~~legal~~only ~~advisor~~government-franchised, ~~and~~full-service ~~as an~~gas ~~investor~~company. MrMs. ~~Baynes-Reid~~Moy’s expertise ~~served~~in asutilities ~~the~~and ~~Chief~~energy ~~Operating~~has ~~Officer~~given ofher ~~NewHold~~a ~~Investment~~unique ~~Corp.~~and ~~from~~holistic ~~January~~perspective ~~2020~~on tothe ~~July~~integrated ~~2021.~~nature ~~Mr.~~of ~~Baynes-Reid has~~the ~~extensive~~current ~~experience~~energy ~~working~~ecosystem and ~~with~~how ~~portfolio~~it ~~companies~~is ontransforming ~~acquisitions~~to ~~and~~meet ~~divestures,~~renewable ~~consolidation~~energy ~~strategies,~~goals. ~~debt~~In ~~financing~~October ~~and refinancing~~2019, ~~capital~~Ms. ~~markets~~Moy ~~and~~became ~~exit~~President ~~strategies~~of ~~through~~MIC ~~private~~Hawaii ~~sales~~Holdings, ~~public mergers~~LLC, ~~and~~the parent ~~initial~~company ~~public~~of ~~offerings~~Hawaii ~~(or~~Gas ~~IPOs).~~and Heseveral ~~also has~~other ~~significant~~business ~~knowledge~~entities ofthat ~~core~~aim ~~legal~~to ~~and~~improve ~~regulatory~~the ~~considerations~~reliability, ~~relating~~sustainability toand ~~both~~economy ~~domestic~~of asHawaii’s energy. ~~well~~From as2001 ~~complex~~to ~~cross~~2013, ~~border~~Ms. ~~transactions and~~Moy ~~his~~served ~~sector~~as ~~experience~~the ~~includes~~Senior ~~companies~~Vice ~~focusing~~President onat ~~logistics,~~Macquarie ~~business~~Infrastructure ~~services,~~and ~~real~~Real ~~estate,~~Assets ~~diversified industrials~~(“MIRA”), ~~renewable~~ ~~energy,~~where ~~and~~she ~~financial~~oversaw ~~services.~~corporate ~~Qualifying~~strategy, asstrategic aplanning, ~~lawyer~~funding inand ~~the~~management ~~United Kingdom~~of inseveral ~~2001~~MIRA-managed ~~with~~utility ~~Simmons &~~companies. ~~Simmons~~From ~~law firm practicing~~1999 into ~~the Corporate Finance Group~~2001, heMs. Moy worked infor ~~London~~Morgan ~~and~~Stanley’s ~~Tokyo~~Investment ~~before~~Banking ~~moving~~division, towhere ~~the~~she ~~Minter~~was ~~Ellison~~involved ~~law firm~~ in ~~Sydney~~corporate ~~focusing~~finance onand mergers and acquisitions. Hefor ~~joined~~private ~~Macquarie~~equity ~~(ASX:~~clients. ~~MQG)~~Ms. inMoy ~~2005,~~has ~~working~~been ~~primarily~~serving onas ~~acquisitions,~~a ~~based~~member ~~initially~~of inHawaii ~~Sydney.~~Gas’s Inboard ~~2007,~~of hedirectors ~~relocated~~since 2011. toShe ~~Macquarie’s~~is ~~New York~~a ~~office,~~member ~~where~~of hethe ~~focused~~Hawaii onBusiness ~~principal~~Roundtable ~~investments~~ and ~~capital~~the ~~markets~~Military ~~transactions~~Affairs ~~across~~Council. ~~multiple jurisdictions,~~She ~~before~~serves ~~becoming~~on ~~one~~the boards of Bank of Hawaii, the ~~founding~~Chamber of ~~partners~~Commerce of ~~River~~Hawaii, ~~Hollow~~the ~~Partners~~Western inEnergy ~~early 2014~~Institute, ~~where~~The heNature ~~continues~~Conservancy toof ~~serve as~~Hawaii ~~a partner~~ and ~~General~~the ~~Counsel.~~Workforce ~~Since~~Development ~~2017, Mr~~Council. ~~Baynes-Reid~~She ~~has~~also sits ~~been~~on athe ~~Founding~~advisory ~~Partner,~~board ~~Managing~~for ~~Director~~Women ~~and~~in ~~General~~Renewable ~~Counsel for NewHold Enterprises LLC~~Energy. MrMs. ~~Baynes-Reid~~Moy received ~~his~~her ~~LLB~~bachelor’s ~~Honors~~ degree in ~~Business~~finance ~~Law~~and marketing from the ~~City~~ University, ~~London~~of ~~and~~Miami isin ~~dual-qualified as~~1999 ~~an English lawyer~~ and a ~~member~~master’s ofdegree ~~the~~in ~~New York~~finance ~~Bar.~~from ~~Mr.~~INSEAD ~~Baynes-Reid~~in ~~currently~~2009. ~~serves~~We asbelieve ~~the~~that ~~Chairman~~Ms. ofMoy ~~Macro~~is ~~Energy~~qualified ~~LLC,~~to ~~the~~serve ~~first~~on ~~NewHold~~our ~~Enterprises~~board ~~industrial~~of ~~technology~~directors ~~platform,~~based ~~which~~on heher ~~helped~~extensive ~~launch~~operational, ismanagerial, onstrategic, ~~the Board of NewHold AEC Corp. and Powerful Foods LLC~~financial, and ispublic acompany ~~Board observer for Luna Pharmaceuticals, Inc~~experience.

Thomas J. Sullivan, Chairman. Thomas Sullivan is the Chairman of the Board as of the date hereof. Mr. Sullivan has over 30 years of experience in finance and operations. Mr. Sullivan served as the Chairman of the Board of NewHold Investment Corp. from July 2020 to July 2021. Mr. Sullivan has served as a partner with Standard General L.P., a New York-based investment firm that manages event-driven opportunity funds, since June 2016 where he is responsible for portfolio management of Standard General’s SG Special ~~Situations~~ Fund L.P. He has served on numerous boards for over 20 years and has broad leadership skills and extensive operational and financial restructuring experience as well as experience in the fields of private equity and capital markets. He is currently a member of the Board of Trustees of Spirit MTA REIT (NASDAQ: SMTA) and Investcorp Credit Management BDC, Inc. (NASDAQ: ICMB). He previously served as a director of Hennessy Acquisition Corp. II, a NASDAQ-listed SPAC, from July 2015 to February 2017. From 2009 to 2015, Mr. Sullivan was the Managing Partner of Smallwood Partners, LLC, a financial advisory services firm. From 1996 to 2008, Mr. Sullivan served as a Managing Director of Investcorp International, Inc., a global middle market private equity firm, where he was a member of the U.S. Investment Committee and a Senior Partner on the Post-Acquisition Team. Prior to his time at Investcorp, he served as Vice President and Treasurer of The Leslie Fay Companies. Previously, Mr. Sullivan was a Senior Manager in the Turnaround and Restructuring Group and a Senior and Staff Account of Arthur Anderson & Co. Mr. Sullivan holds a Bachelor’s degree from Villanova University. We believe that Mr. Sullivan is qualified to serve on our board of directors based on his public company experience and transaction expertise.Advisor

33Adam Deutsch. Adam Deutsch serves as a special advisor to the Company and focuses primarily on the Company’s operations. Mr. Deutsch has served as the Vice President of NewHold Enterprises since 2018. He served as the Chief Financial Officer of NewHold Investment Corp. from January 2020 to July 2021. Prior to joining NewHold, Mr. Deutsch served as Vice President and was a founding member of River Hollow Partners from September 2013 through December 2017. Prior to that, Mr. Deutsch spent five years at Laurus Capital, where he participated in over 30 transactions involving extensive restructuring of distressed businesses, including various take-private transactions and reverse mergers. He has guided numerous companies through the identification and implementation of strategic growth initiatives, with an emphasis on empowering managers as a means to driving value. Mr. Deutsch began his career in the UBS (SWX: UBSG) retail banking group. Mr. Deutsch earned a Bachelor of Arts degree from Vassar College, and an MBA with Honors from the Columbia Business School. He has served as Chief Financial Officer of Macro Energy LLC since 2014, and sits on the Boards of American AllWaste LLC and F&S Precision Holdings, Inc.

~~Charles~~Number ~~Goldman, Vice Chairman. Charles Goldman has served as one of our directors since inception~~ and isTerms ~~the Vice Chairman~~ of ~~the~~Office ~~Board as~~ of ~~the~~Officers ~~date hereof. Mr. Goldman has been the Co-Founder~~ and Co-Chairman of NewHold Enterprises since 2017, and has spent more than 20 years in private equity. He served as a member of the board of directors of NewHold Investment Corp. from January 2020 to July 2020, and as the Vice Chairman of the Board of NewHold Investment Corp. from July 2020 to July 2021. Prior to NewHold Enterprises, Mr. Goldman worked at Mill Road Capital from 2005 until 2017, where he was a founding partner, JPMorgan Partners, including Chase Capital Partners, and Chemical Venture Partners. Mr. Goldman is Chairman of the Board of NewHold AEC Corp. and serves on the boards of American AllWaste LLC and F&S Precision Holdings, Inc. Mr. Goldman’s private equity career includes extensive experience in deal sourcing, structuring, debt-financing, and portfolio company management. He has led transactions including buyouts of public and private companies, growth equity, structured investments and investments in public companies. In addition to his deal sourcing and structuring responsibilities, Mr. Goldman has extensive experience serving as a board member and working in partnership with management, and has worked with companies in industries including aerospace, automotive, business services, retail and telecommunications. In addition to his work at Mill Road and JPMorgan Partners, Mr. Goldman worked at Ascend Media where he was an Executive Vice President and at Dillon, Read & Co. where he was an investment banking analyst. Mr. Goldman received Bachelor of Arts and Bachelor of Sciences degrees from the College of Arts and Sciences and The Wharton School of the University of Pennsylvania, respectively. Mr. Goldman also received an MBA from the Harvard Business School. We believe that Mr. Goldman is qualified to serve on our board of directors based on his expertise in the financial services and industrial technology industries.Directors

~~Neil~~Our ~~Glat.~~board ~~Neil~~of ~~Glat~~directors isconsists ~~one~~ of ~~our~~8 ~~independent~~ directors and ~~chairs~~is ~~the~~divided ~~Nominating~~into ~~Committee~~three asclasses ofwith ~~the~~only ~~date~~one ~~hereof.~~class ~~Mr. Glat has been a director~~ of ~~Evolv~~directors ~~Technologies~~being ~~Holdings,~~elected ~~Inc.~~in ~~(Nasdaq:~~each ~~EVLV), formerly known as NewHold Investment Corp. since NewHold Investment Corp.~~year ~~closed~~and ~~its~~each ~~business~~class ~~combination~~(except ~~with~~for ~~Evolv~~those ~~Technologies,~~directors ~~Inc.~~appointed inprior ~~July~~to ~~2021.~~our Hefirst ~~was~~annual ameeting ~~member~~ of ~~the~~stockholders) ~~board~~serving ofa ~~directors~~three-year ofterm. ~~NewHold Investment~~In ~~Corp.~~accordance ~~from July 2020 until it closed its business combination~~ with ~~Evolv~~Nasdaq ~~Technologies,~~corporate ~~Inc.~~governance ~~From September 2019 through March 2020~~requirements, ~~Mr.~~ ~~Glat~~we ~~was~~are anot ~~Senior~~required ~~Advisor~~ to ~~the~~hold ~~New York~~an ~~Jets.~~annual Hemeeting ~~has~~until ~~also~~one ~~been~~year aafter ~~Managing~~our ~~Member~~first fiscal ofyear ~~NG Strategies,~~end ~~LLC~~following ~~since~~our ~~September 2019.~~listing ~~From~~on ~~April 2012 through August 2019, Mr~~Nasdaq. ~~Glat~~The ~~served~~term asof ~~the~~office ~~President~~ of the ~~New York~~first ~~Jets.~~class ~~Prior~~of ~~to that~~directors, ~~Mr.~~consisting ~~Glat was~~of aNeil ~~senior~~Glat ~~executive at the National Football League for 15 years, where he oversaw corporate development~~ and ~~strategy~~Kathleen Harris, inwill ~~addition to~~expire ~~having top-tier experience in management consulting~~ at ~~McKinsey &~~our ~~Company~~first ~~and~~annual ~~investment~~meeting ~~banking~~of ~~at Dillon, Read & Co~~stockholders. ~~Mr.~~The ~~Glat~~term isof ~~currently~~office ~~on the Board~~ of ~~ASM Global, a privately-held company which is~~ the ~~world’s~~second ~~largest~~class ~~stadium,~~of ~~arena~~directors, ~~convention~~ ~~center,~~consisting ~~theater, and venue management company and which was formed by the recent merger~~ of ~~SMG and AEG Facilities. In addition,~~Brian ~~Mr.~~Mathis, ~~Glat~~Mark ~~serves on many philanthropic boards~~J. ~~Mr. Glat has extensive operating and strategic experience in sports~~Cirilli, ~~entertainment, media,~~ and ~~hospitality.~~Alicia ~~During~~Moy ~~his~~will ~~more~~expire ~~than 25 years in combined tenures~~ at the ~~New York~~second ~~Jets,~~annual ~~the~~meeting ~~National~~of ~~Football League, and professional service firms, Mr~~stockholders. ~~Glat~~The ~~has~~term ~~consistently~~of ~~focused~~office ~~on,~~of ~~among~~the ~~other~~third ~~things, driving revenue growth, increasing consumer engagement,~~class ~~identifying~~of ~~new businesses~~directors, ~~encouraging~~consisting ~~innovation,~~of ~~developing~~Charles ~~forward-looking strategies~~Goldman, ~~and~~Thomas ~~executing~~Sullivan ~~strategic transactions~~ and ~~deals. Mr.~~Suzy ~~Glat~~Taherian, ~~earned~~will aexpire ~~Bachelor of Sciences degree in Economics from The Wharton School~~ at the ~~University~~third ofannual ~~Pennsylvania~~meeting ~~and a JD from Harvard Law School. We believe that Mr. Glat is qualified to serve on our board~~ of ~~directors based on his extensive operational, managerial, strategic, and financial experience~~stockholders.

~~Kathleen~~Our ~~Harris.~~officers ~~Kathleen~~are ~~Harris~~appointed isby ~~one~~the board of ~~our independent~~ directors and ~~chairs~~serve at the ~~Audit~~discretion ~~Committee as~~ of the ~~date~~board ~~hereof. Ms. Harris has more than 30 years~~ of ~~experience in investment management and fundamental research in public equity markets~~directors, asrather ~~well~~than asfor ~~operational management~~specific terms of ~~a private company~~office. ~~She~~Our ~~served~~board ~~as one~~ of ~~the independent~~ directors ofis ~~NewHold~~authorized ~~Investment~~to ~~Corp.~~appoint ~~from~~persons ~~July 2020~~ to ~~July 2021. Ms. Harris has been~~ the ~~Chief~~offices ~~Financial~~set ~~Officer~~forth ofin ~~Dinges~~our ~~Fire~~bylaws ~~Company,~~as ait ~~Midwest~~deems ~~fire equipment distributor, since February 2018~~appropriate. Our ~~Prior~~bylaws toprovide ~~joining~~that ~~Dinges~~our ~~Fire~~officers ~~Company,~~may ~~she~~consist ~~was an investment analyst for hedge fund SDK Capital, specializing in long/short analysis~~ of ~~U.S.~~ ~~companies~~a ~~from~~Chief ~~August 2010~~Executive ~~through February 2018. From 1995 to 2004~~Officer, as a ~~partner~~Chief ~~for~~Financial ~~Oechsle International Advisors~~Officer, ~~Ms. Harris~~ ~~was~~ a ~~portfolio~~Secretary ~~manager~~ and ~~equity~~such ~~analyst~~other ~~for institutional clients invested in non-US and emerging markets. From 1990~~officers ~~to 1995~~(including, ~~Ms. Harris~~without ~~was~~limitation, ~~international~~a ~~portfolio~~Chairman ~~manager~~of ~~and analyst for~~ the ~~State of Wisconsin Investment~~ Board~~. Her research expertise spans company~~, ~~industry~~Presidents, ~~and~~Vice ~~market analysis including health care~~Presidents, ~~telecommunications,~~Assistant ~~consumer~~Secretaries ~~staples, consumer discretionary,~~ and ~~industrial~~ ~~groups~~a ~~across~~Treasurer) ~~U.S., European, Asian, and emerging markets. Ms. Harris began her career~~ as ~~analyst~~may ~~and portfolio manager~~be atdetermined ~~The~~by ~~Northern Trust Company in Chicago. She successfully completed~~ the Chartered Financial Analyst program in 1988 and earned her Bachelor of Sciences degree from the University of Illinois in 1984 and an MBA from the University of Chicago in 1987. We believe that Ms. Harris is qualified to serve on our board of directors ~~based on her extensive financial, operational, and principal investing experience~~.

3433

Brian Mathis. Brian P. Mathis is one of our independent directors and chairs the Compensation Committee as of the date hereof. He served as one of the independent directors of NewHold Investment Corp. from July 2020 to July 2021. Since December 2011, Mr. Mathis has been a founding partner of Pine Street Alternative Asset Management LP and brings significant alternative asset investment experience, including hedge fund, private equity, and venture capital experience. Previously, Mr. Mathis was a Co-Managing Partner of Provident Group Asset Management, LLC where he was a member of the investment committee and primarily responsible for portfolio construction and capital raising. Before joining PGAM, Mr. Mathis was a Managing Director ~~at Advent Capital Management, responsible for business development and~~ marketing of their multi-strategy, credit, and convertible hedge fund strategies. Prior to Advent, Mr. Mathis was a Director at Pacific Alternative Asset Management Company (PAAMCO), a fund of hedge funds with over $7.5 billion of assets under management. At PAAMCO, he was a member of the Investment Management Committee, evaluating directional hedge fund strategies, portfolio asset allocation and guiding strategic initiatives for the firm, including establishing PAAMCO’s London office. Prior to PAAMCO, Mr. Mathis was a Vice President at JPMorgan (NYSE: JPM) serving in various private equity groups focusing on investments in the hedge fund space, later-stage venture/growth capital, and mid-cap LBOs, as well as private equity placements. Mr. Mathis served on the Board of Directors/Advisors for PlusFunds (observer), Eastport Operating Partners LP, Edison Schools, LinksCorp, and Bell Sports. Mr. Mathis has been serving as a member of the board of directors of Vericast Corp. since September 2020. Mr. Mathis received a Bachelor of Business Administration degree from the University of Michigan Business School and a JD/MPA from Harvard Law School and the John F. Kennedy School of Government, Harvard University, respectively. We believe that Mr. Mathis is qualified to serve on our board of directors based on his extensive principal investing and capital markets experience.Independence

~~Suzy~~Nasdaq ~~Taherian.~~listing ~~Suzy~~standards ~~Taherian~~require isthat one of our independent directors as of the date hereof. Ms. Taherian has over 25 years of experience acting as Chief Financial Officer, Chief Operating Officer, and acting Chief Financial Officer for global industrial companies. She served as one of the independent directors of NewHold Investment Corp. from July 2020 to July 2021. Most recently, she joined Xpansiv as their CFO and is currently a ~~member~~majority of ~~the~~our board of directors ofbe ~~Wrightspeed Inc~~independent. ~~effective~~An ~~June~~“independent 1,director” ~~2021. Xpansiv~~ is ~~a global digital~~defined ~~marketplace~~generally ~~for data-driven, ESG-inclusive products. Ms. Taherian started her career~~ as a ~~consultant~~person ~~with~~other ~~Accenture,~~than advising large companies on implementation of ERP systems to optimize operations. She later held various senior finance roles for 16 years at Exxon and Chevron. Since January 2020, Ms. Taherian has been an ~~advisor~~officer toor ~~TKCapital,~~employee ~~a private equity firm with investments in industrial companies. Additionally, Ms. Taherian has served as Chief Financial Officer~~ of ~~several~~the industrial companies — from February 2017 through December 2019, at Kinetic Systems Inc., a global engineering and construction firm; from July 2016 through January 2017, at RePower, a national software company; ~~from~~or ~~June 2015~~its ~~through~~subsidiaries ~~June 2016,~~or atany ~~NobleIron,~~other aindividual ~~publicly-traded~~having ~~construction equipment rental company (TSX:NIR); and from April 2013 through May 2015, at eCullet,~~ a ~~national manufacturer of glass. Over her career,~~relationship ~~she~~which ~~has~~in ~~worked~~the onopinion ~~financings~~ of ~~over~~the ~~$4.5~~company’s ~~billion~~board ~~and M&A transactions~~ of ~~over $2.5 billion. She previously served on numerous boards such as Glass to Glass~~directors, awould ~~joint~~interfere ~~venture~~ with ~~Owens Illinois which is~~ the ~~world~~director’s ~~largest~~exercise ~~glass~~of ~~manufacturer,~~independent ~~and Chevron Federal~~judgment ~~Credit Union, which has over $1 billion~~ in ~~assets.~~carrying ~~She~~out ~~previously~~the ~~served~~responsibilities ~~on boards~~ of ~~various nonprofits (including~~ a ~~homeless~~director. ~~shelter and~~Our aboard ~~school) and is an active community leader and was appointed as the Contra Costa County Library Commissioner, advocating for literacy and education for 1 million residents~~ of ~~the~~directors ~~county. Since 2019, she~~ has ~~been~~determined onthat ~~the~~each ~~Steering Committee~~ of ~~CFO~~Suzy ~~Leadership Council~~Taherian, ~~a national~~Thomas ~~organization of Chief Financial Officers. Additionally~~Sullivan, ~~Ms. Taherian has been an adjunct professor at UC Davis Graduate~~ ~~School~~Neil ofGlat, ~~Management~~Kathleen ~~for~~Harris, ~~last~~Brian ~~9 years~~Mathis, ~~teaching~~Mark ~~courses~~J. onCirilli, ~~International Finance~~ and ~~International~~Alicia ~~Business.~~Moy ~~Ms. Taherian~~are ~~holds a~~“independent ~~Bachelor~~directors” ofas ~~Science~~defined ~~degree~~ in ~~Mechanical~~the ~~Engineering~~Nasdaq listing ~~from~~standards ~~UC Davis~~ and anapplicable ~~MBA~~SEC ~~from the Kellogg School of Management, Northwestern University~~rules. We ~~believe~~Our ~~that~~independent ~~Ms. Taherian is qualified to serve on our board of~~ directors ~~based~~will onhave ~~her~~regularly ~~25 years~~scheduled ofmeetings ~~experience~~at aswhich aonly ~~finance~~independent ~~executive~~directors ~~with~~are ~~industrial companies~~present.

Mark J. Cirilli. Mark Cirilli is one of our independent directors as of the date hereof. Mr. Cirilli has been the managing director of MissionPoint Partners, LLC, an impact investment advisor and asset management firm he co-founded, since 2014. Additionally Mr. Cirilli has been a managing director of MissionPoint Capital Partners, LLC (“MissionPoint”), a private equity firm he co-founded that specializes in clean energy, since 2007. MissionPoint has been an impact investment advisor and asset manager that helps families and institutions reach their impact investment objectives. Mr. Cirilli led MissionPoint’s overall strategy and chaired the firm’s investment committee. At MissionPoint, Mr. Cirilli has led investments in and helped build a wide range of transformational, impact-driven businesses including Hannon Armstrong (NYSE ticker symbol “HASI”), Voltaix Inc. (sold to Air Liquide S.A. in 2013), SunEdison LLC (sold to MEMC Electronic Materials Inc. in 2009), ReCommunity Holdings II, Inc. (sold to Republic Services, Inc. in 2017), and AeroFarms Inc. Prior to forming MissionPoint, Mr. Cirilli served as the Chief Investment Officer ~~of Marshall Street Management, a private~~ ~~family office of an impact investment pioneer, Jesse Fink. He was also with Coopers & Lybrand’s Financial Advisory Services Group where he provided due diligence~~ and ~~transactions~~Director services support for mergers and acquisitions by Fortune 500 Companies. In addition, Mr. Cirilli co-founded CapShift LLC in December 2018, a turnkey impact investment management platform aimed at enabling a $120b donor advised fund to access the impact investment market. He has been serving as a director at CapShift LLC since then. Mr. Cirilli serves on a number of private impact-driven company boards and a number of investment committees. Mr. Cirilli received a Bachelor of Arts degree in Accounting from Fordham University in 1994 and a Masters in Business Administration from Columbia University in 2002. We believe Mr. Cirilli’s extensive experience in investment management, corporate finance, accounting and business operations makes him qualified to serve as a member of our board of directors.Compensation

35None of our officers has received any cash compensation for services rendered to us. Commencing on October 20, 2021, we agreed to pay an affiliate of our sponsor a total of $25,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No other compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

~~Alicia~~After ~~Moy.~~the ~~Alicia~~completion ~~Moy is one~~ of our ~~independent~~initial ~~directors~~business ~~as of the date hereof. Since May 2013~~combination, ~~Ms.~~directors ~~Moy~~or ~~has~~members ~~been the President and Chief Executive Officer~~ of ~~Hawaii~~our ~~Gas,~~management ~~which~~team iswho ~~Hawaii’s~~remain ~~only~~with ~~government-franchised,~~us ~~full-service~~may ~~gas~~be ~~company.~~paid ~~Ms. Moy’s~~consulting ~~expertise~~or inmanagement ~~utilities~~fees ~~and~~from ~~energy has given her a unique and holistic perspective on~~ the ~~integrated~~combined ~~nature~~company. All of ~~the~~these ~~current~~fees ~~energy~~will ~~ecosystem and~~be ~~how~~fully itdisclosed ~~is transforming~~ to ~~meet renewable energy goals. In October 2019~~stockholders, ~~Ms.~~to ~~Moy~~the ~~became~~extent ~~President~~then ~~of MIC Hawaii Holdings~~known, ~~LLC, the~~in ~~parent~~the ~~company~~tender ofoffer ~~Hawaii~~materials ~~Gas~~or ~~and~~proxy ~~several~~solicitation ~~other~~materials ~~business~~furnished ~~entities that aim~~ to ~~improve~~our ~~the~~stockholders ~~reliability,~~in ~~sustainability~~connection ~~and~~with ~~economy~~a ofproposed ~~Hawaii’s~~initial business ~~energy~~combination. ~~From~~We ~~2001~~have tonot ~~2013,~~established ~~Ms.~~any ~~Moy~~limit ~~served~~on as the ~~Senior~~amount ~~Vice~~of ~~President~~such atfees ~~Macquarie~~that ~~Infrastructure~~may ~~and~~be ~~Real~~paid ~~Assets~~by ~~(“MIRA”), where~~the ~~she~~combined ~~oversaw~~company ~~corporate strategy, strategic planning, funding and management of several MIRA-managed utility companies. From 1999~~ to ~~2001,~~our ~~Ms.~~directors ~~Moy worked for Morgan Stanley’s Investment Banking division, where she was involved in corporate finance and mergers~~or ~~and~~members ~~acquisitions~~of ~~for private equity clients~~management. ~~Ms.~~It ~~Moy~~is ~~has~~unlikely ~~been~~the ~~serving~~amount ~~as a member~~ of ~~Hawaii~~such ~~Gas’s~~compensation ~~board~~will ofbe ~~directors~~known ~~since~~at ~~2011. She~~the istime ~~a member~~ of the ~~Hawaii~~proposed ~~Business~~initial ~~Roundtable~~business ~~and the Military Affairs Council. She serves on the boards of Bank of Hawaii~~combination, because the ~~Chamber of~~directors ~~Commerce~~ of ~~Hawaii,~~ the ~~Western~~post-combination ~~Energy~~business ~~Institute,~~will ~~The~~be ~~Nature~~responsible ~~Conservancy~~for ofdetermining ~~Hawaii~~officer and ~~the~~director ~~Workforce Development Council~~compensation. ~~She~~Any ~~also~~compensation ~~sits~~to onbe ~~the~~paid ~~advisory~~to ~~board~~our ~~for~~officers ~~Women~~will inbe ~~Renewable~~determined, ~~Energy.~~or ~~Ms.~~recommended ~~Moy~~to ~~received her bachelor’s degree in finance and marketing from~~ the ~~University~~board of ~~Miami~~directors infor ~~1999~~determination, ~~and~~either by a ~~master’s~~compensation ~~degree~~committee constituted insolely ~~finance~~by ~~from~~independent ~~INSEAD~~directors inor ~~2009.~~by Wea ~~believe~~majority ~~that~~of ~~Ms.~~the ~~Moy~~independent isdirectors ~~qualified to serve~~ on our board of directors ~~based on her extensive operational, managerial, strategic, financial, and public company experience~~.

~~Special~~We ~~Advisor~~do not intend to take any action to ensure that members of our 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 officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our 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 officers and directors that provide for benefits upon termination of employment.

Adam Deutsch. Adam Deutsch serves as a special advisor to the Company and focuses primarily on the Company’s operations. Mr. Deutsch has served as the Vice President of NewHold Enterprises since 2018. He served as the Chief Financial Officer of NewHold Investment Corp. from January 2020 to July 2021. Prior to joining NewHold, Mr. Deutsch served as Vice President and was a founding member of River Hollow Partners from September 2013 through December 2017. Prior to that, Mr. Deutsch spent five years at Laurus Capital, where he participated in over 30 transactions involving extensive restructuring of distressed businesses, including various take-private transactions and reverse mergers. He has guided numerous companies through the identification and implementation of strategic growth initiatives, with an emphasis on empowering managers as a means to driving value. Mr. Deutsch began his career in the UBS (SWX: UBSG) retail banking group. Mr. Deutsch earned a Bachelor of Arts degree from Vassar College, and an MBA with Honors from the Columbia Business School. He has served as Chief Financial Officer of Macro Energy LLC since 2014, and sits on the Boards of American AllWaste LLC and F&S Precision Holdings, Inc.34

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

Our board of directors ~~consists~~has ofestablished ~~8 directors and is divided into~~ three ~~classes~~standing ~~with~~committees: ~~only~~an ~~one~~audit ~~class~~committee, ofa ~~directors~~compensation ~~being~~committee, ~~elected in each year~~ and ~~each class (except for those directors appointed prior to our first annual meeting of stockholders) serving~~ a ~~three-year~~nominating ~~term~~committee. In ~~accordance~~Subject ~~with Nasdaq corporate governance requirements, we are not required~~ to ~~hold~~phase-in anrules ~~annual~~and ~~meeting~~a ~~until~~limited ~~one~~exception, ~~year after our first fiscal year end following our listing on~~ Nasdaq. ~~The~~rules ~~term~~and ofRule ~~office~~10A-3 of the ~~first~~Exchange ~~class~~Act ofrequire ~~directors,~~that ~~consisting~~the ofaudit ~~Neil~~committee ~~Glat and Kathleen~~of ~~Harris,~~a ~~will~~listed ~~expire~~company atbe ~~our~~comprised ~~first~~solely ~~annual meeting~~ of ~~stockholders.~~independent ~~The term of office of the second class of~~ directors, ~~consisting of Brian Mathis, Mark J. Cirilli,~~ and ~~Alicia~~Nasdaq ~~Moy~~rules ~~will~~require ~~expire~~that at the ~~second~~compensation ~~annual~~committee ~~meeting~~ of ~~stockholders.~~a ~~The~~listed ~~term of office of the third class~~company ofbe ~~directors,~~comprised ~~consisting~~solely of ~~Charles~~independent ~~Goldman, Thomas Sullivan and Suzy Taherian, will expire at the third annual meeting of stockholders~~directors.

36Audit Committee

~~Our~~Effective ~~officers~~as ~~are~~of ~~appointed~~October by20, ~~the~~2021, ~~board~~we ofestablished ~~directors~~an ~~and~~audit ~~serve~~committee ~~at the discretion~~ of the board of directors. Suzy Taherian, ~~rather~~Brian ~~than~~Mathis ~~for~~and ~~specific~~Kathleen ~~terms~~Harris ofserve ~~office.~~as ~~Our~~members ~~board~~ of ~~directors~~our isaudit ~~authorized~~committee, toand ~~appoint~~Kathleen ~~persons~~Harris tochairs the ~~offices~~audit ~~set~~committee. ~~forth~~Under inthe ~~our~~Nasdaq ~~bylaws~~listing asstandards itand ~~deems~~applicable SEC ~~appropriate.~~rules, ~~Our bylaws~~we ~~provide~~are ~~that~~required ~~our~~to ~~officers~~have ~~may~~at ~~consist~~least ofthree amembers ~~Chief~~of ~~Executive~~the ~~Officer~~audit committee, aall ~~Chief~~of ~~Financial~~whom ~~Officer,~~must abe ~~Secretary~~independent. ~~and~~Each ~~such~~of ~~other~~Suzy ~~officers (including~~Taherian, Brian ~~without~~Mathis ~~limitation,~~and aKathleen ~~Chairman~~Harris ofmeet the ~~Board,~~independent ~~Presidents,~~director ~~Vice~~standard ~~Presidents,~~under ~~Assistant~~Nasdaq ~~Secretaries~~listing standards and aunder ~~Treasurer~~Rule 10-A-3(b)(1) ~~as may be~~of ~~determined by~~ the ~~board~~Exchange ~~of directors~~Act.

~~Director~~Each ~~Independence~~member of the audit committee is financially literate and our board of directors has determined that Kathleen Harris qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

~~Nasdaq~~We ~~listing~~have ~~standards~~adopted ~~require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than~~ an ~~officer~~audit orcommittee ~~employee~~charter, ~~of the company or its subsidiaries or any other individual having a relationship~~ which indetails the ~~opinion~~principal offunctions ~~the company’s board~~ of ~~directors, would interfere with~~ the ~~director’s~~audit ~~exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Suzy Taherian~~committee, Thomas Sullivan, Neil Glat, Kathleen Harris, Brian Mathis, Mark J. Cirilli, and Alicia Moy are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.including:

~~Officer~~ ● the appointment, compensation, retention, replacement, and ~~Director~~oversight ~~Compensation~~of the work of the independent registered public accounting firm engaged by us;

~~None of~~● our officers has received any cash compensation for services rendered to us. Commencing on October 20, 2021, we agreed to pay an affiliate of our sponsor a total of $25,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No other compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any outpre-~~of-pocket~~approving ~~expenses~~all ~~incurred~~audit ~~in connection with activities on our behalf such as identifying potential target businesses~~ and ~~performing~~permitted ~~due diligence on suitable business combinations. Our~~ non-audit ~~committee~~services ~~will review on a quarterly basis all payments that were made~~ to ~~our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will~~ be ~~made~~provided ~~using~~by ~~funds held outside~~ the ~~trust~~independent ~~account.~~registered ~~Other~~public ~~than~~accounting ~~quarterly~~firm ~~audit~~engaged ~~committee~~by ~~review of such payments~~us, we ~~do not expect to have any additional controls in place governing our reimbursement payments to our directors~~ and ~~executive~~establishing ~~officers for their out~~pre-~~of-pocket~~approval ~~expenses~~policies ~~incurred in connection with identifying~~ and ~~consummating an initial business combination.~~procedures;

~~After the~~● ~~completion~~setting ofclear ~~our~~hiring ~~initial~~policies ~~business~~for ~~combination,~~employees ~~directors~~ or ~~members~~former employees of ~~our management team who remain with us may be paid consulting or management fees from~~ the ~~combined~~independent ~~company.~~registered ~~All~~public ofaccounting ~~these fees will be fully disclosed to stockholders~~firm, toincluding ~~the~~but ~~extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have~~ not ~~established~~limited ~~any limit on the amount of such fees that may be paid by the combined company~~ to ~~our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination~~, ~~because~~ ~~the~~as ~~directors~~required ofby ~~the~~applicable ~~post-combination~~laws ~~business will be responsible for determining officer~~ and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.regulations;

~~We do~~● ~~not~~setting ~~intend~~clear topolicies ~~take~~for ~~any~~audit ~~action~~partner torotation ensure that members of our 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 officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in ~~identifying~~compliance ~~or selecting a target business but we do not believe that the ability of our management to remain~~ with usapplicable ~~after~~laws the consummation of our 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 officers and ~~directors that provide for benefits upon termination of employment.~~regulations;

37● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

~~Committees~~ ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the ~~Board~~SEC ofprior ~~Directors~~to us entering into such transaction; and

~~Our board~~● ofreviewing ~~directors~~with ~~has~~management, ~~established~~the ~~three~~independent ~~standing~~registered ~~committees:~~public anaccounting ~~audit committee~~firm, aand ~~compensation~~our ~~committee~~legal advisors, ~~and~~as aappropriate, ~~nominating~~any ~~committee. Subject~~legal, toregulatory ~~phase-in~~or ~~rules~~compliance ~~and~~matters, aincluding ~~limited~~any ~~exception,~~correspondence ~~Nasdaq~~with ~~rules~~regulators or government agencies and ~~Rule 10A-3~~any ofemployee ~~the~~complaints ~~Exchange~~or ~~Act~~published ~~require~~reports that ~~the~~raise ~~audit~~material ~~committee of~~issues aregarding ~~listed~~our ~~company~~financial bestatements ~~comprised~~or ~~solely~~accounting ofpolicies ~~independent~~and ~~directors,~~any ~~and~~significant ~~Nasdaq~~changes in accounting standards or rules ~~require~~promulgated ~~that~~by the ~~compensation~~Financial ~~committee~~Accounting ofStandards aBoard, ~~listed company~~the beSEC ~~comprised~~or ~~solely~~other ofregulatory ~~independent directors~~authorities.

~~Audit~~Compensation Committee

Effective as of October 20, 2021, we established ana ~~audit~~compensation committee of the board of directors. ~~Suzy Taherian,~~ Brian Mathis, and ~~Kathleen~~Neil ~~Harris~~ Glat serve as members of our ~~audit~~compensation committee~~, and Kathleen Harris chairs the audit committee~~. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least ~~three~~two members of the ~~audit~~compensation committee, all of whom must be independent. Each of ~~Suzy Taherian,~~ Brian Mathis, and ~~Kathleen~~Neil ~~Harris~~Glat ~~meet~~are ~~the~~ independent, ~~director standard under Nasdaq listing standards~~ and ~~under~~Brian ~~Rule 10-A-3(b)(1)~~Mathis ofchairs the ~~Exchange~~compensation ~~Act~~committee.

Each member of the audit committee is financially literate and our board of directors has determined that Kathleen Harris qualifies as an “audit committee financial expert” as defined in applicable SEC rules.35

We have adopted ana ~~audit~~compensation committee charter, which details the principal functions of the ~~audit~~compensation committee, including:

● reviewing and approving on an annual basis the ~~appointment,~~corporate goals and objectives relevant to our Chief Executive Officer’s compensation, ~~retention,~~if ~~replacement~~any is paid by us, ~~and~~evaluating ~~oversight~~our ofChief ~~the~~Executive ~~work~~Officer’s performance in light of such goals and objectives and determining and approving the ~~independent~~remuneration ~~registered~~(if ~~public~~any) ~~accounting~~of ~~firm~~our ~~engaged~~Chief byExecutive usOfficer based on such evaluation;

● ~~pre-approving~~reviewing ~~all audit~~ and ~~permitted~~approving ~~non-audit~~on ~~services~~an toannual bebasis ~~provided by~~ the ~~independent~~compensation, ~~registered~~if ~~public~~any ~~accounting~~is ~~firm~~paid ~~engaged~~ by us, ~~and~~of ~~establishing~~all ~~pre-approval~~of ~~policies~~our ~~and~~other ~~procedures~~officers;

● ~~setting~~reviewing ~~clear~~on ~~hiring~~an ~~policies~~annual ~~for~~basis ~~employees~~our orexecutive ~~former~~compensation ~~employees~~policies ~~of the independent registered public accounting firm, including but not limited to, as required by applicable laws~~ and ~~regulations~~plans;

● ~~setting~~implementing ~~clear~~and ~~policies~~administering ~~for~~our ~~audit~~incentive ~~partner~~compensation ~~rotation~~equity-based inremuneration ~~compliance with applicable laws and regulations~~plans;

● ~~obtaining~~assisting ~~and~~management ~~reviewing~~in acomplying report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with ~~such~~our ~~issues~~proxy ~~and~~statement ~~(iii) all relationships between the independent registered public accounting firm~~ and usannual toreport ~~assess~~disclosure ~~the independent registered public accounting firm’s independence~~requirements;

● ~~reviewing and~~ approving ~~any~~all ~~related~~special ~~party~~perquisites, ~~transaction~~special ~~required~~cash topayments beand ~~disclosed~~other ~~pursuant~~special tocompensation ~~Item~~and ~~404~~benefit ofarrangements ~~Regulation~~for ~~S-K~~our ~~promulgated~~officers byand ~~the SEC prior to us entering into such transaction~~employees; ~~and~~

● ~~reviewing~~if ~~with management~~required, ~~the~~producing ~~independent~~a ~~registered~~report ~~public~~on ~~accounting~~executive ~~firm,~~compensation ~~and~~to ~~our~~be ~~legal~~included ~~advisors,~~in as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our ~~financial~~annual ~~statements~~proxy orstatement; ~~accounting policies~~ and ~~any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.~~

38● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

~~Compensation~~Notwithstanding ~~Committee~~the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of $25,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support, 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 effectuate the consummation of an initial business combination. 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 such initial business combination.

~~Effective~~The ascharter ofalso ~~October~~provides ~~20,~~that ~~2021~~the compensation committee may, wein ~~established~~its asole ~~compensation~~discretion, ~~committee~~retain ofor obtain the ~~board~~advice of ~~directors.~~a ~~Brian~~compensation ~~Mathis~~consultant, legal ~~and~~counsel ~~Neil~~or ~~Glat~~other ~~serve~~adviser asand ~~members of~~will ~~our~~be ~~compensation~~directly ~~committee.~~responsible ~~Under~~for the ~~Nasdaq~~appointment, ~~listing~~compensation ~~standards~~ and ~~applicable~~oversight ~~SEC~~of ~~rules,~~the wework ~~are~~of ~~required~~any tosuch adviser. ~~have~~However, atbefore ~~least~~engaging ~~two~~or ~~members of~~receiving ~~the~~advice from a compensation ~~committee~~consultant, ~~all~~external oflegal ~~whom~~counsel ~~must~~or beany ~~independent.~~other ~~Each~~adviser, ofthe compensation ~~Brian~~committee ~~Mathis,~~will ~~and~~consider ~~Neil~~the ~~Glat~~independence ~~are~~of ~~independent,~~each ~~and~~such ~~Brian~~adviser, ~~Mathis chairs~~including the ~~compensation~~factors ~~committee~~required by Nasdaq and the SEC.

WeNominating ~~have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:~~Committee

●Effective as ~~reviewing~~of ~~and~~October ~~approving~~20, on2021, anwe ~~annual~~established ~~basis~~a ~~the~~nominating ~~corporate~~committee ~~goals~~of ~~and~~the ~~objectives~~board ~~relevant~~of todirectors, ~~our~~which ~~Chief~~consists ~~Executive~~of ~~Officer’s~~Neil ~~compensation~~Glat, ifKathleen ~~any~~Harris, and isSuzy ~~paid~~Taherian, byeach ~~us,~~of ~~evaluating~~whom ~~our~~is ~~Chief~~an ~~Executive~~independent ~~Officer~~director under Nasdaq’s ~~performance~~listing instandards. ~~light~~Neil ofGlat ~~such~~chairs ~~goals~~the ~~and~~nominating ~~objectives~~committee. The ~~and~~nominating ~~determining~~committee ~~and~~is ~~approving~~responsible ~~the~~for ~~remuneration~~overseeing ~~(if~~the ~~any)~~selection of ~~our~~persons ~~Chief~~to ~~Executive~~be ~~Officer~~nominated ~~based~~to serve on ~~such~~our ~~evaluation;~~board of directors. The nominating committee considers persons identified by its members, management, stockholders, investment bankers and others.

●Guidelines for ~~reviewing~~Selecting ~~and~~Director ~~approving on an annual basis the compensation, if any is paid by us, of all of our other officers;~~Nominees

●The guidelines ~~reviewing~~for onselecting annominees, ~~annual~~which ~~basis~~are ~~our~~specified ~~executive~~in ~~compensation~~the ~~policies~~Nominating ~~and~~Committee ~~plans;~~Charter, generally provide that persons to be nominated:

● ~~implementing~~should ~~and~~have ~~administering~~demonstrated ~~our~~notable ~~incentive~~or ~~compensation~~significant ~~equity-based~~achievements ~~remuneration~~in ~~plans~~business, education or public service;

● ~~assisting~~should ~~management~~possess inthe ~~complying~~requisite ~~with~~intelligence, ~~our~~education ~~proxy~~and ~~statement~~experience to make a significant contribution to the board of directors and ~~annual~~bring ~~report~~a ~~disclosure~~range ~~requirements~~of skills, diverse perspectives and backgrounds to its deliberations; and

● ~~approving~~should ~~all~~have ~~special~~the ~~perquisites,~~highest ~~special~~ethical ~~cash~~standards, ~~payments~~a ~~and~~strong ~~other~~sense ~~special~~of ~~compensation~~professionalism and ~~benefit~~intense ~~arrangements~~dedication ~~for~~to ~~our~~serving ~~officers~~the ~~and~~interests ~~employees;~~of the stockholders.

~~● if required, producing a report on executive compensation to be included in our annual proxy statement; and~~36

●The nominating ~~reviewing~~committee will consider a number of qualifications relating to management and leadership experience, ~~evaluating~~background and ~~recommending~~integrity and ~~changes~~professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, ifsuch ~~appropriate~~as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the ~~remuneration~~overall ~~for~~experience ~~directors~~and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.

~~Notwithstanding~~Compensation ~~the~~Committee ~~foregoing,~~Interlocks ~~as indicated above, other than the payment to an affiliate of our sponsor of $25,000 per month, for up to 24 months, for office space, utilities~~ and ~~secretarial~~Insider and administrative support, 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 effectuate the consummation of an initial business combination. 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 such initial business combination.Participation

~~The~~None ~~charter~~of ~~also~~our ~~provides~~officers ~~that~~currently ~~the compensation committee may~~serves, ~~in its sole discretion, retain~~ or ~~obtain~~in the ~~advice~~past ofyear ahas ~~compensation consultant~~served, ~~legal~~ ~~counsel~~as ora ~~other~~member ~~adviser~~of ~~and will be directly responsible for~~ the ~~appointment,~~ compensation ~~and~~committee ~~oversight~~ of ~~the work of~~ any ~~such adviser.~~entity ~~However,~~that ~~before~~has ~~engaging~~ one or ~~receiving~~more ~~advice~~officers ~~from~~serving aon ~~compensation~~our ~~consultant,~~board ~~external legal counsel or any other adviser, the compensation committee will consider the independence~~ of ~~each such adviser, including the factors required by Nasdaq and the SEC~~directors.

~~Nominating~~Code ~~Committee~~of Ethics

~~Effective~~We asadopted ~~of October 20, 2021, we have established~~ a ~~nominating~~code ~~committee~~ of ~~the~~conduct ~~board~~and ofethics ~~directors,~~applicable ~~which~~to ~~consists~~our ~~of Neil Glat~~directors, ~~Kathleen~~officers ~~Harris,~~ and ~~Suzy~~employees ~~Taherian,~~in ~~each~~accordance ofwith ~~whom~~applicable isfederal ~~an independent director under Nasdaq’s listing standards~~securities laws. ~~Neil Glat chairs the nominating committee.~~ The ~~nominating~~code ~~committee~~of isethics ~~responsible~~codifies ~~for overseeing~~ the ~~selection~~business ofand ~~persons~~ethical toprinciples bethat ~~nominated~~govern toall ~~serve~~aspects onof our ~~board of directors~~business. ~~The nominating committee considers persons identified by its members, management, stockholders, investment bankers and others.~~

~~Guidelines~~Conflicts ~~for~~of ~~Selecting Director Nominees~~Interest

39Some of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent such person is permitted to refer that opportunity to us without violating another legal obligation.

~~The~~Our ~~guidelines~~sponsor, ~~for~~officers ~~selecting~~and ~~nominees,~~directors ~~which~~ are ~~specified~~permitted to participate in the ~~Nominating~~formation ~~Committee~~of, ~~Charter~~or become an officer or director of, ~~generally~~another ~~provide~~special purpose ~~that~~acquisition ~~persons~~company at any time. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to bepresent ~~nominated:~~business combination opportunities to us or to any other blank check company with which they may become involved. 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.

●Potential investors should ~~have~~be ~~demonstrated~~aware ~~notable~~of orthe ~~significant~~following ~~achievements~~other inpotential ~~business,~~conflicts ~~education~~of ~~or public service;~~interest:

● ~~should~~None ~~possess~~of ~~the~~our ~~requisite~~officers ~~intelligence,~~and ~~education~~directors ~~and~~is ~~experience~~required to ~~make~~commit atheir ~~significant~~full ~~contribution~~time to ~~the~~our ~~board~~affairs ofand, ~~directors~~accordingly, ~~and~~they ~~bring~~may ahave ~~range~~conflicts of ~~skills,~~interest ~~diverse~~in ~~perspectives~~allocating ~~and~~their ~~backgrounds~~time toamong ~~its~~various ~~deliberations;~~business ~~and~~activities.

● ~~should~~In ~~have~~ the ~~highest~~course ~~ethical~~of ~~standards~~their other business activities, aour ~~strong~~officers ~~sense~~and directors may become aware of ~~professionalism~~investment and ~~intense~~business ~~dedication~~opportunities which may be appropriate for presentation to ~~serving~~our company as well as the ~~interests~~other entities with which they are affiliated. Our management has pre-existing fiduciary duties and contractual obligations and may have conflicts of ~~the~~interest ~~stockholders~~in determining to which entity a particular business opportunity should be presented.

The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.37

~~Compensation Committee~~● ~~Interlocks~~Our sponsor, officers, directors, special advisor and ~~Insider~~our ~~Participation~~other advisors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination, and the anchor investors have agreed to waive their redemption rights with respect to their founder shares in such situation. Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to consummate our initial business combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period), although they will be entitled to such liquidating distributions with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor or the anchor investors until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which 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. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or the private warrants anchor investors (as applicable) or their permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following our IPO, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In particular, because the founder shares were purchased at approximately $0.005 per share, the holders of our founder shares (including our officers and directors that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public stockholders experience substantial losses on their investment as a result of a decrease in the post-combination value of their public shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination). Permitted transferees of the founder shares would be subject to the same restrictions.

~~None of~~● ~~our~~Our officers ~~currently~~and ~~serves,~~directors ormay inhave ~~the~~a ~~past~~conflict ~~year~~of ~~has~~interest ~~served,~~with asrespect to evaluating a ~~member~~particular ofbusiness combination if the ~~compensation~~retention ~~committee~~or resignation of any ~~entity~~such ~~that~~officers ~~has~~and ~~one or~~directors ~~more~~was ~~officers~~included ~~serving~~by ona target business as a condition to any agreement with respect to our ~~board~~initial ofbusiness ~~directors~~combination.

~~Code~~● Our sponsor, officers or directors may have a conflict of ~~Ethics~~ interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $100,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

WeIn ~~adopted a code of conduct and ethics applicable to our directors~~general, officers and ~~employees~~directors inof ~~accordance~~a ~~with~~corporation ~~applicable~~incorporated ~~federal~~under ~~securities~~ the laws. ~~The code~~ of ~~ethics codifies~~ the ~~business~~State ~~and~~of ~~ethical~~Delaware ~~principles~~are ~~that~~required ~~govern~~to ~~all~~present ~~aspects~~business opportunities ofto ~~our~~a ~~business.~~corporation if:

~~Conflicts of~~● ~~Interest~~the corporation could financially undertake the opportunity;

~~Some~~● ~~of our officers and directors presently have, and any of them in~~ the ~~future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination~~ opportunity. ~~Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which~~ is ~~suitable~~within ~~for an entity to which he or she has then-current fiduciary or contractual obligations to present~~ the ~~opportunity~~corporation’s toline ~~such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations~~ of ~~our officers or directors will not materially affect our ability to complete our initial~~ business; ~~combination. Our amended~~ and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent such person is permitted to refer that opportunity to us without violating another legal obligation.

~~Our~~● ~~sponsor,~~it ~~officers~~would ~~and~~not ~~directors~~be ~~are~~fair ~~permitted~~ to ~~participate in~~ the ~~formation~~corporation ~~of, or become an officer or director of, another special purpose acquisition company at any time. As a result, our sponsor, officers~~ and ~~directors~~its ~~could~~stockholders ~~have~~for ~~conflicts~~the ofopportunity ~~interest~~not ~~in determining whether~~ to ~~present~~be ~~business~~brought ~~combination opportunities~~ to usthe ~~or to~~attention ~~any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts~~ of ~~interest,~~the ~~our board of directors will review any potential conflicts of interest on a case-by-case basis~~corporation.

~~Potential investors should be aware of the following other potential conflicts of interest:~~38

●Accordingly, as ~~None~~a result of multiple business affiliations, our officers and directors ismay ~~required~~have similar legal obligations relating to ~~commit~~presenting ~~their~~business opportunities ~~full~~meeting ~~time~~the above-listed criteria to ~~our~~multiple ~~affairs~~entities. ~~and~~Furthermore, ~~accordingly,~~our ~~they~~amended ~~may~~and ~~have~~restated ~~conflicts~~certificate of incorporation provides that we renounce our interest in ~~allocating~~any ~~their~~corporate ~~time~~opportunity ~~among~~offered ~~various~~to ~~business~~any ~~activities~~director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

●Below is Ina ~~the~~table ~~course~~summarizing ofthe ~~their~~entities ~~other~~to ~~business~~which ~~activities,~~ our executive officers and directors ~~may~~currently ~~become~~have ~~aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management has pre-existing~~ fiduciary duties ~~and~~or contractual obligations ~~and may have conflicts of interest in determining to which entity a particular business opportunity should be presented.~~:

40Individual Entity Entity’s Business Affiliation Kevin Charlton NewHold Enterprises, Industrial Holding Company Investment firm Co-Chairman Spirit Realty Capital Real estate investment trust (REIT) Director American AllWaste LLC Growth platform focused on non-hazardous liquid waste industry Director NewHold AEC Corp. Architecture and engineering services Director Macro Energy LLC Provider of lighting solutions Director Evolv Technologies Holdings, Inc. Provider of AI touchless security screening systems Director Thomas J. Sullivan Investcorp Credit Management BDC, Inc. Credit manager Director Spirit MTA REIT Real estate investment trust Director Charles Goldman NewHold Enterprises LLC Investment firm Co-Chairman American AllWaste LLC Growth platform focused on non-hazardous liquid waste industry Director NewHold AEC Corp. Architecture and engineering services Chairman F&S Tool Inc. Mold making services Director R.G. Barry Corporation Brand developer and marketer Director Charlie Baynes-Reid NewHold Enterprises LLC Investment firm Managing Director and General Counsel River Hollow Partners, LLC Investment firm General Counsel Macro Energy LLC Provider of lighting solutions Director Powerful Foods LLC Food and beverage company Director NewHold AEC Corp. Architecture and engineering services Director American AllWaste LLC Growth platform focused on non-hazardous liquid waste industry General Counsel Kathleen Harris Dinges Partners Group Fire equipment company Chief Financial Officer and Director Brian Mathis Pine Street Alternative Asset Management LP Asset management firm Partner Vericast Corp. Marketing Director Neil Glat NG Strategies, LLC Strategic consulting firm Managing Member ASM Global Parent, Inc. Venue management Director Evolv Technologies Holdings, Inc. Provider of AI touchless security screening systems Director Mark Cirilli MissionPoint Partners LLC Registered Investment Advisor - Impact Investment Manager Co-Founder, Managing Director CapShift LLC Impact Investing Platform Board of Directors Member Dream Holdings, Inc. (dba AeroFarms) Indoor Vertical Farming Board Observer OptiRTC Holdings LLC Web-based Platform for Stormwater Management Board of Directors Member Divert, Inc. Delivers a technology-enabled service to food retailers to manage the end-to-end recycling of organic waste and other materials to reduce the volume of waste produced Board of Directors Member Bigelow Tea Manufacturer of Dried Teas Investment Advisory Committee Member

● Our sponsor, officers, directors, special advisor and our other advisors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination, and the anchor investors have agreed to waive their redemption rights with respect to their founder shares in such situation. Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to consummate our initial business combination within 18 months from the closing of our IPO (or 24 months from the closing of our IPO if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period), although they will be entitled to such liquidating distributions with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor or the anchor investors until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which 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. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or the private warrants anchor investors (as applicable) or their permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following our IPO, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In particular, because the founder shares were purchased at approximately $0.005 per share, the holders of our founder shares (including our officers and directors that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public stockholders experience substantial losses on their investment as a result of a decrease in the post-combination value of their public shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination). Permitted transferees of the founder shares would be subject to the same restrictions.39

●Individual ~~Our~~Entity ~~officers~~Entity’s ~~and~~Business ~~directors~~Affiliation ~~may~~Titan ~~have~~Grove aImpact-driven ~~conflict~~Investment ofManager ~~interest~~Advisor SAF Holdco LLC (dba Leif) Social enterprise partnering with ~~respect~~schools to ~~evaluating~~expand aaccess ~~particular~~to ~~business~~education ~~combination~~via ifIncome ~~the~~Share ~~retention~~Agreement orprograms ~~resignation~~Director ofAlicia ~~any~~Moy ~~such~~The ~~officers~~Gas Company LLC (dba Hawaii Gas) Gas and ~~directors~~Liquefied ~~was~~Propane ~~included~~Gas byDistribution aPresident, ~~target~~Chief ~~business~~Executive asOfficer, aand ~~condition~~Director toMIC ~~any~~Hawaii ~~agreement~~Holdings, ~~with~~LLC ~~respect~~Holding toCompany ~~our~~for ~~initial~~Gas ~~business~~and ~~combination.~~Renewable Energy Businesses President Bank of Hawaii Financial Services Director

●Accordingly, if ~~Our~~any ~~sponsor,~~of the above executive officers or directors ~~may~~becomes ~~have~~aware ~~a conflict~~ of ~~interest with respect to evaluating~~ a business combination ~~and~~opportunity ~~financing~~which ~~arrangements~~is assuitable wefor ~~may~~any ~~obtain~~of the ~~loans~~above ~~from~~entities ~~our~~to ~~sponsor~~which he or anshe ~~affiliate~~has ofcurrent ~~our~~fiduciary ~~sponsor~~ or ~~any~~contractual ofobligations, ~~our~~he ~~officers~~ or ~~directors~~she towill ~~finance~~honor ~~transaction~~his ~~costs~~or inher ~~connection~~fiduciary ~~with~~or contractual anobligations ~~intended~~to ~~initial~~present such business combination. Upopportunity to ~~$100,000 of~~ such ~~loans~~entity, ~~may~~and beonly ~~convertible~~present ~~into~~it ~~warrants~~to atus aif ~~price~~such ofentity ~~$1.00 per warrant at~~ rejects the ~~option of the lender~~opportunity. ~~Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.~~

InWe ~~general~~are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers ~~and~~or directors. In ofthe event we seek to complete our initial business combination with such a ~~corporation~~company, ~~incorporated~~we, ~~under~~or ~~the~~a ~~laws~~committee of ~~the~~independent ~~State~~directors, would obtain an opinion from an independent investment banking firm that is a member of ~~Delaware~~FINRA ~~are~~or ~~required~~from toan ~~present~~independent ~~business~~accounting firm, that ~~opportunities~~such an initial business combination is fair to our company from a ~~corporation~~financial ~~if:~~point of view.

●In the event that we submit our initial business combination to our public stockholders for a vote, pursuant to the ~~corporation~~letter ~~could~~agreement, ~~financially~~our sponsor, ~~undertake~~officers, directors, special advisor and our other advisors have agreed to vote any founder shares held by them and any public shares purchased during or after the ~~opportunity;~~offering (including in open market and privately negotiated transactions) in favor of our initial business combination. The anchor investors have also agreed to vote the founder shares held by them in favor of our initial business combination.

●Limitation on ~~the~~Liability ~~opportunity~~and isIndemnification ~~within the corporation’s line~~ of ~~business;~~Officers and Directors

●Our amended itand ~~would~~restated ~~not~~certificate of incorporation provides that our officers and directors will be ~~fair~~indemnified by us to the ~~corporation~~fullest ~~and~~extent authorized ~~its~~by ~~stockholders~~Delaware ~~for~~law, as it now exists or may in the ~~opportunity~~future be amended. In addition, our amended and restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to beus ~~brought~~or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the ~~attention~~law, authorized unlawful payments of ~~the~~dividends, ~~corporation~~unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

~~Accordingly,~~We have asentered ainto ~~result~~agreements ofwith ~~multiple business affiliations,~~ our officers and directors ~~may~~to ~~have~~provide ~~similar~~contractual ~~legal~~indemnification ~~obligations~~in ~~relating~~addition to ~~presenting business opportunities meeting~~ the ~~above-listed criteria~~indemnification toprovided ~~multiple~~for ~~entities.~~in ~~Furthermore,~~ our amended and restated certificate of incorporation. ~~provides~~Our ~~that~~bylaws wealso ~~renounce~~permit ~~our~~us ~~interest~~to insecure ~~any corporate~~insurance ~~opportunity~~on ~~offered~~behalf toof any officer, director or ~~officer~~employee ~~unless~~for ~~such~~any ~~opportunity~~liability isarising ~~expressly~~out ~~offered~~of ~~to such person solely in~~ his or her ~~capacity~~actions, asregardless aof ~~director~~whether orDelaware ~~officer~~law ofwould ~~our~~permit ~~company and~~ such indemnification. ~~opportunity~~We iswill ~~one~~purchase wea ~~are~~policy ~~legally~~of directors’ and ~~contractually~~officers’ ~~permitted~~liability toinsurance ~~undertake and~~that ~~would~~insures ~~otherwise~~our beofficers ~~reasonable~~and directors ~~for~~against usthe tocost ~~pursue~~of defense, ~~and~~settlement toor ~~the~~payment ~~extent~~of ~~the~~a ~~director~~judgment orin ~~officer~~some iscircumstances ~~permitted~~and toinsures ~~refer~~us ~~that~~against ~~opportunity~~our toobligations usto ~~without~~indemnify ~~violating~~our ~~another~~officers ~~legal~~and ~~obligation~~directors.

41These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against 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 officers and directors pursuant to these indemnification provisions.

~~Below~~We isbelieve athat ~~table~~these ~~summarizing~~provisions, the ~~entities~~directors’ toand ~~which~~officers’ ~~our~~liability ~~executive~~insurance ~~officers~~ and ~~directors~~the ~~currently~~indemnity ~~have~~agreements ~~fiduciary~~are ~~duties~~necessary to orattract ~~contractual~~and ~~obligations:~~retain talented and experienced officers and directors.

Individual Entity Entity’s Business Affiliation Kevin Charlton NewHold Enterprises, Industrial Holding Company Investment firm Co-Chairman Spirit Realty Capital Real estate investment trust (REIT) Director American AllWaste LLC Growth platform focused on non-hazardous liquid waste industry Director NewHold AEC Corp. Architecture and engineering services Director Macro Energy LLC Provider of lighting solutions Director Evolv Technologies Holdings, Inc. Provider of AI touchless security screening systems Director Thomas J. Sullivan Investcorp Credit Management BDC, Inc. Credit manager Director Spirit MTA REIT Real estate investment trust Director Charles Goldman NewHold Enterprises LLC Investment firm Co-Chairman American AllWaste LLC Growth platform focused on non-hazardous liquid waste industry Director NewHold AEC Corp. Architecture and engineering services Chairman F&S Tool Inc. Mold making services Director R.G. Barry Corporation Brand developer and marketer Director Charlie Baynes-Reid NewHold Enterprises LLC Investment firm Managing Director and General Counsel River Hollow Partners, LLC Investment firm General Counsel Macro Energy LLC Provider of lighting solutions Director Powerful Foods LLC Food and beverage company Director NewHold AEC Corp. Architecture and engineering services Director American AllWaste LLC Growth platform focused on non-hazardous liquid waste industry General Counsel Kathleen Harris Dinges Partners Group Fire equipment company Chief Financial Officer and Director Brian Mathis Pine Street Alternative Asset Management LP Asset management firm Partner Vericast Corp. Marketing Director Neil Glat NG Strategies, LLC Strategic consulting firm Managing Member ASM Global Parent, Inc. Venue management Director Evolv Technologies Holdings, Inc. Provider of AI touchless security screening systems Director Mark Cirilli MissionPoint Partners LLC Registered Investment Advisor – Impact Investment Manager Co-Founder, Managing Director CapShift LLC Impact Investing Platform Board of Directors Member Dream Holdings, Inc. (dba AeroFarms) Indoor Vertical Farming Board Observer OptiRTC Holdings LLC Web-based Platform for Stormwater Management Board of Directors Member Divert, Inc. Delivers a technology-enabled service to food retailers to manage the end-to-end recycling of organic waste and other materials to reduce the volume of waste produced Board of Directors Member Bigelow Tea Manufacturer of Dried Teas Investment Advisory Committee Member40

42PRINCIPAL STOCKHOLDERS

~~Individual~~Our sponsor, ~~Entity~~officers, ~~Entity’s~~directors, ~~Business~~special ~~Affiliation~~advisor ~~Titan~~and ~~Grove~~an ~~Impact-driven~~employee ~~Investment~~of ~~Manager~~an ~~Advisor~~affiliate ~~SAF~~of ~~Holdco~~our ~~LLC~~sponsor have agreed (~~dba~~A) ~~Leif~~to vote any shares owned by them in favor of any proposed initial business combination and (B) ~~Social~~not ~~enterprise~~to ~~partnering~~redeem any shares in connection with ~~schools~~a stockholder vote to ~~expand~~approve ~~access~~a proposed initial business combination. The anchor investors have also agreed to ~~education~~vote ~~via~~the ~~Income~~founder ~~Share~~shares ~~Agreement~~held ~~programs~~by ~~Director~~them ~~Alicia~~in favor ~~Moy~~of our initial business combination. The ~~Gas~~anchor ~~Company~~investors ~~LLC~~have also agreed to waive their right to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 18 months from the closing of this offering (~~dba~~or ~~Hawaii~~24 ~~Gas)~~months ~~Gas~~from ~~and~~the ~~Liquefied~~closing ~~Propane~~of ~~Gas~~this ~~Distribution~~offering ~~President,~~if ~~Chief~~we ~~Executive~~have ~~Officer~~filed a proxy statement, ~~and~~registration ~~Director~~statement or ~~MIC~~similar ~~Hawaii~~filing ~~Holdings~~for an initial business combination but have not completed the initial business combination within such 18-month period), although ~~LLC~~they ~~Holding~~will ~~Company~~be ~~for~~entitled ~~Gas~~to ~~and~~liquidating ~~Renewable~~distributions ~~Energy~~from ~~Businesses~~the ~~President~~trust ~~Bank~~account ofwith ~~Hawaii~~respect ~~Financial~~to ~~Services~~any ~~Director~~public shares they hold if we fail to complete our initial business combination within the prescribed time frame. In addition, the anchor investors have agreed to waive their redemption rights with respect to their founder shares.

~~Accordingly,~~Restrictions ifon ~~any~~Transfers of ~~the~~Founder ~~above~~Shares executive officers or directors becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has 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~~Private ~~present~~Placement ~~it to us if such entity rejects the opportunity.~~Warrants

WeThe founder shares, private placement warrants and any shares of Class A common stock issued upon conversion or exercise thereof are ~~not~~each subject ~~prohibited~~to ~~from~~transfer ~~pursuing~~restrictions anpursuant ~~initial~~to ~~business~~lock-up ~~combination~~provisions ~~with~~in a ~~company~~letter ~~that~~agreement iswith ~~affiliated~~us ~~with~~to be entered into by our sponsor, officers, directors, special advisor and our other advisors (or ~~directors~~a subscription agreement in the case of each of the anchor investors). Those lock-up Inprovisions provide that such securities are not transferable or salable (i) in the ~~event~~case weof ~~seek~~the tofounder ~~complete~~shares, until the earlier of (A) one year after the completion of our initial business combination ~~with~~or ~~such~~(B) asubsequent ~~company~~to our initial business combination, we(x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a ~~committee~~liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of ~~independent~~our stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the private placement warrants and the Class A common stock underlying such warrants, until 30 days after the completion of our initial business combination, except in each case (a) to our officers or directors, ~~would~~any affiliates or ~~obtain~~family anmembers ~~opinion~~of ~~from~~any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor; (b) in the case of an ~~independent~~individual, ~~investment~~by ~~banking~~gift ~~firm~~to ~~that~~a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the ~~FINRA~~individual’s immediate family, an affiliate of such person or ~~from~~to a charitable organization; (c) in the case of an ~~independent~~individual, by ~~accounting~~virtue ~~firm~~of laws of descent and distribution upon death of the individual; (d) in the case of an individual, ~~that~~pursuant to a qualified ~~such~~domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial business combination at isprices ~~fair~~no greater than the price at which the shares or warrants were originally purchased; (f) in the event of our liquidation prior to the completion of our initial business combination; or (g) by virtue of the laws of Delaware or our sponsor’s limited liability company ~~from~~agreement aupon ~~financial~~dissolution ~~point~~of our sponsor; or (h) in the case of ~~view~~an anchor investor, to such anchor investor’s affiliates, or any investment fund or other entity controlled or managed by such anchor investor, or to any investment manager or investment advisor of such anchor investor or an affiliate of any such investment manager or investment advisor, provided, however, that in the case of clauses (a) through (e), (g) or (h), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements and by the same agreements entered into by our sponsor, officers, directors, special advisor or our other advisors, as the case may be, with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this Annual Report on Form 10-K).

In the event that we submit our initial business combination to our public stockholders for a vote, pursuant to the letter agreement, our sponsor, officers, directors, special advisor and our other advisors have agreed to vote any founder shares held by them and any public shares purchased during or after the offering (including in open market and privately negotiated transactions) in favor of our initial business combination. The anchor investors have also agreed to vote the founder shares held by them in favor of our initial business combination.41

~~Limitation~~Registration ~~on Liability and Indemnification of Officers and Directors~~Rights

~~Our~~The ~~amended~~holders ~~and restated certificate~~ of ~~incorporation~~the ~~provides~~founder ~~that~~shares, ~~our~~private ~~officers~~placement warrants and ~~directors~~warrants ~~will~~that may be ~~indemnified~~issued byupon usconversion toof ~~the~~working ~~fullest~~capital ~~extent~~loans (and ~~authorized~~any byshares ~~Delaware~~of ~~law,~~Class asA itcommon ~~now~~stock ~~exists~~issuable orupon ~~may~~the inexercise of the ~~future~~private placement warrants and warrants that may be ~~amended.~~issued Inupon conversion ~~addition,~~of ~~our~~working ~~amended~~capital loans and ~~restated~~upon ~~certificate~~conversion of ~~incorporation provides~~the ~~that~~founder ~~our~~shares) ~~directors~~ will ~~not~~ be ~~personally~~entitled ~~liable~~to ~~for~~registration ~~monetary~~rights ~~damages~~pursuant to usa registration orrights agreement entered into on the date of our ~~stockholders~~IPO, requiring us to register such securities for ~~breaches~~resale of(in ~~their~~the ~~fiduciary~~case of ~~duty~~the asfounder ~~directors~~shares, ~~unless~~only ~~they~~after ~~violated~~conversion ~~their~~to ~~duty~~our Class A common stock). The holders of ~~loyalty~~the majority of these securities are entitled to usmake orup ~~our~~to ~~stockholders~~three demands, ~~acted~~excluding inshort ~~bad~~form ~~faith~~demands, ~~knowingly~~that orwe ~~intentionally violated~~register ~~the~~such ~~law~~securities. In addition, ~~authorized~~the ~~unlawful~~holders ~~payments~~have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of ~~dividends,~~our ~~unlawful~~initial ~~stock~~business ~~purchases~~combination orand rights ~~unlawful~~to ~~redemptions,~~require orus ~~derived~~to anregister ~~improper~~for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses ~~personal~~incurred ~~benefit~~in ~~from~~connection ~~their~~with ~~actions~~the asfiling ~~directors~~of any such registration statements.

WeSection have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We will purchase 16(a) ~~policy~~Beneficial ofOwnership ~~directors’~~Reporting and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.Compliance

~~These~~Section ~~provisions~~16(a) ~~may~~of ~~discourage~~the ~~stockholders~~Securities ~~from~~Exchange ~~bringing~~Act aof ~~lawsuit~~1934, ~~against~~as ~~our~~amended, ~~directors~~or ~~for~~the ~~breach~~Exchange ofAct, ~~their~~requires ~~fiduciary~~our ~~duty.~~executive ~~These~~officers, ~~provisions~~directors and persons ~~also~~who ~~may~~beneficially ~~have~~own ~~the~~more ~~effect~~than 10% of ~~reducing~~a ~~the~~registered ~~likelihood~~class of ~~derivative~~our ~~litigation~~equity ~~against~~securities ~~officers~~to ~~and~~file ~~directors,~~with ~~even~~the ~~though~~Securities ~~such~~and anExchange ~~action,~~Commission ifinitial ~~successful,~~reports ~~might~~of ~~otherwise~~ownership ~~benefit~~and usreports ~~and~~of changes in ownership of our ~~stockholders.~~shares ~~Furthermore,~~of acommon ~~stockholder’s~~stock ~~investment~~and ~~may~~other beequity ~~adversely~~securities. ~~affected~~These executive toofficers, ~~the~~directors, ~~extent~~and wegreater ~~pay~~than ~~the~~10% ~~costs~~beneficial ofowners ~~settlement~~are ~~and~~required ~~damage~~by ~~awards~~SEC ~~against~~regulation ~~officers~~to ~~and~~furnish ~~directors~~us ~~pursuant~~with tocopies ~~these~~of ~~indemnification~~all ~~provisions~~Section 16(a) forms filed by such reporting persons.

WeBased ~~believe~~solely ~~that~~on ~~these~~our ~~provisions,~~review ~~the~~of ~~directors’~~such ~~and~~forms ~~officers’~~furnished ~~liability~~to ~~insurance~~us and ~~the~~written ~~indemnity~~representations ~~agreements~~from ~~are~~certain ~~necessary~~reporting persons, we believe that all filing requirements applicable to ~~attract~~our ~~and~~executive ~~retain~~officers, ~~talented~~directors and ~~experienced~~greater ~~officers~~than ~~and~~10% ~~directors~~beneficial owners were filed in a timely manner.

43ITEM 11. EXECUTIVE COMPENSATION

~~PRINCIPAL~~Employment ~~STOCKHOLDERS~~Agreements

~~Our sponsor, officers, directors,~~We ~~special advisor and an employee of an affiliate of our sponsor~~ have ~~agreed (A) to vote any shares owned by them in favor of any proposed initial business combination and (B)~~ not toentered ~~redeem~~into any ~~shares~~employment inagreements ~~connection~~ with ~~a stockholder vote to approve a proposed initial business combination. The anchor investors have also agreed to vote the founder shares held by them in favor of~~ our ~~initial~~executive ~~business~~officers ~~combination. The~~and ~~anchor investors~~ have ~~also~~not ~~agreed~~made ~~to waive their right to liquidating distributions from the trust account with respect to~~ any ~~founder shares~~agreements ~~held by them if we fail~~ to ~~complete~~provide ~~our~~benefits ~~initial business combination within 18 months from the closing of this offering (or 24~~upon ~~months~~termination ~~from the closing~~ of this offering if we have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 18-month period), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frameemployment. ~~In addition, the anchor investors have agreed to waive their redemption rights with respect to their founder shares.~~

~~Restrictions~~Executive onOfficers ~~Transfers of Founder Shares~~ and ~~Private~~Director ~~Placement Warrants~~Compensation

~~The~~No ~~founder~~executive ~~shares,~~officer ~~private~~has ~~placement~~received ~~warrants and~~ any ~~shares~~cash ofcompensation ~~Class A~~for ~~common~~services ~~stock~~rendered ~~issued upon conversion or exercise thereof are each subject~~ to ~~transfer restrictions pursuant to lock-up provisions in a letter agreement with~~ us ~~to be entered into by our sponsor, officers, directors, special advisor and our other advisors (or a subscription agreement in the case of each of the anchor investors)~~. ~~Those~~ ~~lock-up~~No ~~provisions~~compensation ~~provide that such securities are not transferable or salable (i) in the case~~ of ~~the~~any ~~founder shares~~kind, ~~until the~~including ~~earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination~~finders, ~~(x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted~~consulting for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or ~~(y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or~~ other similar ~~transaction~~fees, ~~that~~will ~~results~~be inpaid ~~all of our stockholders having the right~~ to ~~exchange~~any ~~their shares~~ of common stock for cash, securities or other property, and (ii) in the case of the private placement warrants and the Class A common stock underlying such warrants, until 30 days after the completion of our ~~initial~~existing ~~business combination~~stockholders, ~~except~~ inincluding ~~each case (a) to~~ our ~~officers or~~ directors, ~~any affiliates~~ or ~~family members of~~ any of ~~our~~their ~~officers~~respective ~~or directors~~affiliates, ~~any~~ ~~members~~prior ~~of our sponsor~~to, or for any ~~affiliates~~services ofthey ~~our~~render ~~sponsor; (b)~~ in ~~the~~order ~~case of an individual, by gift~~ to ~~a member of the individual’s immediate family or to a trust~~effectuate, the ~~beneficiary~~consummation of ~~which is~~ a ~~member~~business ofcombination. ~~the individual’s immediate family~~However, ~~an affiliate of~~ such ~~person~~ ~~or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death~~individuals ofwill ~~the~~be ~~individual;~~reimbursed ~~(d) in~~for ~~the~~any ~~case~~ out-of-pocket anexpenses ~~individual,~~incurred ~~pursuant to a qualified domestic relations order; (e) by private sales or transfers made~~ in connection with ~~the~~activities ~~consummation~~on ofour anbehalf ~~initial~~such ~~business~~as ~~combination~~identifying ~~at prices no greater than the price at which~~potential ~~the~~target ~~shares~~businesses orand ~~warrants~~performing ~~were~~due ~~originally~~diligence ~~purchased;~~on ~~(f) in~~suitable ~~the~~business ~~event~~combinations. ofThere ~~our~~is ~~liquidation~~no ~~prior~~limit toon the ~~completion~~amount of ~~our~~these ~~initial business~~out-of-pocket ~~combination;~~expenses orand ~~(g) by~~there ~~virtue~~will ofbe ~~the~~no ~~laws~~review of ~~Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; or (h) in~~ the ~~case~~reasonableness of an anchor investor, to such anchor investor’s affiliates, or any investment fund or other entity controlled or managed by such anchor investor, or to any investment manager or investment advisor of such anchor investor or an affiliate of any such investment manager or investment advisor, provided, however, that in the ~~case~~expenses ~~of clauses (a) through (e), (g) or (h), these permitted transferees must enter into a written agreement agreeing to be bound~~ by ~~these~~anyone ~~transfer restrictions and the~~ other ~~restrictions~~than ~~contained~~our inboard ~~the~~of ~~letter~~directors ~~agreements~~ and byaudit ~~the same agreements entered into by our sponsor~~committee, ~~officers, directors,~~ ~~special~~which ~~advisor~~includes orpersons ~~our~~who ~~other advisors, as the case~~ may ~~be,~~seek ~~with respect to such securities (including provisions relating to voting~~reimbursement, ~~the~~ ~~trust~~or ~~account~~a ~~and~~court ~~liquidation~~of ~~distributions~~competent ~~described~~jurisdiction ~~elsewhere~~if insuch ~~this~~reimbursement ~~Annual~~is ~~Report on Form 10-K)~~challenged.

4442

~~Registration~~ITEM ~~Rights~~12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The ~~holders~~following oftable ~~the~~sets ~~founder~~forth ~~shares,~~as ~~private~~of ~~placement~~March ~~warrants and warrants~~28, ~~that~~2023 ~~may~~the benumber ~~issued upon conversion~~ of ~~working capital loans (and any~~ shares of ~~Class A~~ common stock ~~issuable~~beneficially ~~upon~~owned ~~the~~by ~~exercise~~(i) ~~of the~~each ~~private~~person ~~placement~~who ~~warrants~~is ~~and~~known ~~warrants~~by ~~that~~us ~~may~~to be ~~issued~~the ~~upon~~beneficial ~~conversion~~owner of ~~working~~more than ~~capital~~five ~~loans~~percent ~~and~~of ~~upon~~our ~~conversion~~issued ofand ~~the~~outstanding ~~founder~~ shares) ~~will~~of becommon ~~entitled~~stock to(ii) ~~registration~~each ~~rights pursuant to a registration rights agreement entered into on the date~~ of our ~~IPO,~~officers ~~requiring us~~and todirectors; ~~register~~and ~~such securities for resale~~ (iniii) ~~the~~all ~~case~~ of ~~the~~our ~~founder~~officers and ~~shares,~~directors ~~only~~as ~~after~~a ~~conversion to our Class A common stock)~~group. ~~The~~ ~~holders~~As of ~~the~~March ~~majority of these securities are entitled to make up to three demands~~28, ~~excluding short form demands~~2023, ~~that~~ we ~~register such~~had ~~securities. In addition~~19,490,000 ~~the~~Class ~~holders~~A ~~have~~and ~~certain~~4,872,500 ~~“piggy-back”~~shares ~~registration rights with respect to registration statements filed subsequent to our completion~~ of ~~our~~Class ~~initial~~B ~~business~~common ~~combination~~stock issued and ~~rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act~~outstanding. ~~We will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Section~~Unless otherwise indicated, we believe that all persons named in the ~~16(a)~~table ~~Beneficial~~have ~~Ownership~~sole ~~Reporting~~voting ~~Compliance~~and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of March 28, 2023.

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Approximate Percentage of Outstanding Common Stock
Directors and Officers⁽¹⁾⁽²⁾
Kevin Charlton⁽³⁾		2,297,374		10.54	%
Charles Goldman⁽³⁾		2,297,374		10.54	%
Charlie Baynes-Reid⁽³⁾		2,297,374		10.54	%
Adam Deutsch		2,052,374		9.95	%
Samy Hammad		67,500		*
Thomas J. Sullivan		50,000		*
Kathleen Harris		40,000		*
Brian Mathis		35,000		*
Neil Glat		35,000		*
Suzy Taherian		32,500		*
Alicia Moy		32,500		*
Mark Cirilli		32,500		*

All directors and executive officers as a group (11 individuals)		3,112,374		13.77	%
Greater than 5% Holders
NewHold Industrial Technology Holdings LLC II⁽³⁾		2,052,374		9.53	%
UBS O’Connor LLC⁽⁴⁾		1,732,500		8.89	%
Magnetar Financial LLC⁽⁵⁾		1,548,574		7.95	%
Polar Asset Management Partners Inc.⁽⁶⁾		1,732,081		8.89	%
Sandia Investment Management L.P.⁽⁷⁾		1,732,500		8.90	%
RiverNorth Capital Management, LLC ⁽⁸⁾		1,732,500		8.89	%
Radcliffe Capital Management, L.P. ⁽⁹⁾		1,000,000		5.13	%

~~Based solely~~* onLess ~~our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater~~ than ~~10%~~one ~~beneficial owners were filed in a timely manner~~percent.

~~ITEM 11.~~(1) ~~EXECUTIVE~~Unless ~~COMPENSATION~~otherwise noted, the business address of each of the following entities or individuals is 12141 Wickchester Lane, Suite 325, Houston, TX 77079.

~~Employment Agreements~~(2) These shares represent the founder shares held by our directors and officers.

~~We have~~(3) ~~not~~Based ~~entered~~on ~~into~~a ~~any~~Schedule ~~employment~~13G ~~agreements~~filed ~~with~~on February 14, 2022. NewHold Industrial Technology Holdings LLC II, our ~~executive~~sponsor, ~~officers~~is controlled by NewHold Enterprises. Investment and ~~have~~voting ~~not~~decisions for NewHold Enterprises are made by Kevin Charlton, Charles Goldman, Charlie Baynes-Reid and Adam Deutsch. Shares beneficially owned by each of Kevin Charlton, Charles Goldman, Charlie Baynes-Reid and Adam Deutsch include the shares owned by our sponsor. Each of Kevin Charlton, Charles Goldman, Charlie Baynes-Reid and Adam Deutsch disclaims any ~~agreements~~pecuniary interest in such shares except to ~~provide~~the ~~benefits~~extent ~~upon termination~~of their beneficial interest in NewHold Enterprises. The address of ~~employment~~the holder is 12141 Wickchester Lane, Suite 325, Houston, TX, 77079.

~~Executive Officers~~(4) ~~and~~Based ~~Director~~on ~~Compensation~~a Schedule 13G/A filed on February 13, 2023. The address of the holder is One North Wacker Drive, 31st Floor, Chicago, Illinois 60606.

~~No executive~~(5) ~~officer~~Based ~~has~~on received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a ~~business~~Schedule ~~combination.~~13G/A ~~However,~~filed ~~such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities~~ on ~~our~~February ~~behalf~~2, ~~such as identifying potential target businesses and performing due diligence on suitable business combinations~~2023. ~~There~~The isaddress ~~no limit on the amount~~ of ~~these out-of-pocket expenses and there will be no review of~~ the ~~reasonableness~~holder ofis ~~the~~1603 ~~expenses~~Orrington byAvenue, ~~anyone~~13th ~~other than our board of directors and audit committee~~Floor, ~~which~~ ~~includes persons who may seek reimbursement~~Evanston, orIllinois ~~a court of competent jurisdiction if such reimbursement is challenged~~60201.

45(6) Based on a Schedule 13G/A filed on February 10, 2023. The address of the holder is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

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

(7)	Based on a Schedule 13G filed on February 4, 2022. The address of the holder is 201 Washington Street, Boston, MA 02108.
(8)	Based on a Schedule 13G filed on February 14, 2023. The address of the holder 360 S. Rosemary Avenue, Ste. 1420, West Palm Beach, Florida 33401.
(9)	Based on a Schedule 13G/A filed on February 16, 2023. The address of the holder 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.

~~The~~Our initial ~~following~~stockholders ~~table~~(including ~~sets~~the ~~forth~~anchor asinvestors) ofbeneficially ~~March~~own ~~24,~~20% ~~2022~~ of the ~~number~~issued ofand outstanding shares of our common stock ~~beneficially owned by~~ (i)not including ~~each~~any ~~person~~units ~~who~~purchased isin ~~known~~our byIPO). usBecause toof bethis ~~the~~ownership ~~beneficial~~block, ~~owner~~our ofinitial ~~more~~stockholders ~~than five~~may ~~percent~~be ofable ~~our~~to ~~issued~~effectively ~~and~~influence the ~~outstanding~~outcome ~~shares~~ of ~~common~~all ~~stock~~matters ~~(ii)~~requiring ~~each~~approval ofby our ~~officers~~stockholders, ~~and~~including ~~directors;~~the ~~and~~election ~~(iii) all~~ of ~~our~~directors, ~~officers and~~amendments ~~directors~~to asour aamended ~~group.~~and restated Ascertificate of ~~March~~incorporation ~~24,~~and ~~2022,~~approval weof ~~had~~significant ~~19,490,000~~corporate ~~Class A and 4~~transactions,~~872,500~~ ~~shares~~including approval of ~~Class~~our Binitial ~~common stock issued and outstanding~~business combination.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of March 24, 2022.43

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Approximate Percentage of Outstanding Common Stock
Directors and Officers(1)(2)
Kevin Charlton(3)		2,297,374		10.54	%
Charles Goldman(3)		2,297,374		10.54	%
Charlie Baynes-Reid(3)		2,297,374		10.54	%
Adam Deutsch		2,052,374		9.95	%
Samy Hammad		67,500		*
Thomas J. Sullivan		50,000		*
Kathleen Harris		40,000		*
Brian Mathis		35,000		*
Neil Glat		35,000		*
Suzy Taherian		32,500		*
Alicia Moy		32,500		*
Mark Cirilli		32,500		*
All directors and executive officers as a group (11 individuals)		3,112,374		13.77	%
Greater than 5% Holders
NewHold Industrial Technology Holdings LLC II(3)		2,052,374		9.53	%
UBS O’Connor LLC(4)		1,732,500		7.11	%
Magnetar Financial LLC(5)		1,732,500		8.89	%
Polar Asset Management Partners Inc.(6)		1,732,500		8.89	%
Radcliffe Capital Management, L.P.(7)		1,179,201		6.05	%
Highbridge Capital Management, LLC(8)		1,732,296		8.89	%
Kepos Capital LP(9)		1,732,500		8.90	%
Sandia Investment Management L.P.(10)		1,732,500		8.90	%
Periscope Capital Inc.(11)		1,061,000		5.44	%
RiverNorth Capital Management, LLC (12)		1,732,500		8.89	%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

*In February ~~Less~~2021, ~~than~~we ~~one~~issued ~~percent~~an aggregate of 5,031,250 founder shares to our sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.005 per share. Our sponsor subsequently forfeited 1,635,126 founder shares and the anchor investors purchased 1,635,126 founder shares. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of our IPO. The founder shares (including the Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

~~(1)~~On October ~~Unless~~25, ~~otherwise~~2021, ~~noted~~simultaneously with the closing of the IPO, we consummated the ~~business~~private ~~address~~placement with our sponsor and the anchor investors of ~~each~~8,657,705 private warrants at a price of $1.00 per private warrant, generating gross proceeds of $8,657,705. On October 29, 2021, we consummated the ~~following~~sale ~~entities~~of oran ~~individuals~~additional is597,000 ~~12141~~private ~~Wickchester~~warrants ~~Lane~~in connection with the underwriters’ exercise of the over-allotment option, ~~Suite~~generating ~~325~~gross proceeds of $597,000. ~~Houston~~The Private Warrants are identical to the Warrants sold in the IPO, TXexcept ~~77079~~that the Private Warrants and the shares of Class A common stock issuable upon exercise of such Private Warrants may not be transferred, assigned, or sold (except in limited circumstances) until the date that is 30 days after the date the Company completes its initial business combination.

We entered into a registration rights agreement with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (2if any) ~~These~~and the shares ~~represent~~of ~~the~~Class ~~founder~~A ~~shares~~common ~~held~~stock byissuable ~~our~~upon ~~directors~~exercise of the foregoing and ~~officers~~upon conversion of the founder shares.

46As more fully discussed in the section of this Annual Report on Form 10-K entitled “Management - Conflicts of Interest,” 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 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 other entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

~~(3) Based~~ Commencing on aOctober ~~Schedule~~20, ~~13G filed on February 14~~2021, ~~2022.~~we ~~NewHold~~agreed ~~Industrial~~to ~~Technology~~pay ~~Holdings~~an ~~LLC~~affiliate ~~II,~~of our sponsor, isa ~~controlled~~total byof ~~NewHold~~$25,000 ~~Enterprises.~~per ~~Investment~~month ~~and voting decisions~~ for ~~NewHold~~office ~~Enterprises are made by Kevin Charlton~~space, ~~Charles~~utilities ~~Goldman,~~and ~~Charlie Baynes-Reid~~ secretarial and ~~Adam~~administrative ~~Deutsch~~support. ~~Shares~~Upon ~~beneficially~~completion ~~owned by each~~ of ~~Kevin~~our ~~Charlton,~~initial ~~Charles~~business ~~Goldman,~~combination ~~Charlie~~or ~~Baynes-Reid and Adam Deutsch include the shares owned by~~ our ~~sponsor. Each of Kevin Charlton~~liquidation, ~~Charles~~we ~~Goldman,~~will ~~Charlie~~cease ~~Baynes-Reid~~paying ~~and~~these ~~Adam Deutsch disclaims any pecuniary interest in such shares except to the extent of their beneficial interest in NewHold Enterprises~~monthly fees. ~~The address of the holder is 12141 Wickchester Lane, Suite 325, Houston, TX, 77079.~~

~~(4)~~Other than ~~Based~~the onforegoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a ~~Schedule~~loan, ~~13G~~will ~~filed~~be onpaid ~~February~~by 14us to our sponsor, ~~2022.~~officers ~~The~~and ~~address~~directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate the ~~holder~~consummation isof ~~One~~an ~~North~~initial ~~Wacker~~business ~~Drive~~combination (regardless of the type of transaction that it is). However, ~~31st~~these ~~Floor~~individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, ~~Chicago~~officers, ~~Illinois~~directors ~~60606~~or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Unlike some anchor investor arrangements of other blank check companies, the anchor investors are not required to (5)and ~~Based~~there oncan abe ~~Schedule~~no ~~13G~~assurance that ~~filed~~they onwill) ~~February~~(i) 4hold any units, ~~2022.~~Class ~~The~~A ~~address~~common stock or warrants they purchased in our IPO or thereafter for any amount of time, (ii) vote any public shares they own at the ~~holder~~applicable istime ~~1603~~in ~~Orrington~~favor ~~Avenue,~~of ~~13th~~our ~~Floor,~~initial ~~Evanston,~~business ~~Illinois~~combination ~~60201~~or (iii) refrain from exercising their right to redeem any public shares they hold at the time of our initial business combination.

~~(6) Based on a Schedule 13G filed on February 10, 2022. The address of the holder is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.~~44

(7)	Based on a Schedule 13G/A filed on February 14, 2022. The address of the holder is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.
(8)	Based on a Schedule 13G/A filed on February 9, 2022. The address of the holder is 277 Park Avenue, 23rd Floor, New York, New York 10172.
(9)	Based on a Schedule 13G filed on February 4, 2022. The address of the holder is 11 Times Square, 35th Floor, New York, New York 10036.
(10)	Based on a Schedule 13G filed on February 4, 2022. The address of the holder is 201 Washington Street, Boston, MA 02108.
(11)	Based on a Schedule 13G filed on February 14, 2022. The address of the holder is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.
(12)	Based on a Schedule 13G filed on February 15, 2022. The address of the holder 325 N. LaSalle Street, Ste. 645, Chicago, Illinois 60654.

In order 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 complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the 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. Up to $100,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such 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 provide a waiver against any and all rights to seek access to funds in our trust account.

~~Our~~On December ~~initial~~24, ~~stockholders~~2022, ~~(including~~the Sponsor entered into an Excise Tax Backstop Agreement (the ~~anchor~~“Backstop ~~investors~~Agreement”) ~~beneficially~~pursuant to which ~~own~~the ~~20%~~backstop ofparty (the ~~issued~~“Backstop ~~and~~Party”) ~~outstanding~~committed ~~shares~~to offund ~~our~~up ~~common~~to ~~stock~~$1.0 ~~(not~~million ~~including~~of any ~~units~~excise ~~purchased~~tax inliability ~~our~~(the ~~IPO~~“Backstop Commitment”). ~~Because~~in ofthe ~~this~~event ~~ownership block,~~that ~~our~~the ~~initial~~Company ~~stockholders~~liquidates ~~may~~without becompleting ~~able~~a tobusiness ~~effectively~~combination ~~influence~~and is subject to the ~~outcome~~1% ofexcise tax ~~all~~on ~~matters~~stock ~~requiring~~repurchases ~~approval~~under bySection ~~our~~4501 ~~stockholders, including~~of the ~~election~~Internal ofRevenue ~~directors~~Code, ~~amendments~~as toenacted ~~our~~by ~~amended~~the ~~and~~Inflation ~~restated~~Reduction ~~certificate~~Act of ~~incorporation~~2022. ~~and~~In ~~approval~~accordance with the terms of ~~significant~~the ~~corporate transactions~~Backstop Agreement, ~~including~~at ~~approval~~the closing of ~~our~~the Company’s initial business combination, the Sponsor shall transfer to the Backstop Party an aggregate of 500,000 shares of the Company’s Class B common stock held by the Sponsor as consideration for the Backstop Commitment.

47After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

~~ITEM~~Related ~~13.~~Party ~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~Policy

InAt the ~~February 2021,~~time ~~we issued an aggregate~~ of ~~5,031,250 founder shares to~~ our ~~sponsor~~IPO ~~for~~we anhad ~~aggregate~~not ~~purchase~~yet ~~price~~adopted ofa ~~$25,000~~formal inpolicy ~~cash,~~for ~~or approximately $0.005 per share. Our sponsor subsequently forfeited 1,635,126 founder shares and~~ the ~~anchor investors purchased 1~~review,~~635,126~~ ~~founder~~approval ~~shares.~~or ~~The~~ratification ~~number~~ of ~~founder~~related ~~shares~~party ~~issued~~transactions. ~~was~~Accordingly, ~~determined based on~~ the ~~expectation~~transactions ~~that~~discussed ~~such~~above ~~founder~~were ~~shares would represent 20% of the outstanding shares upon completion of our IPO. The founder shares (including the Class A common stock issuable upon exercise thereof) may~~ not reviewed, ~~subject~~approved toor ~~certain~~ratified ~~limited~~in ~~exceptions, be~~accordance ~~transferred,~~with ~~assigned~~any orsuch ~~sold by the holder~~policy.

OnWe have ~~October~~adopted ~~25,~~a ~~2021,~~code ~~simultaneously with the closing~~ of ~~the~~ethics ~~IPO,~~which ~~we consummated~~requires ~~the~~us ~~private~~to ~~placement with our sponsor and the anchor investors of 8~~avoid,~~657,705~~ ~~private~~wherever ~~warrants at a price of $1.00 per private warrant~~possible, ~~generating~~all ~~gross~~conflicts ~~proceeds~~ of $8interests,~~657,705.~~ Onexcept ~~October~~under ~~29,~~guidelines ~~2021,~~or weresolutions approved ~~consummated~~by ~~the~~our ~~sale~~board of andirectors ~~additional~~(or ~~597,000 private warrants in connection with~~ the ~~underwriters’~~appropriate ~~exercise~~committee of ~~the~~our ~~over-allotment~~board) ~~option,~~or ~~generating~~as ~~gross~~disclosed ~~proceeds of $597,000. The Private Warrants are identical to the Warrants sold~~ in ~~the~~our ~~IPO,~~public ~~except~~filings ~~that~~with the ~~Private~~SEC. ~~Warrants~~Under our ~~and~~code ~~the shares~~ of ~~Class~~ethics, Aconflict ~~common stock issuable upon exercise~~ of ~~such~~interest ~~Private~~situations ~~Warrants~~include ~~may~~any ~~not~~financial ~~be transferred~~transaction, ~~assigned,~~arrangement or ~~sold~~relationship (~~except~~including inany ~~limited~~indebtedness or ~~circumstances)~~guarantee ~~until~~of ~~the~~indebtedness) ~~date~~involving ~~that is 30 days after~~ the ~~date the Company completes its initial business combination~~company.

AsIn ~~more~~addition, ~~fully~~our ~~discussed~~audit incommittee, ~~the~~pursuant ~~section~~to ofa ~~this~~written ~~Annual~~charter ~~Report~~that onwe ~~Form~~have ~~10-K~~adopted, ~~entitled~~is ~~“Management —~~responsible ~~Conflicts~~for ofreviewing ~~Interest,”~~and approving related ifparty ~~any~~transactions ofto ~~our~~the ~~officers~~extent orthat ~~directors~~we ~~becomes~~enter ~~aware~~into ofsuch antransactions. ~~initial~~An ~~business~~affirmative ~~combination~~vote ~~opportunity~~of ~~that~~a ~~falls~~majority ~~within~~of the ~~line~~members of ~~business~~the audit ofcommittee ~~any~~present ~~entity~~at toa meeting at which hea orquorum ~~she~~is ~~has~~present ~~then-current~~will ~~fiduciary~~be orrequired ~~contractual~~in ~~obligations,~~order heto orapprove ~~she~~a related party transaction. A majority of the members of the entire audit committee will ~~honor~~constitute ~~his~~a orquorum. ~~her~~Without ~~fiduciary~~a ormeeting, the unanimous written consent of all of the ~~contractual~~members ~~obligations~~of tothe ~~present~~audit ~~such~~committee ~~business~~will ~~combination~~be ~~opportunity~~required to ~~such~~approve ~~other~~a ~~entity~~related party transaction. ~~Our~~We ~~officers~~also ~~and~~require each of our directors ~~currently~~and ~~have~~executive ~~certain~~officers ~~relevant~~to ~~fiduciary~~complete ~~duties~~a ordirectors’ ~~contractual~~and ~~obligations~~officers’ questionnaire that ~~may~~elicits ~~take~~information ~~priority~~about ~~over~~related ~~their~~party ~~duties to us~~transactions.

~~Commencing~~These onprocedures ~~October~~are ~~20,~~intended ~~2021,~~to wedetermine ~~agreed~~whether toany ~~pay~~such anrelated ~~affiliate~~party oftransaction ~~our~~impairs ~~sponsor~~the aindependence ~~total~~ of ~~$25,000~~a ~~per~~director ~~month~~or ~~for~~presents ~~office space, utilities and secretarial~~a ~~and~~conflict ~~administrative support. Upon completion~~ of ~~our~~interest ~~initial~~on ~~business~~the ~~combination~~part orof ~~our~~a ~~liquidation~~director, weemployee ~~will~~or ~~cease paying these monthly fees~~officer.

Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate the consummation of an initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.45

~~Unlike~~To further ~~some~~minimize ~~anchor~~conflicts ~~investor~~of ~~arrangements~~interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of ~~other~~our ~~blank~~sponsor, ~~check~~officers ~~companies~~or directors unless we, or a committee of independent directors, have obtained an opinion from independent ~~the~~investment ~~anchor~~banking ~~investors~~firm ~~are~~that ~~not~~is ~~required~~a tomember ~~(and~~of ~~there~~FINRA ~~can~~or befrom noan ~~assurance~~independent accounting firm that ~~they~~our ~~will)~~initial ~~(i)~~business ~~hold~~combination ~~any~~is ~~units~~fair to our company from a financial point of view. Furthermore, ~~Class~~no Afinder’s ~~common~~fees, ~~stock~~reimbursements, orconsulting ~~warrants they~~fee, ~~purchased~~monies in respect of any payment of a loan or other compensation will be paid by us to our ~~IPO~~sponsor, officers or ~~thereafter~~directors, ~~for~~or any ~~amount~~affiliate of ~~time~~our sponsor or officers, ~~(ii)~~for ~~vote~~services ~~any~~rendered ~~public~~to ~~shares~~us ~~they~~prior ~~own~~to, ator ~~the~~in ~~applicable~~connection ~~time~~with any services rendered in ~~favor~~order ofto effectuate, the consummation of our initial business combination or (~~iii~~regardless of the type of transaction that it is). ~~refrain~~However, ~~from~~the ~~exercising~~following ~~their~~payments ~~right~~will be made to ~~redeem~~our ~~any~~sponsor, ~~public~~officers ~~shares~~or ~~they~~directors, ~~hold~~or atour or their affiliates, none of which will be made from the ~~time~~proceeds of our IPO held in the trust account prior to the completion of our initial business combination.:

48● Payment to an affiliate of our sponsor of $25,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support;

In● ~~March~~Reimbursement ~~2021, our sponsor agreed to loan us up to $300,000 to be used~~ for aany ~~portion~~ out-of-pocket ~~the~~ expenses ofrelated ~~our IPO pursuant~~ to aidentifying, ~~promissory~~investigating ~~note. The note was non-interest bearing~~ and ~~unsecured.~~completing Wean ~~repaid~~initial ~~the outstanding~~business ~~balance~~combination; ~~under the note on the closing date of our IPO.~~and

~~In addition,~~● inRepayment ~~order~~of toloans ~~finance~~which ~~transaction~~may ~~costs~~be inmade ~~connection~~by ~~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~~finance ustransaction ~~funds~~costs asin ~~may~~connection bewith ~~required. If we complete~~ an intended initial business combination, ~~we would repay such loaned amounts. In~~ the ~~event~~terms ~~that~~of ~~the~~which ~~initial~~have ~~business combination does~~ not ~~close, we~~been ~~may~~determined ~~use~~nor ahave ~~portion~~any ofwritten ~~the~~agreements ~~working~~been ~~capital~~executed ~~held~~with ~~outside~~respect ~~the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment~~thereto. Up to $100,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such 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 provide a waiver against any and all rights to seek access to funds in our trust account.

~~After~~Our ~~our~~audit ~~initial~~committee ~~business~~will ~~combination,~~review ~~members~~on ofa ~~our~~quarterly ~~management~~basis ~~team who remain with us may be paid consulting, management or other fees from the combined company with any and~~ all ~~amounts~~payments ~~being~~that ~~fully~~were ~~disclosed~~made to our ~~stockholders~~sponsor, toofficers ~~the~~or ~~extent then known~~directors, ~~in the tender offer~~ or ~~proxy solicitation materials, as applicable, furnished to~~ our ~~stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials~~ or attheir the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensationaffiliates.

~~We have entered into a registration rights agreement with respect to~~Director the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the shares of Class A common stock issuable upon exercise of the foregoing and upon conversion of the founder shares.Independence

~~Related~~Nasdaq ~~Party~~listing ~~Policy~~standards require that a majority of our board of directors be independent. For a description of the director independence, see above Part III, Item 10 - Directors, Executive Officers and Corporate Governance.

AtITEM ~~the time of our IPO we had not yet adopted a formal policy for the review, approval or ratification of related party transactions~~14. ~~Accordingly, the~~PRINCIPAL ~~transactions~~ACCOUNTANT ~~discussed~~FEES ~~above~~AND ~~were not reviewed, approved or ratified in accordance with any such policy.~~SERVICES

WePublic ~~have~~Accounting adopted a code of ethics which requires us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.Fees

InDuring ~~addition,~~the ~~our~~year ~~audit~~ended ~~committee~~December 31, ~~pursuant to a written charter that we have adopted~~2022, ~~is responsible for reviewing and approving related party transactions to~~ the ~~extent~~firm ~~that~~of weWithum ~~enter~~Smith+Brown ~~into~~PC, ~~such~~has ~~transactions.~~acted Anas ~~affirmative~~our ~~vote~~principal ofindependent aregistered ~~majority~~public ~~of the members of the audit~~accounting ~~committee~~firm. ~~present~~The atfollowing ~~a meeting at which a quorum~~ is ~~present will be required in order to approve~~ a ~~related~~summary ~~party transaction. A majority~~ of ~~the~~fees ~~members~~paid ofor ~~the~~to ~~entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will~~ be ~~required~~paid to ~~approve~~Withum aSmith+Brown, ~~related~~PC ~~party~~for ~~transaction.~~services ~~We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions~~rendered.

~~These~~Audit Fees. Audit fees consist of fees billed ~~procedures~~for professional services rendered for the audit of our year-end financial statements and services that are ~~intended~~normally toprovided ~~determine~~by ~~whether~~Withum Smith+Brown, ~~any~~PC ~~such~~in ~~related~~connection ~~party~~with ~~transaction~~regulatory ~~impairs~~filings. The aggregate fees billed by Withum Smith+Brown, PC for professional services rendered for the ~~independence~~audit of aour ~~director~~annual orfinancial ~~presents~~statements, ~~a conflict~~review of ~~interest~~the onfinancial information included in our Forms 10-Q for the ~~part~~respective periods, and other required filings with the SEC in the amount of a$77,185 ~~director~~and $89,095 ~~employee~~for orthe ~~officer~~year ended December 31, 2022 and for the year ended December 31, 2021, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

49Audit-Related Fees. We paid Withum Smith+Brown, PC $7,800 and $0 for consultations concerning financial accounting and reporting standards for the year ended December 31, 2022 and for the year ended December 31, 2021, respectively.

ToTax ~~further~~Fees. ~~minimize~~We ~~conflicts~~did ~~of interest, we have agreed~~ not topay ~~consummate~~Withum ~~an initial business combination with an entity that is affiliated with any of our sponsor~~Smith+Brown, ~~officers~~PC orfor ~~directors~~tax ~~unless~~planning ~~we,~~and ortax aadvice ~~committee~~for ofthe ~~independent~~year ~~directors,~~ended ~~have~~December obtained an opinion from independent investment banking firm that is a member of FINRA or from an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Furthermore31, no2022 ~~finder’s~~and fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers, for ~~services rendered to us prior to, or in connection with any services rendered in order to effectuate,~~ the ~~consummation~~year ofended ~~our~~December ~~initial business combination (regardless of the type of transaction that it is). However~~31, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of our IPO held in the trust account prior to the completion of our initial business combination:2021.

●All Other ~~Repayment~~Fees. ofWe updid tonot anpay ~~aggregate~~Withum ~~of $300~~Smith+Brown,~~000~~ inPC ~~loans~~for ~~made~~other toservices usfor bythe ~~our~~year ~~sponsor~~ended toDecember ~~cover~~31, ~~offering-related~~2022 and ~~organizational~~for ~~expenses;~~the year ended December 31, 2021.

~~● Payment to an affiliate~~ Pre-Approval of ~~our sponsor of $25,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support;~~Services

●Since our ~~Reimbursement~~audit ~~for~~committee ~~any~~had ~~out~~not yet been formed when the work commenced in 2021, the audit committee was not able to pre-approve all of~~-pocket~~ ~~expenses~~the foregoing ~~related~~services, although all such services were approved by our board of directors. All services subsequent to ~~identifying~~the formation of the audit committee have been approved by the audit committee, ~~investigating~~including the fees and ~~completing~~terms anthereof ~~initial~~(subject ~~business~~to ~~combination;~~the ~~and~~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).

● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $100,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender.46

~~Our~~part ~~audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.~~IV

~~Director~~ITEM ~~Independence~~15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

~~Nasdaq listing standards require that~~ (a) ~~majority~~The offollowing ~~our~~are ~~board~~filed ofwith ~~directors~~this ~~be independent. For a description of the director independence, see above Part III, Item 10 - Directors, Executive Officers and Corporate Governance.~~report:

(1)	The financial statements listed on the Financial Statements’ Table of Contents

(2)	Not applicable

~~ITEM 14.~~(b) ~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~Exhibits

~~Public~~The ~~Accounting~~following ~~Fees~~exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.

During the period from February 25, 2021 (inception) through December 31, 2021, the firm of Withum Smith+Brown PC, has acted as our principal independent registered public accounting firm. The following is a summary of fees paid or to be paid to Withum Smith+Brown, PC for services rendered.

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

3.3		Amended and Restated By Laws (incorporated by reference to Exhibit 3.2 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Registrant on October 4, 2021).

4.2		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1/A filed by the Registrant on October 4, 2021).

4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1/A filed by the Registrant on October 4, 2021).

4.4		Warrant Agreement, dated October 20, 2021, between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.1 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

4.5		Description of Securities (incorporated by reference to Exhibit 4.5 filed with the Annual Report on Form 10-K for the year ended December 31, 2021, filed by the Registrant on March 24, 2022).

10.1		Letter Agreement, dated October 20, 2021, among the Registrant and its officers and directors and NewHold Industrial Technology Holdings LLC II (incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

10.2		Letter Agreement, dated October 20, 2021, by and among the Company and each of the anchor investors of the Company party thereto (incorporated by reference to Exhibit 10.2 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

10.3		Promissory Note, dated March 15, 2021, issued to NewHold Industrial Technology Holdings LLC II (incorporated by reference to Exhibit 10.3 filed with the Form S-1/A filed by the Registrant on October 4, 2021).

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum Smith+Brown, PC in connection with regulatory filings. The aggregate fees billed by Withum Smith+Brown, PC for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods, the registration statement, the closing 8-K and other required filings with the SEC in the amount of $89,095 for the period from February 25, 2021 (inception) through December 31, 2021. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.47

Audit-Related Fees. We did not pay Withum Smith+Brown, PC for consultations concerning financial accounting and reporting standards for the year ended December 31, 2021 and for the period from February 25, 2021 (inception) through December 31, 2021.

10.4		Investment Management Trust Agreement, dated October 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.3 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

10.5		Registration Rights Agreement, dated October 20, 2021, by and among the Company and certain security holders of the Company (incorporated by reference to Exhibit 10.4 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

10.6		Subscription Agreement, dated February 25, 2021, between the Registrant and NewHold Industrial Technology Holdings LLC II (incorporated by reference to Exhibit 10.6 filed with the Form S-1/A filed by the Registrant on October 4, 2021).

10.7		Administrative Support Agreement, dated October 20, 2021, by and between the Company and NewHold Enterprises (Management) LLC (incorporated by reference to Exhibit 10.5 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

10.8		Indemnity Agreement, dated as of October 20, 2021, by and between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.6 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

10.9		Private Placement Warrants Subscription Agreement, dated October 20, 2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.7 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

10.10		Subscription Agreement, dated as of October 20, 2021, by and among the Company, the Sponsor and each of UBS O’Connor LLC and Magnetar Financial LLC (incorporated by reference to Exhibit 10.8 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

10.11		Subscription Agreement, dated as of October 20, 2021, by and among the Company, the Sponsor and each of UBS O’Connor LLC, Magnetar Financial LLC, and Kepos Capital LP (incorporated by reference to Exhibit 10.9 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

10.12		Subscription Agreement, dated as of October 20, 2021, by and among the Company, the Sponsor and each of certain anchor investors of the Company named therein (incorporated by reference to Exhibit 10.10 filed with the Current Report on Form 8-K filed by the Registrant on October 26, 2021).

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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)

~~Tax Fees.~~* WeFiled ~~did not pay Withum Smith+Brown, PC for tax planning and tax advice for the year ended December 31, 2021 and for the period from February 25, 2021 (inception) through December 31, 2021~~herewith.

~~All Other Fees. We did not pay Withum Smith+Brown, PC for other services for the year ended December 31, 2021 and for the period from February 25, 2021 (inception) through December 31, 2021.~~48

~~Pre-Approval of Services~~SIGNATURES

~~Since~~Pursuant ~~our~~to ~~audit~~the ~~committee~~requirements ~~had~~of ~~not~~Section ~~yet~~13 ~~been~~or ~~formed~~15(d) ~~when~~of the ~~work~~Exchange ~~commenced~~Act inof ~~2021~~1934, the ~~audit~~registrant ~~committee~~caused ~~was~~this ~~not~~report ~~able~~ to ~~pre-approve~~be ~~all~~signed ofon ~~the foregoing~~its ~~services, although all such services were approved~~ behalf by ~~our board of directors. All services subsequent to~~ the ~~formation~~undersigned, ofthereunto ~~the audit~~duly ~~committee have been approved by the audit committee~~authorized.

	NEWHOLD INVESTMENT CORP. II

Dated: March 28, 2023	By:	/s/ Kevin Charlton
	Name:	Kevin Charlton
	Title:	Chief Executive Officer

~~part~~Pursuant IVto the 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.

~~ITEM~~Pursuant ~~15.~~to ~~EXHIBITS~~the ~~AND~~requirements ~~FINANCIAL~~of ~~STATEMENT~~the ~~SCHEDULES~~Securities Act of 1933, this report has been signed below by the following persons in the capacities and on the dates indicated.

(a) The following are filed with this report:

Signature	Title	Date

/s/ Kevin Charlton	Chief Executive Officer	March 28, 2023
Kevin Charlton	(Principal Executive Officer)

/s/ Samy Hammad	Chief Financial Officer	March 28, 2023
Samy Hammad	(Principal Accounting and Financial Officer)

/s/ Thomas J. Sullivan	Chairman and Director	March 28, 2023
Thomas J. Sullivan

/s/ Charles Goldman	Vice Chairman and Director	March 28, 2023
Charles Goldman

/s/ Kathleen Harris	Director	March 28, 2023
Kathleen Harris

/s/ Brian Mathis	Director	March 28, 2023
Brian Mathis

/s/ Neil Glat	Director	March 28, 2023
Neil Glat

/s/ Suzy Taherian	Director	March 28, 2023
Suzy Taherian

/s/ Alicia Moy	Director	March 28, 2023
Alicia Moy

	(1)	The financial statements listed on the Financial Statements’ Table of Contents
	(2)	Not applicable

~~(b) Exhibits~~EXHIBIT INDEX

The following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.

Exhibit No.		Description

Filing Compare · NewHold Investment Corp. II