UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

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

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

For the transition period from _____________ to ________________

Commission file number: 001-40872

AVALON ACQUISITION INC.

(Exact name of registrant as specified in its charter)

Delaware		85-3451075
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2 Embarcadero Center, 8th Floor
San Francisco, CA		94111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(415) 423-0010

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001 per share and three-fourths one redeemable warrant	AVACU	The Nasdaq Stock Market LLC

Class A common stock, par value $0.0001 per share	AVAC	The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per whole share	AVACW	The Nasdaq Stock Market LLC

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

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

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

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

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

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

~~Indicate~~If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the ~~registrant~~financial isstatements aof ~~shell~~the ~~company~~registrant ~~(as~~included ~~defined~~ in ~~Rule~~the ~~12b-2~~filing ofreflect the correction ~~Exchange~~of ~~Act).~~an ~~Yes☒~~error Noto previously issued financial statements. ☐

~~As of~~Indicate ~~June~~by ~~30,~~check ~~2021,~~mark ~~the~~whether ~~last~~any ~~day~~ of ~~the Registrant’s most recently completed second fiscal quarter, the Registrant’s securities were~~those ~~not~~error ~~publicly~~corrections ~~traded.~~are ~~The~~restatements ~~registrant’s~~that ~~units~~required ~~began~~a ~~trading~~recovery onanalysis ~~the~~of ~~Nasdaq~~incentive-based ~~Global~~compensation ~~Market~~received onby ~~October~~any 6,of ~~2021, and~~ the registrant’s ~~Class~~ Aexecutive ~~common~~officers ~~stock~~during ~~public shares and public warrants commenced separate public trading on~~ the ~~Nasdaq~~relevant ~~Global~~recovery ~~Market~~period onpursuant ~~December~~to ~~3, 2021~~§240.010D-1(b). ☐

~~As of~~Indicate ~~March~~by ~~29,~~check ~~2022,~~mark ~~there~~whether ~~were~~the ~~20,855,250~~registrant is ~~shares~~a ofshell ~~Class~~company A(as ~~common~~defined ~~stock,~~in ~~par~~Rule ~~value~~12b-2 ~~$0.0001 per share, and 5,175,000 shares~~ of ~~Class~~the ~~B common~~Exchange ~~stock, par value $0~~Act).~~0001 per share, issued and outstanding.~~

Yes☒ No ☐

As of June 30, 2022, the aggregate market value of the Class A common stock held by non-affiliates of the registrant (based upon the closing sale prices of such shares on the Nasdaq Global Market on June 30, 2022) was approximately $208,344,000. For purposes of calculating the aggregate market value of Class A common stock held by non-affiliates, we have assumed that all outstanding Class A common stock are held by non-affiliates, except for the Class A common stock held by each of our executive officers and directors. We deemed our 5% or greater stockholders to be non-affiliates under our facts and circumstances which would indicate that such stockholders do not exercise any control over our company or hold 10% or more of our outstanding Class A common stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors, and 5% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our executive officers, directors, and principal stockholders is included in Part III, Item 12 of this Annual Report on Form 10-K.

As of February 23, 2023, there were 20,855,250 shares of Class A common stock, par value $0.0001 per share, and 5,175,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

AVALON ACQUISITION INC.

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

	Page
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS	iii
PART I	1
Item 1. Business	1
Item 1A. Risk Factors	24
Item 1B. Unresolved Staff Comments	6366
Item 2. Properties	6366
Item 3. Legal Proceedings	6366
Item 4. Mine Safety Disclosures	6366
PART II	6467
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6467
Item 6. [Reserved]	6568
Item 7. Management’s Discussion and Analysis of Financial Condition and Results Of Operations	65
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	68
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	6975
Item 8. Financial Statements and Supplementary Data	6975
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	69
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	75
Item 9A. Controls and Procedures	6975
Item 9B. Other Information	6976
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	6976
PART III	7077
Item 10. Directors, Executive Officers and Corporate Governance	7077
Item 11. Executive Compensation	8087
Item 12. Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	81
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	88
Item 13. Certain Relationships and Related Transactions, and Director Independence	8289
Item 14. Principal Accounting Fees and Services	84
Item 14. Principal Accountant Fees and Services	91
PART IV	8592
Item 15. Exhibits, Financial Statement Schedules	85
Item 15. Exhibits and Financial Statement Schedules	92
Item 16. Form 10-K Summary	8693
Signatures	8794

CERTAIN TERMS

● “common stock” are to our Class A common stock and our Class B common stock; ● “completion window” is the time period for which we have to complete a proposed business combination. If we are unable to complete our initial business combination within the 15 month period from the closing of our initial public offering, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account equaled to $0.10 per unit for each three-month extension . ● “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination, including but not limited to, a private placement of equity or debt; ● “founder shares” are to shares of our Class B common stock initially issued to our sponsor in a private placement prior to our initial public offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be “public shares”); ● “initial stockholders” are to holders of our founder shares prior to our initial public offering; ● “management” or “management team” are to our executive officers and directors; ● “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering; ● “public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); ● “public warrants” are to warrants sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market); ● “public stockholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public stockholder” will only exist with respect to such public shares; ● “certificate of incorporation” are to the amended and restated certificate of incorporation of our company, which has been in effect since the completion of our initial public offering; ● “representative shares” are to 155,250 shares of Class A common stock that were issued to the underwriter and/or its designees, upon the consummation of our initial public offering; ● “sponsor” are to Avalon Acquisition Holdings, LLC, a Delaware limited liability company, controlled by Donald H. Putnam and S. Craig Cognetti, and references to the experience of our sponsor include the experience of our officers and directors; and ● “we,” “us,” “company” or “Avalon” are to Avalon Acquisition Inc., a Delaware corporation.

Unless otherwise specified, all dollar amounts are expressed in United States Dollars.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K for the year ended December 31, 2022, 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, as amended, or the Exchange Act, which are subject to the “safe harbor” created by those sections, concerning our business, operations, and financial performance and condition as well as our plans, objectives, and expectations for business operations and financial performance and condition. 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:

	●	our ability to select an appropriate partner business or businesses;

	●	ability to complete our initial business combination;

	●	our expectations around the performance of a prospective partner business or businesses;

	●	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;

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

	●	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;

	●	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 “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws 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.

iii

part I

Item 1. Business.

Introduction

We are a blank check company incorporated on October 12, 2020 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to herein as our initial business combination. We ~~have initiated discussions with potential targets regarding entering into a business combination with us.~~ We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial business combination.

While we may pursue targets in in any industry, we are focused on sub-sectors of the financial services industry that are being transformed by new technology and demographic shifts. Many other industries have been transformed by technology – entertainment, telecommunications, retail, and web-based business services having led the pack – but financial services has been slow to adapt. In recent years the pace has quickened, in part because new entrants have carved out initial market share in lending, trading, payments, research, and ETFs, especially with new generations who have an aversion to traditional business formats.

Our team has decades of experience with the forces and actors who are reshaping financial services. We believe the disruption of financial services will accelerate under pressure from inexorable shifts in consumer preferences and the ever-escalating cost of legacy technology. We foresee that emerging companies will gain significant economic value at the expense of existing players, forcing today’s market share leaders to divest, reorganize, and acquire to survive.

Financial services, while ~~highly~~ highly regulated, is more dynamic and competitive than many regulated industries, perhaps because there are so many overlapping regulatory authorities. Understanding regulatory issues is a strength of our team and is crucial to assessing the opportunities and barriers of target companies. Likewise, our team has decades of experience with C-suite executives in financial services and their strategies. Beyond the value of these contacts in deal sourcing and underwriting, our team is able to advise target companies on strategic organizational and financial matters.

It is our view that the successful businesses for the decades to come will be characterized by swift top-line growth, powerful strategic vision, strong management team, and enduring competitive edge delivered through technology and non-traditional business models. While we view the potential for significant profits as essential, we recognize that during periods of great opportunity, it may be wise to defer cash flow in favor of market share and revenue growth.

WeProposed ~~are~~Business ~~proactively~~Combination ~~sourcing~~with ~~targets through~~The ~~our team’s networks and will attempt to underwrite the best of them in a thorough due diligence process. Our team has decades~~Beneficient ofCompany ~~experience in underwriting~~Group, ~~deal making, deal finance, deal documentation, closing, and post-closing investor communications~~L. ~~We believe our team’s work will catalyze the growth potential of targets and promote attractive returns to our stockholders~~P.

On September 21, 2022, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with The Beneficient Company Group, L.P. and certain other affiliated entities (some to be formed), pursuant to which, among other things, we will merge with and into a newly formed subsidiary and we will be renamed “Beneficient.” Refer to Note 1 – Description of Organization and Business Operations to our financial statements included elsewhere in this Annual Report for additional information regarding our proposed business combination with The Beneficient Company Group, L.P.

~~Initial Public Offering~~1

OnBusiness October 8, 2021, we consummated the Initial Public Offering of 20,700,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by our underwriter of the over-allotment option to purchase an additional 2,700,000 Units, at $10.00 per Unit, generating gross proceeds of $207,000,000. Each Unit consisted of one share of the Company’s Class A common stock and three-fourths of one redeemable warrant to purchase one share of Class A Common Stock at an exercise price of $11.50 per share.Strategy

~~Simultaneously~~We ~~with~~are ~~the~~a ~~closing~~blank check company ofincorporated ~~the~~as ~~Initial~~a ~~Public~~Delaware ~~Offering,~~corporation weand ~~consummated~~formed for the ~~sale~~purpose of 8effecting a merger,~~100~~ share exchange,~~000~~ ~~warrants~~asset ~~(each~~acquisition, ashare purchase, ~~“Private~~reorganization ~~Placement~~or ~~Warrant”~~similar ~~and,~~business ~~collectively~~combination with one or more businesses or entities, which we refer to as our initial ~~the~~business ~~“Private~~combination. ~~Placement~~We ~~Warrants”)~~have atinitiated discussions with potential targets regarding entering into a ~~price~~business ofcombination $1with us.00 ~~per~~While ~~Private~~we ~~Placement~~may ~~Warrant~~pursue an initial business combination target in aany ~~private~~industry ~~placement~~or togeographic location, we are focusing our ~~sponsor,~~search ~~generating~~on ~~gross~~financial ~~proceeds~~services sectors that are undergoing radical change as a result of $8demographic shifts,~~100~~ changing consumer preferences,~~000~~ technological disruption, and other innovative forces.

~~Effective~~Many industries have been transformed by technology – entertainment, telecommunications, retail, and web-based services having led the pack – but financial services sector has been slow to adapt. According to Microsoft, by 2025, as many as 95 percent of ~~October~~all 5customer interactions may be through channels supported by artificial intelligence (AI) technology. Artificial intelligence, ~~2021~~machine learning, and cloud ~~the~~computing ~~following~~are ~~individuals~~having ~~were~~a ~~appointed~~profound impact on how financial products are manufactured, managed and delivered to clients. These technologies are increasingly part of non-core functions, trading, compliance, risk management, accounting etc. In recent years we believe that the ~~board~~pace of ~~directors~~technological change has picked up, in part because key elements of the ~~Company:~~financial ~~Steven~~services ~~Gluckstern~~supply chain have been gutted (trading, ~~John~~research, L.active ~~Klinck~~portfolio ~~Jr.~~management, etc.) and ~~Douglas~~in part because new generations have an aversion to traditional business Cformats. ~~Mangini.~~

On October 5, 2021, in connection with the Initial Public Offering, we filed our Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Delaware Secretary of State. The terms of the Restated Certificate are set forth in the Registration Statement and are incorporated herein by reference. On the same day, we also adopted our Amended and Restated Bylaws (the “Bylaws”).2

WeOur ~~must~~team ~~complete~~has ~~our~~experience ~~initial~~with and ~~business~~focuses ~~combination~~primarily byon ~~January~~companies 8,within ~~2023 (15 months from~~ the ~~closing~~following ofsectors ~~our~~that ~~initial~~are ~~public~~using ~~offering).~~technology Ifand weinnovation ~~are unable~~ to ~~complete~~disrupt ~~our initial business combination within~~ the 15market ~~month~~and ~~period from the closing of our initial public offering, we may, by resolution of our~~technology ~~board~~companies ifserving ~~requested~~these by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 21 months to complete a business combination), subject to our sponsor depositing additional funds into the trust account equaled to $0.10 per unit for each threesub-~~month extension.~~sectors:

~~Our~~Traditional ~~units,~~& Alternative ~~shares~~Asset ofManagement ~~Class~~– ~~A common~~According ~~stock,~~to ~~and~~Boston ~~public~~Consulting ~~warrants~~Group, ~~are~~the ~~each~~global ~~traded~~asset onmanagement ~~the~~industry ~~Nasdaq~~grew ~~Global~~to ~~Market~~$112 trillion in assets under ~~the~~management ~~symbols~~in ~~“AVACU~~2021,” ~~“AVAC,” and~~up ~~“AVACW,”~~12% ~~respectively.~~from ~~Our~~$100 ~~units~~trillion ~~commenced~~in ~~public~~2020. ~~trading~~Technology onis ~~October~~reshaping 6,how ~~2021~~products are created, managed and ~~our~~delivered. Companies ~~shares~~are ofunder ~~Class~~pressure Ato ~~common~~consolidate ~~stock~~for scale and increase the use of technology to protect historically strong margins. An asset ~~public~~management ~~warrants~~platform ~~commenced~~with ~~separate~~an ~~public~~aggressive ~~trading~~technology strategy would be well-positioned to capitalize on ~~December~~the 3,sector ~~2021~~consolidation.

~~Business~~Wealth ~~Strategy~~Management & Financial Wellness Tools – Technology is reshaping the supply chain from financial market to families. More and more, clients seek better alignment, instantaneous & mobile communication, and low cost or free access to markets.

We Millennials are adriving ~~blank~~technological ~~check~~change ~~company~~in ~~incorporated as a Delaware corporation and formed for~~ the ~~purpose~~way ofadvisors ~~effecting~~connect awith ~~merger~~clients, ~~share~~how ~~exchange,~~accounts ~~asset~~are ~~acquisition~~managed, ~~share~~and ~~purchase,~~how ~~reorganization or~~risks ~~similar~~and ~~business~~taxes ~~combination~~are handled. ~~with~~There ~~one~~is or more ~~businesses~~demand orfor ~~entities,~~liability ~~which~~management ~~we refer to~~ as ~~our~~part ~~initial~~of ~~business~~the ~~combination~~financial advice. We ~~have initiated~~are ~~discussions~~well ~~with~~positioned ~~potential~~to ~~targets~~identify ~~regarding~~companies that ~~entering~~are ~~into~~able ato ~~business~~meet ~~combination~~the ~~with~~challenges, ~~us.~~either ~~While~~new weplayers ~~may~~with ~~pursue~~ an ~~initial~~enduring ~~business combination~~edge ~~target~~ in ~~any~~technology ~~industry~~ or ~~geographic location~~marketing/pricing, weor ~~are focusing our search on financial services sectors that are undergoing~~traditional ~~radical~~companies ~~change~~able asto aconsolidate ~~result~~this offragmented ~~demographic shifts, changing consumer preferences, technological disruption, and other innovative forces~~sub-sector.

~~Many~~Consumer-Facing Companies ~~industries~~Reinventing ~~have~~the ~~been~~Supply ~~transformed by~~Chain ~~technology~~ – ~~entertainment,~~Younger ~~telecommunications,~~generations ~~retail,~~expect ~~and~~virtual ~~web-based~~interfaces ~~services~~and ~~having~~are ~~led~~now ~~the~~starting ~~pack – but financial services~~the ~~sector~~wealth ~~has~~accumulation ~~been~~phase ~~slow~~of ~~to adapt~~life. ~~According~~It tois ~~Microsoft,~~estimated bythat ~~2025,~~approximately as60% ~~many as 95 percent~~ of ~~all~~consumers ~~customer~~want ~~interactions~~to ~~may~~transact bewith ~~through~~financial ~~channels~~institutions ~~supported~~that byprovide ~~artificial~~a ~~intelligence~~single ~~(AI) technology. Artificial intelligence~~platform, ~~machine~~such ~~learning,~~as ~~and~~social ~~cloud~~media ~~computing~~or ~~are~~mobile ~~having~~banking ~~a profound impact on how financial products are manufactured, managed and delivered to clients~~apps. ~~These~~Millennials ~~technologies~~ are ~~increasingly~~driving ~~part of non-core functions, trading, compliance, risk management, accounting etc. In recent years we believe that~~ the ~~pace~~growth of ~~technological~~digital ~~change has~~banks ~~picked~~–seven ~~up,~~of inwhich ~~part~~are ~~because~~believed ~~key~~to ~~elements~~have ofalready ~~the~~surpassed ~~financial~~one ~~services~~million ~~supply~~accounts ~~chain~~– ~~have~~robo-advisors ~~been~~and ~~gutted~~other ~~(trading,~~personal ~~research, active portfolio~~finance ~~management, etc~~apps.) ~~and~~Personal inbudgeting ~~part~~apps ~~because~~get ~~new~~approximately ~~generations~~70% ~~have~~of antheir ~~aversion~~user tobase ~~traditional~~from ~~business~~the ~~formats~~millennial generation.

2Specialty & Peer to Peer Lending – Peer-to-peer lending disrupted the traditional banking model with direct access to investment opportunities at higher yields for investors and access to lower cost loans for borrowers. We believe this led to multiple platforms addressing different parts of the markets as well as tools and technology to service this new industry. The industry will continue to grow with the biggest platforms expanding the breadth of products and services.

~~Our~~Alternative ~~team~~Data and Information Services – The growth of technology has ~~experience~~led ~~with~~to ~~and focuses~~alternative ~~primarily~~forms onof ~~companies~~data ~~within~~used in the ~~following~~investment ~~sectors~~and ~~that~~underwriting ~~are~~processes ~~using~~ranging from ~~technology~~social media and ~~innovation~~consumer data to ~~disrupt~~satellite imaging. According to Grand View Research, the global alternative data market ~~and~~size ~~technology~~was ~~companies~~valued ~~serving~~at ~~these~~$4.45 ~~sub~~billion in 2022 and has an expected CAGR from 2023-~~sectors:~~2030 of 52.1%. More than half of hedge fund managers are using alternative data.

~~Traditional~~ESG &Data, ~~Alternative~~ Analytics ~~Asset~~and ~~Management~~Platforms – ~~According~~Consumers toare ~~Boston~~demanding ~~Consulting~~environmental ~~Group,~~social ~~the~~and ~~global~~governance ~~asset~~(ESG) ~~management~~compliance ~~industry~~in ~~grew~~their portfolio and sustainability compliance across many consumer purchases. According to ~~$103~~PwC, ~~trillion~~asset managers globally are expected to increase in their ~~assets~~ESG-related ~~under~~AuM ~~management~~to in$33.9 ~~2020~~trillion by 2026, up ~~11%~~ from $9218.74 trillion in ~~2019~~2021. ~~Technology~~ESG isassets ~~reshaping~~are ~~how~~on ~~products~~pace ~~are~~to ~~created,~~constitute ~~managed and delivered~~21.5% ~~Companies~~of ~~are~~total global ~~under~~AuM ~~pressure~~in toless ~~consolidate~~than ~~for~~5 ~~scale~~years. ~~and~~We ~~increase~~believe ~~the~~this ~~use~~is ofcreating ~~technology~~demands tofor ~~protect~~new ~~historically~~sets ~~strong~~of ~~margins. An~~data, ~~asset~~new ~~management~~scoring ~~platform~~and ~~with~~compliance antools, ~~aggressive~~and ~~technology~~new investment ~~strategy~~markets, ~~would~~such beas ~~well-positioned~~clean toenergy, ~~capitalize~~carbon oncredits ~~the~~and ~~sector~~other ~~consolidation~~sustainable products.

~~Wealth~~Private Market ~~Management~~Data &and ~~Financial~~Platforms ~~Wellness~~– ~~Tools~~Private –markets ~~Technology~~have isgrown ~~reshaping~~significantly ~~the~~as ~~supply~~investors ~~chain~~look ~~from~~for ~~financial~~diversification ~~market~~in totheir ~~families~~portfolios. ~~More~~Firms ~~and~~that ~~more,~~started ~~clients~~out ~~seek~~providing ~~better~~liquidity ~~alignment,~~to ~~instantaneous~~employees &of ~~mobile~~tech ~~communication~~unicorns, ~~and~~or ~~low~~peer ~~cost~~to orpeer ~~free~~investment ~~access~~opportunities, are evolving to marketplaces for investors. These markets are increasingly using technology to provide more transparency, standardization and liquidity to investors.

~~Millennials~~InsurTech ~~are~~– ~~driving~~Insurance ~~technological~~companies ~~change~~have inbeen ~~the~~amongst ~~way~~slowest ~~advisors~~adopters ~~connect~~of ~~with~~new ~~clients,~~technology. ~~how~~This ~~accounts~~has ~~are~~increased ~~managed,~~in ~~and~~recent ~~how~~years ~~risks~~as ~~and taxes are~~more ~~handled.~~direct ~~There~~to isconsumer ~~more~~platforms ~~demand~~have ~~for~~focused ~~liability~~on ~~management~~different astypes ~~part~~ of ~~the~~insurance. ~~financial~~Technology ~~advice.~~will Wechange ~~are~~the ~~well~~entire ~~positioned~~supply tochain ~~identify~~and ~~companies~~underwriting ~~that~~process. ~~are~~We ~~able~~believe tothat ~~meet~~there ~~the~~will ~~challenges,~~be ~~either~~more ~~new~~direct ~~players~~to ~~with~~consumer anopportunities, ~~enduring~~better ~~edge~~products infor ~~technology~~advisors orand ~~marketing/pricing,~~a ormore ~~traditional~~robust underwriting ~~companies~~process ~~able~~delivered toby ~~consolidate~~artificial ~~this~~intelligence ~~fragmented~~and ~~sub-sector~~machine learning.

Consumer-Facing Companies Reinventing the Supply Chain – Younger generations expect virtual interfaces and are now starting the wealth accumulation phase of life. It is estimated that approximately 60% of consumers want to transact with financial institutions that provide a single platform, such as social media or mobile banking apps. Millennials are driving the growth of digital banks –seven of which are believed to have already surpassed one million accounts – robo-advisors and other personal finance apps. Personal budgeting apps get approximately 70% of their user base from the millennial generation.3

~~Specialty~~Financial &Management ~~Peer~~Systems ~~to Peer Lending~~ – ~~Peer-to-peer~~Technological ~~lending~~change ~~disrupted~~is reshaping the ~~traditional~~supply ~~banking~~chains ~~model~~that ~~with~~underpin ~~direct~~financial ~~access~~services. toLegacy ~~investment~~systems ~~opportunities at higher yields for investors~~ and ~~access~~legacy tomethods ~~lower~~impair ~~cost~~the ~~loans~~ability ~~for borrowers. We believe this led~~ to ~~multiple~~meet ~~platforms addressing~~new ~~different parts of the~~ markets. asThis ~~well~~has asfueled ~~tools~~increased ~~and~~investment ~~technology~~into ~~to service this~~ new ~~industry.~~fintech ~~The~~companies ~~industry~~that cover ~~will~~non-core ~~continue to~~functions, ~~grow~~such ~~with~~as ~~the~~payroll, ~~biggest~~expenses ~~platforms~~tracking, ~~expanding~~trade ~~the~~settlement ~~breadth~~and ofcustody, ~~products~~accounting, ~~and~~trading, ~~services~~etc.

~~Alternative~~Payments ~~Data and Information~~– ~~Services~~Non-cash –payments ~~The~~are ~~growth~~changing ofthe ~~technology~~financial ~~has~~services ~~led~~landscape. toThere ~~alternative~~are ~~forms~~estimates ofthat ~~data~~the ~~used~~use inof ~~the~~mobile ~~investment~~payments ~~and~~is ~~underwriting~~set ~~processes~~to ~~ranging~~continue ~~from~~its ~~social~~rise ~~media~~with ~~and~~a ~~consumer~~compound ~~data~~annual togrowth ~~satellite~~rate ~~imaging.~~of ~~According~~24% tobetween ~~Grand~~2021 ~~View~~and ~~Research~~2025, ~~the~~forecasting ~~global~~a ~~alternative~~large ~~data~~increase ~~market~~from ~~size was valued at~~ $1.724 ~~billion~~trillion in 2020 ~~and has an expected CAGR from 2021-2028 of 58~~.~~5%.~~ ~~More~~This creates ~~than~~opportunity ~~half~~for ofinnovation ~~hedge~~in ~~fund~~platforms, ~~managers~~currencies, ~~are~~tools, ~~using alternative~~ data, and lending.

~~ESG~~We ~~Data,~~believe ~~Analytics and~~that ~~Platforms~~emerging –companies will ~~Consumers~~gain ~~are~~significant ~~demanding~~economic ~~environmental~~value ~~social~~at ~~and~~the ~~governance~~expense ~~(ESG)~~of ~~compliance~~existing inplayers, ~~their portfolio~~ and ~~sustainability compliance~~existing ~~across~~players ~~many~~will ~~consumer~~divest ~~purchases.~~and ~~According~~reorganize to ~~Morningstar, funds focused on ESG have grown to $3~~survive.9 ~~trillion in Q3 2021. The~~Financial ~~number~~services, ofwhile ~~sustainable~~highly ~~funds~~regulated, ~~captured~~is inmore ~~Morningstar’s~~dynamic ~~global~~and ~~sustainable~~competitive ~~universe~~than ~~has~~other ~~grown~~regulated byindustries, ~~more~~perhaps ~~than~~because ~~51%~~there ~~over~~are ~~the~~many ~~third quarter~~overlapping ~~2021,~~regulatory ~~reaching~~authorities ~~7,486~~and ~~funds~~no atglobal ~~the~~regulatory ~~end of September 2021~~framework. WeUnderstanding ~~believe~~regulatory ~~this~~issues is ~~creating~~a ~~demands~~particular ~~for~~strength ~~new sets~~ of ~~data,~~our ~~new~~team ~~scoring~~ and ~~compliance~~will ~~tools,~~be ~~and~~crucial ~~new~~to ~~investment~~assessing ~~markets,~~the ~~such~~opportunities ~~as clean energy, carbon credits~~ and ~~other~~barriers ~~sustainable~~at ~~products~~target companies.

~~Private~~Our business strategy is ~~Market~~to ~~Data~~leverage ~~and~~our ~~Platforms~~backgrounds, –relationships ~~Private~~and ~~markets~~contacts ~~have~~to ~~grown~~identify, ~~significantly~~evaluate asand ~~investors~~complete ~~look~~an ~~for~~initial ~~diversification~~business incombination ~~their~~with ~~portfolios.~~a ~~Firms~~company that ~~started~~we ~~out~~believe ~~providing~~exhibits ~~liquidity~~unrecognized tovalue, ~~employees~~including ofas ~~tech~~a ~~unicorns,~~platform orfor ~~peer~~consolidation. toWe ~~peer~~believe ~~investment~~that ~~opportunities,~~our extensive ~~are~~experience ~~evolving~~in toboth ~~marketplaces~~investing ~~for~~and ~~investors.~~operating ~~These~~businesses ~~markets~~in ~~are~~this ~~increasingly~~industry ~~using~~has ~~technology~~culminated toin ~~provide~~a ~~more~~unique ~~transparency,~~set ~~standardization~~of capabilities that will ~~and~~be ~~liquidity~~utilized toin ~~investors~~generating stockholder returns.

~~InsurTech~~Over the course of their –careers ~~Insurance~~managing, ~~companies~~advising ~~have~~and ~~been~~investing ~~amongst~~in ~~slowest~~financial ~~adopters~~services companies, members of ~~new~~our ~~technology.~~team ~~This~~have ~~has~~developed ~~increased~~an inextensive ~~recent~~network of ~~years~~contacts asand ~~more direct~~relationships towhich ~~consumer~~we ~~platforms~~believe ~~have~~provides ~~focused~~us onwith ~~different~~a ~~types~~substantial source of ~~insurance~~acquisition opportunities. ~~Technology~~In ~~will~~addition to ~~change~~any ~~the~~potential ~~entire~~business ~~supply~~candidates ~~chain~~we ~~and underwriting~~may ~~process.~~identify Weon ~~believe~~our own, we anticipate that ~~there~~other target business candidates will be ~~more~~brought to ~~direct~~our toattention ~~consumer~~from ~~opportunities~~various unaffiliated sources, ~~better~~including ~~products~~investment ~~for~~market ~~advisors~~participants, ~~and~~private ~~a more~~equity ~~robust~~funds ~~underwriting~~and ~~process~~large ~~delivered~~business enterprises byseeking ~~artificial~~to ~~intelligence~~divest ~~and~~non-core ~~machine~~assets ~~learning~~or divisions.

3Our Acquisition Criteria

~~Financial Management~~It ~~Systems~~is –our ~~Technological~~view ~~change~~that isthe successful ~~reshaping~~businesses for the ~~supply~~next ~~chains~~decade ~~that~~will ~~underpin~~be ~~financial~~characterized ~~services.~~by ~~Legacy~~recent ~~systems~~top-line growth, powerful strategic vision, strong management team, and ~~legacy~~enduring ~~methods~~competitive ~~impair~~edge ~~the~~delivered ~~ability~~through totechnology ~~meet~~or ~~new~~an ~~markets~~innovative non-traditional business model. ~~This~~We ~~has~~view ~~fueled~~the ~~increased~~potential for ~~investment~~significant ~~into~~profits ~~new~~as ~~fintech~~essential, ~~companies~~while recognizing that ~~cover~~ ~~non-core~~market ~~functions,~~share ~~such~~and asrevenue ~~payroll,~~growth ~~expenses~~may ~~tracking,~~impinge ~~trade~~upon ~~settlement~~cash ~~and~~flow ~~custody,~~during periods ~~accounting,~~of ~~trading,~~great ~~etc~~opportunity.

~~Payments –~~The ~~Non-cash~~attractive ~~payments~~characteristics of ~~are changing~~ the financial services ~~landscape.~~industry ~~There~~include ~~are~~large ~~estimates~~industry ~~that~~with ~~the~~attractive ~~use~~long-term ofgrowth, ~~mobile~~high ~~payments is~~margins, ~~set~~recurring revenue, high barriers to ~~continue~~entry ~~its~~and ~~rise~~high ~~with~~returns aon ~~compound~~equity. ~~annual~~Recent ~~growth~~challenges ~~rate~~in ~~of 30%~~the ~~between~~environment ~~2022~~(regulatory, demographic, and ~~2032,~~technological) and toin ~~pass~~the ~~$590~~competitive ~~billion~~landscape by(the ~~2032. This~~rapid ~~creates~~growth ~~opportunity~~of ~~for~~new ~~innovation~~challengers) will divide the industry into the next decade’s losers inand ~~platforms,~~winners. ~~currencies,~~The ~~tools,~~losers ~~data~~tend to have large market share, but not all market share holders are laggards and ~~lending~~many of the next-decade winners are only a decade old.

~~We believe~~Consistent ~~that~~with ~~emerging~~our ~~companies~~business strategy ~~will~~and ~~gain~~decades ~~significant~~of ~~economic~~operating ~~value~~and atinvesting ~~the expense of existing players~~experience, ~~and~~we ~~existing~~have ~~players will~~identified ~~divest~~general criteria and ~~reorganize~~guidelines to ~~survive.~~evaluate ~~Financial~~prospective target ~~services,~~businesses. ~~while~~We ~~highly~~use ~~regulated,~~these iscriteria ~~more dynamic~~ and ~~competitive~~guidelines ~~than~~in ~~other regulated~~evaluating ~~industries~~acquisition opportunities, ~~perhaps~~but ~~because~~we ~~there~~may ~~are~~decide ~~many~~to ~~overlapping~~enter ~~regulatory~~into our ~~authorities~~initial ~~and~~business nocombination ~~global~~with ~~regulatory framework. Understanding regulatory issues is~~ a ~~particular~~target ~~strength~~business ofthat ~~our~~does ~~team,~~not ~~and~~meet ~~will~~these becriteria ~~crucial to assessing the opportunities~~ and ~~barriers at target companies.~~guidelines:

Our business strategy is to leverage our backgrounds, relationships and contacts to identify, evaluate and complete an initial business combination with a company that we believe exhibits unrecognized value, including as a platform for consolidation. We believe that our extensive experience in both investing and operating businesses in this industry has culminated in a unique set of capabilities that will be utilized in generating stockholder returns.4

~~Over the~~● ~~course~~Fundamentally ofsound ~~their careers managing, advising~~ and ~~investing~~could inbenefit ~~financial~~from ~~services~~being ~~companies, members of our team have developed an extensive network of contacts and relationships which we believe provides us with~~ a ~~substantial~~publicly ~~source~~traded of acquisition opportunities. In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.company;

~~Our Acquisition~~● ~~Criteria~~Strong, experienced management team in place, or representing a platform to assemble an effective management team with a track record of driving innovation, growth and profitability;

~~It is~~● ~~our~~Leading ~~view that the successful businesses for the next decade will be characterized by recent top-line growth, powerful strategic vision, strong management team, and enduring competitive~~ edge ~~delivered through~~ technology, ~~or an~~ innovative ~~non-traditional~~ business ~~model.~~ Westrategy ~~view~~or ~~the~~differentiated ~~potential~~products ~~for~~and ~~significant~~services ~~profits as essential, while recognizing~~ that ~~market~~create ~~share~~a ~~and~~sustainable ~~revenue~~competitive ~~growth may impinge upon cash flow during periods of great opportunity.~~advantage;

~~The attractive~~● ~~characteristics~~Strong ofcustomer ~~the financial services industry include large industry with attractive long-term growth, high margins, recurring revenue, high barriers to entry~~ and ~~high~~brand ~~returns~~loyalty ondemonstrated ~~equity.~~by ~~Recent~~repeat ~~challenges~~clients ~~in the environment (regulatory, demographic,~~ and ~~technological)~~recurring and in the competitive landscape (the rapid growth of new challengers) will divide the industry into the next decade’s losers and winners. The losers tend to have large market share, but not all market share holders are laggards and many of the next-decade winners are only a decade old.revenue;

~~Consistent~~● ~~with~~Poised ~~our~~for ~~business~~significant ~~strategy and~~revenue ~~decades of operating~~ and ~~investing~~profitability ~~experience,~~growth wethrough ~~have~~execution ~~identified~~of ~~general~~its ~~criteria~~business ~~and~~plan ~~guidelines to evaluate prospective target businesses. We use these criteria~~ and ~~guidelines~~application inof ~~evaluating~~innovative ~~acquisition~~technology ~~opportunities,~~or ~~but~~potential wefor ~~may~~inorganic ~~decide~~growth tothrough ~~enter~~transformative ~~into~~acquisitions ~~our~~and ~~initial business combination with~~ a ~~target~~sustainable ~~business~~M&A ~~that does not meet these criteria and guidelines:~~strategy;

4● If an earlier-stage company, exhibits the potential to change the industries in which it participates, and offers the potential of sustained high levels of revenue growth with an articulated path to profitability; or

● ~~Fundamentally~~Unrecognized ~~sound~~value ~~and~~that ~~could~~can ~~benefit~~be ~~from~~unlocked ~~being~~through a ~~publicly~~partnership ~~traded~~with ~~company;~~our team and network.

●All ~~Strong~~of these positive criteria can be offset by business risks. We will undertake detailed due diligence investigation of potential candidates. In addition, ~~experienced~~we will ~~management~~seek ~~team~~to insatisfy ~~place~~ourselves, orwith ~~representing~~the aaid ~~platform~~of tooutside ~~assemble~~advisors, anthat ~~effective~~the ~~management~~target ~~team~~business ~~with~~unit will benefit from a ~~track~~combination, and ~~record~~is ofprepared ~~driving~~for ~~innovation,~~the ~~growth~~challenges of public listing and ~~profitability;~~can benefit from access to broader capital markets.

●Likewise, ~~Leading~~our ~~edge~~team ~~technology,~~has ~~innovative~~decades of ~~business~~experience ~~strategy~~with orC-suite ~~differentiated~~executives ~~products~~in ~~and~~financial services ~~that~~and ~~create~~the astrategies ~~sustainable~~they ~~competitive~~have ~~advantage;~~implemented. We seek to effectively employ our team’s industry skills and experience as well as their extensive personal network to add substantial value to any acquired company. We anticipate offering the following benefits to our business combination partner:

● ~~Strong~~Appropriate ~~customer~~long-term ~~and~~equity ~~brand loyalty demonstrated by repeat clients and recurring revenue~~architecture;

● ~~Poised~~Advice ~~for~~on ~~significant~~corporate ~~revenue~~governance ~~and~~structures ~~profitability~~as ~~growth~~the ~~through~~company ~~execution~~transforms ofto ~~its business plan and application of innovative technology or potential for inorganic growth through transformative acquisitions and~~ a ~~sustainable~~public ~~M&A strategy~~company;

● IfPotential anfor ~~earlier-stage~~our ~~company,~~team ~~exhibits the potential~~ to ~~change~~retain ~~the~~board ~~industries~~positions ~~in which it participates,~~ and ~~offers~~provide ~~the~~on-going ~~potential~~advice ofon ~~sustained~~strategic, ~~high~~financial ~~levels~~and ofoperational ~~revenue growth with an articulated path to profitability~~matters; or

● ~~Unrecognized~~Access ~~value~~to ~~that~~our ~~can~~network befor ~~unlocked~~additional ~~through~~executive asupport ~~partnership~~or ~~with~~to ~~our~~fill-out ~~team~~the ~~and~~management ~~network.~~team;

~~All of~~● ~~these~~Support ~~positive~~for ~~criteria~~M&A ~~can be offset by business risks. We will undertake detailed due diligence investigation of potential candidates. In addition~~activities, wecapital ~~will~~raising ~~seek to satisfy ourselves, with the aid of outside advisors, that the target business unit will benefit from a combination,~~ and isfinancial ~~prepared for the challenges of public listing and can benefit from access to broader capital markets.~~structuring;

~~Likewise, our~~● ~~team~~Increased ~~has~~company ~~decades~~profile ~~of experience with C-suite executives in financial services~~ and ~~the~~improved ~~strategies~~credibility ~~they~~with ~~have~~investors, ~~implemented.~~customers, ~~We seek~~suppliers ~~to effectively employ our team’s industry skills~~ and ~~experience~~other askey ~~well as their extensive personal network to add substantial value to any acquired company. We anticipate offering the following benefits to our business combination partner:~~stakeholders;

● ~~Appropriate~~Higher ~~long~~level of engagement with core, relevant, fundamental investors as anchor stockholders than what a traditional IPO book-~~term~~building ~~equity~~process ~~architecture~~offers;

● ~~Advice~~Lower onrisk ~~corporate~~and ~~governance~~expedited ~~structures~~path ~~as the company transforms~~ to a public ~~company~~listing with flexible structuring;

● ~~Potential~~Infusion ~~for~~of ~~our~~cash ~~team to retain board positions~~ and ~~provide~~ongoing ~~on-going~~access ~~advice~~to onpublic ~~strategic,~~capital ~~financial and operational matters~~markets;

● ~~Access~~Listed topublic ~~our~~currency ~~network~~ for ~~additional~~future ~~executive~~acquisitions ~~support~~and ~~or to fill-out the management team~~growth;

● ~~Support~~Ability for ~~M&A~~management ~~activities,~~team ~~capital~~to ~~raising~~retain control and ~~financial~~focus ~~structuring~~on growing the business; and

● ~~Increased~~Opportunity ~~company~~to ~~profile~~motivate and ~~improved~~retain ~~credibility~~employees ~~with~~using ~~investors,~~stock-based ~~customers, suppliers and other key stakeholders;~~compensation.

●These ~~Higher~~criteria ~~level~~are not intended to be exhaustive. Any evaluation relating to the merits of ~~engagement~~a ~~with~~particular ~~core~~initial business combination may be based, to the extent relevant, ~~fundamental~~on ~~investors~~these general guidelines as ~~anchor~~well ~~stockholders~~as ~~than~~other ~~what~~considerations, factors, and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a ~~traditional~~target ~~IPO~~business ~~book-building~~that ~~process~~does ~~offers;~~not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed herein, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.

~~● Lower risk and expedited path to a public listing with flexible structuring;~~5

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

●Our ~~Listed~~Competitive ~~public currency for future acquisitions and growth;~~Advantage

●Our ~~Ability~~team ~~for~~is ~~management~~spearheaded by ~~team~~our toExecutive ~~retain~~Chairman, ~~control~~Donald H. Putnam, our Chief Executive Officer, S. Craig Cognetti, and ~~focus~~our onPresident, ~~growing~~John Griff. Mr. Putnam has over 40 years of experience in the ~~business;~~financial services industry, including investment banking, private investments, and M&A advisory, founding Grail Partners LLC in 2005 and Putnam Lovell Securities in 1987 prior to its sale to National Bank of Canada in 2002. Mr. Cognetti has over 20 years of experience in financial services. Mr. Cognetti joined Grail Partners LLC in 2006 and has led M&A assignments and Grail Partners’ investing activities. Mr. Cognetti was previously involved in corporate M&A and private equity investing at Mellon Financial. Mr. Griff has had a 40-year career in financial services that spanned capital markets, investment banking and asset management at firms including Gleacher & Company, LNR Property Corporation, Putnam Lovell Securities and HSBC Securities (USA), Inc.

●Our ~~Opportunity~~team tohas ~~motivate~~decades of experience with the forces and ~~retain~~actors ~~employees~~who ~~using~~are ~~stock~~reshaping financial services. We believe the disruption of financial services will accelerate under pressure from inexorable shifts in consumer preferences and the ever-~~based~~escalating ~~compensation~~cost of legacy technology. We foresee that emerging companies will gain significant economic value at the expense of existing players, forcing today’s market share leaders to divest, reorganize, and acquire to survive.

~~These criteria~~Financial ~~are~~services, ~~not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination~~while ~~may~~highly ~~be based~~regulated, tois ~~the~~more ~~extent~~dynamic ~~relevant,~~and oncompetitive ~~these~~than ~~general~~many ~~guidelines~~regulated asindustries, ~~well~~perhaps asbecause ~~other~~there ~~considerations,~~are ~~factors,~~so ~~and~~many ~~criteria that~~overlapping ~~our~~regulatory ~~management~~authorities. ~~may~~We ~~deem~~believe ~~relevant.~~that Inunderstanding ~~the~~and ~~event~~managing ~~that~~regulatory weissues ~~decide~~is toa ~~enter~~strength ~~into~~of our ~~initial~~team, ~~business~~and ~~combination~~will ~~with~~be ~~a target business~~crucial ~~that~~to ~~does~~assessing ~~not meet~~ the ~~above~~opportunities ~~criteria~~ and ~~guidelines,~~barriers weof ~~will~~target ~~disclose~~companies. ~~that~~Likewise, ~~the~~our ~~target~~team ~~business~~has ~~does~~decades ~~not~~of ~~meet~~experience ~~the~~with ~~above~~C-suite ~~criteria~~executives in ~~our~~financial ~~stockholder~~services ~~communications~~and ~~related~~their tostrategies. ~~our~~Beyond ~~initial~~the ~~business~~value ~~combination,~~of ~~which,~~these ascontacts ~~discussed herein, would be~~ in ~~the~~deal ~~form of~~sourcing ~~proxy~~and ~~solicitation~~underwriting, ~~materials~~our orteam ~~tender~~is ~~offer~~able to ~~documents~~advise ~~that~~target wecompanies ~~would~~on ~~file~~strategic ~~with~~organizational ~~the~~and ~~SEC~~financial matters.

5Our Management Team

InDonald H. Putnam has been ~~addition~~our toExecutive ~~any~~Chairman ~~potential~~since ~~business~~October ~~candidates~~12, we2020. ~~may~~Mr. ~~identify~~Putnam onfounded ~~our~~Grail ~~own~~Partners LLC, wea ~~anticipate~~private ~~that~~investment ~~other~~and ~~target~~M&A ~~business candidates~~advisory ~~will~~firm befocused ~~brought~~on tofinancial ~~our~~services, ~~attention~~in ~~from~~2005. ~~various~~Prior ~~unaffiliated~~to ~~sources~~founding Grail Partners LLC, ~~including~~he ~~investment~~founded ~~market~~and ~~participants,~~led ~~private~~Putnam ~~equity~~Lovell ~~funds~~Securities, an investment bank/broker-dealer, as its Chief Executive Officer and ~~large~~Chairman ~~business~~of ~~enterprises~~the ~~seeking~~Board. From 1987 to ~~divest~~2005 ~~non-core~~he ~~assets~~led orPutnam ~~divisions~~Lovell’s firm’s investment banking business, completing over 100 transactions. In 2002, Putnam Lovell was bought by National Bank of Canada.

~~Our Competitive Advantage~~6

~~Our~~S. ~~team~~Craig isCognetti, ~~spearheaded by our~~CFA, ~~Executive~~has ~~Chairman,~~served ~~Donald~~as ~~H. Putnam,~~ our Chief Executive Officer, S.since ~~Craig~~October ~~Cognetti~~12, ~~and our President, John Griff~~2020. Mr. ~~Putnam~~Cognetti ~~has~~leads ~~over 40 years of experience in~~ the ~~financial~~principal ~~services~~investing ~~industry,~~practice ~~including~~at ~~investment banking, private investments, and M&A advisory, founding~~ Grail Partners LLC. inPrior ~~2005 and Putnam Lovell Securities in 1987 prior~~ to ~~its~~joining ~~sale to National Bank of Canada in 2002. Mr. Cognetti has over 20 years of experience in financial services. Mr. Cognetti joined~~ Grail Partners LLC in 2006, ~~and has led M&A assignments and Grail Partners’ investing activities.~~ Mr. Cognetti was ~~previously~~with ~~involved~~Chelsey inCapital, ~~corporate~~a ~~M&A~~New ~~and~~York ~~private~~City-based ~~equity investing at~~alternative ~~Mellon~~investment ~~Financial~~firm. ~~Mr.~~Before ~~Griff~~that, ~~has~~he ~~had~~was aan ~~40-year~~officer ~~career~~at inMellon ~~financial services that spanned capital markets~~Ventures, ~~investment~~the ~~banking~~$1.4 ~~and~~billion ~~asset management~~private atequity ~~firms~~division ~~including~~of ~~Gleacher~~Mellon ~~& Company~~Financial. Previously, ~~LNR~~Craig ~~Property~~served ~~Corporation,~~in ~~Putnam~~the ~~Lovell~~Corporate ~~Securities~~Strategy and ~~HSBC~~Development ~~Securities~~group ~~(USA),~~at ~~Inc~~Mellon Financial.

~~Our team~~John Griff has ~~decades~~served ofas our ~~experience~~President ~~with~~since ~~the~~October ~~forces~~12, ~~and~~2020. ~~actors~~Mr. ~~who~~Griff’s ~~are~~40-year ~~reshaping~~ financial services career has spanned capital markets, investment banking and asset management. WeMost ~~believe~~recently, he was the ~~disruption~~President of ~~financial~~Manifold Partners LLC, an artificial intelligence hedge fund ~~services~~manager. ~~will~~Previously, ~~accelerate~~he ~~under~~served ~~pressure~~as ~~from~~COO ~~inexorable~~of ~~shifts~~publicly inheld ~~consumer~~Gleacher ~~preferences~~& ~~and~~Company, ~~the~~an ~~ever-escalating~~investment ~~cost~~bank, ofStrategic ~~legacy~~Advisor to the CEO ~~technology.~~at WeLNR ~~foresee~~Property ~~that~~Corporation, ~~emerging~~President ~~companies~~of ~~will~~Putnam ~~gain~~Lovell, ~~significant~~an ~~economic~~investment ~~value~~bank atspecializing in the ~~expense~~financial services sector, CEO of ~~existing~~HSBC ~~players~~Securities (USA), ~~forcing today’s~~Inc. ~~market~~and ~~share~~senior ~~leaders~~roles toat ~~divest~~NationsBanc, ~~reorganize~~Lehman Brothers, and ~~acquire~~Merrill ~~to survive~~Lynch.

~~Financial services,~~R. ~~while~~Rachel ~~highly~~Hsu ~~regulated,~~has isserved as ~~more~~our ~~dynamic~~CFO ~~and~~since ~~competitive~~October ~~than many regulated industries~~12, ~~perhaps~~2020. ~~because there are so many overlapping regulatory authorities~~Ms. WeHsu ~~believe~~joined ~~that~~Grail ~~understanding~~Partners LLC and ~~managing~~Manifold ~~regulatory~~Partners ~~issues~~LLC isas aCFO ~~strength~~in of2019. ~~our team~~Previously, she ~~and~~spent ~~will~~six beyears ~~crucial~~at toHall ~~assessing~~Capital ~~the~~Partners ~~opportunities and barriers of target companies. Likewise~~LLC, ~~our~~a ~~team~~private ~~has~~investment ~~decades~~advisory offirm ~~experience with~~to Cultra-~~suite~~high-net-worth ~~executives~~families ~~in financial services~~ and ~~their strategies~~individuals. Prior ~~Beyond~~to ~~the~~Hall ~~value~~Capital, ofRachel ~~these~~served ~~contacts~~as inthe ~~deal~~controller ~~sourcing~~at ~~and~~Putnam ~~underwriting~~Lovell Securities, ~~our~~ ~~team~~an isinvestment ~~able~~bank tospecializing ~~advise~~in ~~target~~financial services. ~~companies~~She onbegan ~~strategic~~her ~~organizational~~accounting ~~and~~career ~~financial~~at ~~matters~~PricewaterhouseCoopers LLP.

~~Our Management~~Advisors ~~Team~~

~~Donald H.~~We ~~Putnam~~intend ~~has~~to ~~been~~leverage the capabilities of our ~~Executive~~advisors ~~Chairman~~to ~~since~~assist ~~October~~us ~~12,~~with ~~2020.~~the ~~Mr.~~sourcing ~~Putnam~~and ~~founded~~evaluation ~~Grail~~of ~~Partners~~potential ~~LLC~~acquisition candidates. We believe the relationships, aexperience ~~private~~and ~~investment~~expertise of these advisors will provide us with additional access and insight into potential target companies. However, our advisors are not executive officers of our company and ~~M&A~~have ~~advisory~~no ~~firm~~written ~~focused~~advisory onagreement ~~financial~~with ~~services~~us, innor do ~~2005.~~they ~~Prior~~have toany ~~founding~~other ~~Grail~~employment ~~Partners~~arrangements ~~LLC~~with us. Moreover, heour ~~founded~~advisors ~~and~~are ~~led~~not ~~Putnam~~under any fiduciary obligation to us, nor ~~Lovell~~do ~~Securities~~they perform board or committee functions, annor ~~investment~~do ~~bank/broker~~they have any voting or decision-~~dealer,~~making ascapacity ~~its~~on ~~Chief~~our ~~Executive~~behalf. ~~Officer~~Our ~~and~~advisors are ~~Chairman~~not required to devote any specific amount of ~~the~~time ~~Board.~~to ~~From~~our ~~1987~~efforts or be subject to ~~2005~~the fiduciary requirements to which our heboard ~~led~~members ~~Putnam~~are ~~Lovell’s~~subject. ~~firm’s~~Accordingly, ~~investment~~if ~~banking~~our advisors become aware of a business combination opportunity which is suitable for any of the entities to which they have fiduciary or contractual obligations, ~~completing~~they ~~over~~are ~~100~~expected ~~transactions.~~to Inhonor ~~2002~~their fiduciary or contractual obligations to present such business combination opportunity to such entity, ~~Putnam~~and ~~Lovell~~only ~~was~~present ~~bought~~it to us if such entity rejects the byopportunity. ~~National~~We ~~Bank~~may modify or expand our roster of ~~Canada~~advisors as we source potential business combination targets or create value in businesses that we may acquire.

6Frederick Grauer, Senior Advisor. Mr. Grauer is currently a Senior Advisor to and member of the Boards of Directors of Course Hero and Credit Sesame, a trustee of the Mountain View Funds of American Century Investments, and member of the board of advisors of the Stanford Institute of Economic Policy Research. Mr. Grauer has over 40 years of operating and investment experience in financial services. Mr. Grauer was chairman and chief executive officer of Barclays Global Investors and its predecessors from 1983 to 1998 and a member of the management committee of Barclays Group. Mr. Grauer pioneered quantitative asset management and index funds. After leaving BGI, Mr. Grauer became a general partner of Angel Investors, L.P., a venture capital fund, where he led investments in over 250 companies including Google, PayPal, and Ask Jeeves. Previous to Barclays, Mr. Grauer held senior roles at Wells Fargo, including executive vice president and head of its funding group and CEO of Wells Fargo Investment Advisors.

SChurchill G. ~~Craig~~ ~~Cognetti~~Franklin, ~~CFA~~Senior Advisor. In March 2020, ~~has~~Mr. ~~served~~Franklin retired as ~~our~~Chairman ~~Chief~~of ~~Executive~~Acadian ~~Officer~~Asset ~~since~~Management, ~~October~~LLC ~~12,~~which ~~2020~~he co-founded with Gary L. Bergstrom in May 1986. Mr. ~~Cognetti~~Franklin ~~leads~~managed ~~the~~and ~~principal~~led ~~investing practice~~the atfirm ~~Grail~~through ~~Partners~~many ~~LLC.~~stages ~~Prior~~of growth to ~~joining~~the ~~Grail~~$100 ~~Partners~~billion ~~LLC~~firm init ~~2006~~is today. During that 34 year run, Mr. ~~Cognetti~~Franklin ~~was~~served ~~with~~in ~~Chelsey~~many ~~Capital~~different roles, aincluding ~~New~~Head ~~York~~of Distribution, Head of Client Service and Marketing, ~~City~~Chief Operating Officer, CEO from 2013-~~based~~2017, ~~alternative~~and ~~investment~~finally ~~firm~~retiring in 2020 after serving as Chairman from 2018 to 2020. ~~Before~~A ~~that~~graduate of Middlebury College, heMr. ~~was~~Franklin is an ~~officer~~Emeritus atTrustee ~~Mellon~~of ~~Ventures,~~Middlebury having served the maximum tenure of 15 years as an active board member. He has served on or led most committees including the investment committee for the College’s $1.4 billion ~~private~~endowment and ~~equity~~was ~~division~~ board chair from 2000 to 2004. In May 2008 he received an Honorary Doctorate of ~~Mellon~~Humane ~~Financial~~Letters degree from Middlebury. Mr. ~~Previously~~Franklin is the CEO and founder of Cornwall Cattle Company, ~~Craig~~a ~~served~~true grass-fed beef farming operation in Cornwall, Vermont running currently around 500 head of Black Angus cattle. He is also the ~~Corporate~~CEO ~~Strategy~~of ~~and~~Bread ~~Development~~Loaf ~~group~~View atFarm, ~~Mellon~~an ~~Financial~~award-winning maker of Bread Loaf View Farm maple syrup, also of Cornwall, Vermont.

John Griff has served as our President since October 12, 2020. Mr. Griff joined Manifold Partners LLC as President in 2018. Mr. Griff’s 40-year financial services career has spanned capital markets, investment banking and asset management. Most recently, he served as COO of publicly held Gleacher & Company, an investment bank. Mr. Griff previously served as Strategic Advisor to the CEO at LNR Property Corporation, President of Putnam Lovell, an investment bank specializing in the financial services sector, CEO of HSBC Securities (USA), Inc. and senior roles at NationsBanc, Lehman Brothers, and Merrill Lynch.7

R.Past ~~Rachel~~performance ~~Hsu~~of ~~has~~our officers ~~served~~and asdirectors ~~our~~and their respective affiliates is not a guarantee either of (i) the ability to successfully identify a ~~CFO~~suitable ~~since~~candidate ~~October~~for ~~12,~~our ~~2020.~~initial Msbusiness combination or (ii) success with respect to a business combination that may be completed. You ~~Hsu~~should ~~joined~~not ~~Grail~~rely ~~Partners~~on ~~LLC~~the historical record of our officers and ~~Manifold~~directors ~~Partners~~or ~~LLC~~their respective affiliates as ~~CFO~~indicative inof ~~2019~~our future performance. ~~Previously,~~See ~~she~~“Risk ~~spent~~Factors ~~six~~— ~~years at~~Past ~~Hall~~performance ~~Capital~~by ~~Partners~~our ~~LLC~~sponsor, aour ~~private~~officers ~~investment~~and ~~advisory~~directors ~~firm~~or totheir ~~ultra-high-net-worth~~respective affiliates, ~~families~~including ~~and~~the ~~individuals.~~businesses ~~Prior~~referred to ~~Hall Capital~~herein, ~~Rachel~~ ~~served~~may asnot ~~the~~be ~~controller~~indicative atof ~~Putnam~~future ~~Lovell~~performance ~~Securities,~~of an investment ~~bank~~in ~~specializing~~us or in ~~financial~~the ~~services~~future performance of any business that we may acquire.” ~~She~~For ~~began~~a ~~her~~list ~~accounting~~of our executive officers and directors and entities ~~career~~for atwhich ~~PricewaterhouseCoopers~~a ~~LLP~~conflict of interest may or does exist between such officers and the company, please refer to Item 10. “Directors, Executive Officers and Corporate Governance — Conflicts of Interest.”

~~Advisors~~Certain of our officers and directors may have fiduciary and contractual obligations to certain companies in which those companies have invested. As a result, certain of our officers and directors may have a duty to offer acquisition opportunities to companies for which they are officers or directors, as applicable, before we can pursue such opportunities.

WeHowever, ~~intend~~we todo ~~leverage~~not ~~the capabilities~~expect ofthese ~~our~~duties ~~advisors~~ to ~~assist~~present usa ~~with~~significant ~~the~~conflict ~~sourcing and evaluation~~ of ~~potential~~interest ~~acquisition candidates. We believe the relationships, experience and expertise of these advisors will provide us~~ with ~~additional~~our ~~access~~search ~~and~~for ~~insight~~an ~~into~~initial ~~potential~~business ~~target companies~~combination. ~~However~~In addition, our ~~advisors~~ ~~are not executive~~ officers ~~of our company~~ and ~~have~~directors noare ~~written~~not ~~advisory~~required ~~agreement~~to ~~with~~commit ~~us, nor do they have~~ any ~~other~~specific ~~employment~~amount ~~arrangements with~~of ~~us.~~time ~~Moreover,~~to our ~~advisors are not under any fiduciary obligation to us~~affairs, ~~nor~~but do they ~~perform~~intend ~~board~~to ordevote ~~committee~~as ~~functions, nor do~~much ~~they~~of ~~have~~their ~~any~~time ~~voting~~as orthey ~~decision-making~~deem ~~capacity~~necessary onto our ~~behalf.~~affairs ~~Our~~until ~~advisors~~we ~~are~~have ~~not~~completed ~~required~~our toinitial ~~devote~~business ~~any~~combination. ~~specific~~The amount of time to ~~our~~that ~~efforts~~any ormember beof ~~subject~~our tomanagement ~~the~~team ~~fiduciary~~devotes ~~requirements~~in toany ~~which~~time ~~our~~period ~~board~~varies ~~members~~based ~~are~~on ~~subject.~~whether ~~Accordingly,~~a iftarget ~~our~~business ~~advisors~~has ~~become~~been ~~aware~~selected for ofour ainitial business combination ~~opportunity~~and ~~which~~the iscurrent ~~suitable~~stage ~~for any~~ of the ~~entities~~business tocombination ~~which~~process. ~~they~~Accordingly, ~~have~~our ~~fiduciary~~officers orand ~~contractual obligations,~~directors ~~they~~may ~~are~~have ~~expected~~conflicts toof ~~honor~~interest ~~their~~in ~~fiduciary~~allocating ormanagement ~~contractual~~time ~~obligations~~among tovarious ~~present such~~ business ~~combination opportunity to such entity~~activities, ~~and~~ ~~only~~including ~~present~~identifying ~~it to us if such entity rejects the opportunity. We may modify or expand our roster of advisors as we source~~ potential business ~~combination~~combinations ~~targets~~and ormonitoring ~~create~~the ~~value~~related indue ~~businesses that we may acquire~~diligence.

~~Frederick~~We ~~Grauer,~~believe ~~Senior~~our ~~Advisor.~~management ~~Mr.~~team’s ~~Grauer~~operating isand ~~currently~~transaction aexperience ~~Senior Advisor to~~ and ~~member~~relationships ofwith ~~the~~companies ~~Boards~~provide ofus ~~Directors~~with ~~of Course Hero and Credit Sesame,~~ a ~~trustee~~substantial number of ~~the Mountain~~potential ~~View~~business ~~Funds~~combination oftargets. ~~American~~Over ~~Century Investments, and member of~~ the ~~board~~course of ~~advisors~~their ofcareers, the ~~Stanford~~members ~~Institute~~ of ~~Economic~~our ~~Policy~~management ~~Research. Mr.~~team ~~Grauer~~have ~~has~~developed ~~over~~a 40broad ~~years~~ network of ~~operating~~contacts and ~~investment~~corporate ~~experience~~relationships inaround ~~financial~~the ~~services~~world. ~~Mr.~~This ~~Grauer~~network ~~was~~has ~~chairman~~grown ~~and~~through ~~chief executive officer of Barclays Global Investors and its predecessors from 1983 to 1998 and a member of~~ the ~~management~~activities ~~committee~~ of ~~Barclays~~our ~~Group. Mr. Grauer pioneered quantitative asset~~ management ~~and index funds. After leaving BGI, Mr. Grauer became a general partner of Angel Investors,~~team ~~L.P.~~sourcing, aacquiring ~~venture~~and ~~capital~~financing ~~fund~~businesses, ~~where~~our hemanagement ~~led~~team’s ~~investments~~relationships inwith ~~over 250 companies including Google~~sellers, ~~PayPal,~~financing sources and ~~Ask Jeeves. Previous to Barclays,~~target ~~Mr.~~management ~~Grauer~~teams ~~held~~and ~~senior~~the ~~roles~~experience atof ~~Wells~~our ~~Fargo,~~management ~~including~~team ~~executive~~in ~~vice~~executing ~~president~~transactions ~~and~~under ~~head~~varying ofeconomic ~~its funding group~~ and ~~CEO~~financial ~~of Wells Fargo Investment~~market ~~Advisors~~conditions.

~~Churchill~~Initial G.Business Franklin, Senior Advisor. In March 2020, Mr. Franklin retired as Chairman of Acadian Asset Management, LLC which he co-founded with Gary L. Bergstrom in May 1986. Mr. Franklin managed and led the firm through many stages of growth to the $100 billion firm it is today. During that 34 year run, Mr. Franklin served in many different roles, including Head of Distribution, Head of Client Service and Marketing, Chief Operating Officer, CEO from 2013-2017, and finally retiring in 2020 after serving as Chairman from 2018 to 2020. A graduate of Middlebury College, Mr. Franklin is an Emeritus Trustee of Middlebury having served the maximum tenure of 15 years as an active board member. He has served on or led most committees including the investment committee for the College’s $1 billion endowment and was board chair from 2000 to 2004. In May 2008 he received an Honorary Doctorate of Humane Letters degree from Middlebury. Mr. Franklin is the CEO and founder of Cornwall Cattle Company, a true grass-fed beef farming operation in Cornwall, Vermont running currently around 500 head of Black Angus cattle. He is also the CEO of Bread Loaf View Farm, an award-winning maker of Bread Loaf View Farm maple syrup, also of Cornwall, Vermont.Combination

7In accordance with the rules of the Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (net of taxes payable and excluding the amount of any deferred underwriting discounts) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”) or an independent valuation or appraisal firm with respect to satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective 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.

Past performance of our officers and directors and their respective affiliates is not a guarantee either of (i) the ability to successfully identify a suitable candidate for our initial business combination or (ii) success with respect to a business combination that may be completed. You should not rely on the historical record of our officers and directors or their respective affiliates as indicative of our future performance. See “Risk Factors — Past performance by our sponsor, our officers and directors or their respective affiliates, including the businesses referred to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.” For a list of our executive officers and directors and entities for which a conflict of interest may or does exist between such officers and the company, please refer to Item 10. “Directors, Executive Officers and Corporate Governance — Conflicts of Interest.”8

~~Certain~~We anticipate structuring ofour initial business combination so that the post-transaction company in which our ~~officers~~public stockholders shares will own or acquire 100% of the issued and ~~directors~~outstanding equity interests or assets of the target business or businesses. We may, ~~have~~however, ~~fiduciary~~structure our ~~and~~initial ~~contractual~~business ~~obligations~~combination such 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 ~~companies~~objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in ~~which~~the target ~~those~~sufficient ~~companies~~for ~~have~~it not to be required to register as an investment company under the Investment Company Act of 1940, as amended ~~invested~~(the “Investment Company Act”). AsEven if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a ~~result~~minority interest in the post-transaction company, ~~certain~~depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of ~~our~~new ~~officers~~shares in exchange for all of the issued and ~~directors~~outstanding ~~may~~capital ~~have~~stock, shares or other equity interests of a ~~duty~~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 ~~offer~~our ~~acquisition~~initial ~~opportunities~~business combination could own less than a majority of our issued and outstanding shares subsequent to ~~companies~~our ~~for~~initial business combination. If less than ~~which~~100% ~~they~~of the equity interests or assets of a target business or businesses are ~~officers~~owned or ~~directors~~acquired by the post-transaction company, the asportion ~~applicable~~of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, ~~before~~the 80% of net assets test will be based on the aggregate value of all of the target businesses and we ~~can~~will ~~pursue~~treat ~~such~~the ~~opportunities~~target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

~~However,~~To wethe doextent ~~not~~we ~~expect these~~effect ~~duties to present a significant conflict of interest with~~ our ~~search for an~~ initial business combination. Inwith ~~addition,~~a ~~our~~company ~~officers~~or ~~and directors~~business ~~are~~that ~~not~~may ~~required~~be tofinancially ~~commit~~unstable ~~any~~or ~~specific~~in ~~amount~~its ofearly ~~time~~stages ~~to our affairs, but they intend to devote as much~~ of ~~their time as they~~development ~~deem~~or ~~necessary~~growth, ~~to our affairs until~~ we ~~have~~may ~~completed~~be ~~our~~affected ~~initial~~by ~~business~~numerous ~~combination.~~risks ~~The~~inherent ~~amount of time that any member of our management team devotes~~ in ~~any~~such ~~time~~company ~~period~~or ~~varies based on whether a target~~ business. ~~has~~Although ~~been selected for~~ our ~~initial~~management ~~business~~will ~~combination~~endeavor ~~and the~~to ~~current~~evaluate ~~stage of~~ the ~~business~~risks ~~combination~~inherent ~~process. Accordingly, our officers and directors may have conflicts of interest~~ in ~~allocating management~~a ~~time~~particular ~~among~~target ~~various~~ business ~~activities~~, ~~including~~we ~~identifying~~cannot ~~potential~~assure ~~business~~you ~~combinations~~that ~~and~~we ~~monitoring~~will ~~the~~properly ~~related~~ascertain ~~due~~or assess all ~~diligence~~significant risk factors.

WeIn ~~believe~~evaluating ~~our~~a ~~management team’s~~prospective ~~operating~~target ~~and~~business, ~~transaction~~we ~~experience~~expect ~~and~~to ~~relationships~~conduct ~~with companies provide us with~~ a ~~substantial~~thorough ~~number~~due ofdiligence ~~potential~~review ~~business~~which ~~combination targets.~~will ~~Over~~encompass, ~~the~~among ~~course~~other ~~of their careers~~things, ~~the~~meetings ~~members~~with ~~of our~~ incumbent management ~~team~~and ~~have~~employees, ~~developed~~document areviews, ~~broad~~inspection ~~network~~ of ~~contacts~~facilities, ~~and~~as ~~corporate relationships~~well ~~around~~as ~~the~~a ~~world.~~review ~~This network has grown through the activities~~ of ~~our management team sourcing~~financial, ~~acquiring and financing businesses~~operational, ~~our~~legal ~~management team’s relationships with sellers, financing sources~~ and ~~target management teams and the experience of~~ ~~our~~other ~~management~~information ~~team~~which inwill ~~executing~~be ~~transactions~~made ~~under~~available ~~varying~~to ~~economic and financial market conditions~~us.

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

~~In accordance~~Status ~~with~~as the rules of the Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (net of taxes payable and excluding the amount of any deferred underwriting discounts) at the time of our signing a ~~definitive~~Public ~~agreement~~Company in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”) or an independent valuation or appraisal firm with respect to satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective 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.

8As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our Class A common stock (or shares of a new holding company) or for a combination of our Class A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us. Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with stockholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires 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 (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity interests 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 issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.9

~~To the~~While ~~extent~~ we ~~effect~~believe that our structure ~~initial~~and ~~business~~our ~~combination~~management ~~with~~team’s abackgrounds ~~company~~make orus ~~business~~an ~~that~~attractive ~~may~~business bepartner, ~~financially~~some ~~unstable~~potential ortarget ~~in its early~~businesses ~~stages of development or growth, we~~ may beview ~~affected~~our bystatus ~~numerous~~as ~~risks~~a ~~inherent~~blank incheck ~~such~~ company, orsuch ~~business.~~as ~~Although~~ our ~~management will~~lack ~~endeavor~~of toan ~~evaluate~~operating ~~the~~history ~~risks~~and ~~inherent~~our inability ato ~~particular~~seek ~~target~~stockholder ~~business, we cannot assure you that we will properly ascertain~~approval orof ~~assess~~any ~~all~~proposed ~~significant~~initial ~~risk~~business ~~factors~~combination, negatively.

InWe are an “emerging ~~evaluating~~growth company,” as defined in Section 2(a) ~~prospective~~of ~~target~~the ~~business~~Securities Act, as modified by the JOBS Act. As such, we ~~expect~~are eligible to ~~conduct~~take aadvantage ~~thorough~~of ~~due~~certain ~~diligence~~exemptions ~~review~~from ~~which~~various ~~will~~reporting ~~encompass,~~requirements ~~among~~that are applicable to other ~~things,~~ ~~meetings~~public ~~with~~companies ~~incumbent~~that are ~~management~~not ~~and~~“emerging ~~employees~~growth companies” including, ~~document~~but ~~reviews~~not limited to, ~~inspection~~not being required to comply with the auditor attestation requirements of ~~facilities~~Section 404 of the Sarbanes-Oxley Act, asreduced ~~well~~disclosure asobligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a ~~review~~non-binding advisory vote on executive compensation and stockholder approval of ~~financial~~any golden parachute payments not previously approved, If some investors find our securities less attractive ~~operational~~as a result, ~~legal~~there may be a less active trading market for our securities and ~~other~~the ~~information~~prices ~~which~~of ~~will~~our besecurities ~~made~~may ~~available~~be tomore usvolatile.

~~The time~~In ~~required~~addition, toSection ~~select~~107 of ~~and~~the ~~evaluate~~JOBS aAct ~~target~~also ~~business~~provides ~~and~~that toan ~~structure~~“emerging ~~and~~growth ~~complete~~company” ~~our~~can ~~initial~~take ~~business~~advantage ~~combination,~~of ~~and~~ the ~~costs~~ ~~associated~~extended ~~with~~transition ~~this~~period provided ~~process,~~in ~~are~~Section ~~not~~7(a)(2)(B) ~~currently~~of ~~ascertainable~~the ~~with~~Securities ~~any~~Act ~~degree~~for ofcomplying ~~certainty.~~with ~~Any~~new ~~costs~~or ~~incurred~~revised ~~with~~accounting ~~respect to~~standards. ~~the~~In ~~identification~~other ~~and~~words, ~~evaluation~~an “emerging ofgrowth acompany” ~~prospective~~can ~~target~~delay ~~business~~the ~~with~~adoption ~~which~~of ~~our~~certain ~~initial~~accounting ~~business~~standards ~~combination~~until isthose ~~not~~standards ~~ultimately~~would otherwise ~~completed~~apply ~~will~~to ~~result~~private incompanies. ~~our~~We ~~incurring~~intend ~~losses~~to ~~and~~take ~~will~~advantage ~~reduce~~of the ~~funds~~benefits weof ~~can~~this ~~use~~extended totransition ~~complete another business combination~~period.

~~Status~~We will remain an emerging asgrowth company until the earlier of (1) the last day of the fiscal year (a) ~~Public~~following ~~Company~~the fifth anniversary of the completion of our public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value of our Class A common stock that are held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

~~As an existing public company~~Additionally, we ~~offer~~are a ~~target~~“smaller reporting ~~business~~company” anas ~~alternative~~defined toin ~~the~~Item ~~traditional~~10(f)(1) ~~initial~~of ~~public~~Regulation ~~offering through a merger or other business combination with us~~S-K. InSmaller areporting ~~business~~companies ~~combination~~may ~~transaction~~take ~~with~~advantage ~~us, the owners~~ of ~~the~~certain reduced ~~target~~disclosure ~~business may~~obligations, ~~for example~~including, ~~exchange~~among ~~their shares of stock, shares or~~ other ~~equity interests in the target business for our Class A common stock (or shares of a new holding company) or for a combination of our Class A common stock and cash~~things, ~~allowing~~providing usonly totwo ~~tailor~~years ~~the consideration to the specific needs~~ of ~~the~~audited ~~sellers~~financial statements. We ~~believe target businesses~~ will ~~find this method a more expeditious and cost effective~~ ~~method~~remain ~~to becoming~~ a ~~public~~smaller reporting company ~~than~~until the ~~typical~~last ~~initial~~day ~~public offering. The typical initial public offering process takes a significantly longer period~~ of ~~time than~~ the ~~typical~~fiscal ~~business~~year ~~combination~~in ~~transaction~~which ~~process,~~(1) ~~and there are significant expenses in~~ the ~~initial~~market ~~public~~value ~~offering~~of ~~process,~~our ~~including~~Class ~~underwriting~~A ~~discounts~~common ~~and commissions, that may not be present to the same~~stock ~~extent~~held inby ~~connection~~non-affiliates ~~with~~equals aor ~~business~~exceeds ~~combination~~$250 ~~with~~million ~~us.~~as ~~Furthermore,~~of ~~once a proposed business combination is completed,~~ the ~~target~~ ~~business~~end ~~will~~of ~~have~~that ~~effectively become public, whereas an initial public offering is always subject to the underwriter~~year’s ~~ability~~ tosecond ~~complete~~fiscal ~~the offering~~quarter, ~~as well as general market conditions, which could delay~~ or ~~prevent~~(2) ~~the~~our ~~offering~~annual revenues ~~from~~equaled ~~occurring~~ or ~~could~~exceeded ~~have~~$100 ~~negative~~million ~~valuation~~during ~~consequences.~~such ~~Once~~completed ~~public,~~fiscal weyear ~~believe~~and the ~~target~~market ~~business~~value ~~would~~of ~~then~~our ~~have~~Class ~~greater~~A ~~access~~common tostock ~~capital,~~held anby ~~additional~~non-affiliates ~~means~~equals ofor ~~providing~~exceeds ~~management~~$700 ~~incentives~~million ~~consistent~~as ~~with~~of ~~stockholders’ interests and~~ the ~~ability~~end toof ~~use~~that ~~its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company~~year’s ~~profile~~second ~~among~~fiscal ~~potential new customers and vendors and aid in attracting talented employees~~quarter.

9Financial Position

~~While~~As of December 31, 2022, we ~~believe~~had ~~that~~approximately ~~our~~$212,031,000 ~~structure~~held ~~and~~in ~~our~~the ~~management~~trust ~~team’s~~account, ~~backgrounds~~not ~~make~~taking usinto anaccount ~~attractive~~$7,245,000 of deferred underwriting fees, which will be paid from the trust account upon the completion of a business ~~partner~~combination. With the funds available, ~~some~~we ~~potential~~ offer a target business ~~businesses~~a ~~may~~variety ~~view~~of ~~our~~options ~~status~~such as creating a ~~blank~~liquidity ~~check~~event ~~company~~for its owners, ~~such~~providing ascapital ~~our~~for ~~lack~~the potential growth and expansion of anits ~~operating~~operations ~~history~~or ~~and~~strengthening ~~our~~its ~~ability~~balance sheet by reducing its debt ratio. Because we are able to ~~seek~~complete our ~~stockholder~~initial ~~approval~~business combination using our cash, debt or equity securities, or a combination of ~~any~~the ~~proposed~~foregoing, ~~initial~~we ~~business~~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, ~~negatively~~we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

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

InWe intend to effectuate ~~addition,~~our ~~Section~~initial ~~107~~business ofcombination ~~the~~using ~~JOBS~~cash ~~Act~~from ~~also~~the ~~provides~~proceeds ~~that~~of anour ~~“emerging~~Initial ~~growth~~Public ~~company”~~Offering, ~~can~~the ~~take~~private ~~advantage~~placements of the ~~extended~~private ~~transition~~placement ~~period~~warrants, ~~provided~~our inequity, ~~Section~~debt 7(or a~~)(2)(B)~~ combination of ~~the~~these ~~Securities~~as ~~Act~~the ~~for~~consideration ~~complying~~to ~~with~~be ~~new~~paid orin ~~revised~~our ~~accounting~~initial ~~standards~~business combination. InWe ~~other~~may ~~words,~~seek anto ~~“emerging~~complete ~~growth~~our ~~company”~~initial ~~can~~business ~~delay~~combination ~~the~~with ~~adoption~~a ofcompany ~~certain~~or ~~accounting~~business ~~standards~~that ~~until~~may ~~those~~be ~~standards would~~financially ~~otherwise~~unstable ~~apply~~or toin ~~private~~its early ~~companies.~~stages Weof ~~intend~~development toor ~~take~~growth, ~~advantage~~which ofwould subject us to the ~~benefits~~numerous ofrisks ~~this~~inherent ~~extended~~in ~~transition~~such ~~period~~companies and businesses.

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 public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value of our Class A common stock that are held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.10

~~Additionally, we~~If ~~are~~our ainitial ~~“smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may~~business ~~take~~combination ~~advantage~~is ofpaid ~~certain~~for ~~reduced~~using ~~disclosure~~equity ~~obligations,~~or ~~including,~~debt ~~among other things~~securities, ~~providing~~or ~~only~~not ~~two~~all ~~years~~ of ~~audited~~the ~~financial statements.~~funds Wereleased ~~will~~from ~~remain~~the atrust ~~smaller~~account ~~reporting~~are ~~company~~used ~~until~~for payment of the ~~last~~consideration ~~day~~in ofconnection ~~the~~with ~~fiscal~~our ~~year~~initial inbusiness ~~which~~combination ~~(1)~~or ~~the~~used ~~market~~for ~~value~~redemptions of our Class A common shares, ~~stock~~we ~~held~~may byapply ~~non-affiliates~~the ~~equals~~balance orof ~~exceeds~~the ~~$250~~cash ~~million~~released asto ofus from the ~~end~~trust ofaccount ~~that~~for ~~year’s~~general ~~second~~corporate ~~fiscal quarter~~purposes, or ~~(2)~~including ~~our~~for maintenance ~~annual revenues equaled~~ or ~~exceeded~~expansion ~~$100~~of ~~million~~operations ~~during~~of ~~such~~the ~~completed~~post-transaction ~~fiscal~~company, ~~year and~~ the ~~market~~payment ~~value~~ of ~~our~~principal ~~Class A~~or ~~common~~interest ~~stock~~due ~~held~~on byindebtedness incurred ~~non-affiliates~~in ~~equals~~completing orour ~~exceeds~~initial ~~$700~~business ~~million~~combination, asto offund the ~~end~~purchase of ~~that~~other ~~year’s~~companies ~~second~~or ~~fiscal~~for ~~quarter~~working capital.

~~Financial~~We may need to obtain additional ~~Position~~financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

~~As of~~Sources ~~December 31, 2021, we had approximately $210,109,000 held in the trust account, not taking into account $7,245,000~~ of ~~deferred underwriting~~Target ~~fees,~~Businesses which will be paid from the trust account upon the completion of a business combination. With the funds available, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our 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.

~~Effecting~~Our process of identifying acquisition targets will leverage our ~~Initial~~sponsor ~~Business~~and ~~Combination~~our management team’s industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We expect that the collective experience, capability and network of our sponsor, our directors and officers, our advisors, combined with their individual and collective reputations in the investment community, will help to create prospective business combination opportunities.

~~We intend~~In toaddition, ~~effectuate~~target ~~our~~business candidates ~~initial~~may ~~business~~be ~~combination~~brought ~~using~~to ~~cash~~our attention from ~~the~~various ~~proceeds~~unaffiliated ofsources, ~~our~~including ~~Initial~~investment ~~Public~~bankers ~~Offering,~~and ~~the~~ private investment ~~placements~~funds. ofTarget ~~the~~businesses ~~private~~may ~~placement~~be ~~warrants,~~brought to our ~~equity,~~attention ~~debt~~by orsuch unaffiliated sources as a ~~combination~~result of ~~these~~being assolicited ~~the~~by ~~consideration~~us through calls or mailings. These sources may also introduce us to betarget ~~paid~~businesses in ~~our initial~~which ~~business~~they ~~combination.~~think Wewe may ~~seek~~be tointerested ~~complete~~on an unsolicited basis, since many of these sources will have read our ~~initial~~filings ~~business~~and ~~combination~~know ~~with~~what atypes ~~company~~of orbusinesses ~~business~~we ~~that~~are targeting. Our officers and directors, as well as their affiliates, may bealso bring to our attention target business candidates of which they become aware ~~financially~~through ~~unstable~~their orbusiness incontacts ~~its~~as ~~early~~a ~~stages~~result of ~~development~~formal or ~~growth,~~informal ~~which~~inquiries ~~would~~or ~~subject~~discussions usthey tomay ~~the~~have, ~~numerous~~as ~~risks~~well ~~inherent~~as inattending ~~such~~trade ~~companies~~shows ~~and~~or ~~businesses~~conventions.

10We also 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. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will either of our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). 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 acquisition of such target by us.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.11

We ~~may~~ ~~need~~are tonot ~~obtain~~prohibited ~~additional~~from pursuing ~~financing~~an toinitial ~~complete~~business ~~our~~combination ~~initial~~with a business combination, ~~either~~target ~~because~~that ~~the~~is ~~transaction~~affiliated ~~requires more~~with ~~cash~~our ~~than~~sponsor, isofficers ~~available~~or directors or from making the ~~proceeds~~acquisition ~~held~~through ina ~~our~~joint ~~trust~~venture ~~account,~~ or ~~because~~other weform ~~become~~of ~~obligated~~shared toownership ~~redeem~~with aour ~~significant~~sponsor, officers or directors. ~~number~~In ofthe ~~our~~event ~~public~~we ~~shares~~seek ~~upon~~to ~~completion~~complete ofour ~~the~~initial business combination, inwith ~~which~~a ~~case~~business wecombination ~~may~~target ~~issue~~that ~~additional~~is ~~securities~~affiliated orwith ~~incur~~our ~~debt~~sponsor, inexecutive ~~connection~~officers ~~with~~or ~~such~~directors, ~~business~~we, ~~combination.~~or ~~There~~a ~~are~~committee noof ~~prohibitions~~independent ondirectors, ~~our~~would ~~ability~~obtain toan ~~issue~~opinion ~~securities~~from oran ~~incur debt~~independent ininvestment ~~connection~~banking ~~with~~firm ~~our~~which ~~initial~~is ~~business~~a ~~combination.~~member Weof ~~are~~FINRA ~~not~~or ~~currently~~an aindependent ~~party~~accounting tofirm, ~~any~~that ~~arrangement~~such oran ~~understanding~~initial ~~with~~business ~~any~~combination ~~third~~is ~~party~~fair ~~with~~to ~~respect~~our tocompany ~~raising~~from ~~any~~a ~~additional~~financial ~~funds~~point ~~through~~of ~~the~~view. ~~sale~~We ofare ~~securities,~~not ~~the~~required ~~incurrence~~to ofobtain ~~debt~~such oran ~~otherwise~~opinion in any other context.

~~Sources~~Each of our officers and directors presently has, and any of ~~Target~~them ~~Businesses~~in the future may have additional, fiduciary, or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. 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, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Delaware law. See “Directors, Executive Officers and Corporate Governance – Conflict of Interest.”

Our ~~process~~ ~~of identifying acquisition targets will leverage our~~ sponsor ~~and~~is ~~our~~not ~~management team’s industry experiences, proven deal~~controlled ~~sourcing capabilities and broad and deep network of relationships in numerous industries~~by, ~~including executives~~ and ~~management teams,~~does ~~private~~not ~~equity~~have ~~groups~~substantial ~~and~~ties ~~other institutional investors~~with, ~~large~~non-U.S. ~~business enterprises~~persons, ~~lenders, investment bankers~~ and ~~other investment~~100% ~~market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number~~ of ~~business combination opportunities. We expect that~~ the ~~collective~~ownership ~~experience,~~interest ~~capability and network~~ of our sponsor, ~~our~~is ~~directors~~held ~~and~~by ~~officers, our advisors, combined with their individual and collective reputations in the investment~~U.S. ~~community, will help to create prospective business combination opportunities~~persons.

~~In addition,~~Evaluation ~~target~~of ~~business~~a ~~candidates~~Target ~~may~~Business ~~be brought to our attention from various unaffiliated sources, including investment bankers~~ and ~~private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being~~Structuring ~~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~~ our ~~filings~~Initial ~~and~~Business ~~know~~Combination what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

WeNasdaq listing rules require ~~also~~that ~~expect~~our toinitial ~~receive~~business acombination ~~number~~occur ofwith ~~proprietary~~one ~~deal~~or ~~flow~~more ~~opportunities~~target businesses that ~~would~~together ~~not~~have ~~otherwise~~a ~~necessarily~~fair bemarket ~~available~~value toof usat least as80% ~~a result~~ of the ~~business~~assets ~~relationships~~held ofin ~~our~~the ~~officers~~trust ~~and~~account ~~directors.~~(excluding ~~While~~taxes wepayable doon ~~not~~interest ~~presently~~earned) ~~anticipate~~at ~~engaging~~the time of the ~~services~~agreement to enter ofinto ~~professional~~the ~~firms~~initial orbusiness ~~other~~combination. ~~individuals~~The ~~that~~fair ~~specialize~~market invalue ~~business~~of ~~acquisitions~~the ontarget ~~any~~or ~~formal~~targets ~~basis,~~will webe ~~may~~determined ~~engage~~by ~~these~~our ~~firms~~board of directors based upon one or ~~other~~more ~~individuals~~standards ingenerally ~~the~~accepted ~~future,~~by inthe ~~which~~financial ~~event~~community we(such ~~may~~as ~~pay~~actual aand ~~finder’s~~potential ~~fee~~sales, ~~consulting~~earnings, ~~fee~~cash flow and/or ~~other~~book ~~compensation~~value). toEven bethough ~~determined in~~our anboard ~~arm’s~~of ~~length~~directors ~~negotiation~~will ~~based~~rely on ~~the~~generally ~~terms~~accepted ofstandards, ~~the~~our ~~transaction.~~board Weof directors will have ~~engage~~discretion ~~a finder only~~ to select the ~~extent~~standards ~~our~~employed. ~~management determines~~In ~~that~~addition, the ~~use~~application of athe ~~finder~~standards ~~may~~generally ~~bring~~involves ~~opportunities~~a tosubstantial degree usof ~~that~~judgment. ~~may~~Accordingly, ~~not~~investors ~~otherwise~~will be ~~available~~relying ~~to us or if finders approach us~~ on anthe ~~unsolicited~~business ~~basis~~judgment ~~with~~of athe ~~potential~~board ~~transaction~~of ~~that~~directors ~~our~~in ~~management~~evaluating ~~determines~~the fair ismarket invalue ~~our~~of ~~best~~the ~~interest~~target toor ~~pursue~~targets. ~~Payment of~~The ~~finder’s~~proxy ~~fees~~solicitation ismaterials ~~customarily~~or ~~tied~~tender tooffer ~~completion~~documents ofused aby ~~transaction,~~us in ~~which~~connection with ~~case~~ any ~~such~~proposed ~~fee~~transaction will beprovide ~~paid~~stockholders ~~out~~with our analysis of the ~~funds held~~fair inmarket ~~the~~value ~~trust~~of ~~account.~~the Intarget ~~no event~~business, ~~however,~~as ~~will~~well as ~~either~~the ofbasis for our ~~sponsor~~determinations. orIf ~~any of~~ our ~~existing~~board ~~officers~~is ornot ~~directors,~~able orto ~~any entity~~determine ~~with~~independently ~~which~~the ~~they~~fair ~~are~~market ~~affiliated,~~value beof ~~paid~~the ~~any~~target ~~finder’s~~business or ~~fee~~businesses, ~~consulting~~we ~~fee~~will orobtain ~~other~~an ~~compensation~~opinion byfrom ~~the~~an ~~company~~independent ~~prior~~investment tobanking firm, or ~~for~~another ~~any~~independent ~~services~~entity ~~they~~that ~~render~~commonly renders invaluation ~~order~~opinions toon ~~effectuate,~~ the ~~completion~~type of ~~our~~target ~~initial~~ business ~~combination~~we ~~(regardless~~are ofseeking ~~the type~~to ~~of transaction that it is). None of our sponsor~~acquire, ~~executive~~with ~~officers~~respect orto ~~directors,~~the orsatisfaction ~~any~~ of ~~their~~such ~~respective affiliates,~~criteria. ~~will~~We bedo ~~allowed~~not tocurrently ~~receive~~intend ~~any~~to ~~compensation,~~purchase ~~finder’s~~multiple ~~fees~~businesses orin ~~consulting~~unrelated ~~fees~~industries ~~from a prospective business combination target~~ in ~~connection~~ conjunction with aour ~~contemplated~~initial ~~acquisition~~business ~~of such target by us~~combination.

11While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a partner business or businesses, it may be unable to do so if the board is less familiar or experienced with the partner company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion.

~~We are~~To ~~not~~the ~~prohibited~~extent ~~from~~we ~~pursuing~~effect our ~~an initial~~ business combination with a ~~business~~company ~~combination~~or ~~target~~business that ismay ~~affiliated~~be ~~with~~financially ~~our sponsor,~~unstable ~~officers~~ or ~~directors~~in orits ~~from~~early ~~making~~stages ~~the~~of ~~acquisition~~development ~~through~~or agrowth, we ~~joint~~may ~~venture~~be oraffected ~~other~~by ~~form~~numerous ofrisks ~~shared~~inherent ~~ownership~~in ~~with~~such ~~our sponsor,~~company ~~officers~~ or ~~directors~~business. InAlthough ~~the~~our ~~event~~management wewill ~~seek~~endeavor to ~~complete~~evaluate ~~our~~the risks ~~initial~~inherent ~~business~~in ~~combination with~~ a ~~business~~particular ~~combination~~ target ~~that is affiliated with our sponsor~~business, ~~executive officers or directors,~~ we, orcannot aassure ~~committee~~you ofthat ~~independent~~we ~~directors,~~will ~~would obtain~~properly anascertain ~~opinion from an independent investment banking firm which is a member of FINRA~~ or anassess ~~independent~~all ~~accounting firm, that~~significant ~~such~~risk ~~an initial business combination is fair to our company from a financial point of view~~factors. ~~We are not required to obtain such an opinion in any other context.~~

~~Each~~In ofevaluating ~~our~~a ~~officers and directors~~prospective ~~presently~~target ~~has~~business, ~~and~~we ~~any~~expect ofto ~~them~~conduct ina ~~the~~thorough ~~future~~due ~~may~~diligence ~~have additional~~review, ~~fiduciary,~~which orwill ~~contractual~~encompass, ~~obligations~~among to other ~~entities~~things, ~~including~~meetings ~~entities~~with ~~that~~incumbent ~~are~~management ~~affiliates~~and ofemployees, ~~our~~document ~~sponsor~~reviews, ~~pursuant~~interviews toof ~~which~~customers ~~such~~and ~~officer~~suppliers, orinspection ~~director~~of isfacilities, oras ~~will~~well as ~~be required to present~~ a ~~business~~review ~~combination opportunity~~of tofinancial, ~~such entity. Accordingly~~operational, iflegal ~~any~~and ofother ~~our~~information ~~officers or directors becomes aware of a business combination opportunity~~ which is ~~suitable~~will ~~for~~be anmade ~~entity~~available to ~~which~~us. heIf orwe ~~she~~determine ~~has~~to ~~then-current~~move forward ~~fiduciary~~with ora ~~contractual~~particular ~~obligations~~target, hewe ~~or she~~ will ~~honor~~proceed ~~his~~to orstructure ~~her~~and ~~fiduciary or~~negotiate ~~contractual~~the ~~obligations~~terms toof ~~present~~the ~~such~~ business combination ~~opportunity to such entity, subject to their fiduciary duties under Delaware law~~transaction. ~~See “Directors, Executive Officers and Corporate Governance – Conflict of Interest.”~~

~~Evaluation~~The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a ~~Target~~prospective ~~Business~~target business with which our initial business combination is not ultimately completed will result in our incurring losses and ~~Structuring~~will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our ~~Initial~~management ~~Business~~team, ~~Combination~~or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

Nasdaq listing rules require that our initial business combination occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on interest earned) at the time of the agreement to enter into the initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide stockholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our board is not able to determine independently the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.12

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

ToFor an indefinite period ~~the~~of ~~extent~~time weafter ~~effect~~the completion of our initial business combination, ~~with~~the aprospects ~~company~~for orour ~~business~~success ~~that~~ may bedepend ~~financially~~entirely ~~unstable~~on orthe infuture performance ~~its~~of ~~early~~a ~~stages of~~single ~~development~~business. orUnlike ~~growth,~~other weentities ~~may~~that behave ~~affected~~the byresources ~~numerous~~to ~~risks~~complete ~~inherent~~business incombinations ~~such~~with ~~company~~multiple entities in one or ~~business.~~several ~~Although~~industries, ~~our~~it ~~management~~is probable that we will ~~endeavor~~ not have the resources to ~~evaluate~~diversify our operations and mitigate the risks ~~inherent~~of being in a ~~particular~~single ~~target~~line of business,. weBy ~~cannot~~completing ~~assure~~our ~~you~~initial ~~that~~business wecombination ~~will~~with ~~properly~~only ~~ascertain or~~a ~~assess~~single ~~all~~entity, ~~significant~~our lack ~~risk~~of ~~factors.~~diversification may:

~~In evaluating~~● asubject ~~prospective~~us ~~target business, we expect~~ to ~~conduct~~negative ~~a thorough due diligence review~~economic, ~~which~~competitive ~~will encompass, among other things, meetings with incumbent management~~ and ~~employees,~~regulatory ~~document reviews~~developments, ~~interviews~~any ofor ~~customers~~all ~~and suppliers, inspection~~ of ~~facilities,~~which asmay ~~well~~have as a ~~review~~substantial ofadverse ~~financial,~~impact ~~operational,~~on ~~legal~~the ~~and~~particular ~~other~~industry ~~information~~in which ~~will~~we beoperate ~~made~~after ~~available~~our toinitial ~~us. If~~business wecombination; ~~determine~~and to● ~~move~~cause ~~forward~~us ~~with~~to adepend ~~particular~~on ~~target,~~the wemarketing ~~will~~and ~~proceed~~sale toof ~~structure~~a ~~and~~single ~~negotiate~~product ~~the~~or ~~terms~~limited number of ~~the~~products ~~business combination~~or ~~transaction~~services.

~~The time~~Limited ~~required~~Ability to ~~select~~Evaluate ~~and evaluate a target business and to structure and complete our initial business combination, and~~ the ~~costs~~ ~~associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect~~Target’s toManagement ~~the~~Team identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

12Although 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’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our 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.

~~Lack~~We cannot assure you that any of ~~Business~~our ~~Diversification~~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.

~~For an~~Following ~~indefinite~~a ~~period of time after the completion of our initial~~ business combination, we ~~the~~may ~~prospects~~seek ~~for~~to ~~our~~recruit ~~success~~additional ~~may~~managers ~~depend entirely~~to onsupplement the ~~future~~incumbent ~~performance~~management of athe ~~single~~target business. ~~Unlike~~We ~~other~~cannot ~~entities~~assure you that we will have the ~~resources~~ability to ~~complete~~recruit ~~business~~additional ~~combinations with~~managers, ~~multiple entities in one~~ or ~~several industries, it is probable~~ that weadditional managers will ~~not~~ have the ~~resources~~requisite toskills, ~~diversify our operations~~knowledge ~~and~~or ~~mitigate~~experience ~~the~~necessary ~~risks~~to ofenhance ~~being~~the inincumbent ~~a single line of business~~management. ~~By completing our initial business combination with only a single entity, our lack of diversification may:~~

●Stockholders ~~subject~~May usNot toHave ~~negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on~~ the ~~particular~~Ability ~~industry~~to Approve ~~in which we operate after~~ our ~~initial~~Initial ~~business~~Business ~~combination;~~Combination ~~and ● cause us to depend on the marketing and sale of a single product or limited number of products or services.~~

~~Limited~~We may conduct redemptions ~~Ability~~without a stockholder vote pursuant to ~~Evaluate~~the tender offer rules of the ~~Target’s~~SEC ~~Management~~subject ~~Team~~to the provisions of our certificate of incorporation. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

~~Although we~~Under ~~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~~Nasdaq’s ~~management may not prove to be correct.~~ Inlisting ~~addition~~rules, ~~the~~stockholder ~~future~~approval ~~management~~would 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~~required ~~with any~~for ~~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~~if, itfor 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.example:

~~We cannot~~● ~~assure~~we ~~you~~issue shares of common stock that ~~any~~will be equal to or in excess of 20% of the number of our ~~key~~shares ~~personnel~~of ~~will~~common ~~remain~~stock then outstanding (other than in ~~senior~~a ~~management~~public offering); ● any of our directors, officers, or ~~advisory~~substantial ~~positions~~stockholders ~~with~~(as defined by the ~~combined~~Nasdaq ~~company. The~~rules) ~~determination~~has asa to5% ~~whether~~or ~~any~~greater ofinterest ~~our~~(or ~~key~~such ~~personnel~~persons ~~will~~collectively ~~remain~~have ~~with~~a 10% or greater interest), directly or indirectly, in the ~~combined~~target ~~company~~business ~~will~~or assets to be ~~made~~acquired ator otherwise and the ~~time~~present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or ● the issuance or potential issuance of common stock will result in our ~~initial~~ ~~business~~undergoing ~~combination~~a change of control.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.13

~~Stockholders~~The decision as to whether ~~May~~we ~~Not~~will ~~Have~~seek ~~the~~stockholder ~~Ability~~approval toof ~~Approve~~a proposed business combination in those instances in which stockholder approval is not required by law will be made by us, solely in our ~~Initial~~discretion, ~~Business~~and ~~Combination~~will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

~~We may~~● ~~conduct~~the ~~redemptions~~timing ~~without~~of athe ~~stockholder~~transaction, ~~vote~~including ~~pursuant~~in to the ~~tender~~event ~~offer~~we ~~rules~~determine ofstockholder ~~the~~approval ~~SEC~~would ~~subject~~require toadditional ~~the~~time ~~provisions~~and ~~of our~~there ~~certificate~~is ofeither ~~incorporation.~~not ~~However,~~enough wetime ~~will~~to seek stockholder approval ifor itdoing isso ~~required~~would byplace ~~law~~the orcompany ~~applicable~~at ~~stock~~a ~~exchange rule,~~disadvantage in the transaction or weresult ~~may~~in ~~decide~~other toadditional ~~seek~~burdens on the company; ● the expected cost of holding a stockholder ~~approval~~vote; ~~for~~● the risk that the stockholders would fail to approve the proposed business orcombination; ● other time and budget constraints of the company; and ● additional legal ~~reasons~~complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.

~~Under the~~Permitted ~~Nasdaq’s~~Purchases ~~listing~~of ~~rules,~~Our ~~stockholder~~Securities ~~approval would be required for our initial business combination if, for example:~~

●If we ~~issue~~seek ~~shares~~stockholder approval of ~~common~~our ~~stock~~initial ~~that~~business ~~will~~combination beand ~~equal~~we todo ornot conduct redemptions in ~~excess~~connection ofwith ~~20%~~our ofinitial business combination pursuant to the ~~number~~tender ofoffer rules, our ~~shares~~initial ofstockholders, ~~common~~directors, ~~stock~~executive ~~then~~officers, ~~outstanding~~advisors, ~~(other~~or ~~than~~their inaffiliates amay ~~public~~purchase shares ~~offering);~~or ●public ~~any~~warrants ofin ~~our~~privately ~~directors,~~negotiated ~~officers,~~transactions or ~~substantial~~in ~~stockholders~~the ~~(as~~open ~~defined~~market byeither prior to or following the ~~Nasdaq~~completion of ~~rules)~~our ~~has~~initial abusiness 5%combination. orHowever, ~~greater~~they ~~interest~~have (no current commitments, plans or ~~such~~intentions ~~persons~~to ~~collectively~~engage in such transactions and have anot ~~10%~~formulated any terms or ~~greater~~conditions ~~interest),~~for ~~directly~~any orsuch ~~indirectly,~~transactions. None of the funds in the ~~target~~trust ~~business~~account orwill ~~assets~~be used to bepurchase ~~acquired~~shares or ~~otherwise~~public ~~and~~warrants ~~the~~in ~~present~~such ortransactions. ~~potential~~If ~~issuance~~they ofengage ~~common~~in ~~stock~~such ~~could~~transactions, ~~result~~they inwill annot ~~increase~~make inany ~~outstanding~~such ~~common~~purchases when ~~stock~~they orare ~~voting~~in ~~power~~possession of 5%any ormaterial ~~more;~~non-public orinformation ●not disclosed to the ~~issuance~~seller or ~~potential~~if ~~issuance~~such ofpurchases ~~common~~are ~~stock~~prohibited by ~~will~~Regulation ~~result~~M inunder ~~our~~the ~~undergoing~~Exchange ~~a change of control~~Act.

13Such a purchase may include a contractual acknowledgment that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Subsequent to the consummation of our initial public offering, we adopted an insider trading policy which requires insiders to (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information and (2) clear certain trades prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of any such ~~decision~~purchases asof shares could be to ~~whether~~(i) wevote ~~will~~such ~~seek~~shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of athe ~~proposed~~ business combination inor ~~those~~(ii) ~~instances~~to satisfy a closing condition in ~~which~~an ~~stockholder~~agreement with a target ~~approval~~that isrequires ~~not~~us ~~required~~to byhave ~~law~~a ~~will~~minimum benet ~~made~~worth byor ~~us,~~a ~~solely~~certain inamount of cash at the closing of our ~~discretion~~initial business combination, ~~and~~where it ~~will~~appears that such requirement would otherwise not be ~~based~~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 ~~business~~any ~~and~~matters ~~legal~~submitted ~~reasons,~~to the warrant holders for approval ~~which~~in ~~include~~connection awith ~~variety~~our initial business combination. Any such purchases of ~~factors,~~our ~~including,~~securities ~~but~~may result in the completion of our initial business combination that may not ~~limited~~otherwise ~~to:~~have been possible.

● the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; ● the expected cost of holding a stockholder vote; ● the risk that the stockholders would fail to approve the proposed business combination; ● other time and budget constraints of the company; and ● additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.14

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

IfOur sponsor, officers, directors weand/or ~~seek~~their ~~stockholder~~affiliates ~~approval~~anticipate that they may identify the stockholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of our ~~initial~~Class ~~business~~A ~~combination~~common ~~and~~stock) wefollowing doour ~~not~~mailing ~~conduct~~of ~~redemptions~~proxy materials in connection with our initial business combination. ~~pursuant~~To to the ~~tender~~extent ~~offer~~that ~~rules,~~ our ~~initial~~sponsor, ~~stockholders~~officers, directors, ~~executive officers,~~ advisors, or their affiliates ~~may~~enter into ~~purchase~~a ~~shares~~private orpurchase, ~~public~~they ~~warrants~~would inidentify ~~privately~~and ~~negotiated~~contact ~~transactions~~only orpotential inselling ~~the~~stockholders ~~open~~who ~~market~~have ~~either~~expressed ~~prior~~their election to orredeem ~~following~~their ~~the~~shares ~~completion~~for a pro rata share of ~~our~~the ~~initial~~trust ~~business~~account ~~combination.~~or ~~However,~~vote ~~they~~against ~~have~~our noinitial ~~current~~business ~~commitments~~combination, ~~plans~~whether or ~~intentions~~not tosuch ~~engage~~stockholder inhas ~~such~~already ~~transactions~~submitted ~~and~~a ~~have~~proxy ~~not~~with ~~formulated~~respect ~~any~~to ~~terms~~our orinitial ~~conditions~~business ~~for~~combination ~~any~~but ~~such~~only ~~transactions.~~if ~~None~~such ofshares ~~the~~have ~~funds in~~not ~~the~~already ~~trust~~been ~~account~~voted ~~will~~at bethe ~~used~~stockholder meeting related to ~~purchase~~our ~~shares~~initial orbusiness ~~public~~combination. ~~warrants~~Our insponsor, ~~such~~executive ~~transactions.~~officers, Ifdirectors, advisors ~~they~~or ~~engage~~any inof ~~such~~their ~~transactions, they~~affiliates will ~~not~~select ~~make~~which ~~any~~stockholders ~~such~~to ~~purchases~~purchase ~~when~~shares ~~they~~from ~~are~~based inon ~~possession~~the negotiated price and number of shares and any ~~material~~other ~~non-public~~factors ~~information~~that ~~not~~they ~~disclosed~~may todeem ~~the seller~~relevant, orand will only purchase shares if such purchases ~~are~~comply ~~prohibited~~with by Regulation M under the Exchange Act and the other federal securities laws.

~~Such a~~Any ~~purchase~~purchases ~~may~~by ~~include~~our asponsor, officers, ~~contractual~~directors ~~acknowledgment~~and/or ~~that~~their ~~such~~affiliates ~~stockholder,~~who ~~although~~are ~~still~~affiliated ~~the~~purchasers ~~record~~under ~~holder~~Rule of10b-18 ~~our~~under ~~shares is no longer~~ the ~~beneficial~~Exchange ~~owner~~Act ~~thereof~~will ~~and~~only ~~therefore~~be made ~~agrees~~to ~~not~~the toextent ~~exercise~~such ~~its~~purchases ~~redemption~~are ~~rights.~~able ~~Subsequent~~ to ~~the~~be ~~consummation~~made ofin ~~our~~compliance ~~initial~~with ~~public~~Rule ~~offering~~10b-18, wewhich ~~adopted~~is ana ~~insider~~safe ~~trading~~harbor ~~policy~~from ~~which~~liability ~~requires~~for manipulation ~~insiders~~under toSection 9(1a)(2) ~~refrain from purchasing securities during certain blackout periods~~ and ~~when~~Rule ~~they~~10b-5 ~~are~~of inthe ~~possession~~Exchange ofAct. ~~any~~Rule ~~material non~~10b-~~public~~18 ~~information~~has ~~and (2) clear~~ certain ~~trades~~technical ~~prior~~requirements tothat ~~execution.~~must be Wecomplied ~~cannot~~with ~~currently~~in ~~determine~~order ~~whether~~for ~~our~~the ~~insiders~~safe ~~will~~harbor ~~make such purchases pursuant~~ to ~~a Rule 10b5-1 plan, as it will~~ be ~~dependent~~available ~~upon several factors, including but not limited~~ to, the ~~timing and size of such purchases~~purchaser. ~~Depending~~ onOur ~~such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. In the event that our~~ sponsor, ~~directors,~~ officers, ~~advisors~~directors and/or their affiliates ~~purchase shares in privately~~ ~~negotiated~~will ~~transactions~~not ~~from~~make ~~public~~purchases ~~stockholders~~of ~~who~~shares ~~have~~if ~~already~~the ~~elected~~purchases ~~to exercise their redemption rights, such selling stockholders~~ would beviolate ~~required~~Section to9(a)(2) ~~revoke~~or ~~their~~Rule ~~prior~~10b-5 ~~elections~~of tothe ~~redeem~~Exchange ~~their shares~~Act. WeAny ~~do not currently anticipate that~~ such purchases~~, if any,~~ ~~would~~will ~~constitute~~be areported ~~tender~~pursuant ~~offer subject~~ to ~~the~~Section ~~tender~~13 ~~offer~~and ~~rules~~Section ~~under~~16 of the Exchange Act ~~or a going-private transaction subject~~ to the ~~going-private~~ ~~rules~~extent ~~under~~such ~~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~~reporting requirements.

~~The purpose~~Redemption ofRights ~~any~~for ~~such~~Public ~~purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase~~Stockholders ~~the~~upon ~~likelihood~~Completion of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our ~~initial~~Initial ~~business combination,~~Business ~~where~~Combination 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.

14We will provide our public stockholders with the opportunity to redeem all or a portion of their 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 calculated as of two business days prior to the completion 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, if any, 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 $10.15 per public share. In certain circumstances, our public stockholders may receive less than $10.15 per share upon our liquidation. See “If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.15 per share” and other risk factors below. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, directors and each member of our management team have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares in connection with (i) the completion of our initial business combination and (ii) a stockholder vote to approve an amendment to our certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within the completion window.

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

Our ~~sponsor,~~ ~~officers,~~certificate ~~directors~~of ~~and/or~~incorporation provides ~~their affiliates anticipate~~ that ~~they~~in ~~may~~no ~~identify~~event ~~the~~will ~~stockholders~~we ~~with~~redeem ~~whom~~ our ~~sponsor, officers,~~public ~~directors~~shares orin ~~their~~an ~~affiliates~~amount ~~may~~that ~~pursue~~would ~~privately~~cause ~~negotiated~~our ~~purchases~~net bytangible ~~either~~assets ~~the~~to ~~stockholders~~be ~~contacting~~less ~~us directly~~than or$5,000,001 by(so ~~our~~that ~~receipt~~we ofare ~~redemption~~not ~~requests~~subject ~~submitted~~to ~~by stockholders (in~~ the ~~case~~SEC’s of“penny ~~our~~stock” ~~Class~~rules). AHowever, ~~common~~the ~~stock)~~proposed ~~following~~business ~~our mailing~~combination ofmay ~~proxy~~require: ~~materials~~(i) incash ~~connection~~consideration ~~with~~to ~~our~~be ~~initial~~paid ~~business~~to ~~combination. To~~ the ~~extent~~target ~~that~~or ~~our~~its ~~sponsor~~owners, ~~officers,~~(ii) ~~directors,~~cash ~~advisors or~~to ~~their~~be ~~affiliates~~transferred ~~enter~~to ~~into~~the atarget ~~private~~for ~~purchase,~~working capital ~~they~~or ~~would~~other ~~identify~~general ~~and~~corporate ~~contact~~purposes ~~only~~or ~~potential~~(iii) ~~selling~~the ~~stockholders~~retention ~~who~~of ~~have expressed~~cash ~~their election~~ to ~~redeem~~satisfy ~~their~~other ~~shares~~conditions ~~for~~in aaccordance ~~pro~~with ~~rata~~the ~~share~~ terms of the ~~trust~~proposed ~~account or vote against our initial~~ business combination,. ~~whether~~In orthe ~~not~~event ~~such~~the ~~stockholder~~aggregate ~~has~~cash ~~already~~consideration ~~submitted~~we awould ~~proxy~~be ~~with~~required ~~respect~~ to ~~our~~pay ~~initial~~for ~~business~~all ~~combination~~Class ~~but~~A ~~only~~common ifstock ~~such~~that ~~shares~~are ~~have~~validly ~~not~~submitted ~~already~~for ~~been~~redemption ~~voted~~plus atany ~~the~~amount ~~stockholder~~required ~~meeting related~~ to ~~our~~satisfy ~~initial~~cash ~~business~~conditions ~~combination.~~pursuant ~~Our~~to ~~sponsor,~~the terms ~~executive~~of ~~officers,~~the ~~directors,~~proposed ~~advisors~~business orcombination ~~any~~exceed ofthe ~~their~~aggregate ~~affiliates~~amount ~~will~~of ~~select~~cash ~~which~~available ~~stockholders~~ to ~~purchase~~us, ~~shares~~we ~~from~~will ~~based on~~not complete the ~~negotiated~~business ~~price~~combination or ~~and~~redeem ~~number~~any of shares, and ~~any~~all ~~other~~Class ~~factors~~A ~~that~~common ~~they~~stock ~~may~~submitted ~~deem~~for ~~relevant,~~redemption ~~and~~ will ~~only~~be ~~purchase~~returned ~~shares if~~to ~~such purchases comply with Regulation M under~~ the ~~Exchange~~holders ~~Act and the other federal securities laws~~thereof.

Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates will not make purchases of shares 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 purchasers are subject to such reporting requirements.15

~~Redemption Rights~~Manner ~~for Public Stockholders upon Completion~~ of ~~our~~Conducting ~~Initial~~Redemptions ~~Business Combination~~

We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares of Class A common stock upon the completion of our initial business combination ateither a(i) ~~per-share price, payable~~ in ~~cash,~~connection ~~equal~~with toa ~~the~~stockholder ~~aggregate~~meeting ~~amount~~called ~~then on deposit in the trust account calculated as of two business days prior~~ to ~~the~~approve ~~completion of~~ the initial business combination, ~~including~~or ~~interest earned~~(ii) onby ~~the~~means ~~funds~~of ~~held~~a intender ~~the~~offer. ~~trust~~The ~~account~~decision ~~and~~as ~~not previously released~~ to uswhether towe ~~pay~~will ~~our~~seek ~~taxes,~~stockholder ifapproval ~~any,~~of ~~divided~~a byproposed ~~the number~~initial ofbusiness ~~then~~combination ~~outstanding~~or ~~public~~conduct ~~shares,~~a ~~subject~~tender tooffer ~~the~~will ~~limitations~~be ~~described~~made ~~herein.~~by ~~The~~us, ~~amount~~solely in ~~the~~our ~~trust~~discretion, ~~account~~and iswill ~~initially anticipated to~~ be ~~approximately~~based ~~$10.15~~on ~~per~~a ~~public~~variety ~~share.~~of factors Insuch ~~certain~~as ~~circumstances,~~the ~~our~~timing ~~public~~of ~~stockholders~~the ~~may~~transaction ~~receive~~and ~~less~~whether ~~than~~the ~~$10.15~~terms ~~per share~~of ~~upon~~the ~~our~~transaction ~~liquidation.~~would ~~See~~require ~~“If third parties bring claims against~~ us, ~~the~~to ~~proceeds~~seek ~~held~~stockholder ~~in the trust account~~approval ~~could~~under ~~be reduced and~~ the ~~per-share~~law ~~redemption~~or ~~amount~~stock ~~received~~exchange bylisting ~~stockholders~~requirement. ~~may~~Under beNasdaq ~~less~~rules, ~~than~~asset ~~$10.15~~acquisitions ~~per share”~~ and ~~other risk~~stock ~~factors~~purchases ~~below. The~~would ~~per-share~~not ~~amount~~typically require westockholder ~~will~~approval ~~distribute~~while todirect ~~investors~~mergers ~~who~~with ~~properly~~our ~~redeem~~company ~~their~~where ~~shares~~we ~~will~~do not besurvive ~~reduced by~~and ~~the~~any ~~deferred~~transactions ~~underwriting~~where ~~commissions~~ we ~~will~~issue more ~~pay~~than to20% ~~the~~of ~~underwriter.~~our ~~The~~outstanding ~~redemption~~common ~~rights~~stock ~~will~~or ~~include~~seek ~~the~~to ~~requirement~~amend ~~that a~~our ~~beneficial~~amended ~~holder~~and ~~must~~restated ~~identify~~certificate ~~itself~~of inincorporation ~~order~~would torequire stockholder ~~validly redeem its shares~~approval. ~~There~~If ~~will~~we bestructure noan ~~redemption rights upon the completion of our~~ initial business combination with ~~respect~~a totarget ~~our~~company ~~warrants.~~in ~~Our~~a ~~sponsor,~~manner ~~directors~~that ~~and~~requires ~~each~~stockholder approval, ~~member~~we ofwill ~~our~~not ~~management team~~ have ~~entered~~discretion ~~into~~as ~~letter~~to ~~agreements~~whether ~~with us, pursuant~~ to ~~which~~seek ~~they~~a ~~have~~stockholder ~~agreed~~vote to ~~waive~~approve ~~their~~the ~~redemption~~proposed ~~rights~~initial ~~with~~business ~~respect~~combination. toWe ~~any~~may ~~founder~~conduct ~~shares~~redemptions ~~and~~without ~~any~~a ~~public~~stockholder ~~shares~~vote inpursuant ~~connection~~to ~~with~~the ~~(i)~~tender ~~the~~offer ~~completion~~rules of ~~our~~the ~~initial~~SEC ~~business~~unless ~~combination~~stockholder ~~and (ii)~~approval ais ~~stockholder~~required ~~vote~~by tolaw ~~approve~~or anstock ~~amendment~~exchange tolisting ~~our~~requirements ~~certificate~~or ofwe ~~incorporation~~choose ~~that~~to ~~would~~seek ~~affect~~stockholder ~~the~~approval ~~substance~~for business or ~~timing~~other ~~of our~~legal ~~obligation~~reasons. toSo ~~allow~~long ~~redemption~~as inwe ~~connection~~obtain ~~with~~and ~~our~~maintain ~~initial~~a ~~business~~listing ~~combination~~for ~~or to redeem 100% of~~ our ~~public~~securities ~~shares~~on ifNasdaq, we ~~have~~ ~~not~~will ~~completed~~be anrequired ~~initial~~to ~~business~~comply ~~combination~~with ~~within~~such ~~the completion window~~rules.

~~Limitations~~If we held a stockholder onvote ~~Redemptions~~to approve our initial business combination, we will, pursuant to our amended and restated certificate of incorporation:

Our 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). However, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A common stock submitted for redemption will be returned to the holders thereof.

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

15In 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.

~~Manner~~If we seek stockholder approval, unless otherwise required by applicable law, regulation, or stock exchange rules, we will complete our initial business combination only if the outstanding shares representing a majority of ~~Conducting~~the ~~Redemptions~~voting power of all outstanding shares of capital stock of our company present in person or by proxy at such meeting are voted in favor of the initial business combination. A quorum for such meeting will consist of the holder present in person or by proxy of shares of outstanding capital stock of our company representing a majority of the voting power of all outstanding shares of capital stock of our company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the terms of letter agreements entered into with us, our sponsor and members of our management team have agreed to vote their founder shares and any public shares purchased 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. As a result, in addition to our initial stockholders’ founder shares, we would need 8,100,428, or 39.1%, of the 20,700,000 public shares sold in our public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will complete 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 or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. In addition, our sponsor, directors and each member of our management team, have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with (i) the completion of a business combination and (ii) a stockholder vote to approve an amendment to our certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within the completion window.

We will provide our public stockholders with the opportunity to redeem all or a portion of their public 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 obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.16

If, wehowever, ~~held~~stockholder approval aof ~~stockholder~~the ~~vote~~transaction is required by law or stock exchange listing requirement, or we decide to ~~approve~~ ~~our~~obtain ~~initial~~stockholder approval for business ~~combination~~or other legal reasons, we will, pursuant to our ~~amended and restated~~ certificate of incorporation:

	●	conduct the redemptions inpursuant ~~conjunction~~to ~~with~~Rule a13e-4 ~~proxy~~and ~~solicitation pursuant to~~ Regulation ~~14A~~14E of the Exchange Act, which ~~regulates~~regulate ~~the~~issuer ~~solicitation of proxies, and not pursuant to the~~ tender ~~offer rules~~offers; and
	●	file ~~proxy~~tender ~~materials~~offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

In Upon the ~~event~~public ~~that we seek stockholder approval~~ announcement of our initial business combination, we or our sponsor will ~~distribute~~terminate ~~proxy~~any ~~materials~~plan ~~and,~~established in ~~connection~~accordance with Rule 10b5-1 to purchase ~~therewith,~~Class ~~provide~~A common stock in the open market if we elect to redeem our public ~~stockholders~~shares ~~with~~through ~~the~~a ~~redemption~~tender ~~rights~~offer, ~~described~~to ~~above~~comply ~~upon~~with ~~completion~~Rule of14e-5 under the ~~initial~~Exchange ~~business combination~~Act.

IfIn wethe ~~seek~~event ~~stockholder approval, unless otherwise required by applicable law, regulation, or stock exchange rules,~~ we ~~will complete our initial business~~conduct ~~combination~~redemptions ~~only~~pursuant ifto the ~~outstanding~~tender ~~shares~~offer ~~representing~~rules, ~~a majority of the voting power of all outstanding shares of capital stock of~~ our ~~company~~offer ~~present~~to inredeem ~~person~~will orremain byopen ~~proxy~~for at ~~such~~least ~~meeting~~20 ~~are~~business ~~voted~~days, in ~~favor of the initial business combination. A quorum for such~~accordance ~~meeting~~with ~~will~~Rule ~~consist of the holder present in person or by proxy of shares of outstanding capital stock of our company representing~~ 14e-1(a) ~~majority~~under of the ~~voting~~Exchange ~~power of all outstanding shares of capital stock of our company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and~~Act, ~~pursuant to the terms of letter agreements entered into with us, our sponsor~~ and ~~members~~we ofwill ~~our~~not ~~management~~be ~~team~~permitted ~~have agreed~~ to ~~vote~~complete ~~their founder shares and any public shares purchased in favor of~~ our initial business combination. ~~For~~until ~~purposes of seeking approval of~~ the expiration ~~majority~~ of ~~our outstanding shares of common stock voted, non-votes will have no effect on~~ the ~~approval~~tender ofoffer ~~our initial business combination once a quorum is obtained~~period. AsIn ~~a result, in~~ addition ~~to our initial stockholders’ founder shares~~, ~~we would need 8,100,428, or 39.1%, of~~ the ~~20,700,000~~tender ~~public~~offer ~~shares~~will ~~sold in our public offering to~~ be ~~voted~~conditioned inon ~~favor~~public ofstockholders annot ~~initial~~tendering ~~business combination in order to have our initial business combination~~more ~~approved.~~than ~~These quorum and voting thresholds, and~~ the ~~voting~~number ~~agreements~~ of ~~our~~public ~~initial~~shares ~~stockholders, may make it more likely that~~ we ~~will~~ ~~complete~~are ~~our~~permitted ~~initial~~to ~~business combination~~redeem. ~~Each~~If public ~~stockholder~~stockholders ~~may~~tender ~~elect~~more ~~to redeem its public~~ shares ~~irrespective~~than ~~of whether~~we ~~they~~have ~~vote~~offered ~~for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held~~ to ~~approve the proposed transaction. In addition, our sponsor, directors and each member of our management team, have~~ ~~entered into letter agreements with us~~purchase, ~~pursuant~~we towill ~~which~~withdraw ~~they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with (i)~~ the ~~completion~~tender ofoffer ~~a business combination~~ and ~~(ii)~~not acomplete ~~stockholder vote to approve an amendment to our certificate of incorporation that would affect~~ the ~~substance or timing of our obligation to allow redemption in connection with our~~ initial business combination ~~or to redeem 100% of our public shares if we have not completed an initial business combination within the completion window~~.

16Our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of our Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of our Class A common stock submitted for redemption will be returned to the holders thereof.

~~If, however,~~Limitation ~~stockholder~~on ~~approval~~Redemption ofupon ~~the transaction is required by law or stock exchange listing requirement, or we decide to obtain~~Completion ~~stockholder~~of ~~approval~~Our ~~for~~Initial ~~business~~Business orCombination ~~other~~If ~~legal~~We ~~reasons,~~Seek weStockholder ~~will,~~Approval ~~pursuant to our certificate of incorporation:~~

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

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 certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to the Excess Shares. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in the initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor, 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 the initial public offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.17

~~In the~~Tendering ~~event~~Share weCertificates ~~conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,~~ in ~~accordance~~ Connection with ~~Rule 14e-1(~~a) ~~under~~Tender ~~the~~Offer ~~Exchange~~or ~~Act,~~Redemption ~~and~~Rights we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

~~Our~~Public ~~amended~~stockholders ~~and restated certificate~~seeking ofto ~~incorporation~~exercise ~~provides~~their ~~that~~redemption inrights, nowhether ~~event~~they ~~will~~are werecord ~~redeem~~holders ~~our~~or ~~public~~hold their shares in an“street ~~amount~~name,” ~~that~~will ~~would~~be required ~~cause~~to either tender their certificates (if any) to our ~~net~~transfer ~~tangible~~agent ~~assets~~prior to bethe date set forth in the proxy solicitation ~~less~~or ~~than~~tender $5offer materials,~~000~~ as applicable,~~001~~ ~~(so~~mailed ~~that~~to wesuch ~~are~~holders, ~~not~~or ~~subject~~to deliver their shares to the ~~SEC~~transfer agent electronically using The Depository Trust Company’s ~~“penny~~DWAC ~~stock”~~(Deposit/ ~~rules~~Withdrawal At Custodian). ~~Redemptions~~System, ofat ~~our~~the ~~public~~holder’s ~~shares~~option, in each ~~may~~case ~~also~~up beto ~~subject~~two business days prior to athe ~~higher~~initially ~~net~~scheduled ~~tangible~~vote ~~asset~~to ~~test~~approve the business combination. The proxy solicitation or ~~cash~~tender ~~requirement~~offer ~~pursuant~~materials, toas anapplicable, ~~agreement~~that ~~relating~~we will furnish to holders of our public shares in connection with our initial business combination. ~~For~~will ~~example~~indicate the applicable delivery requirements, which will include the ~~proposed~~requirement ~~business~~that ~~combination~~a ~~may~~beneficial ~~require:~~holder ~~(i)~~must identify ~~cash~~itself ~~consideration~~in order to bevalidly ~~paid~~redeem toits shares. Accordingly, a public stockholder would have from the ~~target~~time orwe ~~its~~send ~~owners,~~out our ~~(ii)~~tender ~~cash~~offer tomaterials beuntil ~~transferred~~the toclose of the ~~target~~tender ~~for~~offer ~~working~~period, ~~capital~~ or ~~other~~up ~~general~~to ~~corporate~~two ~~purposes~~days orprior ~~(iii)~~to the ~~retention~~initial ofvote ~~cash~~on tothe ~~satisfy~~business ~~other~~combination ~~conditions~~if inwe ~~accordance~~distribute ~~with~~proxy ~~the~~materials, ~~terms~~as ofapplicable, ~~the~~to ~~proposed~~tender ~~business~~its ~~combination~~shares if it wishes to seek to exercise its redemption rights. InPursuant to the ~~event~~tender offer rules, the ~~aggregate~~tender ~~cash~~offer ~~consideration~~period wewill ~~would~~ be ~~required~~not toless ~~pay~~than ~~for~~20 ~~all~~business ~~shares~~days ofand, ~~our~~in ~~Class~~the Acase ~~common~~of a ~~stock~~stockholder ~~that~~vote, ~~are~~a ~~validly~~final ~~submitted~~proxy ~~for~~statement ~~redemption~~would ~~plus~~be ~~any~~mailed ~~amount~~to ~~required~~public tostockholders ~~satisfy cash~~at ~~conditions~~least ~~pursuant~~10 days prior to the ~~terms~~stockholder ofvote. However, ~~the~~we ~~proposed~~expect ~~business~~that ~~combination~~a ~~exceed~~draft ~~the~~proxy ~~aggregate~~statement ~~amount~~would ofbe ~~cash~~made available to ~~us,~~such westockholders ~~will~~well in advance of such time, providing ~~not~~additional ~~complete~~notice ~~the~~of ~~business~~redemption ~~combination~~if orwe ~~redeem~~conduct ~~any~~redemptions ~~shares,~~in ~~and~~conjunction ~~all~~with ~~shares~~a ofproxy ~~our~~solicitation. ~~Class~~Given Athe ~~common~~relatively ~~stock~~short period ~~submitted~~in ~~for~~which to exercise redemption ~~will~~rights, ~~be returned~~it is advisable for stockholders to ~~the~~use ~~holders~~electronic ~~thereof~~delivery of their public shares.

~~Limitation~~There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on ~~Redemption~~to ~~upon~~the ~~Completion~~redeeming holder. However, this fee would be incurred regardless of ~~Our~~whether ~~Initial~~or ~~Business~~not ~~Combination~~we require Ifholders Weseeking ~~Seek~~to ~~Stockholder~~exercise ~~Approval~~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.

~~Notwithstanding the~~The foregoing, ifis wedifferent from ~~seek~~the ~~stockholder~~procedures ~~approval~~used ofby ~~our~~many ~~initial~~blank ~~business~~check ~~combination~~companies. ~~and~~In weorder doto ~~not~~perfect ~~conduct~~redemption ~~redemptions~~rights in connection with ~~our~~their ~~initial~~ business ~~combination pursuant to the tender offer rules, our certificate of incorporation will provide that a~~ ~~public stockholder~~combinations, ~~together~~many ~~with~~blank ~~any~~check ~~affiliate~~companies ofwould ~~such~~distribute ~~stockholder~~proxy ormaterials ~~any~~for ~~other~~the ~~person~~stockholders’ ~~with~~vote ~~whom~~on ~~such~~an ~~stockholder~~initial ~~is acting in~~business ~~concert~~combination, orand as a ~~“group”~~holder ~~(as~~could ~~defined~~simply ~~under~~vote ~~Section~~against 13a ofproposed ~~the~~business ~~Exchange~~combination ~~Act),~~and ~~will~~check bea ~~restricted~~box ~~from~~on ~~seeking redemption rights with respect to~~ the ~~Excess~~proxy ~~Shares.~~card ~~We believe this restriction will discourage stockholders from accumulating large blocks~~indicating ~~of shares, and subsequent attempts by~~ such ~~holders~~holder towas ~~use~~seeking ~~their ability~~ to exercise ~~their~~his or her redemption rights. ~~against~~After athe ~~proposed~~ business combination aswas aapproved, ~~means~~the tocompany ~~force~~would contact ussuch orstockholder ~~our management~~ to ~~purchase~~arrange ~~their~~for ~~shares~~him ator aher ~~significant premium~~ to ~~the~~deliver ~~then-current market~~his ~~price~~ or onher ~~other~~certificate ~~undesirable~~to ~~terms~~verify ownership. ~~Absent~~As ~~this~~a ~~provision~~result, athe ~~public~~ stockholder then ~~holding~~had ~~more than~~ an ~~aggregate~~“option ofwindow” ~~15% of~~after the ~~shares~~completion ~~sold~~of in the ~~initial~~business ~~public~~combination ~~offering~~during ~~could~~which ~~threaten~~he toor ~~exercise~~she ~~its~~could ~~redemption~~monitor ~~rights~~the price ifof ~~such~~the ~~holder~~company’s shares ~~are not~~in ~~purchased~~the bymarket. ~~us,~~If ~~our~~the ~~sponsor,~~price orrose ~~our~~above ~~management~~the atredemption aprice, ~~premium~~he toor ~~the~~she ~~then-current~~could ~~market~~sell ~~price~~his or ~~on other undesirable terms.~~her Byshares ~~limiting~~in ~~our~~the ~~stockholders’~~open ~~ability~~market tobefore ~~redeem~~actually nodelivering ~~more~~his ~~than~~or ~~15%~~her ~~of the~~ shares ~~sold~~to in the ~~initial~~company ~~public~~for ~~offering~~cancellation. ~~without~~As ~~our prior~~a ~~consent~~result, ~~we believe we will limit~~ the ~~ability~~redemption rights, ofto awhich ~~small group of~~ stockholders towere ~~unreasonably~~aware ~~attempt~~they toneeded ~~block our ability~~ to ~~complete~~commit ~~our~~before ~~initial~~the ~~business~~general ~~combination~~meeting, ~~particularly~~would inbecome ~~connection~~“option” ~~with~~rights surviving apast ~~business~~the ~~combination~~completion ~~with~~of athe ~~target~~business ~~that~~combination ~~requires as~~until athe ~~closing~~redeeming ~~condition~~holder ~~that~~delivered weits ~~have~~certificate. aThe ~~minimum~~requirement for ~~net~~physical ~~worth~~ or aelectronic ~~certain~~delivery ~~amount~~prior ofto ~~cash.~~the ~~However,~~meeting weensures ~~would~~that ~~not~~a beredeeming ~~restricting our stockholders~~stockholder’s ~~ability~~election to ~~vote~~redeem ~~all~~is ofirrevocable once ~~their~~the ~~shares (including Excess Shares) for or against our initial~~ business combination is approved.

17Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

~~Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights~~ 18

~~Public stockholders~~If ~~seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to~~ our ~~transfer~~initial ~~agent prior to the date set forth in~~business ~~the~~combination ~~proxy~~is ~~solicitation~~not orapproved ~~tender offer materials, as applicable, mailed to such holders,~~ or tocompleted ~~deliver~~for ~~their~~any ~~shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System~~reason, atthen the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public ~~shares~~stockholders inwho ~~connection~~elected ~~with~~to ~~our~~exercise ~~initial business~~their ~~combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial~~redemption ~~holder~~rights ~~must~~would ~~identify~~not ~~itself~~be inentitled ~~order~~ to ~~validly~~ redeem ~~its~~their shares. ~~Accordingly,~~for ~~a public stockholder would have from~~ the ~~time we~~applicable ~~send~~pro ~~out~~rata ~~our~~share ~~tender offer materials until the close~~ of the ~~tender~~trust offer period, or up to two days prior to the initial vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rightsaccount. ~~Pursuant~~In tosuch ~~the tender offer rules~~case, ~~the~~we ~~tender offer period~~ will ~~be not less than 20 business days and,~~ inpromptly ~~the~~return ~~case~~any ofcertificates adelivered ~~stockholder~~by ~~vote, a final proxy statement would be mailed to~~ public ~~stockholders~~holders atwho ~~least~~elected ~~10 days prior~~ to ~~the stockholder~~redeem vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short period in which to exercise redemption rights, it is advisable for stockholders to use electronic delivery of their ~~public~~ shares.

~~There is~~If aour ~~nominal~~initial ~~cost associated with the above-referenced tendering process and the act of certificating the shares or delivering~~proposed ~~them~~business ~~through~~combination ~~the~~is ~~DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or~~ not ~~to pass this cost on to the redeeming holder. However~~completed, ~~this fee would be incurred regardless of whether or not~~ we ~~require~~may ~~holders~~continue ~~seeking~~ to ~~exercise~~try ~~redemption rights~~ to ~~tender~~complete ~~their~~a ~~shares.~~business ~~The~~combination ~~need~~with ~~to deliver shares is~~ a ~~requirement~~different oftarget ~~exercising redemption rights regardless of~~ until the ~~timing~~completion ~~of when such delivery must be effectuated~~window.

~~The foregoing~~Redemption isof ~~different~~Public ~~from~~Shares the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and ~~a holder could simply vote against a proposed business combination and check a box on the proxy~~Liquidation ~~card~~if ~~indicating~~no ~~such~~Initial ~~holder~~Business ~~was~~Combination seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the business combination is approved.

~~Any~~Our sponsor, officers and ~~request~~directors have agreed that we will have only the completion window to ~~redeem~~complete ~~such~~our ~~shares,~~initial ~~once~~business ~~made~~combination. If we have not completed an initial business combination within the completion window, ~~may~~we bewill: ~~withdrawn~~(i) atcease ~~any~~all ~~time~~operations except for the purpose of winding up, to(ii) ~~two~~as promptly as reasonably possible but not more than ten business days ~~prior~~thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the ~~vote~~aggregate amount then on deposit in the ~~proposal~~trust account, including interest earned toon ~~approve~~the funds held in the ~~business~~trust ~~combination,~~account ~~unless~~and ~~otherwise~~not ~~agreed~~previously released to by us. ~~Furthermore~~to pay our taxes, if aany ~~holder~~(less ofup ato ~~public~~$100,000 ~~share~~of ~~delivered its~~interest ~~certificate~~to inpay ~~connection~~dissolution ~~with~~expenses), andivided ~~election~~by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights ~~and~~as ~~subsequently~~stockholders ~~decides~~(including ~~prior~~the right to ~~the~~receive ~~applicable~~further ~~date~~liquidation ~~not~~distributions, toif ~~elect~~any), subject to ~~exercise~~applicable ~~such rights~~law, ~~such~~and ~~holder~~(iii) ~~may~~as ~~simply~~promptly ~~request~~as ~~that~~reasonably ~~the~~possible ~~transfer~~following ~~agent~~such ~~return~~redemption, subject to the ~~certificate~~approval ~~(physically~~of orour ~~electronically).~~remaining Itstockholders isand ~~anticipated~~our ~~that~~board ~~the~~of ~~funds~~directors, liquidate and dissolve, subject in each case to beour ~~distributed~~obligations under Delaware law to provide ~~holders~~for claims of ~~our~~creditors ~~public~~and ~~shares~~the ~~electing~~requirements toof ~~redeem~~other ~~their~~applicable ~~shares~~law. There will be ~~distributed promptly~~no ~~after~~redemption ~~the~~rights ~~completion~~or ofliquidating distributions with respect to our warrants, which will expire worthless if we do not complete an initial business combination within the completion window.

18Our sponsor, directors, and each member of our management team have entered into letter agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete an initial business combination within the completion window. However, if our sponsor, director, or members of our management team acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete an initial business combination within the completion window.

IfOur sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our ~~initial~~certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination isor to redeem 100% of our public shares if we do not ~~approved~~complete an initial business combination within the completion window or ~~completed~~with ~~for~~respect to any ~~reason~~other provisions relating to stockholders’ rights or pre-initial business combination activity, unless ~~then~~we provide our public stockholders ~~who~~with ~~elected~~the opportunity to ~~exercise~~ redeem their ~~redemption~~public ~~rights~~shares ~~would~~upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not bepreviously ~~entitled~~released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares. However, we may not redeem ~~their~~our public shares ~~for~~in ~~the~~an ~~applicable~~amount ~~pro~~that ~~rata~~would ~~share~~cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of deferred underwriters’ fees and commissions (so that we are not subject to the ~~trust~~SEC’s ~~account~~“penny stock” rules). InIf this optional redemption right is exercised with respect to an excessive number of public shares such ~~case~~that we cannot satisfy the net tangible asset requirement, we ~~will~~would ~~promptly~~not ~~return~~proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any ~~certificates~~such ~~delivered~~amendment, whether proposed by ~~public~~our ~~holders~~sponsor, ~~who~~any ~~elected~~executive toofficer, ~~redeem~~director ~~their~~or ~~shares~~director nominee, or any other person.

IfWe expect that all costs and expenses associated with implementing our ~~initial~~plan ~~proposed~~of ~~business~~dissolution, ~~combination~~as iswell ~~not~~as ~~completed~~payments to any creditors, wewill ~~may~~be ~~continue~~funded from amounts remaining out of the approximately $1,131,000 of proceeds held outside the trust account plus up to ~~try~~$100,000 of funds from the trust account available to ~~complete~~us ato ~~business~~pay ~~combination~~dissolution ~~with~~expenses, aalthough ~~different target~~we ~~until~~cannot ~~the~~assure ~~completion~~you ~~window~~that there will be sufficient funds for such purpose.

~~Redemption of Public Shares and Liquidation if no Initial Business Combination~~ 19

~~Our sponsor,~~If ~~officers and directors have agreed that~~ we ~~will~~were ~~have only the completion window~~ to ~~complete~~expend ~~our initial business combination.~~all Ifof wethe ~~have~~net ~~not~~proceeds ~~completed~~of anthe initial ~~business~~public ~~combination~~offering ~~within~~and the ~~completion~~sale ~~window,~~of wethe ~~will:~~private ~~(i)~~placement ~~cease~~warrants, ~~all~~other ~~operations~~than ~~except for~~ the ~~purpose~~proceeds ofdeposited in ~~winding~~the uptrust account, ~~(ii)~~and aswithout ~~promptly~~taking asinto ~~reasonably~~account ~~possible~~interest, ~~but~~if ~~not~~any, ~~more~~earned ~~than~~on ~~ten~~the ~~business~~trust ~~days thereafter~~account, ~~redeem~~ the ~~public shares, at a~~ per-share ~~price,~~redemption ~~payable in cash, equal to the aggregate~~ amount received ~~then~~by onstockholders ~~deposit~~upon inour ~~the~~dissolution ~~trust~~would ~~account, including~~be ~~interest~~approximately ~~earned~~$10.15. onThe ~~the~~proceeds ~~funds~~deposited ~~held~~ in the trust account ~~and~~could, however, ~~not~~become ~~previously~~subject ~~released~~ to usthe toclaims ~~pay~~of our ~~taxes,~~creditors ifwhich ~~any~~would ~~(less up~~have tohigher ~~$100,000~~priority ofthan ~~interest~~the toclaims ~~pay~~of ~~dissolution~~our ~~expenses),~~public ~~divided~~stockholders. We bycannot ~~the~~assure ~~number~~you ofthat the ~~then~~actual ~~outstanding~~per-share ~~public shares, which~~ redemption ~~will~~ ~~completely~~amount ~~extinguish~~received ~~public~~by stockholders’ ~~rights~~will asnot ~~stockholders~~be ~~(including~~substantially ~~the~~less ~~right~~than ~~to receive further liquidation distributions,~~$10.15. ifUnder ~~any~~Section 281(b), ~~subject~~of tothe ~~applicable law~~DGCL, ~~and~~our ~~(iii)~~plan asof ~~promptly~~dissolution asmust ~~reasonably~~provide ~~possible~~for ~~following~~all ~~such~~claims ~~redemption,~~against ~~subject~~us to ~~the~~be ~~approval of~~paid ~~our~~in ~~remaining~~full ~~stockholders~~or ~~and~~make ~~our~~provision for ~~board~~payments ofto ~~directors,~~be ~~liquidate~~made ~~and~~in ~~dissolve~~full, ~~subject~~as inapplicable, ~~each~~if ~~case~~there toare ~~our~~sufficient ~~obligations~~assets. ~~under Delaware~~These ~~law~~claims tomust ~~provide~~be ~~for~~paid ~~claims~~or ofprovided ~~creditors~~for ~~and~~before we ~~the~~make ~~requirements~~any distribution of ~~other~~our ~~applicable~~remaining ~~law.~~assets ~~There~~to ~~will~~our bestockholders. noWhile ~~redemption~~we ~~rights or~~intend ~~liquidating~~to ~~distributions~~pay ~~with~~such ~~respect~~amounts, toif ~~our warrants~~any, ~~which~~we ~~will~~cannot ~~expire~~assure you ~~worthless~~that if we dowill ~~not~~have ~~complete~~funds ansufficient ~~initial~~to ~~business combination~~pay ~~within~~or ~~the~~provide ~~completion~~for ~~window~~all creditors’ claims.

~~Our~~Although we will seek to have all ~~sponsor~~vendors, ~~directors~~service providers (other than our independent registered public accounting firm), ~~and~~prospective ~~each~~target ~~member~~businesses ofand ~~our~~other ~~management~~entities with ~~team~~which ~~have~~we ~~entered~~do ~~into~~business ~~letter~~execute agreements with us waiving any right, ~~pursuant~~title, interest or claim of any kind in or to ~~which~~any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even ~~have~~if ~~waived~~they ~~their~~execute ~~rights~~such toagreements ~~liquidating~~that ~~distributions~~they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to ~~their~~a ~~founder~~claim ~~shares~~against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we domay engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Maxim will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that ~~complete~~such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed an initial business combination within the completion window, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. ~~However~~In order to protect the amounts held in the trust account, our sponsor has agreed that they will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our ~~sponsor,~~independent ~~director~~registered public accounting firm), or ~~members~~a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of ~~our~~(i) ~~management~~$10.15 per public share and (ii) the ~~team~~actual ~~acquire~~amount per public ~~shares~~share held in the trust account as of the date of the liquidation of the trust account if less than $10.15 per share, ~~they~~due ~~will~~to reductions in the value of the trust assets, in each case net of the interest that may be ~~entitled~~withdrawn to ~~liquidating~~pay ~~distributions~~our ~~from~~taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account ~~with~~nor ~~respect~~will it apply to ~~such~~any claims under our indemnity of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver ~~shares~~is ifdeemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we dohave not ~~complete~~asked anour ~~initial~~sponsor ~~business~~to ~~combination~~reserve ~~within~~for ~~the~~such ~~completion~~indemnification ~~window~~obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Our sponsor,~~In ~~executive~~the ~~officers~~event ~~and directors have agreed, pursuant to a written agreement with us,~~ that ~~they~~the ~~will not propose any~~proceeds ~~amendment~~in tothe ~~our~~trust ~~certificate~~account ofare ~~incorporation~~reduced ~~that~~below ~~would affect~~ the ~~substance~~lesser ~~or timing~~ of ~~our~~(i) ~~obligation~~$10.15 toper ~~allow~~public ~~redemption in~~share ~~connection~~and ~~with~~(ii) ~~our~~the ~~initial~~actual ~~business~~amount ~~combination~~per ~~or to redeem 100% of our~~ public ~~shares~~share ~~if we do not complete an initial business~~held ~~combination~~in ~~within~~ the ~~completion~~trust ~~window~~account oras ~~with~~of ~~respect~~the todate ~~any~~of ~~other~~the ~~provisions~~liquidation ~~relating~~of ~~to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with~~ the ~~opportunity~~trust toaccount ~~redeem~~if ~~their~~less ~~public~~than ~~shares~~$10.15 ~~upon approval of any such amendment at a~~ per~~-share~~ ~~price~~share, ~~payable~~due ~~in cash, equal~~ to reductions in the ~~aggregate~~value ~~amount~~of ~~then on deposit in~~ the trust ~~account~~ assets, ~~including~~in ~~interest~~each ~~earned~~case onnet ~~the~~of ~~funds held in~~ the ~~trust~~interest ~~account~~which ~~and~~may ~~not~~be ~~previously~~withdrawn ~~released~~ to ~~us to~~ pay our taxes, if any, ~~(less~~and upour tosponsor assert ~~$100,000~~that ofthey ~~interest~~are unable to ~~pay~~satisfy ~~dissolution~~their ~~expenses)~~indemnification ~~divided~~obligations byor ~~the~~that ~~number~~they ofhave ~~the~~no ~~then~~indemnification ~~outstanding~~obligations ~~public shares.~~related ~~However,~~to wea ~~may~~particular ~~not~~claim, ~~redeem~~ our ~~public~~independent ~~shares~~directors ~~in an amount that~~ would ~~cause~~determine ~~our~~whether ~~net tangible assets~~ to betake ~~less~~legal ~~than~~action ~~$5,000,001 either~~against ~~immediately~~our ~~prior~~sponsor to orenforce ~~upon consummation of our initial business combination and after payment of deferred underwriters’~~their ~~fees~~indemnification ~~and~~obligations. ~~commissions~~While ~~(so that~~ we ~~are~~currently ~~not~~expect ~~subject~~that toour ~~the~~independent ~~SEC’s~~directors ~~“penny~~would ~~stock”~~take ~~rules).~~legal Ifaction ~~this~~on ~~optional~~our ~~redemption~~behalf ~~right~~against isour ~~exercised~~sponsor ~~with~~to ~~respect~~enforce totheir anindemnification ~~excessive~~obligations ~~number~~to ofus, ~~public~~it ~~shares~~is ~~such~~possible that weour ~~cannot~~independent ~~satisfy~~directors ~~the~~in ~~net~~exercising ~~tangible~~their business ~~asset~~judgment ~~requirement, we~~may ~~would~~choose not ~~proceed~~to ~~with~~do ~~the~~so ~~amendment~~in orany ~~the~~particular ~~related~~instance. ~~redemption~~Accordingly, ofwe ~~our~~cannot ~~public~~assure ~~shares~~you atthat ~~such~~due ~~time.~~to ~~This~~claims ~~redemption~~of ~~right shall~~creditors ~~apply in~~ the ~~event~~actual value of the ~~approval~~per-share ofredemption ~~any~~price ~~such~~will ~~amendment,~~not ~~whether~~be ~~proposed~~less bythan ~~our~~$10.15 ~~sponsor,~~per ~~any executive officer, director or director nominee, or any other person~~share.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,131,000 of proceeds held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.20

19We have sought 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 (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,131,000 from the proceeds of the initial public offering and the sale of the private placement warrants 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, however such liability will not be greater than the amount of funds from our trust account received by any such stockholder.

~~If we~~Under ~~were~~the toDGCL, ~~expend~~stockholders may ~~all~~be ofheld ~~the~~liable ~~net~~for ~~proceeds~~claims ofby ~~the~~third ~~initial~~parties ~~public~~against ~~offering~~a ~~and~~corporation to the ~~sale~~extent of ~~the~~distributions ~~private~~received ~~placement~~by ~~warrants,~~them ~~other~~in a dissolution. ~~than~~The ~~the~~pro ~~proceeds~~rata ~~deposited~~portion inof ~~the~~our trust account, ~~and~~distributed ~~without~~to ~~taking~~our ~~into~~public ~~account~~stockholders ~~interest,~~upon ifthe ~~any,~~redemption ~~earned~~of onour ~~the~~public ~~trust~~shares ~~account,~~ in the event ~~per-share~~we ~~redemption~~do ~~amount~~not ~~received~~complete ~~by stockholders upon~~ our ~~dissolution~~initial ~~would~~business becombination ~~approximately~~within ~~$10.15.~~the ~~The~~completion ~~proceeds~~window ~~deposited in~~may ~~the~~be ~~trust~~considered ~~account~~a ~~could,~~liquidating ~~however,~~distribution under ~~become~~Delaware ~~subject~~law. toIf the ~~claims~~corporation ofcomplies ~~our~~with ~~creditors~~certain ~~which~~procedures ~~would~~set ~~have~~forth ~~higher~~in ~~priority~~Section ~~than~~280 ~~the claims~~ of ~~our~~the ~~public~~DGCL ~~stockholders.~~intended Weto ~~cannot~~ensure that ~~assure~~it ~~you~~makes ~~that~~reasonable ~~the~~provision ~~actual~~for ~~per-share~~all ~~redemption~~claims ~~amount~~against ~~received~~it, byincluding ~~stockholders~~a ~~will~~60-day ~~not be~~notice ~~substantially~~period ~~less~~during ~~than~~which ~~$10.15.~~any ~~Under~~third-party ~~Section~~claims can ~~281(b)~~be ofbrought against the ~~DGCL~~corporation, ~~our~~a ~~plan~~90-day ofperiod ~~dissolution~~during ~~must~~which ~~provide~~the ~~for~~corporation ~~all~~may ~~claims~~reject ~~against us~~any toclaims bebrought, ~~paid~~and inan ~~full~~additional 150-day orwaiting ~~make~~period ~~provision~~before ~~for~~any ~~payments~~liquidating todistributions beare made into ~~full~~stockholders, asany ~~applicable,~~liability ifof ~~there~~stockholders ~~are~~with ~~sufficient assets. These~~respect ~~claims~~to ~~must~~a beliquidating ~~paid~~distribution oris ~~provided~~limited ~~for~~to ~~before~~the welesser ~~make~~of ~~any~~such ~~distribution~~stockholder’s ofpro ~~our~~rata ~~remaining~~share ~~assets~~of tothe ~~our~~claim ~~stockholders.~~or ~~While~~the weamount ~~intend~~distributed to ~~pay~~the ~~such amounts~~stockholder, ifand any, weliability ~~cannot~~of ~~assure~~the ~~you~~stockholder ~~that~~would webe ~~will~~barred ~~have~~after ~~funds~~the ~~sufficient~~third toanniversary ~~pay~~of orthe ~~provide for all creditors’ claims~~dissolution.

~~Although we will seek to have all vendors~~Furthermore, ~~service~~if ~~providers~~the ~~(other~~pro ~~than~~rata ~~our independent registered public accounting firm), prospective~~portion ~~target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim~~ of ~~any~~our ~~kind in or to any monies held in the~~ trust account ~~for~~distributed ~~the~~to ~~benefit of~~ our public stockholders, ~~there~~upon ~~is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against~~ the ~~trust~~redemption ~~account including but not limited to fraudulent inducement, breach~~ of ~~fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against~~ our ~~assets,~~public ~~including~~shares ~~the funds held~~ in the ~~trust~~event ~~account.~~we Ifdo ~~any~~not ~~third~~complete ~~party refuses to execute an agreement~~our ~~waiving~~initial ~~such~~business ~~claims~~combination towithin the ~~monies~~completion ~~held in the trust account~~window, ~~our~~is ~~management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has~~ not ~~executed~~considered a ~~waiver~~liquidating ifdistribution ~~management~~under ~~believes~~Delaware ~~that~~law and such redemption ~~third~~distribution ~~party’s~~is ~~engagement~~deemed ~~would~~to be ~~significantly~~unlawful ~~more~~(potentially ~~beneficial~~due to usthe ~~than~~imposition ~~any alternative. Examples~~ of ~~possible~~legal ~~instances~~proceedings ~~where we may engage a third party~~ that ~~refuses to execute~~ a ~~waiver include the engagement of a third~~ party ~~consultant~~may ~~whose~~bring ~~particular expertise~~ or ~~skills~~due ~~are believed by management~~ to ~~be significantly superior to those of~~ other ~~consultants~~ circumstances that ~~would~~are ~~agree~~currently ~~to execute~~unknown), athen ~~waiver~~pursuant ~~or in cases where management is unable~~ to ~~find~~Section a174 ~~service~~of ~~provider willing to execute a waiver. Maxim will not execute agreements with us waiving such claims to~~ the ~~monies~~DGCL, ~~held in~~ the ~~trust~~statute ~~account.~~of Inlimitations ~~addition,~~for ~~there~~claims isof nocreditors ~~guarantee~~could ~~that~~then be ~~such~~six ~~entities~~years ~~will~~after ~~agree to waive any claims they may have in~~ the ~~future~~unlawful asredemption ~~a result of~~distribution, orinstead ~~arising out~~ of, ~~any~~three ~~negotiations~~years, ~~contracts~~ oras ~~agreements~~in ~~with us and will not seek recourse against~~ the ~~trust~~case ~~account~~of ~~for~~a ~~any~~liquidating ~~reason~~distribution. ~~Upon~~If ~~redemption of our public shares, if~~ we ~~have~~do not complete ~~completed~~our an initial business combination within the completion window, ~~or upon the exercise of a redemption right in connection with our initial business combination,~~ we will: be(i) ~~required~~cease toall ~~provide~~operations except for ~~payment~~the ofpurpose ~~claims~~ of ~~creditors that~~winding ~~were~~up, ~~not~~(ii) ~~waived~~as ~~that~~promptly ~~may~~as bereasonably ~~brought~~possible ~~against~~but usnot ~~within~~more ~~the~~than ten ~~years~~business ~~following~~days ~~redemption. In order to protect the amounts held in the trust account~~thereafter, ~~our~~redeem ~~sponsor has agreed that they will be liable to us if and to~~ the ~~extent any claims by a third party for services rendered or products sold to us (other than our independent registered~~ public ~~accounting firm)~~shares, orat a ~~prospective~~per-share ~~target~~price, ~~business~~payable ~~with~~in ~~which we have discussed entering into a transaction agreement~~cash, ~~reduce~~equal ~~the amounts in the trust account~~ to ~~below~~ the ~~lesser~~aggregate ~~of (i) $10.15 per public share and (ii) the actual~~ amount ~~per~~then ~~public~~on ~~share~~deposit ~~held~~ in the trust account asincluding ofinterest ~~the~~earned ~~date of~~on the ~~liquidation~~funds ofheld ~~the trust account if less than $10.15 per share, due to reductions~~ in the ~~value of the~~ trust ~~assets,~~account ~~in each case net of the interest~~ that may be ~~withdrawn~~released to us to pay our taxes, if any, ~~provided~~(less ~~that~~up ~~such~~to ~~liability~~$100,000 ~~will~~of ~~not~~interest ~~apply~~ to ~~any claims~~pay bydissolution aexpenses), ~~third~~divided by ~~party~~the ornumber ~~prospective~~of ~~target~~then ~~business~~outstanding ~~that~~public ~~executed~~shares, awhich ~~waiver~~redemption ofwill ~~any~~completely ~~and~~extinguish ~~all~~public stockholders’ rights toas ~~seek~~stockholders (including ~~access to~~ the ~~trust account~~right ~~nor will it apply~~ to ~~any~~receive ~~claims~~further ~~under~~liquidating ~~our~~distributions, ~~indemnity~~if ofany) ~~the~~and ~~underwriter~~(iii) ofas ~~the~~promptly ~~initial~~as ~~public~~reasonably ~~offering~~possible ~~against~~following ~~certain~~such ~~liabilities~~redemption, ~~including~~subject ~~liabilities~~to ~~under~~ the ~~Securities~~approval ~~Act.~~of Inour ~~the~~remaining ~~event~~stockholders ~~that~~and anour ~~executed~~board ~~waiver~~of isdirectors, ~~deemed~~dissolve toand beliquidate, ~~unenforceable against~~subject ain ~~third~~each case ~~party,~~to our ~~sponsor~~obligations ~~will~~under ~~not~~Delaware belaw ~~responsible~~ to ~~the~~provide ~~extent~~for claims of ~~any~~creditors ~~liability~~and ~~for~~the ~~such~~requirements ~~third~~of ~~party~~other ~~claims~~applicable law. ~~However~~Accordingly, weit ~~have~~is ~~not asked~~ our ~~sponsor~~intention to ~~reserve~~redeem ~~for~~our ~~such~~public ~~indemnification~~shares ~~obligations,~~as ~~nor~~soon ~~have~~as wereasonably ~~independently~~possible ~~verified~~following ~~whether~~ our ~~sponsor~~ ~~has~~18th ~~sufficient~~month ~~funds~~(or up to ~~satisfy~~21st month) ~~their indemnity obligations~~ and, therefore, we ~~believe~~do ~~that~~not ~~our~~intend ~~sponsor’s~~to ~~only~~comply ~~assets~~with ~~are~~those ~~securities of our company~~procedures. ~~Therefore~~As such, weour ~~cannot~~stockholders ~~assure~~could ~~you~~potentially ~~that~~be ~~our~~liable ~~sponsor~~for ~~would~~any claims ~~be able~~ to ~~satisfy~~the ~~those~~extent ~~obligations.~~of ~~None~~distributions ofreceived ~~our~~by ~~officers or~~them ~~directors~~(but ~~will~~no ~~indemnify~~more) usand ~~for~~any ~~claims~~liability byof ~~third~~our ~~parties~~stockholders ~~including,~~may ~~without~~extend ~~limitation,~~well ~~claims~~beyond bythe third ~~vendors~~anniversary ~~and~~of ~~prospective~~such ~~target businesses~~date.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.15 per share, due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, if any, and our sponsor assert that they are unable to satisfy their indemnification obligations or that they have no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce their indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce their indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.15 per share.21

20Because 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) $10.15 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

~~We will~~If ~~seek~~we tofile ~~reduce~~a ~~the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring~~bankruptcy toor ~~have~~winding-up ~~all~~petition ~~vendors,~~or ~~service~~an ~~providers~~involuntary ~~(other~~bankruptcy ~~than our independent registered public accounting firm), prospective target businesses~~ or ~~other~~winding-up ~~entities~~petition ~~with~~is ~~which~~filed weagainst ~~do business execute agreements with~~ us ~~waiving~~that ~~any~~is ~~right,~~not ~~title~~dismissed, ~~interest~~the ~~or claim of any kind~~proceeds ~~in or to monies~~ held in the trust account. ~~Our~~could ~~sponsor will also not~~ be ~~liable~~subject as to ~~any~~applicable ~~claims~~bankruptcy ~~under~~or ~~our~~insolvency ~~indemnity~~law, ofand ~~the~~may ~~underwriter of~~be ~~the~~included ~~initial~~in ~~public~~our ~~offering~~bankruptcy ~~against~~estate and ~~certain~~subject ~~liabilities,~~to ~~including liabilities under~~ the ~~Securities~~claims ~~Act.~~of Wethird ~~will~~parties ~~have~~with ~~access to~~priority upover ~~to approximately $1,131,000 from~~ the ~~proceeds~~claims of ~~the~~our ~~initial~~stockholders. ~~public~~To ~~offering~~the ~~and~~extent ~~the~~any ~~sale~~bankruptcy ofclaims deplete the ~~private~~trust ~~placement~~account, ~~warrants with~~we ~~which~~cannot toassure ~~pay~~you ~~any~~we ~~such~~will ~~potential~~be ~~claims~~able ~~(including~~to ~~costs~~return ~~and~~$10.15 ~~expenses~~per ~~incurred~~share into ~~connection~~our ~~with~~public ~~our~~stockholders. ~~liquidation~~Additionally, ~~currently~~ ~~estimated~~if towe befile noa ~~more~~bankruptcy ~~than~~or ~~approximately~~winding-up ~~$100,000).~~petition Inor ~~the~~an ~~event~~involuntary ~~that~~bankruptcy weor ~~liquidate~~winding-up ~~and~~petition it is ~~subsequently~~filed ~~determined~~against us that ~~the~~is ~~reserve~~not ~~for~~dismissed, ~~claims~~any ~~and~~distributions ~~liabilities~~received isby ~~insufficient,~~ stockholders ~~who~~could ~~received~~be ~~funds~~viewed ~~from~~under ~~our~~applicable ~~trust~~debtor/creditor ~~account~~and/or ~~could~~bankruptcy ~~be liable for~~or ~~claims~~insolvency ~~made~~laws byas ~~creditors,~~either ~~however~~a ~~such~~“preferential ~~liability~~transfer” ~~will~~or ~~not~~a be“fraudulent ~~greater~~conveyance.” ~~than~~As ~~the~~a ~~amount~~result, ofa ~~funds~~bankruptcy or ~~from~~insolvency ~~our~~court ~~trust~~could ~~account~~seek ~~received by~~to ~~any~~recover ~~such~~some ~~stockholder.~~or Inall ~~the~~amounts ~~event~~received ~~that~~by our ~~offering~~stockholders. ~~expenses~~Furthermore, ~~exceed~~ our ~~estimate~~board of ~~$1,225,000, we~~ directors may ~~fund~~be ~~such~~viewed ~~excess~~as ~~with funds~~having ~~from~~breached ~~the~~its ~~funds~~fiduciary ~~not~~duty to beour ~~held~~creditors inand/or ~~the~~may ~~trust~~have ~~account.~~acted Inin ~~such~~bad ~~case~~faith, ~~the~~and ~~amount~~thereby ofexposing ~~funds~~itself and weour ~~intend~~company to beclaims ~~held~~of ~~outside~~punitive ~~the~~damages, ~~trust account would decrease~~ by apaying ~~corresponding~~public ~~amount.~~stockholders ~~Conversely,~~from in the ~~event~~trust ~~that~~account ~~the~~prior ~~offering~~to ~~expenses~~addressing ~~are~~the ~~less than our estimate~~claims of ~~$1,225,000,~~creditors. ~~the~~We ~~amount~~cannot ofassure ~~funds~~you wethat ~~intend~~claims towill not be ~~held~~brought ~~outside~~against ~~the~~us ~~trust~~for ~~account~~these ~~would increase by a corresponding amount~~reasons.

~~Under the~~Our ~~DGCL,~~public stockholders will ~~may~~ be ~~held~~entitled ~~liable~~to ~~for~~receive ~~claims~~funds byfrom ~~third~~the ~~parties~~trust ~~against~~account aonly ~~corporation~~(i) toin the ~~extent~~event of ~~distributions~~the ~~received~~redemption of our public shares if we do bynot ~~them~~complete inan ainitial ~~dissolution.~~business ~~The~~combination ~~pro~~within ~~rata~~the ~~portion~~completion ofwindow, ~~our~~(ii) ~~trust~~in ~~account~~connection ~~distributed~~with a stockholder vote to amend our ~~public~~certificate ~~stockholders~~of ~~upon~~incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares inif ~~the event~~ we do not complete ~~our~~an initial business combination within the completion window ~~may~~or be(B) ~~considered a~~with ~~liquidating~~respect ~~distribution~~to ~~under~~any ~~Delaware~~other ~~law.~~provisions Ifrelating to the ~~corporation~~rights ~~complies~~of ~~with~~holders ~~certain~~of ~~procedures~~our ~~set~~Class ~~forth~~A incommon ~~Section~~stock, or ~~280~~(iii) if they redeem their respective shares for cash upon the completion of the ~~DGCL~~initial ~~intended~~business tocombination. ~~ensure~~Public ~~that~~stockholders who itredeem ~~makes~~their ~~reasonable~~shares ~~provision~~of ~~for~~our ~~all~~Class ~~claims~~A ~~against~~common ~~it,~~stock ~~including~~in connection with a ~~60-day~~stockholder ~~notice~~vote ~~period~~described ~~during which~~in ~~any~~clause ~~third-party~~(ii) ~~claims~~in ~~can~~the preceding sentence shall not be ~~brought~~entitled ~~against~~to funds from the ~~corporation,~~trust aaccount ~~90-day~~upon ~~period~~the ~~during~~subsequent ~~which~~completion ~~the~~of ~~corporation~~an ~~may~~initial ~~reject~~business ~~any~~combination ~~claims~~or ~~brought,~~liquidation ~~and~~if we have not completed an ~~additional~~initial ~~150-day~~business ~~waiting~~combination ~~period~~within, ~~before~~with respect to such shares of our Class A common stock so redeemed. In no other circumstances will a stockholder have any ~~liquidating~~right ~~distributions~~or ~~are~~interest ~~made~~of any kind to ~~stockholders,~~or ~~any~~in ~~liability~~the trust account. ofIn ~~stockholders~~the event we seek stockholder approval in connection with ~~respect~~our toinitial abusiness ~~liquidating~~combination, ~~distribution~~a isstockholder’s ~~limited~~voting toin connection with the ~~lesser~~business ofcombination ~~such~~alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the ~~claim~~ ortrust ~~the~~account. ~~amount~~Such ~~distributed~~stockholder tomust ~~the~~have ~~stockholder,~~also ~~and~~exercised ~~any~~its ~~liability~~redemption rights described above. These provisions of ~~the~~our ~~stockholder~~certificate ~~would~~of beincorporation, ~~barred~~like ~~after~~all ~~the~~provisions ~~third~~of ~~anniversary~~ our certificate of ~~the~~incorporation, ~~dissolution~~may be amended with a stockholder vote.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the completion window, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our initial business combination within the completion window, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 that may be released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 15th month and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.22

21Competition

~~Because we~~In ~~will not be complying with Section 280~~identifying, ~~Section~~evaluating and ~~281(b)~~selecting ~~of the DGCL requires us to adopt~~ a ~~plan,~~target ~~based~~business ~~on facts known to us at such time that will provide~~ for our ~~payment~~initial ofbusiness ~~all~~combination, ~~existing~~we ~~and~~may ~~pending~~encounter ~~claims~~intense orcompetition ~~claims~~from ~~that~~other ~~may be potentially brought against~~entities ushaving ~~within~~a ~~the~~business ~~subsequent~~objective 10similar ~~years.~~to ~~However~~ours, ~~because~~including weother ~~are a~~ blank check ~~company~~companies, ~~rather~~private ~~than~~equity angroups ~~operating company,~~ and ~~our~~leveraged ~~operations~~buyout ~~will~~funds, bepublic ~~limited~~companies toand ~~searching~~operating ~~for prospective target~~ businesses toseeking ~~acquire,~~strategic ~~the~~acquisitions. ~~only~~Many ~~likely~~of ~~claims~~these toentities ~~arise~~are ~~would~~well beestablished ~~from~~and have ~~our~~extensive ~~vendors (such~~experience asidentifying ~~lawyers,~~and ~~investment~~effecting ~~bankers,~~business ~~etc.)~~combinations directly or ~~prospective~~through ~~target businesses~~affiliates. ~~As described above~~Moreover, ~~pursuant~~many toof ~~the obligation contained~~these incompetitors ~~our~~possess ~~underwriting~~greater ~~agreement~~financial, ~~we will seek to have all vendors~~technical, ~~service~~human ~~providers,~~and ~~prospective target businesses or~~ other ~~entities with~~resources ~~which~~than ~~we do business execute agreements with~~ us. ~~waiving~~Our ~~any~~ability ~~right,~~to ~~title,~~acquire ~~interest~~larger ortarget ~~claim of any kind in or to any monies~~businesses ~~held~~will ~~in the trust account. As a result of this obligation, the claims that could~~ be ~~made~~limited ~~against~~by usour ~~are~~available ~~significantly~~financial ~~limited and~~resources. ~~the~~This ~~likelihood~~inherent ~~that~~limitation ~~any~~gives ~~claim~~others ~~that~~an ~~would~~advantage ~~result~~ in ~~any~~pursuing ~~liability extending to~~ the ~~trust~~acquisition of ~~account~~a istarget ~~remote~~business. ~~Further~~Furthermore, our ~~sponsor may~~obligation ~~be liable only~~ to ~~the~~pay ~~extent~~cash ~~necessary to ensure that the amounts~~ in ~~the~~connection ~~trust~~with ~~account~~our ~~are~~public ~~not~~stockholders ~~reduced~~who ~~below~~exercise ~~(i)~~their ~~$10.15 per~~redemption ~~public~~rights ~~share~~may orreduce ~~(ii)~~the ~~such~~resources ~~lesser~~available ~~amount~~to ~~per~~us ~~public~~for ~~share~~our ~~held~~initial inbusiness ~~the~~combination ~~trust~~and ~~account~~our asoutstanding ofwarrants, ~~the~~and ~~date of~~ the ~~liquidation of the trust~~future ~~account,~~dilution ~~due~~they topotentially ~~reductions in value of the trust assets~~represent, inmay ~~each case net of the amount of interest withdrawn to pay taxes and will~~ not be ~~liable~~viewed asfavorably toby ~~any~~certain ~~claims~~target ~~under~~businesses. ~~our~~Either ~~indemnity~~ of ~~the~~these ~~underwriter~~factors ofmay ~~the initial public offering against certain liabilities,~~place ~~including~~us ~~liabilities~~at ~~under~~a ~~the~~competitive ~~Securities~~disadvantage ~~Act.~~in Insuccessfully ~~the~~negotiating ~~event that~~ an ~~executed~~initial ~~waiver~~business ~~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~~combination.

If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.15 per share to our public stockholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency 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, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.Indemnity

Our ~~public~~ ~~stockholders~~sponsor has agreed that it will be ~~entitled~~liable to ~~receive~~us ~~funds~~if ~~from~~and to the ~~trust~~extent ~~account~~any ~~only~~claims ~~(i)~~by ina ~~the~~third ~~event~~party of(other ~~the~~than ~~redemption~~our ofindependent ~~our~~registered public accounting ~~shares~~firm) iffor weservices dorendered ~~not~~or ~~complete~~products ansold ~~initial~~to ~~business~~us, ~~combination~~or ~~within~~a ~~the~~prospective ~~completion~~target ~~window,~~business ~~(ii) in connection~~ with awhich ~~stockholder vote~~we tohave ~~amend~~discussed ~~our~~entering ~~certificate~~into a oftransaction ~~incorporation~~agreement, ~~(A)~~reduce ~~to modify~~ the ~~substance~~amount ~~or timing~~ of ~~our~~funds ~~obligation~~in tothe ~~allow~~trust ~~redemption~~account ~~in connection~~to ~~with~~below ~~our~~(1) ~~initial~~$10.15 ~~business~~per ~~combination~~public share or to(2) ~~redeem~~such ~~100%~~lesser amount ofper ~~our~~ public ~~shares~~share ifheld wein dothe ~~not~~trust ~~complete~~account anas ~~initial~~of ~~business combination~~the ~~within~~date of the ~~completion~~liquidation ~~window~~of orthe ~~(B)~~trust ~~with~~account ~~respect~~due to ~~any~~reductions ~~other~~in ~~provisions relating to~~ the value ~~rights~~ of ~~holders~~the oftrust ~~our Class~~assets, Ain ~~common~~each ~~stock,~~case ornet ~~(iii)~~of ifthe ~~they~~interest ~~redeem~~which ~~their~~may ~~respective~~be ~~shares~~withdrawn ~~for~~to ~~cash~~pay ~~upon~~taxes, ~~the~~except ~~completion~~as ofto ~~the~~any ~~initial~~claims ~~business~~by ~~combination.~~a third ~~Public~~party ~~stockholders~~ who ~~redeem~~executed ~~their~~a ~~shares~~waiver of ~~our~~any ~~Class~~and Aall ~~common~~rights ~~stock~~to inseek ~~connection~~access ~~with~~to ~~a stockholder vote described in clause (ii) in~~ the ~~preceding~~trust ~~sentence~~account ~~shall~~and ~~not~~except beas ~~entitled~~ to ~~funds~~any ~~from~~claims ~~the~~under ~~trust~~our ~~account~~indemnity of ~~upon~~ the ~~subsequent~~underwriter ~~completion~~ of anthe initial ~~business~~ ~~combination~~public oroffering ~~liquidation~~against ifcertain weliabilities, ~~have~~including ~~not~~liabilities ~~completed~~under anthe ~~initial~~Securities ~~business~~Act. Moreover, ~~combination~~in ~~within,~~the ~~with~~event ~~respect~~that toan ~~such~~executed ~~shares of~~waiver ~~our~~is ~~Class~~deemed Ato ~~common~~be ~~stock~~unenforceable soagainst ~~redeemed.~~a Inthird noparty, ~~other~~our ~~circumstances~~sponsor will anot ~~stockholder~~be ~~have~~responsible to ~~any~~the ~~right~~extent ~~or interest~~ of any ~~kind~~liability ~~to or~~for insuch ~~the~~third-party ~~trust account~~claims. InWe ~~the~~have ~~event~~not weindependently ~~seek~~verified ~~stockholder~~whether ~~approval in connection with~~ our ~~initial~~sponsor ~~business~~has ~~combination, a stockholder’s~~sufficient ~~voting~~funds into ~~connection~~satisfy ~~with~~its ~~the~~indemnity ~~business~~obligations ~~combination~~and ~~alone~~believe ~~will~~that ~~not~~our ~~result in a stockholder~~sponsor’s ~~redeeming~~only ~~its~~assets ~~shares~~are tosecurities ~~us for an applicable pro rata share~~ of ~~the~~our ~~trust~~company ~~account.~~and, therefore, ~~Such~~our ~~stockholder~~sponsor ~~must~~may ~~have~~not ~~also~~be ~~exercised~~able ~~its~~to ~~redemption~~satisfy ~~rights~~those ~~described above~~obligations. ~~These~~ ~~provisions~~We ofhave ~~our~~not ~~certificate~~asked ~~of incorporation, like all provisions of~~ our ~~certificate~~sponsor ofto ~~incorporation,~~reserve ~~may~~for besuch ~~amended with a stockholder vote~~obligations.

22Employees

~~Competition~~We currently have three executive 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 business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.

~~In identifying,~~Periodic ~~evaluating~~Reporting and ~~selecting~~Financial ~~a target business for our initial business combination, we may encounter intense competition~~Information from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash 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.

~~Indemnity~~We have registered our units, Class A common stock, and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

~~Our sponsor~~We ~~has agreed that it~~ will beprovide ~~liable~~stockholders with toaudited usfinancial ifstatements ~~and~~of to the ~~extent~~prospective ~~any~~target ~~claims~~business byas apart ~~third~~of ~~party~~the ~~(other~~proxy ~~than~~solicitation ~~our~~or ~~independent~~tender ~~registered~~offer materials, ~~public~~as ~~accounting~~applicable, ~~firm)~~sent ~~for~~to ~~services~~stockholders ~~rendered or products sold~~ to ~~us,~~assist orthem ain ~~prospective~~assessing the target business. ~~with~~In ~~which~~all welikelihood, ~~have~~these ~~discussed~~financial statements ~~entering~~may ~~into~~be arequired ~~transaction~~to ~~agreement,~~be ~~reduce~~prepared ~~the~~in ~~amount~~accordance ofwith, ~~funds~~or inreconciled ~~the~~to, ~~trust~~GAAP, ~~account~~or toIFRS, ~~below~~depending ~~(1)~~on ~~$10.15~~the ~~per~~circumstances, ~~public~~and ~~share~~the orhistorical ~~(2)~~financial ~~such~~statements ~~lesser~~may ~~amount~~be ~~per~~required ~~public~~to ~~share~~be ~~held~~audited in ~~the~~accordance ~~trust~~with ~~account as of~~ the ~~date~~standards of the ~~liquidation~~PCAOB. ofThese ~~the~~financial ~~trust~~statement ~~account due to~~requirements ~~reductions~~may inlimit the ~~value~~pool of ~~the~~potential ~~trust~~target ~~assets,~~businesses inwe ~~each~~may ~~case~~acquire ~~net~~because ofsome ~~the~~targets ~~interest which~~ may be ~~withdrawn~~unable to ~~pay~~provide ~~taxes,~~such ~~except~~statements in astime ~~to any~~for ~~claims~~us byto adisclose ~~third~~such ~~party~~statements ~~who~~in ~~executed~~accordance awith ~~waiver~~federal ofproxy ~~any~~rules and ~~all~~complete ~~rights~~our toinitial ~~seek~~business ~~access~~combination within to the ~~trust~~prescribed ~~account~~time ~~and~~frame. ~~except~~We ascannot toassure you that any ~~claims~~ ~~under~~particular ~~our~~target ~~indemnity~~business ofidentified ~~the~~by ~~underwriter~~us ofas ~~the~~a ~~initial~~potential ~~public~~acquisition candidate ~~offering~~will ~~against~~have ~~certain~~financial ~~liabilities,~~statements ~~including~~prepared ~~liabilities under~~in accordance with the ~~Securities~~requirements ~~Act.~~outlined ~~Moreover~~above, inor ~~the event~~ that anthe ~~executed~~potential ~~waiver~~target business iswill ~~deemed~~be able to beprepare ~~unenforceable~~its ~~against~~financial astatements ~~third~~in ~~party, our~~accordance ~~sponsor~~with ~~will~~the ~~not~~requirements beoutlined ~~responsible~~above. toTo the extent ofthat these ~~any~~requirements ~~liability~~cannot ~~for~~be ~~such~~met, ~~third-party~~we ~~claims.~~may ~~We have~~ not ~~independently~~be ~~verified whether~~able ~~our sponsor has sufficient funds~~ to ~~satisfy~~acquire ~~its~~the ~~indemnity~~proposed ~~obligations~~target ~~and~~business. ~~believe~~While ~~that~~this ~~our~~may ~~sponsor’s~~limit ~~only~~the ~~assets~~pool ~~are securities~~ of potential ~~our~~acquisition ~~company and~~candidates, ~~therefore,~~we ~~our~~do ~~sponsor may~~ not bebelieve ~~able~~that tothis ~~satisfy~~limitation ~~those~~will ~~obligations.~~be ~~We have not asked our sponsor to reserve for such obligations~~material.

~~Employees~~ 23

We ~~currently~~are ~~have~~required ~~three~~to ~~executive~~evaluate our ~~officers.~~internal ~~These~~control ~~individuals~~procedures ~~are~~for ~~not~~the ~~obligated~~fiscal toyear ~~devote~~ending ~~any~~December ~~specific~~31, ~~number~~2022 ofas ~~hours~~required toby ~~our~~the ~~matters~~Sarbanes-Oxley ~~but~~Act. ~~they~~Only ~~intend~~in tothe ~~devote~~event aswe ~~much~~are ofdeemed ~~their~~to ~~time~~be asa ~~they~~large ~~deem~~accelerated ~~necessary~~filer toor ~~our~~an ~~affairs~~accelerated ~~until~~filer, weand ~~have~~no ~~completed~~longer ~~our~~qualify ~~initial~~as ~~business~~an ~~combination.~~emerging ~~The~~growth ~~amount~~company, ~~of time they~~ will ~~devote~~we inbe ~~any~~required to ~~time~~have ~~period~~our ~~will~~internal ~~vary~~control ~~based~~procedures onaudited. ~~whether~~A a target business ~~has~~may ~~been~~not ~~selected~~be ~~for~~in ~~our~~compliance ~~initial~~with ~~business combination and~~ the ~~stage~~provisions of the ~~business~~Sarbanes-Oxley Act ~~combination~~regarding ~~process~~adequacy weof ~~are~~their ininternal controls. WeThe dodevelopment ~~not~~of ~~intend~~the tointernal ~~have~~controls of any ~~full~~such entity to achieve compliance with the Sarbanes-~~time~~Oxley ~~employees~~Act ~~prior~~may toincrease the ~~completion of~~ ~~our~~time ~~initial~~and ~~business~~costs ~~combination~~necessary to complete any such acquisition.

~~Periodic~~We are an “emerging ~~Reporting~~growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and ~~Financial~~proxy ~~Information~~statements, not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or to provide a supplement to the auditor’s report providing additional information about the audit and the financial statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

WeIn addition, Section 107 ~~have~~of ~~registered~~the ~~our~~JOBS ~~units,~~Act ~~Class~~also Aprovides ~~common~~that ~~stock,~~an ~~and~~“emerging ~~warrants~~growth ~~under~~company” ~~the~~can ~~Exchange~~take ~~Act~~advantage ~~and~~of ~~have~~the ~~reporting~~extended ~~obligations,~~transition ~~including~~period ~~the~~provided ~~requirement~~in ~~that~~Section we7(a)(2)(B) ~~file~~of ~~annual,~~the ~~quarterly~~Securities ~~and~~Act ~~current~~for ~~reports~~complying with ~~the~~new ~~SEC~~or revised accounting standards. In ~~accordance~~other ~~with~~words, an “emerging growth company” can delay the ~~requirements~~adoption of ~~the~~certain ~~Exchange Act,~~accounting ~~our~~standards ~~annual~~until ~~reports~~those ~~will~~standards ~~contain~~would ~~financial~~otherwise apply ~~statements~~to ~~audited~~private ~~and~~companies. ~~reported~~We onintend byto ~~our~~take ~~independent~~advantage ~~registered~~of ~~public~~the ~~accountants~~benefits of this extended transition period.

We will ~~provide~~remain ~~stockholders~~an ~~with~~emerging growth ~~audited~~company ~~financial~~until ~~statements of~~ the ~~prospective~~earlier ~~target~~of ~~business~~(1) asthe ~~part~~last day of the ~~proxy~~fiscal ~~solicitation or~~year ~~tender~~(a) ~~offer~~following ~~materials,~~the asfifth ~~applicable,~~anniversary ~~sent~~of ~~to stockholders to assist them in assessing~~ the ~~target~~completion ~~business.~~of our Ininitial ~~all~~public ~~likelihood~~offering, ~~these~~ ~~financial~~(b) ~~statements~~in ~~may~~which bewe ~~required~~have tototal beannual ~~prepared~~gross inrevenue ~~accordance~~of ~~with,~~at orleast ~~reconciled~~$1.07 tobillion, ~~GAAP,~~ or ~~IFRS,~~(c) ~~depending~~in onwhich ~~the~~we are ~~circumstances,~~deemed ~~and the historical financial statements may be required~~ to be ~~audited~~a inlarge ~~accordance~~accelerated ~~with~~filer, ~~the~~which ~~standards~~means of the ~~PCAOB. These~~Market ~~financial~~Value ~~statement~~of ~~requirements may limit~~ the ~~pool~~shares of ~~potential~~our ~~target~~Class ~~businesses~~A wecommon ~~may~~stock ~~acquire~~that ~~because~~are ~~some~~held ~~targets may~~by benon-affiliates ~~unable~~equals toor ~~provide~~exceeds ~~such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame~~$700.0 Wemillion ~~cannot assure you that any particular target business identified by us~~ as aof ~~potential acquisition candidate will have financial statements prepared in accordance with~~ the ~~requirements~~prior ~~outlined above~~June 30th, orand ~~that~~(2) the ~~potential~~date ~~target~~on ~~business~~which ~~will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met,~~ we ~~may~~have ~~not~~issued bemore ~~able~~than ~~to acquire the proposed target business~~$1.0 ~~While~~billion ~~this~~in ~~may~~non-convertible ~~limit~~debt during the ~~pool~~prior ofthree-year ~~potential acquisition candidates, we do not believe that this limitation will be material~~period.

23Additionally, 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 Class A common stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

~~We will~~Legal beProceedings required to evaluate our internal control 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 no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

~~We are~~There anis ~~“emerging~~no ~~growth~~material ~~company~~litigation,~~” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As~~ ~~such,~~arbitration weor ~~are~~governmental ~~eligible~~proceeding tocurrently ~~take~~pending ~~advantage~~against ofus ~~certain~~or exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, not being required to comply with any ~~requirement~~members that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or to provide a supplement to the auditor’s report providing additional information about the audit and the financial statements and exemptions from the requirements of ~~holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find~~ our ~~securities~~management ~~less~~team ~~attractive~~in astheir acapacity ~~result, there may be a less active trading market for our~~as ~~securities and the prices of our securities may be more volatile~~such.

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

~~We will~~Additional ~~remain~~information anabout ~~emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary~~us ofis ~~the~~available ~~completion~~on of our ~~initial~~corporate ~~public~~website ~~offering, (b) in which we have total annual gross revenue of~~ at ~~least $1~~www.07AvalonSPAC.com. ~~billion,~~Our ~~or (c)~~website inis ~~which~~not weincorporated ~~are deemed to be a large accelerated filer, which means the Market Value of the shares of our Class A common stock that are held~~ by ~~non-affiliates~~reference ~~equals~~into orthis ~~exceeds~~Annual ~~$700~~Report.~~0 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.~~

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

~~Legal~~Our ~~Proceedings~~business involves significant risks, some of which are described below. You should carefully consider these risks, in addition to the other information contained in this Report, including our financial statements and related notes and the section of this Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of any of the events or developments described in the following risk factors and the risks described elsewhere in this Report could harm our business, financial condition, results of operations, cash flows, and the trading price of our securities. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described in the following risk factors and the risks described elsewhere in this Report.

~~There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.~~24

~~Item 1A.~~Summary Risk Factors.

~~Our~~We ~~business involves significant risks, some of which~~ are ~~described~~a ~~below.~~recently ~~You~~formed company ~~should~~that ~~carefully~~has ~~consider~~conducted ~~these~~no ~~risks,~~operations inand ~~addition~~has togenerated ~~the~~no ~~other~~revenues. ~~information contained~~Until inwe ~~this~~complete ~~Report, including~~ our ~~financial~~initial ~~statements~~business ~~and~~combination, ~~related~~we will ~~notes~~have ~~and~~no ~~the~~operations ~~section of this Report titled “Management’s Discussion~~ and ~~Analysis~~will ofgenerate ~~Financial~~no ~~Condition~~operating ~~and Results of Operations~~revenues.” ~~The~~In ~~occurrence~~making ofyour ~~any~~decision ofwhether ~~the~~to ~~events~~invest ~~or developments described~~ in ~~the following risk factors and the risks described elsewhere in this Report could harm~~ our ~~business~~securities, ~~financial~~you should ~~condition,~~take ~~results~~into ~~of operations,~~account ~~cash~~not ~~flows,~~only ~~and~~ the ~~trading~~background ~~price~~ of our ~~securities.~~management ~~Additional~~team, ~~risks~~but ~~and~~also ~~uncertainties~~the ~~not~~special ~~presently~~risks ~~known to us or that~~ we ~~currently~~face ~~deem~~as ~~immaterial~~a ~~may~~blank ~~also~~check ~~impair~~company. Our ~~our~~ business ~~operations.~~is ~~This~~subject ~~Report~~to ~~also~~numerous ~~contains forward-looking statements that involve~~ risks and uncertainties., ~~Our~~including ~~actual results could differ materially from~~ those ~~anticipated~~highlighted in the ~~forward-looking~~section ~~statements~~titled as“Risk ~~a result~~Factors” ofimmediately ~~factors that are described in the~~ following ~~risk~~this ~~factors~~summary. ~~and~~These ~~the~~ risks ~~described~~include, ~~elsewhere~~among inothers, ~~this~~the ~~Report.~~following:

24● We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

~~Summary Risk~~● ~~Factors~~ Past performance by our management team and advisers on whom we are dependent may not be indicative of future performance of an investment in us or in the future performance of any business we may acquire.

We● ~~are~~Our asearch ~~recently~~for ~~formed~~a ~~company that has conducted no operations and has generated no revenues. Until we complete our initial~~ business combination, wemay ~~will~~be ~~have~~materially noadversely ~~operations and~~affected ~~will~~by ~~generate~~the norecent ~~operating~~COVID-19 ~~revenues.~~pandemic Inand ~~making your decision whether to invest in our securities, you should take into account not only~~ the ~~background~~status of ~~our~~debt ~~management team, but also the special risks we face as a blank check company. Our business is subject to numerous risks~~ and ~~uncertainties,~~equity ~~including those highlighted in the section titled “Risk Factors” immediately following this summary~~markets. ~~These risks include, among others, the following:~~

● WeCertain ~~are~~requirements aand ~~blank~~terms ~~check~~may ~~company~~limit the type and number of companies with nowhich ~~operating~~we ~~history~~may ~~and~~complete nosuch ~~revenues,~~a ~~and~~business ~~you~~combination, ~~have~~make noit ~~basis~~difficult onfor ~~which~~us to ~~evaluate~~enter into our ~~ability~~initial business combination with a target or may not allow us to ~~achieve~~consummate ~~our~~the most desirable business ~~objective~~combination or optimize our capital structure.

● ~~Past~~Our ~~performance~~public bystockholders ~~our~~may ~~management~~not ~~team~~be ~~and~~afforded ~~advisers~~an onopportunity ~~whom~~to wevote ~~are~~on ~~dependent~~our ~~may~~proposed ~~not~~business becombination, ~~indicative~~and ofyour ~~future~~only ~~performance~~opportunity ofto anaffect the investment indecision usregarding ora inpotential ~~the~~business ~~future~~combination ~~performance~~may be limited to the exercise of ~~any~~your ~~business~~right weto ~~may~~redeem ~~acquire~~your shares from us for cash.

● ~~Our~~We ~~search~~may ~~for~~not abe able to consummate our initial business combination ~~may~~within bethe ~~materially~~required ~~adversely~~time ~~affected~~period, byin ~~the~~which ~~recent~~case ~~COVID-19~~we ~~pandemic~~would ~~and~~cease all operations except for the ~~status~~purpose of ~~debt~~winding up and ~~equity~~we ~~markets~~would redeem our public shares and liquidate.

● ~~Certain~~You ~~requirements~~will ~~and~~not ~~terms~~have ~~may~~any ~~limit~~rights ~~the~~or ~~type~~interests ~~and~~in ~~number~~funds offrom ~~companies~~the ~~with~~trust ~~which we may complete such a business combination~~account, ~~make~~except itunder ~~difficult~~certain ~~for~~limited uscircumstances. toTo ~~enter~~liquidate ~~into~~your ~~our~~investment, ~~initial~~therefore, ~~business~~you ~~combination with a target or~~ may ~~not~~be ~~allow~~forced us to ~~consummate~~sell ~~the~~your ~~most~~public ~~desirable~~shares, ~~business~~potentially ~~combination~~at ora ~~optimize our capital structure~~loss.

● ~~Our~~Certain ~~public~~actions, ~~stockholders~~such ~~may~~as ~~not~~a ~~be afforded an opportunity to vote on our proposed business combination~~bankruptcy, ~~and~~could ~~your~~result ~~only~~in ~~opportunity~~a toreduction ~~affect~~in the ~~investment~~amount ~~decision~~of ~~regarding~~funds ain ~~potential~~the ~~business~~trust ~~combination~~account ~~may~~available befor ~~limited~~distribution to ~~the~~our ~~exercise~~public ~~of your right to redeem your shares from us for cash~~stockholders.

● WeUnlike ~~may~~some ~~not~~other besimilarly ~~able~~structured tospecial ~~consummate~~purpose ~~our~~acquisition ~~initial business combination within the required time period~~companies, inour ~~which~~sponsor ~~case~~will wereceive ~~would~~additional ~~cease~~shares ~~all~~of ~~operations~~Class ~~except~~A ~~for~~common ~~the~~stock ~~purpose~~if ofwe ~~winding~~issue upcertain ~~and~~shares weto ~~would~~consummate ~~redeem~~an ~~our~~initial ~~public~~business ~~shares and liquidate~~combination.

● ~~You~~If ~~will~~we ~~not~~are ~~have~~unable ~~any~~to ~~rights~~consummate orour ~~interests~~initial inbusiness ~~funds from the trust account~~combination, ~~except~~our ~~under~~public ~~certain~~stockholders ~~limited~~may ~~circumstances.~~be Toforced ~~liquidate~~to ~~your~~wait ~~investment,~~up ~~therefore,~~to ~~you~~21 ~~may~~months beor ~~forced~~longer tobefore ~~sell~~redemption ~~your~~from ~~public~~our ~~shares,~~trust ~~potentially at a loss~~account.

● ~~Certain~~Our ~~actions~~executive officers, ~~such~~directors, assecurity aholders ~~bankruptcy,~~and ~~could~~their ~~result~~respective inaffiliates amay ~~reduction~~have inconflicts of interests that could, as applicable, affect the amount of ~~funds~~time inallocated ~~the~~to ~~trust~~our ~~account~~company, ~~available~~impact ~~for~~the ~~distribution~~business opportunities presented to ~~our~~us, ~~public~~or ~~stockholders~~raise competitive financial interests or affiliations with one or more of target businesses.

● ~~Unlike~~Management’s ~~some~~flexibility ~~other~~in ~~similarly~~identifying ~~structured~~and ~~special~~selecting ~~purpose~~a prospective acquisition ~~companies~~candidate, ~~our~~along ~~sponsor~~with ~~will~~our ~~receive~~management’s ~~additional~~financial ~~shares~~interest ofin ~~Class~~consummating Aour ~~common~~initial ~~stock~~business ifcombination, wemay ~~issue~~lead ~~certain~~management ~~shares~~ to ~~consummate~~enter into an ~~initial~~acquisition ~~business~~agreement ~~combination~~that is not in the best interest of our stockholders.

~~● If we are unable to consummate our initial business combination, our public stockholders may be forced to wait up to 21 months or longer before redemption from our trust account.~~25

● ~~Our~~We ~~executive~~may ~~officers,~~issue ~~directors,~~additional ~~security~~shares ~~holders~~of ~~and~~our ~~their~~Class ~~respective~~A ~~affiliates~~common ~~may~~stock ~~have~~or ~~conflicts~~preferred ofstock ~~interests~~or ~~that~~incur ~~could,~~substantial asdebt ~~applicable,~~in ~~affect~~connection ~~the~~with ~~amount~~our ofinitial ~~time~~business ~~allocated to our company~~combination, ~~impact~~which ~~the~~could ~~business~~dilute ~~opportunities~~your ~~presented to us~~interests, oradversely ~~raise~~affect ~~competitive~~our financial ~~interests~~condition orand ~~affiliations~~thus ~~with~~negatively ~~one~~impact orthe ~~more~~value of ~~target~~our ~~businesses~~stockholders’ investment in us.

● ~~Management’s~~Holders ~~flexibility~~of inwarrants ~~identifying~~will ~~and~~not ~~selecting~~participate ain ~~prospective~~liquidating ~~acquisition~~distributions ~~candidate,~~if ~~along~~we ~~with~~are ~~our~~unable ~~management’s~~to ~~financial~~complete ~~interest~~an ~~in consummating our~~ initial business combination, ~~may~~within ~~lead~~the ~~management~~required totime ~~enter~~period, ~~into~~and ~~an acquisition agreement that is not in~~ the ~~best~~warrants ~~interest~~will ofexpire ~~our stockholders~~worthless.

25● Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

● We may ~~issue~~redeem ~~additional~~unexpired ~~shares~~warrants ofprior ~~our~~to ~~Class~~their Aexercise ~~common~~at ~~stock~~a ortime ~~preferred~~that ~~stock~~is ordisadvantageous ~~incur~~to ~~substantial debt in connection with our initial business combination, which could dilute your interests, adversely affect our financial condition and thus negatively impact~~ the ~~value~~warrant ~~of our stockholders’ investment in us~~holders.

● ~~Holders~~Our ofinitial ~~warrants~~stockholders ~~will~~control ~~not~~a ~~participate~~substantial interest in ~~liquidating~~us ~~distributions~~and ifthus wemay ~~are~~exert ~~unable~~a tosubstantial ~~complete~~influence anon ~~initial~~actions ~~business~~requiring ~~combination~~a ~~within~~stockholder ~~the~~vote, ~~required~~potentially ~~time~~in ~~period,~~a ~~and~~manner ~~the~~that ~~warrants~~you ~~will~~do ~~expire~~not ~~worthless~~support.

● ~~Our~~Purchases ~~management’s ability to require holders~~ of our ~~warrants~~units toby ~~exercise~~our ~~such~~initial ~~warrants~~stockholders ~~on a cashless basis~~ will ~~cause~~reduce ~~holders to receive fewer shares of common stock upon their exercise of~~ the ~~warrants~~public ~~than~~float ~~they would have received had they been able to exercise their warrants~~ for ~~cash~~our securities.

● We ~~may~~face ~~redeem~~certain ~~unexpired~~risks ~~warrants~~if ~~prior~~we toacquire ~~their~~or ~~exercise~~operate at a ~~time~~business ~~that~~outside isof ~~disadvantageous to~~ the ~~warrant~~United ~~holders~~States.

●Risks ~~Our~~Relating ~~initial~~to ~~stockholders~~our ~~control~~Search afor, ~~substantial~~Consummation of, ~~interest~~or inInability usto ~~and thus may exert a substantial influence on actions requiring a stockholder vote~~Consummate, ~~potentially in~~ a ~~manner~~Business ~~that~~Combination ~~you~~and doPost-Business ~~not~~Combination ~~support.~~Risks

●We ~~Purchases~~are ofa ~~our~~blank ~~units~~check bycompany ~~our~~with ~~initial~~no operating ~~stockholders~~history ~~will~~and ~~reduce~~no ~~the~~revenues, ~~public~~and ~~float~~you ~~for~~have no basis on which to evaluate our ~~securities~~ability to achieve our business objective.

● We ~~face~~are ~~certain~~a ~~risks~~blank ifcheck company incorporated under the laws of the State of Delaware with no operating results, and we ~~acquire~~will not commence operations until we consummate our initial business combination. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or ~~operate~~more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business ~~outside~~combination ofand ~~the~~may ~~United~~be ~~States~~unable to complete our initial business combination. If we do not complete our initial business combination, we will never generate any operating revenues.

~~Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks~~ 26

We are adependent ~~recently~~upon ~~incorporated~~our ~~company~~executive officers ~~with no operating history~~ and nodirectors ~~revenues,~~ and ~~you~~their ~~have~~loss nocould ~~basis~~adversely onaffect ~~which to evaluate~~ our ability to ~~achieve our business objective~~operate.

WeOur operations are dependent upon a ~~blank~~relatively ~~check~~small ~~company~~group ~~incorporated~~of ~~under~~individuals ~~the~~and, ~~laws~~in ofparticular, ~~the~~our ~~State~~executive ofofficers ~~Delaware~~and ~~with~~directors. We nobelieve ~~operating~~that ~~results,~~our ~~and~~success wedepends ~~will~~on ~~not~~the ~~commence operations~~continued service of our officers and directors, at least until we ~~consummate~~have ~~our~~completed our initial business combination. ~~Because~~In weaddition, ~~lack~~our anexecutive ~~operating~~officers ~~history,~~and ~~you~~directors ~~have~~are nonot ~~basis~~required ~~upon~~to commit any specified amount ~~which~~of time to ~~evaluate~~ our ~~ability~~affairs toand, ~~achieve~~accordingly, ~~our~~will ~~business~~have ~~objective~~conflicts of ~~completing~~interest ~~our~~in ~~initial~~allocating ~~business~~their ~~combination~~time ~~with~~among ~~one~~various orbusiness ~~more~~activities, ~~target~~including ~~businesses.~~identifying Wepotential ~~have~~business nocombinations ~~plans,~~and ~~arrangements~~monitoring orthe ~~understandings~~related ~~with~~due ~~any~~diligence. ~~prospective~~We ~~target~~do ~~business~~not ~~concerning~~have aan ~~business~~employment agreement ~~combination~~with, ~~and~~or key-man insurance ~~may~~on bethe ~~unable~~life toof, ~~complete~~any of our ~~initial~~directors ~~business~~or ~~combination~~executive officers. IfThe weunexpected doloss ~~not~~of ~~complete~~the services of one or more of our ~~initial~~directors ~~business~~or ~~combination, we~~executive ~~will~~officers ~~never~~could ~~generate~~have ~~any~~a ~~operating~~detrimental ~~revenues~~effect on us.

26Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent COVID-19 pandemic and the status of debt and equity markets.

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

~~Our operations are dependent~~In ~~upon a relatively small group of individuals and~~addition, ~~in particular,~~ our ~~executive~~ability ~~officers~~to ~~and~~consummate ~~directors.~~a Webusiness ~~believe~~combination ~~that~~may ~~our~~be ~~success~~dependent ~~depends~~ on the ~~continued~~ability ~~service~~to ofraise ~~our~~equity ~~officers~~ and ~~directors,~~debt atfinancing ~~least until we have completed our initial business combination. In addition,~~which ~~our~~may ~~executive~~be ~~officers~~impacted by COVID-19 and ~~directors~~other ~~are~~events, ~~not~~including ~~required~~as toa ~~commit~~result ~~any specified amount~~ of ~~time~~increased tomarket ~~our affairs and~~volatility, ~~accordingly,~~decreased ~~will have~~market ~~conflicts~~liquidity ~~of interest in allocating their time among various business activities, including identifying potential business combinations~~ and ~~monitoring~~third-party ~~the~~financing ~~related~~being ~~due~~unavailable ~~diligence. We do not have an employment agreement with, or key-man insurance~~ on ~~the~~terms ~~life~~acceptable ~~of, any~~to ofus ~~our directors~~ or ~~executive~~at ~~officers~~all. ~~The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.~~

~~Our~~The requirement that the target business ~~search~~or ~~for~~businesses that we acquire must collectively have a ~~business~~fair ~~combination,~~market ~~and~~value ~~any~~equal ~~target~~to ~~business~~at ~~with~~least ~~which~~80% weof ~~ultimately~~the ~~consummate~~balance aof ~~business~~the ~~combination,~~funds ~~may~~in bethe ~~materially~~trust ~~adversely~~account ~~affected~~(excluding byany taxes payable) at the ~~recent COVID-19 pandemic~~time ~~and~~of the ~~status~~execution of ~~debt~~a definitive agreement for our initial business combination may limit the type and ~~equity~~number ~~markets~~of companies with which we may complete such a business combination.

~~The~~Nasdaq ~~ongoing COVID-19 pandemic~~rules ~~has~~and ~~resulted~~our ~~in,~~amended and arestated ~~significant~~certificate ~~outbreak~~ of ~~other~~incorporation ~~infectious~~require ~~diseases~~that ~~could~~the ~~result~~target ~~in,~~business ~~a widespread~~or ~~health~~businesses ~~crisis~~ that ~~has~~we ~~and~~acquire must ~~may~~collectively ~~continue~~have toa ~~materially~~fair ~~and~~market ~~adversely~~value ~~affect~~equal ~~the~~to ~~economies~~at ~~and~~least ~~financial~~80% ~~markets~~of ~~worldwide, and~~ the ~~operations~~balance ~~and financial position~~ of ~~any~~the ~~potential~~funds ~~target~~in ~~business~~the ~~with~~trust ~~which~~account we(excluding ~~consummate~~any taxes apayable) ~~business~~at ~~combination~~the ~~could~~time ~~be materially~~of ~~and~~the ~~adversely~~execution ~~affected.~~of ~~Furthermore,~~a wedefinitive ~~may~~agreement befor ~~unable~~our toinitial ~~complete a~~ business combination. ifThis ~~continued~~restriction ~~concerns relating~~may ~~to COVID-19 restrict travel,~~ limit the ~~ability~~type toand ~~have~~number ~~meetings~~of ~~with~~companies ~~potential~~that ~~investors,~~we ifmay ~~the~~complete ~~target~~a ~~company’s personnel,~~business ~~vendors~~combination ~~and~~with. ~~service~~If ~~providers~~we are ~~unavailable~~unable to ~~negotiate~~locate ~~and consummate~~ a ~~transaction~~target ~~in a timely manner, or~~business ~~if COVID-19 causes a prolonged economic downturn~~ or ~~disruption~~businesses tothat ~~markets.~~satisfy ~~The~~this ~~extent~~fair tomarket ~~which COVID-19 impacts our~~value ~~search~~test, ~~for~~we amay ~~business~~be ~~combination~~forced ~~or our ability~~ to ~~successfully~~liquidate ~~consummate~~and ayou ~~business combination~~ will ~~depend~~only ~~on future developments, which are highly uncertain and cannot~~ be ~~predicted,~~entitled ~~including~~to ~~new~~receive your ~~information~~pro ~~which~~rata ~~may~~portion ~~emerge concerning the severity~~ of ~~COVID-19 and~~ the ~~actions~~funds toin ~~contain COVID-19 or treat its impact, among others. If~~ the ~~disruptions~~trust ~~posed by COVID-19 or other matters of global concern continue for an extensive period of time~~account, ~~our ability to consummate a business combination, or the operations of a target business with~~ which wemay ~~ultimately~~be ~~consummate~~less athan ~~business~~$10.15 ~~combination,~~per ~~may be materially adversely affected~~share.

~~In addition,~~Our ~~our~~public ~~ability~~stockholders tomay ~~consummate~~not abe afforded ~~business~~an ~~combination~~opportunity ~~may~~to bevote ~~dependent~~ on ~~the~~our ~~ability~~proposed tobusiness ~~raise~~combination, ~~equity~~which ~~and~~means ~~debt~~we ~~financing which~~ may beconsummate ~~impacted~~our ~~by COVID-19 and~~initial ~~other~~business ~~events,~~combination even ~~including~~though as a ~~result~~majority of ~~increased~~our ~~market~~public ~~volatility,~~stockholders ~~decreased market~~do ~~liquidity~~not ~~and~~support ~~third-party~~such ~~financing~~a ~~being unavailable on terms acceptable to us or at all~~combination.

~~The requirement~~If ~~that~~a ~~the~~stockholder ~~target~~vote is ~~business~~not orrequired, ~~businesses that~~ we ~~acquire~~may ~~must~~conduct ~~collectively~~redemptions ~~have~~via a ~~fair~~tender ~~market~~offer. ~~value~~Accordingly, ~~equal~~we tomay atconsummate ~~least 80% of the balance of the funds in the trust account (excluding any taxes payable) at the time of the execution of a definitive agreement for~~ our initial business combination even ~~may~~if ~~limit~~holders ~~the~~of ~~type~~a ~~and~~majority ~~number~~ of ~~companies~~our ~~with~~public ~~which~~shares wedo ~~may~~not ~~complete~~approve ~~such~~the a business combination.

Nasdaq rules and our amended and restated certificate of incorporation require that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding any taxes payable) at the time of the execution of a definitive agreement for our initial business combination. This restriction may limit the type and number of companies that we may complete a business combination with. If we are unable to locate a target business or businesses that satisfy this fair market value test, we may be forced to liquidate and you will only be entitled to receive your pro rata portion of the funds in the trust account, which may be less than $10.15 per share.27

~~Our public~~Your ~~stockholders~~only ~~may not be afforded an~~ opportunity to ~~vote~~affect onthe investment ~~our~~decision ~~proposed~~regarding a potential business combination, ~~which means we~~ may ~~consummate our~~be ~~initial~~limited ~~business~~to ~~combination~~the ~~even~~exercise ~~though a majority~~ of ~~our~~your ~~public~~right ~~stockholders~~to doredeem ~~not~~your ~~support~~shares from ~~such~~us afor ~~combination~~cash.

IfAt athe ~~stockholder~~time ~~vote~~of isyour ~~not~~investment ~~required~~in us, weyou ~~may~~will ~~conduct~~not ~~redemptions~~be ~~via~~provided awith ~~tender~~an ~~offer~~opportunity to evaluate the specific merits or risks of one or more target businesses. ~~Accordingly,~~Because weour board of directors may consummate our initial business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business combination. ~~even~~Accordingly, ifyour ~~holders~~only opportunity ofto affect the investment decision regarding a ~~majority~~potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public ~~shares~~stockholders doin ~~not~~which ~~approve~~we ~~the~~describe our initial business combination.

27If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

~~Your~~As ~~only~~of ~~opportunity~~December 31, 2022, our initial stockholders own, on an as-converted basis, 19.8% of our outstanding common stock. Our initial stockholders also may from time to ~~affect~~time ~~the~~purchase ~~investment~~public ~~decision~~shares ~~regarding~~prior ato ~~potential~~our initial business combination. ~~may~~Our amended and restated certificate of incorporation provides that, if we seek stockholder approval of an initial business combination, such initial business combination will be ~~limited~~approved toif we receive the ~~exercise~~affirmative vote of a majority of the shares voted at such meeting, ~~your~~including ~~right~~the founder shares. As a result, in addition to ~~redeem~~our ~~your~~initial stockholders’ founder shares, ~~from~~we uswould need 8,100,428, or 39.1%, (assuming all outstanding shares are voted), of the 20,700,000 public shares to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for ~~cash~~such initial business combination.

~~At the~~The ~~time~~ability of ~~your~~our ~~investment~~public ~~in us, you will not be provided with an opportunity~~ stockholders to ~~evaluate~~redeem ~~the~~their ~~specific~~shares ~~merits~~for orcash ~~risks~~may ofmake ~~one or more target businesses. Because~~ our ~~board~~financial ofcondition ~~directors~~unattractive ~~may~~to ~~consummate~~potential ~~our initial~~ business combination ~~without seeking stockholder approval~~targets, ~~public stockholders~~ which may ~~not~~make ~~have~~it ~~the~~difficult ~~right~~for orus ~~opportunity~~ to ~~vote~~enter oninto ~~the~~a business combination. ~~Accordingly,~~with ~~your only opportunity to affect the investment decision regarding~~ a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combinationtarget.

IfWe may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we ~~seek~~have ~~stockholder~~a ~~approval~~minimum net worth or a certain amount of ~~our~~cash. ~~initial~~If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our ~~initial~~public ~~stockholders~~shares ~~have~~in ~~agreed~~an amount that would cause our net tangible assets to ~~vote~~be inless ~~favor~~than of$5,000,001 following such redemptions (so that we are not subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, ~~regardless~~if ofaccepting all ~~how~~properly submitted redemption requests would cause our ~~public~~net ~~stockholders~~tangible ~~vote~~assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

~~As of~~The ~~December 31,~~ability ~~2021, our initial stockholders own, on an as-converted basis, 20%~~ of ~~our~~a ~~outstanding~~large ~~common~~number ~~stock. Our initial stockholders also may from time to time purchase public shares prior to our initial business combination. Our amended and restated certificate~~ of ~~incorporation provides that, if we seek stockholder approval of an initial business~~ combination, such initial business combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting, including the founder shares. As a result, in addition to our ~~initial~~ stockholders’ ~~founder shares, we would need 8,100,428, or 39.1%, (assuming all outstanding shares are voted), of the 20,700,000 public shares~~ to beexercise ~~voted~~redemption inrights ~~favor~~may ofnot anallow ~~initial business~~us ~~combination in order~~ to ~~have~~consummate ~~our initial business combination approved. Accordingly, if we seek stockholder approval of our initial business combination,~~ the ~~agreement~~most bydesirable ~~our initial stockholders to vote in favor of our initial~~ business combination ~~will~~or ~~increase the~~optimize ~~likelihood~~our ~~that~~capital ~~we will receive the requisite stockholder approval for such initial business combination~~structure.

~~The~~In ~~ability~~connection with the successful consummation of our ~~public~~initial ~~stockholders~~business tocombination, we may redeem ~~their~~up to that number of shares ~~for~~of ~~cash~~common stock ~~may~~that ~~make~~would permit us to maintain net tangible assets of $5,000,001. If our ~~financial~~initial ~~condition~~business ~~unattractive~~combination requires us to ~~potential~~use ~~business~~substantially ~~combination~~all ~~targets~~of our cash to pay the purchase price, ~~which~~the redemption threshold may ~~make~~be itfurther ~~difficult~~limited. ~~for~~Alternatively, uswe may need to ~~enter~~arrange ~~into~~third aparty financing to help fund our initial business combination ~~with~~in case a larger percentage of stockholders exercise their redemption rights than we expect. If the acquisition involves the issuance of our shares as consideration, we may be required to issue a higher percentage of our shares to the target or its stockholders to make up for the failure to satisfy a minimum cash requirement. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to us.

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions (so that we are not subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.28

The ~~ability~~ ofrequirement that we maintain a ~~large~~minimum ~~number~~net ofworth ~~our~~or ~~stockholders~~retain toa ~~exercise~~certain ~~redemption~~amount ~~rights~~of ~~may~~cash ~~not~~could ~~allow~~increase usthe toprobability that we cannot consummate ~~the~~our ~~most~~initial ~~desirable~~ business combination orand ~~optimize~~that ~~our~~you ~~capital~~would ~~structure~~have to wait for liquidation in order to redeem your shares.

InIf, ~~connection~~pursuant ~~with~~to the ~~successful~~terms ~~consummation~~ of our ~~initial~~proposed business combination, we ~~may~~are ~~redeem~~required up to ~~that~~maintain ~~number~~a ofminimum ~~shares~~net ~~of common~~worth ~~stock~~or ~~that~~retain ~~would~~a ~~permit~~certain amount usof tocash ~~maintain~~in ~~net~~trust ~~tangible~~in ~~assets~~order ofto ~~$5,000,001.~~consummate Ifthe ~~our initial~~ business combination ~~requires us~~and toregardless ~~use~~of ~~substantially~~whether ~~all~~we ofproceed ~~our~~with ~~cash~~redemptions tounder the ~~pay~~tender ~~the~~offer ~~purchase~~or ~~price~~proxy rules, the ~~redemption~~probability ~~threshold~~that ~~may~~we becannot ~~further~~consummate ~~limited.~~our ~~Alternatively, we~~initial ~~may~~business ~~need~~combination tois ~~arrange~~increased. ~~third~~If ~~party~~we do ~~financing~~not toconsummate ~~help fund~~ our initial business combination, inyou ~~case~~would anot ~~larger~~receive ~~percentage~~your ofpro ~~stockholders exercise~~rata ~~their~~portion ~~redemption~~of ~~rights~~the ~~than~~trust account until we ~~expect~~liquidate. If ~~the~~you ~~acquisition~~are ~~involves~~in ~~the~~need ~~issuance~~ of ~~our~~immediate ~~shares as consideration~~liquidity, weyou ~~may be~~could ~~required~~attempt to ~~issue~~sell ayour ~~higher~~shares ~~percentage~~in ofthe ~~our~~open ~~shares~~market; tohowever, ~~the~~at ~~target~~such ortime ~~its~~our shares ~~stockholders~~may totrade ~~make~~at upa ~~for~~discount to the ~~failure~~pro torata ~~satisfy a~~amount ~~minimum~~in ~~cash~~our ~~requirement~~trust account. ~~Raising~~In ~~additional~~either ~~funds~~situation, toyou ~~cover~~may ~~any~~suffer ~~shortfall~~a ~~may~~material ~~involve~~loss on ~~dilutive~~your ~~equity~~investment ~~financing~~ or ~~incurring indebtedness~~lose atthe ~~higher~~benefit ~~than~~of ~~desirable~~funds ~~levels.~~expected ~~This~~in ~~may~~connection ~~limit~~with our ~~ability~~redemption tountil ~~effectuate~~we ~~the~~liquidate ~~most~~or ~~attractive~~you ~~business~~are ~~combination available~~able to sell usyour shares in the open market.

28The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating our initial business combination.

~~The~~Any ~~requirement~~potential ~~that~~target business with which we ~~maintain~~enter ainto ~~minimum~~negotiations ~~net~~concerning ~~worth~~our orinitial ~~retain~~business acombination ~~certain~~will ~~amount~~be ofaware ~~cash~~that we ~~could~~must ~~increase~~consummate our initial business combination within the ~~probability~~completion window. Consequently, such target businesses may obtain leverage over us in negotiating our initial business combination, knowing that if we ~~cannot~~do not complete our initial business combination ~~consummate~~with that particular target business, we may be unable to complete our initial business combination ~~and~~with ~~that~~any ~~you~~target ~~would~~business. ~~have~~This risk will increase as we get closer to ~~wait~~the ~~for~~timeframe ~~liquidation~~described inabove. ~~order~~In addition, we may have limited time to ~~redeem~~conduct ~~your~~due ~~shares~~diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

~~If, pursuant~~We tomay ~~the~~not ~~terms~~be ofable ~~our proposed business combination, we are required~~ to ~~maintain a minimum net worth or retain a certain amount of cash in trust in order to~~ consummate ~~the business combination and regardless of whether we proceed with redemptions~~ ~~under the tender offer or proxy rules, the probability that we cannot consummate~~ our initial business combination iswithin ~~increased. If we do not consummate our initial business combination, you would not receive your pro rata portion of~~ the ~~trust~~completion ~~account until we liquidate. If you are in need of immediate liquidity~~window, ~~you could attempt to sell your shares~~ in ~~the~~which ~~open~~case ~~market;~~we ~~however,~~would ~~at such~~cease ~~time~~all ~~our~~operations ~~shares~~except ~~may~~for ~~trade at a discount to~~ the ~~pro rata amount in our trust account. In either situation, you may suffer~~purpose ~~a material loss on your investment or lose the benefit~~ of ~~funds~~winding ~~expected~~up inand ~~connection with our redemption until~~ we ~~liquidate or~~would ~~you~~redeem ~~are~~our ~~able~~public ~~to sell your~~ shares inand ~~the open market~~liquidate.

~~The~~We may not be able to ~~requirement~~find ~~that~~a wesuitable ~~complete~~target ~~our~~business and consummate an initial business combination within the completion window. ~~may~~Our ~~give~~ability ~~potential~~to complete ~~target~~our ~~businesses~~initial ~~leverage~~business ~~over~~combination usmay be negatively impacted by general market conditions, volatility in ~~negotiating~~the ~~our~~capital and debt markets and the other risks described herein. If we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Any potential target business with which we enter into negotiations concerning our initial business combination will be aware that we must consummate our initial business combination within the completion window. Consequently, such target businesses may obtain leverage over us in negotiating our initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.29

WeAs ~~may~~the ~~not~~number beof ~~able~~special topurpose ~~consummate our initial~~acquisition ~~business~~companies ~~combination~~evaluating ~~within~~targets ~~the~~increases, ~~completion~~attractive ~~window,~~targets inmay ~~which~~become ~~case~~scarcer weand ~~would~~there ~~cease~~may ~~all~~be ~~operations~~more ~~except~~competition for attractive targets. This could increase the ~~purpose~~cost of ~~winding~~our upinitial business combination and we ~~would~~could ~~redeem~~even result in our ~~public~~inability ~~shares~~to ~~and~~find ~~liquidate~~a target or to consummate an initial business combination.

~~We may~~In ~~not~~recent beyears, ~~able to find a suitable target business and consummate an initial business combination within~~ the ~~completion~~number ~~window.~~of ~~Our~~special ~~ability~~purpose toacquisition ~~complete~~companies ~~our~~that ~~initial~~have ~~business combination~~been ~~may~~formed behas ~~negatively~~increased ~~impacted~~substantially. byMany ~~general~~potential ~~market~~targets ~~conditions,~~for ~~volatility in the capital and debt markets and the other risks~~special ~~described~~purpose ~~herein.~~acquisition Ifcompanies we have ~~not~~already ~~consummated~~entered into an initial business combination, ~~within~~and ~~such~~there ~~applicable~~are ~~time~~still ~~period,~~many wespecial ~~will:~~purpose ~~(i) cease~~acquisition ~~all~~companies ~~operations~~seeking ~~except~~targets for ~~the~~their ~~purpose~~initial ofbusiness ~~winding~~combination, ~~up; (ii)~~ as ~~promptly~~well as ~~reasonably~~many ~~possible~~such ~~but~~companies ~~not~~currently ~~more~~in ~~than~~registration. ~~ten~~As ~~business~~a ~~days thereafter~~result, ~~redeem the public shares,~~ at ~~a per-share price~~times, ~~payable~~fewer inattractive ~~cash,~~targets ~~equal~~may tobe ~~the aggregate amount then on deposit in the trust account~~available, ~~including~~and ~~interest~~it ~~(less~~may uprequire tomore ~~$100~~time,~~000~~ ofmore ~~interest~~effort ~~to pay dissolution expenses~~ and ~~net of~~more ~~taxes payable), divided by the number of then outstanding public shares, which redemption~~resources ~~will completely extinguish public stockholders’ rights as stockholders (including the right~~ to ~~receive~~identify ~~further~~a ~~liquidating distributions,~~suitable iftarget ~~any);~~ and ~~(iii) as promptly as reasonably possible following such redemption, subject~~ to ~~the~~consummate ~~approval~~an ofinitial ~~our remaining~~business stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable lawcombination.

~~As the~~In ~~number~~addition, ofbecause there are more special purpose acquisition companies ~~evaluating~~seeking ~~targets~~to ~~increases~~enter into an initial business combination with available targets, ~~attractive~~the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer ~~and~~for ~~there~~other reasons, such as economic or industry ~~may~~sector bedownturns, ~~more~~geopolitical ~~competition~~tensions, ~~for~~or ~~attractive~~increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and ~~could~~may ~~even~~ result in our inability to ~~find a target or to~~ consummate an initial business combination on terms favorable to our investors altogether.

~~In recent~~The ~~years,~~ability ~~the number~~ of ~~special~~our ~~purpose~~public ~~acquisition companies that have been formed has increased substantially. Many potential~~stockholders ~~targets~~to ~~for~~exercise ~~special~~redemption ~~purpose~~rights ~~acquisition~~with ~~companies~~respect ~~have~~to already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a ~~result,~~large atnumber ~~times,~~of ~~fewer~~our ~~attractive~~shares ~~targets~~ may benot ~~available,~~allow ~~and~~us itto ~~may~~complete ~~require~~the ~~more~~most ~~time,~~desirable ~~more~~business ~~effort~~combination ~~and~~or ~~more~~optimize ~~resources~~our tocapital ~~identify a suitable target and to consummate an initial business combination~~structure.

InAt the time we enter into ~~addition~~an agreement for our initial business combination, ~~because~~we ~~there~~will ~~are~~not ~~more~~know ~~special~~how ~~purpose~~many ~~acquisition~~stockholders ~~companies~~may ~~seeking~~exercise their redemption rights, and, therefore, we will need to ~~enter~~structure ~~into~~the antransaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination ~~with available~~agreement ~~targets,~~requires us to use a portion of the ~~competition~~cash ~~for~~in ~~available~~the ~~targets~~trust ~~with~~account ~~attractive~~to pay ~~fundamentals~~the purchase price, or ~~business~~requires ~~models~~us ~~may~~to ~~increase,~~have ~~which~~a ~~could cause~~minimum ~~targets~~amount ~~companies~~of cash at closing, we will need to ~~demand~~reserve ~~improved~~a ~~financial~~portion ~~terms.~~of ~~Attractive~~the ~~deals~~cash in ~~could~~the ~~also~~trust ~~become~~account ~~scarcer~~to meet such requirements, or arrange for ~~other~~third-party ~~reasons~~financing. In addition, ~~such~~if a larger number of shares asis ~~economic~~submitted orfor ~~industry~~redemption ~~sector~~than ~~downturns,~~we ~~geopolitical~~initially ~~tensions~~expected, orwe ~~increases~~may inneed to restructure the ~~cost~~transaction to reserve a greater portion of ~~additional~~the ~~capital~~cash ~~needed~~in tothe ~~close business~~trust ~~combinations~~account or ~~operate~~arrange ~~targets~~for ~~post~~additional third-~~business~~party ~~combination~~financing. ~~This~~Raising ~~could~~additional ~~increase~~third-party financing may involve dilutive equity issuances or the ~~cost~~incurrence of, ~~delay~~indebtedness orat ~~otherwise~~higher ~~complicate~~than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or ~~frustrate~~optimize our ~~ability~~capital structure. The amount of the deferred underwriting commissions payable to ~~find~~the ~~and~~underwriter ~~consummate~~will not be adjusted for any shares that are redeemed in connection with an initial business combination, and ~~may~~such ~~result~~amount inof ~~our~~deferred ~~inability~~underwriting discount is not available for us to ~~consummate~~use as consideration in an initial business combination. onThe ~~terms~~per-share ~~favorable~~amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the amount held in trust will continue to reflect our ~~investors~~obligation ~~altogether~~to pay the entire deferred underwriting commissions.

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.30

~~At the~~The ~~time~~ability weof ~~enter into an agreement for~~ our ~~initial~~public ~~business combination, we will not know how many~~ stockholders to ~~may~~ exercise ~~their~~ redemption rights, ~~and,~~with ~~therefore,~~respect ~~we will need~~ to ~~structure~~a ~~the~~large ~~transaction~~number ~~based~~of on our ~~expectations~~shares ascould toincrease the ~~number of~~probability ~~shares~~ that ~~will be submitted for redemption. If~~ our initial business combination ~~agreement~~would ~~requires~~be usunsuccessful toand ~~use~~that ayou ~~portion~~would ~~of the cash in the trust account to pay the purchase price, or requires us to~~ have ~~a minimum amount of cash at closing, we will need~~ to ~~reserve~~wait ~~a portion of the cash in the trust account to meet such requirements, or arrange~~ for ~~third-party~~liquidation ~~financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash~~ in ~~the~~order trust account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to ~~complete~~redeem ~~the~~your ~~most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any~~ shares that are redeemed in connection with an initial business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

29If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

The requirement that we complete an initial ~~ability~~business ofcombination ~~our~~within ~~public~~the ~~stockholders~~completion towindow ~~exercise~~may ~~redemption~~give ~~rights~~potential ~~with~~target ~~respect~~businesses toleverage aover ~~large~~us ~~number~~in ofnegotiating ~~our~~a ~~shares~~business combination ~~could~~and ~~increase~~may limit the ~~probability~~ ~~that~~time ~~our~~we ~~initial~~have in which to conduct due diligence on potential business combination ~~would~~targets, bein ~~unsuccessful~~particular, as ~~and~~we ~~that~~approach ~~you~~our ~~would~~dissolution ~~have~~deadline, which could undermine our ability to ~~wait~~complete ~~for~~our ~~liquidation~~initial inbusiness ~~order~~combination on terms tothat ~~redeem~~would ~~your~~produce ~~shares.~~value for our stockholders.

~~If our~~Any ~~initial~~potential target business with ~~combination~~which ~~agreement~~we ~~requires~~enter usinto tonegotiations ~~use~~concerning a ~~portion~~business ofcombination ~~the~~will ~~cash~~be inaware ~~the~~that ~~trust~~we ~~account~~must tocomplete ~~pay~~an ~~the~~initial ~~purchase price,~~business orcombination ~~requires~~within usthe tocompletion ~~have~~window. ~~a minimum amount of cash at closing~~Consequently, ~~the~~such ~~probability~~target ~~that our initial~~ business ~~combination~~may ~~would~~obtain beleverage ~~unsuccessful is~~over ~~increased.~~us Ifin ~~our~~negotiating ~~initial~~a business combination ~~is unsuccessful~~, ~~you~~knowing ~~would~~that ~~not~~if ~~receive your pro rata portion of the trust account until~~ we ~~liquidate~~do ~~the~~not ~~trust~~complete ~~account.~~our Ifinitial ~~you~~business ~~are~~combination inwith ~~need~~that ofparticular ~~immediate~~target ~~liquidity~~business, ~~you~~we ~~could~~may ~~attempt~~be unable to ~~sell~~complete ~~your~~our ~~shares~~initial inbusiness ~~the open~~combination ~~market;~~with ~~however,~~any attarget ~~such~~business. ~~time~~This ~~our~~risk ~~shares~~will ~~may~~increase ~~trade~~as atwe aget ~~discount~~closer to the ~~pro~~timeframe described ~~rata amount per share in the trust account~~above. In ~~either~~ ~~situation~~addition, ~~you~~we may ~~suffer~~have alimited ~~material~~time ~~loss~~to onconduct ~~your~~due ~~investment~~diligence orand ~~lose~~may ~~the~~enter ~~benefit~~into ofour ~~funds~~initial ~~expected~~business ~~in connection with our~~combination ~~redemption~~on ~~until~~terms that we ~~liquidate~~would orhave ~~you~~rejected ~~are~~upon ~~able~~a tomore ~~sell~~comprehensive ~~your shares in the open market~~investigation.

~~The requirement~~We ~~that~~may wenot be able to complete an initial business combination within the ~~completion~~required ~~window~~time ~~may~~period, ~~give~~in ~~potential~~which ~~target~~case ~~businesses leverage~~we ~~over~~would uscease inall ~~negotiating~~operations aexcept ~~business~~for ~~combination~~the ~~and~~purpose ~~may~~of ~~limit~~winding up ~~the~~and ~~time~~ we ~~have~~would inredeem ~~which~~our topublic ~~conduct~~shares ~~due~~and ~~diligence on potential business combination targets~~liquidate, in ~~particular,~~which ascase ~~we approach~~ our ~~dissolution~~public ~~deadline,~~stockholders ~~which~~may ~~could~~only ~~undermine~~receive ~~our~~$10.15 ~~ability~~per ~~to complete~~share, ~~our~~or ~~initial~~less ~~business~~than ~~combination~~such onamount ~~terms~~in ~~that~~certain ~~would~~circumstances, ~~produce~~and ~~value~~our ~~for~~warrants ~~our~~will ~~stockholders~~expire worthless.

~~Any~~Our amended and restated certificate ~~potential~~of ~~target~~incorporation ~~business~~provides ~~with~~that ~~which~~ we ~~enter~~must ~~into~~complete ~~negotiations~~our ~~concerning~~initial a business combination ~~will~~within the completion window. We may not be ~~aware~~able to ~~that~~find wea ~~must~~suitable target business and complete an initial business combination within ~~the~~such ~~completion~~time ~~window~~period. ~~Consequently,~~Our ~~such~~ability ~~target~~to complete our initial business combination may ~~obtain~~be ~~leverage~~negatively ~~over~~impacted usby general market conditions, volatility in the capital and debt markets ~~negotiating~~and athe ~~business~~other ~~combination,~~risks ~~knowing~~described ~~that~~herein. ifIf we dohave not ~~complete~~completed ~~our~~an initial business combination ~~with~~within ~~that~~such ~~particular~~time ~~target~~period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, weredeem ~~may~~the bepublic ~~unable~~shares, at a per-share price, payable in cash, equal to ~~complete~~the ~~our~~aggregate ~~initial~~amount ~~business~~then ~~combination~~on ~~with~~deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any ~~target~~(less ~~business.~~up ~~This~~to ~~risk~~$100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will ~~increase~~completely extinguish public stockholders’ rights as westockholders (including the right ~~get~~to ~~closer~~receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the ~~timeframe~~approval ~~described~~of ~~above.~~our Inremaining ~~addition~~stockholders and our board of directors, weliquidate ~~may~~and ~~have~~dissolve, subject ~~limited~~in ~~time~~each case to ~~conduct~~our ~~due~~obligations ~~diligence~~under Delaware law to provide for claims of creditors and ~~may~~the ~~enter~~requirements ~~into~~of other applicable law. In such case, our ~~initial~~public ~~business~~stockholders ~~combination~~may receive only $10.15 per share, or less than $10.15 per share, on ~~terms~~the ~~that~~redemption of wetheir ~~would~~shares, ~~have~~and ~~rejected~~our ~~upon~~warrants awill ~~more~~expire ~~comprehensive~~worthless. ~~investigation~~See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.15 per share” and other risk factors herein.

We may not be able to complete an initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.15 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. 31

~~Our amended and restated certificate~~The ofrecent ~~incorporation~~coronavirus ~~provides~~(COVID-19) ~~that we must complete our initial business combination within the completion window. We~~pandemic ~~may not be able to find a suitable target business~~ and ~~complete~~the animpact ~~initial~~on business ~~combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital~~ and debt ~~markets~~ and ~~the~~equity ~~other~~markets ~~risks~~could ~~described herein. If we~~ have ~~not~~a ~~completed~~material anadverse ~~initial~~effect ~~business~~on ~~combination~~our ~~within~~search ~~such time period, we will: (i) cease all operations except~~ for ~~the~~a ~~purpose of winding up; (ii) as promptly as reasonably possible but not more than ten~~ business ~~days thereafter~~combination, ~~redeem the public shares, at a per-share price, payable in cash, equal to the aggregate~~ ~~amount then on deposit in the trust account, including interest earned on the funds held in the trust account~~ and ~~not previously released to us to pay our taxes, if~~ any ~~(less~~target upbusiness towith ~~$100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares,~~ which ~~redemption~~we ~~will~~ultimately ~~completely~~complete ~~extinguish~~a ~~public~~business 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, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable lawcombination. In such case, our public stockholders may receive only $10.15 per share, or less than $10.15 per share, on the redemption of their shares, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.15 per share” and other risk factors herein.

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States and Europe. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to the coronavirus, and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic.” A significant outbreak of the coronavirus and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, business operations and the conduct of commerce generally and could have a material adverse effect on the business of any potential target business with which we complete a business combination. Furthermore, we may be unable to complete a business combination if continued concerns relating to the coronavirus restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and complete a transaction in a timely manner. The extent to which the coronavirus impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus pandemic and the actions to contain the coronavirus or treat its impact, among others. If the disruptions posed by the coronavirus or other matters of global concern continue for an extensive period of time, it could have a material adverse effect on our ability to complete a business combination, or the operations of a target business with which we ultimately complete a business combination. In addition, our ability to complete a transaction may be dependent on the ability to raise equity and debt financing and the coronavirus pandemic and other related events could have a material adverse effect on our ability to raise adequate financing.

~~The recent~~If ~~coronavirus~~we ~~(COVID-19)~~seek ~~pandemic~~stockholder ~~and~~approval ~~the~~of ~~impact~~our initial on business ~~and~~combination, ~~debt~~our ~~and~~initial ~~equity~~stockholders, ~~markets~~directors, ~~could~~executive ~~have~~officers, aadvisors, ~~material~~or ~~adverse~~any ~~effect on~~of ~~our~~their ~~search~~affiliates ~~for~~may elect ato ~~business~~purchase ~~combination,~~shares ~~and~~or ~~any~~public ~~target~~warrants ~~business~~from ~~with~~public stockholders, which wemay ~~ultimately~~influence ~~complete~~a vote on a proposed business combination and reduce the public “float” of our Class A common stock or public warrants.

InIf we seek stockholder approval ~~December~~of ~~2019,~~our ainitial ~~novel~~business ~~strain~~combination ofand ~~coronavirus~~we ~~(COVID-19)~~do ~~was~~not ~~reported~~conduct redemptions in connection with our initial business combination pursuant to ~~have~~the ~~surfaced~~tender inoffer ~~Wuhan~~rules, ~~China~~our initial stockholders, ~~which~~directors, ~~has~~executive ~~and~~officers, isadvisors ~~continuing~~or any of their affiliates may purchase topublic ~~spread~~shares ~~throughout~~or ~~China~~public ~~and~~warrants ~~other~~in ~~parts~~privately ofnegotiated transactions or in the ~~world,~~open ~~including~~market either prior to or following the ~~United~~completion of ~~States~~our ~~and~~initial ~~Europe.~~business Oncombination, ~~January~~where 30otherwise permissible under applicable laws, ~~2020~~rules and regulations, ~~the~~although ~~World~~they are ~~Health~~under ~~Organization~~no ~~declared~~obligation ~~the~~to ~~outbreak~~do ofso. Any such price per share may be different than the ~~coronavirus~~amount per share a ~~“Public~~public ~~Health~~stockholder ~~Emergency~~would ofreceive if ~~International~~it ~~Concern~~elected to redeem its shares in connection with our initial business combination.” OnAdditionally, at any time at or prior to ~~January~~our 31initial business combination, ~~2020~~subject to applicable securities laws (including with respect to material nonpublic information), our ~~U.S.~~sponsor, ~~Health~~directors, officers, advisors or any of their affiliates may enter into transactions with investors and ~~Human~~others ~~Services~~to provide ~~Secretary~~them ~~Alex~~with M.incentives ~~Azar~~to IIacquire ~~declared~~public ashares, vote their public ~~health~~shares ~~emergency~~in ~~for~~favor ~~the~~of ~~United~~our ~~States~~initial business combination or tonot ~~aid~~redeem ~~the~~their Upublic shares.S. ~~healthcare~~However, ~~community~~other inthan ~~responding~~as toexpressly ~~the~~stated ~~coronavirus~~herein, ~~and~~they onhave ~~March~~no ~~11,~~current ~~2020~~commitments, ~~the~~plans ~~World~~or ~~Health~~intentions to ~~Organization~~engage ~~characterized the~~in ~~outbreak~~such astransactions aand ~~“pandemic.”~~have Anot ~~significant~~formulated ~~outbreak~~any terms or conditions for any such transactions. None of the ~~coronavirus~~funds ~~and~~in the ~~other~~trust ~~infectious~~account ~~diseases~~will ~~could~~be ~~result~~used to purchase public shares or public warrants in such transactions. Such a ~~widespread~~purchase ~~health~~may ~~crisis~~include a contractual acknowledgment that ~~could~~such ~~adversely~~stockholder, ~~affect~~although still the ~~economies~~record ~~and~~holder ~~financial~~of ~~markets~~our ~~worldwide~~shares, ~~business~~is ~~operations~~no ~~and~~longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the ~~conduct~~event that our initial stockholders, directors, executive officers, advisors or any of ~~commerce~~their ~~generally~~affiliates ~~and~~purchase ~~could~~shares in privately negotiated transactions from public stockholders who have aalready ~~material~~elected ~~adverse~~to ~~effect~~exercise ontheir ~~the~~redemption ~~business~~rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any ~~potential~~such ~~target~~purchases ~~business~~of ~~with which~~shares wecould ~~complete~~be ato vote such shares in favor of the business combination. and ~~Furthermore,~~thereby weincrease ~~may~~the belikelihood ~~unable~~of toobtaining ~~complete~~stockholder aapproval of the business combination ifor ~~continued~~to ~~concerns~~satisfy a closing condition ~~relating~~in toan ~~the~~agreement ~~coronavirus~~with ~~restrict~~a ~~travel,~~target ~~limit~~that ~~the~~requires ~~ability~~us to have ~~meetings~~a ~~with~~minimum ~~potential~~net ~~investors~~worth or a certain amount of cash at the ~~target~~closing ~~company’s~~of our initial ~~personnel~~business combination, ~~vendors~~where ~~and~~it ~~services~~appears ~~providers~~that ~~are~~such ~~unavailable~~requirement towould ~~negotiate~~otherwise ~~and~~not ~~complete~~be amet. ~~transaction~~The inpurpose aof ~~timely~~any ~~manner.~~such ~~The~~purchases ~~extent~~of public warrants could be to ~~which~~reduce the ~~coronavirus~~number ~~impacts~~of ~~our~~public ~~search~~warrants ~~for~~outstanding aor ~~business~~to ~~combination~~vote ~~will~~such ~~depend~~warrants on ~~future~~any ~~developments,~~matters ~~which~~submitted ~~are~~to ~~highly uncertain~~the ~~and~~warrant ~~cannot~~holders befor ~~predicted,~~approval ~~including~~in ~~new~~connection ~~information~~with ~~which~~our ~~may~~initial ~~emerge~~business ~~concerning~~combination. ~~the~~Any ~~severity~~such purchases of ~~the~~our ~~coronavirus~~securities ~~pandemic~~may ~~and~~result in the ~~actions~~ tocompletion ~~contain~~of ~~the~~our ~~coronavirus~~initial orbusiness ~~treat~~combination ~~its~~that ~~impact,~~may ~~among~~not ~~others~~otherwise have been possible. IfAny such purchases will be reported pursuant to Section 13 and Section 16 of the ~~disruptions~~Exchange ~~posed~~Act byto the ~~coronavirus~~extent orsuch ~~other~~purchasers ~~matters of~~are ~~global~~subject ~~concern~~to ~~continue~~such ~~for~~reporting anrequirements. See ~~extensive~~“Business ~~period~~— ofPermitted ~~time,~~Purchases itof ~~could~~Our ~~have~~Securities” for a ~~material~~description ~~adverse~~of ~~effect~~how on our ~~ability~~initial tostockholders, ~~complete~~directors, aexecutive ~~business combination~~officers, advisors or ~~the~~any ~~operations~~ of atheir ~~target~~affiliates ~~business~~will ~~with~~select which westockholders ~~ultimately~~to ~~complete~~purchase asecurities ~~business~~from ~~combination~~in any private transaction. In addition, ~~our~~ ~~ability~~if tosuch ~~complete~~purchases aare ~~transaction~~made, ~~may~~the bepublic ~~dependent~~“float” onof ~~the~~our ~~ability~~Class toA ~~raise~~common ~~equity~~stock ~~and~~or ~~debt~~public ~~financing~~ warrants and the ~~coronavirus~~number ~~pandemic and~~of ~~other~~beneficial ~~related~~holders ~~events~~of ~~could~~our ~~have~~securities amay ~~material~~be ~~adverse~~reduced, ~~effect~~possibly onmaking ~~our~~it ~~ability~~difficult to ~~raise~~maintain ~~adequate~~or ~~financing~~obtain the quotation, listing or trading of our securities on a national securities exchange.

If we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, advisors, or any of their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock or public warrants. 32

IfPurchases ~~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~~shares ~~tender offer rules, our initial stockholders, directors, executive officers, advisors or any~~ of ~~their~~common ~~affiliates~~stock ~~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, where otherwise permissible under applicable laws, rules and regulations, although they are under no obligation to do so. Any such price per share may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in ~~connection~~privately ~~with~~negotiated ~~our~~transactions ~~initial~~by ~~business combination. Additionally, at any time at or prior to~~ our ~~initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our~~ sponsor, directors, officers, advisors or ~~any of~~ their affiliates may ~~enter~~make ~~into~~it ~~transactions~~difficult with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for ~~any~~us ~~such transactions. None of the funds in the trust account will be used~~ to ~~purchase~~maintain ~~public shares or public warrants in such transactions. Such a purchase may include a contractual acknowledgment that such stockholder, although still~~ the ~~record~~listing ~~holder~~ of our shares, ison noa ~~longer~~national ~~the~~securities ~~beneficial~~exchange ~~owner thereof and therefore agrees not to exercise its redemption rights. In the event that~~following our initial stockholders, directors, executive officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the ~~business~~consummation ~~combination and thereby increase the likelihood~~ of ~~obtaining stockholder approval of the 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. 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. See “Business — Permitted Purchases of Our Securities” for a description of how our initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction. In addition, if such purchases are made, the public “float” of our Class A common stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

31If our sponsor, directors, officers, advisors or their affiliates purchase public shares in the open market or in privately negotiated transactions, the public “float” of our shares of common stock and the number of beneficial holders of our securities would both be reduced, possibly making it difficult to maintain the listing or trading of our securities on a national securities exchange following consummation of the business combination.

~~Purchases of~~If ~~shares~~a ofstockholder ~~common~~fails ~~stock~~to inreceive ~~the~~notice of ~~open~~our ~~market~~offer orto inredeem ~~privately~~our ~~negotiated~~public ~~transactions~~shares byin connection with our ~~sponsor,~~initial ~~directors,~~business ~~officers~~combination, ~~advisors~~ or ~~their~~fails ~~affiliates~~to ~~may~~comply ~~make~~with itthe ~~difficult~~ procedures for ustendering toits ~~maintain~~shares, ~~the~~such ~~listing of our~~ shares onmay anot ~~national~~be ~~securities exchange following the consummation of an initial business combination~~redeemed.

IfWe will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our ~~sponsor~~initial business combination. Despite our compliance with these rules, ~~directors~~if a stockholder fails to receive our proxy solicitation or tender offer materials, ~~officers~~as applicable, ~~advisors~~such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or ~~their~~tender ~~affiliates~~offer ~~purchase~~materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the ~~open~~various ~~market~~procedures orthat must be complied with in ~~privately~~order ~~negotiated~~to validly redeem or tender public shares. ~~transactions~~For example, ~~the~~we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “~~float~~street name,” ofto either tender their certificates to our ~~shares~~transfer ofagent ~~common~~prior ~~stock~~to ~~and~~the date set forth in the ~~number~~tender ofoffer ~~beneficial~~documents ~~holders~~or ofproxy ~~our~~materials ~~securities would~~mailed ~~both~~to besuch ~~reduced~~holders, ~~possibly~~or ~~making~~up itto ~~difficult~~two business days prior to ~~maintain~~the vote on the ~~listing~~proposal orto ~~trading~~approve ofthe ~~our~~business ~~securities~~combination onin athe ~~national~~event ~~securities~~we distribute proxy materials, or to deliver their shares to the ~~exchange~~transfer ~~following~~agent ~~consummation~~electronically. ofIn the ~~business~~event ~~combination~~that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

IfBecause of our limited resources and athe ~~stockholder~~significant ~~fails~~competition tofor ~~receive~~business ~~notice~~combination ofopportunities, ~~our~~it ~~offer~~may be more difficult for us to ~~redeem~~complete our ~~public~~initial ~~shares~~business combination inwithin ~~connection~~the ~~with~~required time period. If we do not complete our initial business combination, our public stockholders may orreceive ~~fails~~only totheir ~~comply~~pro ~~with~~rata portion of the ~~procedures~~funds in the trust account that are available for ~~tendering~~distribution ~~its~~to ~~shares~~public stockholders, and ~~such~~our ~~shares~~warrants ~~may~~will ~~not~~expire ~~be redeemed~~worthless.

We expect to encounter intense ~~will~~competition ~~comply~~from ~~with~~other ~~the~~entities ~~proxy~~having ~~rules~~a orbusiness ~~tender~~objective ~~offer~~similar ~~rules~~to ours, asincluding ~~applicable,~~private ~~when~~investors ~~conducting~~(which ~~redemptions~~may inbe ~~connection~~individuals or ~~with~~investment ~~our~~partnerships), ~~initial business~~other ~~combination.~~blank ~~Despite~~check ~~our~~companies ~~compliance~~and ~~with~~other ~~these~~entities, ~~rules~~domestic and international, ifcompeting afor ~~stockholder~~the ~~fails~~types of businesses we intend to ~~receive~~acquire. ~~our~~Many ~~proxy~~of ~~solicitation~~these orindividuals ~~tender~~and entities are well-established and have extensive experience in ~~offer~~identifying ~~materials~~and effecting, asdirectly ~~applicable~~or indirectly, ~~such~~acquisitions ~~stockholder~~of ~~may~~companies ~~not~~operating ~~become~~in ~~aware~~or ofproviding ~~the~~services ~~opportunity~~ to ~~redeem~~various ~~its shares~~industries. Many Inof ~~addition~~these competitors possess greater technical, ~~the proxy~~human ~~solicitation~~and orother ~~tender~~resources ~~offer~~or ~~materials,~~more aslocal ~~applicable,~~industry ~~that~~knowledge than we do and our financial resources will ~~furnish~~be torelatively ~~holders~~limited when contrasted with those of ~~our~~many ~~public~~of ~~shares~~these incompetitors. ~~connection~~While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial ~~business~~public ~~combination~~offering ~~will~~and ~~describe~~the sale of the ~~various~~private ~~procedures~~placement ~~that~~warrants, ~~must~~our beability ~~complied~~to compete with inrespect ~~order~~ to ~~validly~~the ~~redeem~~acquisition of certain target businesses that are sizable orwill ~~tender~~be ~~public~~limited ~~shares~~by our available financial resources. ~~For~~This ~~example,~~inherent wecompetitive ~~may~~limitation ~~require~~gives ~~our~~others ~~public~~an ~~stockholders~~advantage ~~seeking~~in topursuing the ~~exercise~~acquisition ~~their~~of ~~redemption~~certain ~~rights~~target businesses. Furthermore, ~~whether they~~we are ~~record~~obligated to offer holders orof ~~hold~~our ~~their~~public shares inthe ~~“street~~right ~~name,”~~ to redeem ~~either~~their ~~tender~~shares ~~their~~for ~~certificates~~cash toat the time of our ~~transfer~~initial ~~agent prior~~business tocombination ~~the~~in ~~date~~conjunction ~~set~~with ~~forth~~a instockholder ~~the~~vote ~~tender~~or via a tender offer. ~~documents~~Target orcompanies ~~proxy~~will ~~materials~~be ~~mailed~~aware tothat ~~such~~this ~~holders,~~may orreduce upthe resources available to ~~two~~us for our initial business ~~days~~combination. ~~prior~~Any toof ~~the~~these ~~vote~~obligations onmay ~~the~~place ~~proposal~~us toat ~~approve~~a ~~the~~competitive disadvantage in successfully negotiating a business combination. inIf ~~the~~we ~~event~~do not wecomplete ~~distribute~~our ~~proxy~~initial ~~materials~~business combination within the required time period, orour topublic ~~deliver their~~stockholders ~~shares~~may toreceive ~~the~~only ~~transfer~~their ~~agent~~pro rata ~~electronically.~~portion Inof the ~~event~~funds in the trust account that aare ~~stockholder~~available ~~fails~~for distribution to ~~comply~~public ~~with~~stockholders, ~~these~~and orour ~~any~~warrants ~~other~~will expire ~~procedures~~worthless. See “If third parties bring claims against us, the proceeds held in the trust account could be reduced ~~its~~and ~~shares~~the ~~may~~per-share ~~not~~redemption amount received by stockholders may be ~~redeemed~~less than $10.15 per share” and other risk factors herein.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination within the required time period. If we do not complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless. 33

~~We expect~~If towe ~~encounter~~seek ~~intense~~stockholder approval ~~competition~~of ~~from~~our ~~other~~initial ~~entities having a~~ business ~~objective~~combination ~~similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies~~ and ~~other entities, domestic and international, competing for the types of businesses~~ we ~~intend~~do tonot ~~acquire.~~conduct ~~Many~~redemptions ofpursuant ~~these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services~~ to ~~various~~the ~~industries. Many~~tender ofoffer ~~these competitors possess greater technical~~rules, ~~human~~ and ~~other~~if ~~resources~~you or ~~more local industry knowledge than we do and our financial~~ ~~resources~~a ~~will~~“group” ~~be relatively limited when contrasted with those~~ of ~~many~~stockholders ~~of these competitors. While we believe there~~ are ~~numerous~~deemed ~~target businesses~~to wehold ~~could~~in ~~potentially~~excess ~~acquire~~of ~~with~~15% ~~the net proceeds~~ of our ~~initial~~shares ~~public offering and the sale~~ of ~~the~~common ~~private placement warrants~~stock, ~~our~~ ~~ability~~you ~~to compete with respect to the acquisition of certain target businesses that are sizable~~ will belose ~~limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing~~ the ~~acquisition of certain target businesses.~~ability ~~Furthermore, we are obligated~~ to ~~offer~~redeem ~~holders~~all ofsuch ~~our public~~ shares ~~the~~in ~~right~~excess ~~to redeem their shares for cash at the time~~ of ~~our~~15% initial business combination in conjunction with a stockholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of ~~these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we do not complete~~ our ~~initial~~shares ~~business combination within the required time period, our public stockholders may receive only their pro rata portion~~ of ~~the~~common ~~funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless~~stock. See “If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.15 per share” and other risk factors herein.

32If 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, individually or 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 our public shares. Your inability to redeem more than an aggregate of 15% of our public shares will reduce your influence over our ability to consummate our initial business combination, and you could suffer a material loss on your investment in us if you sell such excess shares in open market transactions. As a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, you would be required to sell your shares in open market transaction, potentially at a loss.

If we ~~seek stockholder approval of~~ our ~~initial~~available ~~business combination and we do not conduct redemptions pursuant to the tender offer~~cash ~~rules,~~resources ~~and if you or a “group” of stockholders~~ are ~~deemed~~insufficient to ~~hold~~allow inus ~~excess~~to ofoperate ~~15%~~for ofat ~~our~~least ~~shares~~the ofnext ~~common stock~~6 months, ~~you will~~we ~~lose~~may ~~the~~be ~~ability~~unable to ~~redeem~~complete ~~all such shares in excess of 15% of~~ our ~~shares~~initial ~~of common stock~~business combination.

IfThe wefunds ~~seek~~available ~~stockholder~~to ~~approval~~us outside of ~~our~~the ~~initial~~trust ~~business~~account ~~combination~~may ~~and we do~~ not ~~conduct~~be ~~redemptions~~sufficient into ~~connection~~allow ~~with~~us ~~our~~to ~~initial business~~operate ~~combination~~for ~~pursuant~~at toleast the ~~tender~~next ~~offer rules~~6 months, assuming that our ~~amended~~initial ~~and~~business ~~restated~~combination ~~certificate~~is ofnot ~~incorporation~~consummated ~~provides~~during that ~~a public~~time. ~~stockholder,~~Of ~~individually~~the orfunds ~~together~~available ~~with~~to ~~any~~us, ~~affiliate~~we ofcould ~~such~~use ~~stockholder or any other person with whom such stockholder is acting in concert or as~~ a ~~“group”~~portion ~~(as defined under Section 13~~ of the ~~Exchange Act), will be restricted from~~ ~~seeking~~funds ~~redemption~~available ~~rights~~to ~~with~~us ~~respect~~ to ~~more~~pay ~~than~~fees anto ~~aggregate~~consultants ~~of 15% of our public shares. Your inability~~ to ~~redeem~~assist ~~more~~us ~~than an~~with ~~aggregate of 15% of~~ our ~~public~~search ~~shares~~for ~~will~~a ~~reduce~~target ~~your influence over our ability to consummate our initial~~ business. ~~combination, and~~We ~~you~~ could ~~suffer~~also use a ~~material~~portion ~~loss~~of onthe funds ~~your~~as ~~investment in us if you sell such excess shares in open market transactions. As~~ a ~~result,~~ ~~you~~down ~~will~~payment ~~continue~~or to ~~hold~~fund ~~that~~a “no-shop” provision ~~number~~(a ofprovision ~~shares exceeding 15% and,~~ in ~~order~~letters ~~to dispose~~ of ~~such~~intent ~~shares,~~designed ~~you~~to ~~would~~keep ~~be required~~target tobusinesses ~~sell~~from ~~your~~“shopping” ~~shares in open market transaction, potentially at a loss~~around).

If Subsequent to our ~~available~~completion ~~cash~~of ~~resources~~our ~~are~~initial business ~~insufficient~~combination, towe ~~allow~~may usbe required to ~~operate~~take ~~for~~write-downs ator ~~least~~write-offs, ~~the~~restructuring ~~next~~and ~~18 months~~impairment or other charges that could have a significant negative effect on our financial condition, weresults ~~may~~of beoperations ~~unable~~and ~~to complete~~price of our ~~initial~~securities, ~~business~~which ~~combination~~could cause you to lose some or all of your investment.

~~The~~Even if we conduct due diligence ~~funds~~on ~~available~~a target business with which we combine, we cannot assure you that this diligence will surface all material issues with a particular target business, that it would be possible to usuncover all material issues through a customary amount of due diligence, or that factors outside of the ~~trust~~target ~~account~~business ~~may~~and outside of our control will not belater ~~sufficient~~arise. toAs ~~allow~~a usresult of these factors, we may be forced to ~~operate~~later ~~for~~write-down ator ~~least~~write-off ~~the~~assets, ~~next~~restructure ~~18 months~~our operations, ~~assuming~~ or incur impairment or other charges that could result in our ~~initial~~reporting ~~business~~losses. ~~combination~~Even isif our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not ~~consummated~~consistent ~~during~~with ~~that~~our ~~time~~preliminary risk analysis. OfEven ~~the~~though ~~funds~~these ~~available~~charges tomay usbe non-cash Items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could ~~use~~contribute to negative amarket ~~portion~~perceptions about us or our securities. In addition, charges of ~~the~~this ~~funds~~nature ~~available~~may tocause us to ~~pay~~violate ~~fees~~net toworth ~~consultants~~or other covenants to ~~assist~~which uswe ~~with~~may ~~our~~be ~~search~~subject ~~for~~as a result of assuming pre-existing debt held by a target business. Weor ~~could~~by virtue of our obtaining post-combination ~~also~~debt ~~use~~financing. Accordingly, any stockholders or warrant holder who choose to remain a ~~portion~~stockholder ofor warrant holder, respectively, following the ~~funds~~business ascombination could suffer a ~~down~~reduction ~~payment~~in orthe value of their securities. Such stockholders and warrant holders are unlikely to ~~fund~~have a ~~“no-shop” provision~~ (aremedy ~~provision~~for such reduction in ~~letters~~value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of ~~intent~~a ~~designed~~duty of care or other fiduciary duty owed to ~~keep~~them, ~~target~~or ~~businesses~~if ~~from~~they ~~“shopping”~~are ~~around)~~able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and price of our securities, which could cause you to lose some or all of your investment. 34

~~Even if~~If wethird ~~conduct~~parties ~~due~~bring ~~diligence~~claims ~~on a target business with which we combine, we cannot assure you that this diligence will surface~~against ~~all material issues with a particular target business~~us, ~~that~~the itproceeds ~~would~~held bein ~~possible to uncover all material issues through a customary amount of due diligence, or that factors outside of~~ the ~~target~~trust ~~business~~account and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be ~~non-cash~~reduced ~~Items~~ and ~~not have an immediate impact on our liquidity,~~ the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming preper-~~existing~~share ~~debt~~redemption ~~held by~~amount areceived ~~target business or~~ by ~~virtue of our obtaining post-combination debt financing. Accordingly, any~~ stockholders ormay ~~warrant holder~~be ~~who~~less ~~choose~~than ~~to remain a stockholder or warrant holder, respectively, following the business combination could suffer a reduction in the value of their securities~~$10.15 ~~Such~~per stockholders and warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omissionshare.

33Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Making such a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

IfExamples of possible instances where we may engage a third-party ~~parties~~that ~~bring~~refuses ~~claims~~to ~~against~~execute ~~us,~~a waiver include the ~~proceeds~~engagement ~~held~~of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account ~~could~~for any reason. Upon redemption of our public shares, if we have not completed an initial business combination within the completion window, or upon the exercise of a redemption right in connection with our initial business combination, we will be ~~reduced~~required ~~and~~to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders ~~may~~could be less than the $10.15 per public share. initially held in the trust account, due to claims of such creditors.

~~Our placing~~Pursuant ofto ~~funds~~the inletter agreement the ~~trust~~form ~~account~~of ~~may~~which ~~not~~is ~~protect~~filed ~~those~~as ~~funds~~an ~~from~~exhibit ~~third-party~~hereto, ~~claims~~our ~~against~~sponsor ~~us.~~has ~~Although~~agreed wethat it will ~~seek~~be liable to ~~have~~ ~~all~~us ~~vendors,~~if ~~service~~and ~~providers~~to the extent any claims by a third party (other than our independent registered public accounting firm), ~~prospective~~for ~~target~~services ~~businesses~~rendered or products sold to us, or ~~and~~a ~~other~~prospective ~~entities~~target business with which we dohave ~~business~~discussed ~~execute~~entering ~~agreements~~into ~~with~~a ustransaction ~~waiving~~agreement, ~~any~~reduce ~~right,~~the ~~title,~~amounts ~~interest~~in orthe ~~claim~~trust account to below the lesser of ~~any~~(i) ~~kind in~~$10.15 orper topublic ~~any~~share ~~monies~~and (ii) the actual amount per share held in the trust account ~~for~~as of the ~~benefit~~date of ~~our~~the ~~public~~liquidation ~~stockholders,~~of ~~such~~the ~~parties~~trust ~~may~~account ~~not~~if ~~execute~~less ~~such~~than ~~agreements, or~~$10.15 ~~even~~per ifshare ~~they~~due ~~execute~~to ~~such~~reductions ~~agreements,~~in ~~they~~the ~~may~~value ~~not~~of bethe ~~prevented~~trust ~~from~~assets, in ~~bringing~~each ~~claims~~case ~~against~~net of the ~~trust~~interest ~~account,~~that ~~including, but~~may ~~not~~be ~~limited~~withdrawn to pay our taxes, ~~fraudulent~~if ~~inducement~~any, ~~breach~~provided ofthat ~~fiduciary~~such ~~responsibility~~liability orwill ~~other~~not ~~similar~~apply to any claims, asby ~~well~~a asthird ~~claims~~party ~~challenging the~~or ~~enforceability~~prospective oftarget ~~the~~business that executed a waiver, inof ~~each~~any ~~case~~and inall ~~order~~rights to ~~gain~~seek ~~advantage~~access ~~with~~to ~~respect~~the trust account nor will it apply to aany ~~claim~~claims ~~against~~under our ~~assets,~~indemnity ~~including~~of the underwriter of our initial public offering against certain liabilities, including liabilities under the ~~funds~~Securities ~~held~~Act. Moreover, in the ~~trust~~event ~~account.~~that Ifan ~~any~~executed waiver is deemed to be unenforceable against a third party, ~~refuses~~our sponsor will not be responsible to ~~execute~~the anextent ~~agreement~~of ~~waiving~~any liability for such third-party claims. toHowever, ~~the~~we ~~monies held~~have innot ~~the~~asked ~~trust~~our ~~account~~sponsor to reserve for such indemnification obligations, ~~our~~nor ~~management~~have ~~will~~we ~~perform~~independently anverified ~~analysis~~whether ofour ~~the~~sponsor ~~alternatives~~has sufficient ~~available~~funds to itsatisfy its indemnity obligations and ~~will~~believe that our sponsor’ only ~~enter~~assets ~~into~~are ansecurities of our company. ~~agreement~~Therefore, ~~with~~we acannot ~~third~~assure ~~party~~you that ~~has~~our ~~not~~sponsor ~~executed~~would be able to satisfy those obligations. As a ~~waiver~~result, if ~~management~~any ~~believes~~such ~~that~~claims ~~such~~were successfully ~~third~~made ~~party’s~~against ~~engagement~~the ~~would~~trust ~~be significantly~~account, ~~more~~the ~~beneficial~~funds available for our initial business combination and redemptions could be reduced to usless than ~~any~~$10.15 ~~alternative~~per public share. ~~Making~~In such aevent, ~~request~~we ofmay ~~potential~~not ~~target~~be ~~businesses~~able ~~may~~to ~~make~~complete our ~~acquisition~~initial business combination, and ~~proposal~~you ~~less~~would ~~attractive~~receive tosuch ~~them~~lesser ~~and,~~amount toper ~~the~~share ~~extent~~in ~~prospective~~connection ~~target~~with ~~businesses~~any ~~refuse~~redemption toof ~~execute~~your ~~such~~public ashares. ~~waiver,~~None itof ~~may~~our ~~limit~~officers or ~~the~~directors ~~field~~will ofindemnify ~~potential~~us ~~target~~for ~~businesses~~claims ~~that~~by wethird ~~might~~parties ~~pursue~~including, without limitation, claims by vendors and prospective target businesses.

Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed an initial business combination within the completion window, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.15 per public share initially held in the trust account, due to claims of such creditors.35

~~Pursuant to~~We the letter agreement the form of which is filed as an exhibit hereto, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.15 per share due to reductions in the value of the trust assets, in each case net of the interest that may ~~be withdrawn to pay our taxes, if any, provided that such liability will~~ not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have ~~not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has~~ sufficient funds to satisfy ~~its indemnity obligations and believe that our sponsor’~~ ~~only~~indemnification ~~assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such~~ claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.15 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of ~~your public shares. None of~~ our ~~officers or~~ directors ~~will indemnify us for claims by third parties including, without limitation, claims by vendors~~ and ~~prospective~~executive ~~target businesses~~officers.

34We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we complete an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We may ~~not~~issue ~~have~~our ~~sufficient~~shares ~~funds~~ to ~~satisfy~~investors in ~~indemnification~~connection ~~claims~~with our initial business combination at a price that is less than the prevailing market price of our ~~directors~~shares ~~and~~at ~~executive officers~~that time.

~~We have~~In ~~agreed~~connection towith ~~indemnify~~ our initial ~~officers~~business ~~and~~combination, ~~directors~~we tomay ~~the~~issue ~~fullest~~shares ~~extent~~to ~~permitted~~investors byin ~~law.~~private ~~However,~~placement ~~our~~transactions ~~officers~~(so-called ~~and~~PIPE ~~directors have~~transactions) ~~agreed~~at toa price ~~waive any right, title, interest or claim~~ of ~~any~~$10.15 ~~kind~~per inshare or towhich ~~any~~approximates ~~monies in~~ the ~~trust~~per-share ~~account~~amounts ~~and~~in toour ~~not seek recourse against the~~ trust account ~~for~~at ~~any~~such ~~reason~~time, ~~whatsoever~~which ~~(except~~is ~~to the extent they are entitled to funds from the trust account~~generally ~~due~~approximately to$10.15 ~~their~~or ~~ownership of public shares)~~less. ~~Accordingly,~~The ~~any~~purpose ~~indemnification~~of ~~provided~~such issuances will be ~~able~~ to beenable ~~satisfied by~~ us ~~only~~to ~~if (i)~~provide ~~we have~~ sufficient ~~funds~~liquidity ~~outside~~to of the ~~trust account or (ii) we complete an initial~~ post-business combination. ~~Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty~~entity. ~~These~~The ~~provisions~~price ~~also may have the effect~~ of ~~reducing~~ the ~~likelihood~~shares ofwe ~~derivative~~issue ~~litigation against~~may ~~our~~therefore ~~officers~~be ~~and directors~~less, ~~even~~and ~~though~~potentially ~~such~~significantly ~~an action~~less, ifthan ~~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~~market ~~against~~price for our ~~officers~~shares ~~and~~at ~~directors~~such ~~pursuant to these indemnification provisions~~time.

~~We may~~If, ~~issue~~after ~~our~~we ~~shares~~distribute tothe ~~investors~~ proceeds in ~~connection~~the ~~with~~trust account to our ~~initial~~public ~~business~~stockholders, ~~combination~~we atfile a ~~price~~bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is ~~less~~not ~~than~~dismissed, ~~the~~a ~~prevailing~~bankruptcy or insolvency court may seek to recover such proceeds, and the ~~market~~members ~~price~~of our board of directors may be viewed as having breached their fiduciary duties to our ~~shares~~creditors, atthereby ~~that~~exposing ~~time~~the members of our board of directors and us to claims of punitive damages.

InIf, after we distribute ~~connection~~the ~~with~~proceeds ~~our~~in ~~initial~~the ~~business~~trust ~~combination~~account to our public stockholders, we ~~may~~file ~~issue~~a ~~shares~~bankruptcy toor ~~investors~~winding-up inpetition ~~private~~or ~~placement~~an ~~transactions~~involuntary ~~(so-called~~bankruptcy ~~PIPE~~or ~~transactions)~~winding-up atpetition ais ~~price~~filed ofagainst ~~$10.15~~us ~~per~~that ~~share~~is ornot ~~which~~dismissed, ~~approximates~~any ~~the~~distributions ~~per-share~~received ~~amounts~~by instockholders ~~our~~could ~~trust~~be ~~account~~viewed atunder applicable ~~such~~debtor/creditor ~~time, which~~and/or isbankruptcy ~~generally~~or ~~approximately~~insolvency ~~$10~~laws as either a “preferential transfer” or a “fraudulent conveyance.~~15.~~” ~~The~~As ~~purpose~~a ofresult, ~~such~~a ~~issuances~~bankruptcy ~~will~~or beinsolvency tocourt ~~enable~~could usseek to ~~provide~~recover ~~sufficient~~some ~~liquidity~~or ~~to the~~all ~~post-business~~amounts ~~combination~~received ~~entity~~by our stockholders. In ~~The~~addition, ~~price~~our board of ~~the~~directors ~~shares~~may webe ~~issue~~viewed ~~may~~as ~~therefore~~having bebreached ~~less~~its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and ~~potentially~~us ~~significantly~~to ~~less~~claims of punitive damages, ~~than~~ by paying public stockholders from the ~~market~~trust ~~price~~account ~~for~~prior to ~~our~~addressing ~~shares~~the atclaims ~~such~~of ~~time~~creditors.

If, ~~after~~ webefore ~~distribute~~ distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, ~~any~~the ~~distributions~~proceeds ~~received~~held byin ~~stockholders could~~the betrust ~~viewed~~account ~~under~~could ~~applicable~~be ~~debtor/creditor~~subject ~~and/or~~to applicable bankruptcy or insolvency ~~laws~~law, asand ~~either~~may abe ~~“preferential~~included ~~transfer” or~~in aour ~~“fraudulent conveyance.” As a result, a~~ bankruptcy orestate ~~insolvency~~and ~~court~~subject ~~could~~to ~~seek~~the toclaims ~~recover~~of ~~some~~third orparties ~~all~~with ~~amounts~~priority ~~received~~over bythe claims of our stockholders. InTo ~~addition,~~the ~~our~~extent ~~board~~any ofbankruptcy ~~directors~~claims ~~may~~deplete bethe ~~viewed~~trust asaccount, ~~having~~the ~~breached~~per-share ~~its~~amount ~~fiduciary~~that ~~duty to our creditors~~would ~~and/or~~otherwise ~~having~~be ~~acted~~received ~~in bad faith, thereby exposing itself and us to claims of punitive damages,~~ by ~~paying~~our ~~public~~ stockholders ~~from~~ ~~the~~in ~~trust~~connection ~~account~~with ~~prior~~our toliquidation ~~addressing~~may ~~the~~be ~~claims of creditors~~reduced.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. 36

~~If,~~Our executive ~~before~~officers ~~distributing~~and ~~the~~directors ~~proceeds~~will inallocate ~~the~~their ~~trust~~time ~~account~~ to ~~our~~other ~~public~~businesses ~~stockholders,~~thereby wecausing ~~file~~conflicts aof ~~bankruptcy~~interest ~~or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held~~ in ~~the~~their ~~trust~~determination ~~account~~as ~~could be subject~~ to ~~applicable~~how ~~bankruptcy~~much ortime ~~insolvency~~to ~~law,~~devote ~~and~~to ~~may be included in~~ our ~~bankruptcy~~affairs. ~~estate~~This ~~and~~conflict ~~subject to the claims~~ of ~~third~~interest ~~parties~~could ~~with~~have ~~priority~~a ~~over~~negative ~~the~~impact ~~claims~~on of our ~~stockholders.~~ability Toto ~~the extent any bankruptcy claims deplete~~identify ~~the~~and ~~trust~~pursue ~~account,~~business ~~the~~combination ~~per-share~~opportunities ~~amount~~or ~~that~~to ~~would~~complete ~~otherwise be received by~~ our ~~stockholders~~initial inbusiness ~~connection with our liquidation may be reduced~~combination.

35Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact on our ability to identify and pursue business combination opportunities or to complete our initial business combination.

Our ~~executive~~ officers and directors ~~will~~presently ~~allocate~~have, ~~their~~and ~~time~~any toof ~~other~~them ~~businesses~~in ~~thereby~~the ~~causing~~future ~~conflicts~~may ofhave ~~interest~~additional, infiduciary ~~their~~or ~~determination as~~contractual toobligations ~~how much time~~ to ~~devote~~other entities toand, ~~our~~accordingly, ~~affairs.~~may ~~This~~have ~~conflict~~conflicts of interest ~~could~~in ~~have~~determining ato ~~negative~~which ~~impact~~entity ona ~~our~~particular ~~ability~~business toopportunity ~~identify~~should ~~and~~be ~~pursue business combination opportunities or to complete our initial business combination~~presented.

~~Our~~Until ~~executive~~we ~~officers~~consummate ~~and~~our ~~directors~~initial ~~are~~business ~~not required to~~combination, ~~and~~we ~~will~~intend ~~not,~~to ~~commit~~engage ~~their~~in ~~full~~the ~~time~~business toof ~~our~~identifying ~~affairs,~~and ~~which~~combining ~~may~~with ~~result~~one inor more abusinesses. ~~conflict~~Each of ~~interest~~our inofficers ~~allocating~~and ~~their~~directors ~~time~~presently ~~between~~has, ~~our~~and ~~operations~~any ~~and~~of ~~our~~them ~~search~~in ~~for~~the afuture ~~business~~may ~~combination~~have, ~~and~~additional ~~their~~fiduciary ~~other~~or contractual ~~businesses.~~obligations Weto doother ~~not~~entities ~~intend~~pursuant to ~~have~~which ~~any~~such ~~full-time~~officer ~~employees~~or ~~prior~~director tois ~~the~~or ~~completion~~will ofbe ~~our~~required ~~initial~~to present a business combination opportunity to such entity. ~~Each of~~Accordingly, ~~our~~they ~~executive~~may ~~officers~~have isconflicts ~~engaged~~of interest in ~~several~~determining ~~other~~to which entity a particular business opportunity ~~endeavors~~should ~~for~~be ~~which~~presented. heThese conflicts may not be ~~entitled~~resolved toin ~~substantial~~our ~~compensation,~~ favor and ~~our~~a ~~executive~~potential ~~officers~~target ~~are~~business ~~not~~may ~~obligated~~be presented to ~~contribute~~another ~~any~~entity ~~specific~~prior ~~number~~to ofits ~~hours~~presentation ~~per week~~ to ~~our affairs~~us. Our ~~independent directors~~amended ~~also~~and ~~serve~~restated ascertificate ~~officers~~of ~~and~~incorporation ~~board~~provides ~~members~~that ~~for~~we ~~other~~renounce our ~~entities.~~interest Ifin ~~our~~any ~~executive~~corporate ~~officers’~~opportunity ~~and~~offered ~~directors’~~to ~~other~~any ~~business affairs~~director ~~require~~or ~~them~~officer tounless ~~devote~~such ~~substantial~~opportunity ~~amounts~~is ofexpressly ~~time~~offered to such person ~~affairs~~solely in ~~excess~~his or her capacity as a director or officer of ~~their~~the ~~current~~company ~~commitment~~and ~~levels,~~such itopportunity ~~could limit~~is ~~their~~one ~~ability~~we toare ~~devote~~legally ~~time~~and contractually permitted to ~~our~~undertake ~~affairs,~~and ~~which~~would ~~may~~otherwise ~~have~~be areasonable ~~negative~~for ~~impact~~us onto ~~our~~pursue, ~~ability~~and to ~~identify~~the ~~and~~extent ~~pursue~~the ~~business~~director or officer is permitted ~~combination~~to ~~opportunities~~refer orthat opportunity to ~~complete~~us ~~our~~without ~~initial~~violating ~~business~~another ~~combination~~legal obligation.

Our executive officers, ~~and~~ directors, ~~presently~~security ~~have,~~holders and ~~any~~their ofrespective ~~them~~affiliates ~~in the future~~ may have ~~additional,~~competitive ~~fiduciary~~pecuniary orinterests ~~contractual~~that ~~obligations to~~conflict ~~other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity~~with ~~should~~our ~~be presented~~interests.

~~Until~~We wehave ~~consummate~~not ~~our~~adopted ~~initial~~a ~~business~~policy ~~combination,~~that weexpressly ~~intend~~prohibits toour ~~engage~~directors, inexecutive ~~the~~officers, ~~business~~security ofholders ~~identifying~~or ~~and~~affiliates ~~combining~~from ~~with~~having a ~~one~~direct or ~~more~~indirect ~~businesses. Each~~pecuniary ofor ~~our~~financial ~~officers~~interest ~~and~~in ~~directors presently has, and~~ any ofinvestment ~~them~~to inbe ~~the~~acquired ~~future~~or ~~may~~disposed ~~have,~~of ~~additional~~by ~~fiduciary~~us or ~~contractual~~in ~~obligations~~any transaction to ~~other~~which ~~entities~~we ~~pursuant~~are toa ~~which~~party ~~such officer~~ or ~~director~~have isan orinterest. ~~will~~In befact, ~~required~~we tomay ~~present~~enter into a business combination ~~opportunity~~with toa ~~such~~target business that is affiliated ~~entity.~~with ~~Accordingly~~our sponsor, ~~they~~our ~~may~~directors ~~have~~or ~~conflicts~~executive ofofficers, ~~interest~~although inwe ~~determining~~do not intend to ~~which~~do ~~entity~~so. aNor ~~particular~~do ~~business~~we ~~opportunity~~have ~~should~~a bepolicy ~~presented.~~that expressly ~~These~~prohibits ~~conflicts~~any ~~may~~such ~~not~~persons befrom ~~resolved~~engaging for their own account in ~~our~~business ~~favor~~activities ~~and~~of athe ~~potential~~types ~~target~~conducted ~~business~~by ~~may~~us. beAccordingly, such ~~presented~~persons toor ~~another~~entities ~~entity~~may ~~prior~~have toa ~~its~~conflict ~~presentation to~~between ustheir interests and ours. ~~Our~~In addition, 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 ~~the~~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.

~~Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.~~37

WeThe ~~have~~personal ~~not~~and ~~adopted~~financial ainterests ~~policy~~of ~~that expressly prohibits~~ our directors, ~~executive~~and officers, ~~security~~may ~~holders~~influence ortheir ~~affiliates~~motivation ~~from having a direct or indirect pecuniary or financial interest~~ in ~~any~~timely ~~investment~~identifying toand ~~be acquired or disposed of by us or in any transaction to which we are~~selecting a ~~party~~target orbusiness ~~have~~and ancompleting ~~interest. In fact, we may enter into~~ a business combination. ~~with~~Consequently, ~~a target business that is affiliated with~~ our ~~sponsor, our~~ directors’ orand ~~executive~~ officers,’ ~~although~~discretion wein doidentifying and ~~not~~selecting ~~intend to do so. Nor do we have~~ a ~~policy~~suitable ~~that~~target ~~expressly~~business ~~prohibits~~may ~~any~~result ~~such persons from engaging for their own account~~ in ~~business~~a ~~activities~~conflict of ~~the~~interest ~~types~~when ~~conducted~~determining bywhether ~~us.~~the ~~Accordingly~~terms, ~~such~~conditions ~~persons~~and timing orof ~~entities may have~~ a ~~conflict~~particular ~~between~~business ~~their~~combination ~~interests~~are appropriate and ~~ours.~~in ~~In addition,~~ our ~~amended~~stockholders’ ~~and~~best ~~restated~~interest. ~~certificate~~If ofthis ~~incorporation~~were ~~provides~~the ~~that we renounce~~case, ~~our~~it ~~interest~~would inbe ~~any~~a ~~corporate~~breach ~~opportunity~~of ~~offered~~their tofiduciary ~~any~~duties ~~director or officer unless such opportunity is expressly offered~~ to ~~such~~us ~~person solely in his or her capacity~~ as a ~~director~~matter ~~or officer~~ of ~~our~~Delaware ~~company~~law and ~~such~~we ~~opportunity~~or isour ~~one~~stockholders wemight ~~are~~have ~~legally~~a ~~and contractually permitted~~claim toagainst ~~undertake~~such ~~and~~individuals ~~would~~for ~~otherwise~~infringing beon ~~reasonable~~our ~~for~~stockholders’ usrights. ~~to pursue~~However, ~~and~~we tomight ~~the~~not ~~extent~~ultimately ~~the~~be ~~director~~successful orin ~~officer is permitted to refer that~~any ~~opportunity~~claim towe usmay ~~without~~make ~~violating~~against ~~another~~them ~~legal~~for ~~obligation~~such reason.

36We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest.

~~The~~In ~~personal~~light ~~and~~of ~~financial~~the ~~interests~~involvement of our ~~directors~~sponsor, ~~and~~executive officers ~~may~~and ~~influence~~directors ~~their~~with ~~motivation~~other inentities, ~~timely~~we ~~identifying~~may ~~and~~decide ~~selecting a~~to ~~target~~acquire ~~business~~one ~~and~~or more ~~completing~~businesses aaffiliated ~~business~~with ~~combination.~~our ~~Consequently~~sponsor, ~~our~~executive officers, directors’ ~~and~~or ~~officers’~~existing ~~discretion~~holders. inOur ~~identifying~~directors also serve as officers and ~~selecting~~board amembers ~~suitable~~for ~~target~~other ~~business~~entities, ~~may~~including, ~~result~~without inlimitation, athose ~~conflict~~described under “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of ~~interest~~Interest.” ~~when~~Such ~~determining~~entities ~~whether~~may ~~the~~compete ~~terms~~with us for business combination opportunities. Our sponsor, ~~conditions~~officers and ~~timing~~ directors are not currently aware of aany ~~particular~~specific opportunities for us to complete our initial business combination with any entities with which they are ~~appropriate~~affiliated, and inthere ~~our~~have ~~stockholders’~~been ~~best~~no ~~interest~~substantive discussions concerning a business combination with any such entity or entities. IfAlthough ~~this~~we ~~were~~will ~~the~~not ~~case~~be specifically focusing on, itor targeting, any transaction with any affiliated entities, we would bepursue such a ~~breach~~transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of ~~their~~our ~~fiduciary~~independent ~~duties~~and disinterested directors. Despite our agreement to usobtain asan opinion from an independent investment banking firm that is a ~~matter~~member of ~~Delaware~~FINRA ~~law~~or ~~and~~an weindependent valuation or accounting firm regarding the fairness to our ~~stockholders~~company ~~might~~from ~~have~~a financial point of view of a ~~claim~~business ~~against~~combination with one or more ~~such~~domestic ~~individuals~~or ~~for~~international ~~infringing~~businesses onaffiliated with our ~~stockholders’~~sponsor, ~~rights.~~executive ~~However~~officers, wedirectors ~~might~~or ~~not~~existing ~~ultimately~~holders, bepotential conflicts ~~successful~~of ininterest ~~any~~still ~~claim~~may weexist and, as a result, the terms of the business combination may not be as advantageous to our ~~make~~public ~~against~~stockholders ~~them~~as ~~for~~they ~~such~~would ~~reason~~be absent any conflicts of interest.

WeBecause we are neither limited to evaluating ~~may~~a ~~engage~~target business in a ~~business~~particular ~~combination~~industry ~~with~~sector ~~one~~nor orhave ~~more~~we ~~target~~selected ~~businesses~~any ~~that~~specific ~~have~~target ~~relationships~~businesses with ~~entities~~which ~~that~~to ~~may~~pursue ~~be affiliated~~our ~~with~~initial ~~our~~business ~~sponsor~~combination, ~~executive~~you ~~officers,~~will ~~directors~~be orunable ~~existing~~to ~~holders~~ascertain ~~which~~the ~~may~~merits ~~raise~~or ~~potential~~risks ~~conflicts~~ of ~~interest~~any particular target business’s operations.

InWe may pursue business combination ~~light~~opportunities ofin ~~the~~any ~~involvement~~sector, ofexcept that we will not, under our ~~sponsor~~certificate of incorporation, ~~executive~~be ~~officers~~permitted ~~and~~to ~~directors~~effectuate our initial business combination with ~~other~~another ~~entities,~~blank wecheck ~~may~~company ~~decide~~or tosimilar ~~acquire~~company ~~one~~with ornominal ~~more~~operations. Because we have not yet selected ~~businesses~~any ~~affiliated~~specific target business with ~~our~~respect ~~sponsor,~~to ~~executive~~a ~~officers~~business combination, ~~directors~~there oris ~~existing~~no ~~holders.~~basis ~~Our~~to ~~directors~~evaluate ~~also~~the ~~serve~~possible asmerits ~~officers~~or ~~and~~risks ~~board~~of ~~members~~any ~~for~~particular ~~other~~target ~~entities~~business’s operations, ~~including~~results of operations, ~~without~~cash ~~limitation~~flows, ~~those~~liquidity, ~~described~~financial ~~under~~condition ~~“Item~~or 10prospects. To ~~Directors,~~the ~~Executive~~extent ~~Officers and~~we ~~Corporate~~complete ~~Governance—Conflicts~~our ofinitial ~~Interest.”~~business ~~Such~~combination, ~~entities~~we may ~~compete~~be ~~with~~affected usby ~~for~~numerous risks inherent in the business ~~combination~~operations ~~opportunities~~with which we combine. ~~Our~~For ~~sponsor~~example, ~~officers~~if ~~and~~we ~~directors~~combine ~~are~~with ~~not~~a ~~currently~~financially ~~aware~~unstable ofbusiness ~~any~~or ~~specific~~an ~~opportunities~~entity ~~for~~lacking usan toestablished ~~complete our~~record ~~initial~~of ~~business~~sales ~~combination~~or ~~with~~earnings, ~~any~~we ~~entities~~may ~~with~~be ~~which~~affected ~~they~~by ~~are~~the ~~affiliated,~~risks ~~and~~inherent ~~there~~in ~~have~~the ~~been~~business noand ~~substantive~~operations ~~discussions concerning~~of a ~~business~~financially ~~combination~~unstable ~~with~~or ~~any~~a ~~such~~development stage entity ~~or entities~~. Although weour officers and directors will ~~not~~endeavor beto ~~specifically~~evaluate ~~focusing~~the ~~on,~~risks orinherent ~~targeting~~in a particular target business, ~~any~~we ~~transaction~~cannot ~~with~~assure ~~any~~you ~~affiliated~~that ~~entities,~~ we ~~would~~will ~~pursue~~properly ~~such~~ascertain aor ~~transaction~~assess ifall weof ~~determined~~the significant risk factors or that ~~such~~we ~~affiliated~~will ~~entity~~have ~~met~~adequate ~~our~~time ~~criteria~~to ~~for~~complete adue ~~business~~diligence. ~~combination~~Furthermore, ~~and~~some ~~such~~of ~~transaction~~these ~~was~~risks ~~approved~~may bybe aoutside ~~majority~~ of our ~~independent~~control and ~~disinterested~~leave us with no ability to ~~directors~~control or reduce the chances that those risks will adversely impact a target business. ~~Despite~~We also cannot assure you that an investment in our ~~agreement~~securities will ultimately prove to ~~obtain~~be anmore ~~opinion~~favorable ~~from~~to aninvestors ~~independent~~than a direct investment, ~~banking~~if ~~firm~~such ~~that~~opportunity iswere available, in a ~~member~~business ofcombination ~~FINRA~~target. orAccordingly, ~~an independent~~any ~~valuation~~stockholder or ~~accounting~~warrant ~~firm~~holder ~~regarding~~who ~~the~~chooses ~~fairness~~ to remain a stockholder or warrant holder, respectively, following our ~~company~~initial ~~from~~business combination could suffer a ~~financial~~reduction ~~point~~in ofthe ~~view~~value of atheir ~~business~~securities. Such ~~combination~~stockholders ~~with~~or ~~one~~warrant orholders ~~more~~are ~~domestic~~unlikely orto ~~international~~have ~~businesses~~a ~~affiliated~~remedy ~~with~~for ~~our~~such ~~sponsor,~~reduction ~~executive~~in ~~officers,~~value ~~directors~~unless orthey are able to successfully ~~existing~~claim ~~holders,~~that ~~potential~~the ~~conflicts~~reduction was due to the breach by our officers or directors of ~~interest~~a ~~still~~duty ~~may~~of ~~exist~~care ~~and~~or other fiduciary duty owed to them, or asif they are able to successfully bring a ~~result,~~private ~~the~~claim ~~terms~~under ofsecurities laws that the ~~business~~proxy ~~combination~~solicitation ~~may~~or ~~not~~tender beoffer materials, as ~~advantageous~~applicable, relating to ~~our~~the ~~public~~business ~~stockholders~~combination ascontained ~~they~~an ~~would~~actionable bematerial ~~absent~~misstatement ~~any~~or ~~conflicts~~material ~~of interest~~omission.

Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations. 38

We may ~~pursue~~seek ~~business~~acquisition ~~combination~~ opportunities in ~~any~~industries ~~sector, except that we will not, under our certificate of incorporation, be permitted to effectuate our initial business combination with another blank check company~~ or ~~similar~~sectors company with nominal operations. Because we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which ~~we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we~~ may ~~be affected by the risks inherent in the business and operations of a financially unstable~~ or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may not be outside of our ~~control~~management’s ~~and~~area leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of ~~their securities~~expertise. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

37We will consider a business combination outside of our management’s area of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors in our initial public offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report on Form 10-K regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.

WeAlthough we have identified general criteria ~~may~~and ~~seek~~guidelines ~~acquisition~~that ~~opportunities~~we believe are important in ~~industries~~evaluating orprospective ~~sectors~~target ~~which~~businesses and our strategy will be to identify, acquire and build a company in our target investment area, we may orenter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not behave ~~outside~~attributes ofentirely consistent with our ~~management’s~~general ~~area~~criteria ofand ~~expertise~~guidelines.

WeAlthough ~~will~~we ~~consider~~have ~~a business combination~~identified ~~outside~~general ofcriteria ~~our~~and ~~management’s~~guidelines ~~area~~for ofevaluating ~~expertise~~prospective iftarget abusinesses ~~business~~and ~~combination~~our ~~candidate~~strategy iswill ~~presented~~be to usidentify, acquire and build wea ~~determine~~company ~~that~~in ~~such candidate~~our ~~offers~~target aninvestment ~~attractive~~area, ~~acquisition~~it ~~opportunity~~is ~~for~~possible ~~our~~that ~~company.~~a ~~Although~~target ~~our~~business ~~management~~with ~~will~~which ~~endeavor~~we toenter ~~evaluate~~into ~~the~~our ~~risks~~initial ~~inherent~~business incombination ~~any~~will ~~particular~~not ~~business~~have ~~combination~~attributes ~~candidate,~~consistent wewith ~~cannot~~our ~~assure~~general ~~you~~criteria ~~that~~and weguidelines. ~~will~~If ~~adequately~~we ~~ascertain~~complete orour ~~assess~~initial ~~all~~business ofcombination with ~~the~~a ~~significant risk~~target ~~factors.~~that Wedoes ~~also~~not ~~cannot~~meet ~~assure~~some ~~you~~or ~~that~~all anof ~~investment~~these inguidelines, ~~our~~such ~~securities~~combination ~~will~~may not ~~ultimately~~be ~~prove~~as tosuccessful beas ~~less~~a ~~favorable~~combination ~~to investors~~with ina ~~our~~business ~~initial~~that ~~public~~does ~~offering~~meet ~~than~~all aof ~~direct~~our ~~investment,~~general ifcriteria anand ~~opportunity~~guidelines. ~~were~~In ~~available~~addition, inif we announce a prospective business combination with ~~candidate.~~a Intarget ~~the event~~that wedoes ~~elect~~not tomeet ~~pursue~~our angeneral ~~acquisition~~criteria ~~outside~~and ofguidelines, ~~the~~a ~~areas~~greater number of ~~our~~stockholders ~~management’s~~may ~~expertise,~~exercise ~~our~~their ~~management’s~~redemption rights, ~~expertise~~which may ~~not~~ bemake ~~directly~~it ~~applicable~~difficult tofor ~~its~~us ~~evaluation~~to ormeet ~~operation,~~any ~~and~~closing ~~the~~condition ~~information~~with ~~contained~~a intarget ~~Annual~~business ~~Report~~that onrequires ~~Form~~us ~~10-K~~to ~~regarding~~have ~~the~~a ~~areas~~minimum ofnet ~~our~~worth ~~management’s~~or ~~expertise~~a ~~would~~certain ~~not~~amount beof ~~relevant~~cash. toIn anaddition, ~~understanding~~if stockholder approval of the ~~business~~transaction ~~that~~is werequired ~~elect~~by law, or we decide to ~~acquire.~~obtain Asstockholder aapproval ~~result~~for business or other legal reasons, ~~our management~~it may ~~not~~ be ~~able~~more todifficult ~~adequately~~for ~~ascertain~~us orto ~~assess~~attain ~~all~~stockholder approval of ~~the~~our ~~significant~~initial ~~risk~~business ~~factors.~~combination ~~Accordingly,~~if ~~any~~the ~~stockholder~~target orbusiness ~~warrant holder~~does ~~who~~not ~~chooses~~meet toour ~~remain~~general acriteria ~~stockholder~~and orguidelines. ~~warrant~~If ~~holder,~~we ~~respectively,~~do ~~following~~not complete our initial business combination ~~could~~within ~~suffer~~the ~~a reduction~~required intime ~~the~~period, ~~value~~our ofpublic stockholders may only receive their ~~securities.~~pro ~~Such~~rata ~~stockholders~~portion of orthe ~~warrant~~funds ~~holders~~in the trust account that are ~~unlikely~~available for distribution to ~~have~~public astockholders, ~~remedy~~and ~~for~~our ~~such~~warrants ~~reduction~~will inexpire ~~value~~worthless.

~~Although we~~We have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses and our strategy will be to identify, acquire and build a company in our target investment area, we may ~~enter~~seek ~~into~~acquisition ~~our initial business~~opportunities ~~combination~~ with aan ~~target~~early ~~that~~stage ~~does not meet such criteria and guidelines~~company, ~~and as~~ a ~~result,~~financially ~~the~~unstable ~~target~~ business ~~with~~or ~~which~~an ~~we enter~~entity ~~into~~lacking ~~our~~an ~~initial~~established ~~business~~record ~~combination~~of ~~may~~revenue ~~not~~or ~~have attributes entirely consistent with our general criteria and guidelines~~earnings.

~~Although we~~To ~~have~~the ~~identified~~extent ~~general~~we ~~criteria and guidelines for evaluating prospective target businesses and our strategy will be to identify,~~complete ~~acquire and build a company in~~ our ~~target investment area, it is possible that a target business with which we enter into our~~ initial business combination ~~will not have attributes consistent~~ with ~~our~~an ~~general~~early ~~criteria~~stage ~~and~~company, ~~guidelines.~~a Iffinancially weunstable ~~complete our initial~~ business ~~combination~~or ~~with~~an aentity ~~target~~lacking ~~that~~an ~~does~~established record ~~not~~of ~~meet~~sales ~~some~~ or ~~all of these guidelines~~earnings, ~~such~~we ~~combination~~ may ~~not~~ be ~~as successful~~affected asby anumerous ~~combination~~risks ~~with~~inherent ain ~~business~~the ~~that~~operations ~~does meet all~~ of ~~our~~the ~~general~~business ~~criteria~~with ~~and~~which ~~guidelines~~we combine. These Inrisks ~~addition,~~include ifinvesting wein ~~announce~~ a ~~prospective~~ business ~~combination~~without ~~with~~ a ~~target~~proven ~~that~~business ~~does~~model ~~not~~and ~~meet~~with ~~our~~limited ~~general~~historical ~~criteria~~financial ~~and guidelines~~data, ~~a greater number of stockholders~~volatile ~~may~~revenues ~~exercise~~or ~~their redemption rights~~earnings, ~~which~~intense ~~may~~competition ~~make~~and itdifficulties ~~difficult~~in ~~for~~obtaining usand toretaining ~~meet~~key ~~any~~personnel. ~~closing~~Although ~~condition~~our ~~with~~directors ~~a target business~~and ~~that~~officers ~~requires~~will usendeavor to ~~have~~evaluate athe ~~minimum~~risks ~~net~~inherent ~~worth~~in or a ~~certain~~particular ~~amount~~target ~~of cash. In addition~~business, ~~if stockholder approval of the transaction is required by law, or~~ we ~~decide to obtain stockholder approval for business or other legal reasons, it~~ may not be ~~more~~able ~~difficult for us~~ to ~~attain~~properly ~~stockholder~~ascertain or ~~approval~~assess all of ~~our initial business combination if~~ the ~~target~~significant ~~business~~risk ~~does~~factors ~~not meet our general criteria~~ and ~~guidelines. If~~ we domay not ~~complete~~have ~~our~~adequate ~~initial~~time ~~business~~to ~~combination~~complete ~~within~~due ~~the~~diligence. ~~required time period~~Furthermore, ~~our~~some ~~public stockholders~~of ~~may~~these ~~only~~risks ~~receive~~may ~~their~~be ~~pro~~outside ~~rata portion~~ of ~~the~~our ~~funds~~control inand ~~the~~leave ~~trust~~us ~~account~~with ~~that~~no ~~are~~ability ~~available~~to ~~for~~control ~~distribution~~or toreduce ~~public~~the ~~stockholders, and~~chances ~~our~~that ~~warrants~~those risks will ~~expire~~adversely impact ~~worthless~~a target business.

~~We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.~~ 39

~~To the~~The ~~extent~~opinion weobtained ~~complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected~~ by ~~numerous risks inherent in~~ the ~~operations~~Board of ~~the~~Directors ~~business with~~from ~~which~~Houlihan ~~we combine. These risks include investing in a business without a proven business model and with limited historical financial data~~Capital, ~~volatile~~does ~~revenues~~not ~~or earnings, intense competition~~ and ~~difficulties in obtaining and retaining key personnel. Although our directors and officers~~ will ~~endeavor~~not toreflect ~~evaluate~~changes ~~the risks inherent~~ in acircumstances ~~particular~~after ~~target business, we may not be able to properly ascertain or assess all of~~ the ~~significant~~date ~~risk factors and we may not have adequate time to complete due diligence. Furthermore, some~~ of ~~these~~such ~~risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business~~opinion.

38The fairness opinion dated September 7, 2022 was rendered to the Board of Directors by Houlihan Capital, in connection with, and at the time of, the evaluation of the business combination and the Business Combination Agreement by the Avalon Special Committee. The opinion was based on the financial analyses performed by such financial advisors, which considered market and other conditions then in effect and other information made available to them, as of the date of their opinions, which may have changed, or may change, after the date of the opinion. Avalon has not obtained an updated opinion as of the date of this proxy statement/prospectus from Houlihan Capital and it does not expect to obtain updated opinions prior to the completion of the Business Combination. Changes in the operations and prospects of Avalon or Beneficient, general market and economic conditions and other factors which may be beyond the control of Avalon or Beneficient, and on which the fairness opinions were based, may have altered the value of Beneficient or the price of the Avalon common stock or Beneficient capital stock since the date of such opinions, or may alter the values and prices by the time the Business Combination is completed. The fairness opinions do not speak as of any date other than the date of such opinions.

WeResources could be wasted in researching acquisitions that are not completed within the required totime ~~obtain~~period, anwhich ~~opinion~~could ~~from~~materially anadversely ~~independent~~affect ~~accounting~~subsequent attempts to locate and acquire or ~~investment~~merge ~~banking~~with ~~firm,~~another ~~and~~business. ~~consequently~~If we do not complete our initial business combination, ~~you~~our ~~may~~public ~~have~~stockholders nomay ~~assurance~~only ~~from~~receive antheir ~~independent~~pro ~~source~~rata ~~that~~portion of the ~~price~~funds wein ~~are~~the ~~paying~~trust ~~for~~account ~~the~~that ~~business~~are isavailable ~~fair~~for distribution to ~~our~~public stockholders, which ~~from~~may abe ~~financial point~~less ofthan ~~view~~$10.15 per share in certain circumstances and our warrants will expire worthless.

~~Unless~~We anticipate that the investigation weof ~~complete~~each ~~our~~specific ~~initial~~target business ~~combination~~and ~~with~~the annegotiation, ~~affiliated~~drafting ~~entity~~and execution of relevant agreements, wedisclosure ~~are~~documents ~~not~~and ~~required~~other instruments towill ~~obtain~~require ansubstantial ~~opinion~~management ~~from~~time anand ~~independent accounting~~attention ~~firm~~and orsubstantial ~~independent~~costs ~~investment~~for ~~banking~~accountants, ~~firm~~attorneys ~~which~~and isothers. If we decide not to complete a ~~member~~specific ofinitial ~~FINRA~~business ~~that~~combination, the ~~price~~costs weincurred ~~are~~up ~~paying~~to isthat ~~fair~~point tofor ~~our stockholders~~the ~~from~~proposed atransaction likely ~~financial~~would ~~point~~not ofbe ~~view~~recoverable. IfFurthermore, noif ~~opinion~~we isreach ~~obtained~~an agreement relating to a specific target business, ~~our~~we ~~stockholders~~may ~~will~~fail beto ~~relying~~complete our oninitial ~~the~~business ~~judgment~~combination for any number of reasons including those beyond our control. Any such event will result in a ~~board~~loss to us of ~~directors,~~the ~~who~~related ~~will~~costs ~~determine~~incurred ~~fair~~which ~~market~~could ~~value~~materially ~~based~~adversely onaffect ~~standards~~subsequent ~~generally~~attempts ~~accepted~~to bylocate ~~the~~and ~~financial~~acquire ~~community.~~or ~~Such~~merge ~~standards~~with ~~used~~another ~~will~~business. beIf ~~disclosed~~we indo not complete our ~~proxy~~initial ~~solicitation~~business orcombination ~~tender~~within ~~offer~~the ~~materials,~~required astime ~~applicable~~period, ~~related~~our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our ~~initial~~warrants ~~business combination~~will expire worthless.

~~Resources could~~We bemay ~~wasted~~have ina ~~researching~~limited ~~acquisitions~~ability ~~that~~to ~~are not completed within~~ assess the ~~required~~management ~~time~~of ~~period,~~a ~~which~~prospective ~~could~~target ~~materially~~business ~~adversely affect subsequent attempts to locate~~ and, ~~acquire~~as ora ~~merge~~result, ~~with~~may ~~another~~affect ~~business. If we do not complete~~ our initial business combination~~, our~~ ~~public~~with ~~stockholders~~a ~~may~~target ~~only~~business whose ~~receive~~management ~~their~~may ~~pro~~not ~~rata~~have ~~portion of~~ the ~~funds~~skills, inqualifications ~~the~~or ~~trust~~abilities ~~account~~to ~~that~~manage ~~are~~a ~~available for distribution to~~ public ~~stockholders, which may be less than $10~~company.15 ~~per share in certain circumstances and our warrants will expire worthless.~~

~~We anticipate~~When ~~that~~evaluating the ~~investigation~~ desirability of ~~each~~effecting ~~specific~~our initial business combination with a prospective target business, ~~and~~our ability to assess the ~~negotiation,~~target ~~drafting~~business’s management ~~and~~may ~~execution~~be oflimited ~~relevant~~due ~~agreements~~to a lack of time, ~~disclosure~~ ~~documents~~resources ~~and~~or ~~other~~information. ~~instruments~~Our ~~will~~assessment ~~require~~of ~~substantial~~the capabilities of the target business’s management, ~~time~~therefore, ~~and~~may ~~attention~~prove to be incorrect and ~~substantial~~such ~~costs~~management ~~for~~may ~~accountants~~lack the skills, ~~attorneys~~ ~~and~~qualifications ~~others.~~or Ifabilities we ~~decide~~suspected. Should ~~not~~the totarget ~~complete~~business’s amanagement ~~specific~~not ~~initial~~possess ~~business~~the ~~combination~~skills, ~~the~~qualifications ~~costs~~or ~~incurred~~abilities upnecessary to ~~that~~manage ~~point~~a public ~~for~~company, the ~~proposed~~operations ~~transaction~~and ~~likely~~profitability ~~would~~of ~~not~~the post-combination business may be ~~recoverable~~negatively impacted. ~~Furthermore~~Accordingly, ifany westockholder or ~~reach~~warrant anholder ~~agreement~~who ~~relating~~chooses to aremain ~~specific~~stockholder ~~target business,~~or wewarrant ~~may~~holder, ~~fail~~respectively, tofollowing ~~complete~~the ~~our initial~~ business combination ~~for~~could ~~any~~suffer a ~~number~~reduction in the value of ~~reasons~~their ~~including~~securities. ~~those~~Such ~~beyond~~stockholders ~~our~~and ~~control. Any~~warrant ~~such~~holders ~~event~~are ~~will~~unlikely ~~result~~to inhave a ~~loss~~remedy tofor ussuch ofreduction in ~~the~~value ~~related~~unless ~~costs~~they ~~incurred~~are ~~which~~able ~~could~~to ~~materially~~successfully ~~adversely~~claim ~~affect~~that ~~subsequent~~the ~~attempts to~~reduction ~~locate~~was ~~and~~due ~~acquire~~to orthe ~~merge~~breach ~~with~~by ~~another~~our ~~business.~~officers Ifor wedirectors doof ~~not~~a duty ~~complete~~of ~~our~~care ~~initial~~or ~~business~~other ~~combination~~fiduciary ~~within~~duty ~~the~~owed ~~required time~~to ~~period~~them, ~~our~~or ~~public~~if ~~stockholders~~they ~~may~~are ~~only~~able ~~receive~~to ~~their~~successfully ~~pro~~bring ~~rata~~a ~~portion~~private ofclaim ~~the~~under ~~funds~~securities inlaws that the ~~trust~~proxy ~~account~~solicitation ~~that~~or ~~are~~tender ~~available for~~offer ~~distribution~~materials, as applicable, relating to ~~public~~the ~~stockholders,~~business ~~and~~combination ~~our~~contained ~~warrants~~an ~~will~~actionable material ~~expire~~misstatement ~~worthless~~or material omission.

~~We may~~The ~~have~~officers aand ~~limited~~directors ~~ability to assess the management~~ of aan ~~prospective~~acquisition candidate ~~target~~may ~~business~~resign ~~and,~~upon ascompletion aof ~~result, may affect~~ our initial business combination. ~~with~~The aloss ~~target~~of a business ~~whose~~combination ~~management~~target’s ~~may~~key personnel ~~not~~could ~~have~~negatively impact the ~~skills,~~operations ~~qualifications~~and orprofitability ~~abilities~~of toour ~~manage~~post-combination ~~a public company~~business.

~~When evaluating~~The ~~the~~role ~~desirability~~ of ~~effecting~~an ~~our~~acquisition candidate’s ~~initial~~key ~~business~~personnel ~~combination~~upon ~~with~~the acompletion ~~prospective~~of ~~target business,~~ our ~~ability~~initial ~~to assess the target~~ business’s ~~management~~combination ~~may~~cannot be ~~limited~~ascertained ~~due~~at tothis ~~a lack of~~ time,. ~~resources~~Although we orcontemplate ~~information.~~that ~~Our~~certain ~~assessment~~members of ~~the~~an ~~capabilities of~~acquisition ~~the target business~~candidate’s management, ~~therefore,~~team ~~may~~will ~~prove~~remain toassociated bewith ~~incorrect and such management may lack~~ the ~~skills, qualifications~~acquisition orcandidate ~~abilities~~following weour ~~suspected.~~initial ~~Should the target~~ business’s ~~management not possess the skills~~combination, ~~qualifications~~it oris ~~abilities~~possible ~~necessary to~~that ~~manage~~members aof ~~public company,~~ the ~~operations~~management ~~and profitability~~ of ~~the~~an ~~post-combination~~acquisition ~~business may be negatively impacted. Accordingly,~~candidate ~~any~~will ~~stockholder~~not orwish ~~warrant holder who chooses~~ to remain ~~stockholder or warrant holder, respectively, following the business combination could suffer a reduction~~ in ~~the value of their securities~~place. Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. 40

~~The role~~We ofmay anissue ~~acquisition~~notes ~~candidate’s~~or ~~key~~other ~~personnel~~debt ~~upon the completion of our initial business combination cannot be ascertained~~securities, ator ~~this~~otherwise ~~time.~~incur ~~Although~~substantial wedebt, ~~contemplate~~to ~~that~~complete ~~certain~~a ~~members~~business ofcombination, anwhich ~~acquisition~~may ~~candidate’s~~adversely ~~management~~affect ~~team~~our ~~will~~leverage ~~remain~~and ~~associated~~financial ~~with~~condition ~~the~~and ~~acquisition~~thus ~~candidate~~negatively ~~following~~impact ~~our initial business combination, it is possible that members of~~ the ~~management~~value of ~~an acquisition~~our ~~candidate~~stockholders’ ~~will~~investment ~~not wish to remain~~ in ~~place~~us.

39Although we have no commitments as of this Annual Report on Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redem

Filing Compare · Beneficient Merger Sub II, LLC