~~Table~~P10DfalseEquity ofDistribution ~~Contents~~Acquisition Corp.0001818221FY 0001818221 2021-12-31 0001818221 2020-12-31 0001818221 2021-01-01 2021-12-31 0001818221 2020-07-07 2020-12-31 0001818221 2020-07-06 0001818221 us-gaap:CommonClassBMember 2021-12-31 0001818221 us-gaap:CommonClassAMember 2021-12-31 0001818221 eqd:ConditionToEffectBusinessCombinationMember srt:MinimumMember 2021-12-31 0001818221 srt:MaximumMember eqd:RestrictionOfShareTransferabilityOnApprovalOfBusinessCombinationMember 2021-12-31 0001818221 srt:MaximumMember 2021-12-31 0001818221 srt:MinimumMember 2021-12-31 0001818221 us-gaap:FairValueInputsLevel1Member 2021-12-31 0001818221 eqd:SponsorMember 2021-12-31 0001818221 eqd:PrivatePlacementWarantsMember 2021-12-31 0001818221 us-gaap:IPOMember us-gaap:CommonClassAMember 2021-12-31 0001818221 us-gaap:CommonClassAMember us-gaap:OverAllotmentOptionMember 2021-12-31 0001818221 eqd:PublicWarrantsMember us-gaap:CommonClassAMember 2021-12-31 0001818221 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~~UNITED~~Table ~~STATES~~of Contents

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

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

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

Form

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

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

For the fiscal year ended

☐December ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~31

~~For the transition period from to~~ 2021

~~Commission~~☐ ~~file~~TRANSITION ~~number:~~REPORT ~~001-39520~~PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number:

~~EQUITY DISTRIBUTION ACQUISITION CORP.~~ 001-39520

~~(Exact~~EQUITY ~~name~~DISTRIBUTION ofACQUISITION ~~registrant~~CORP. ~~as specified in its charter)~~

Delaware		85-1876561
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
Two North Riverside Plaza, Suite 600 Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

Registrant’s telephone number: (312) 454-0100


Delaware		85-1876561
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Two North Riverside Plaza, Suite 600 Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number: (312)

~~Securities registered pursuant to Section 12(b) of the Act:~~ 466-4296

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 and one-third of one redeemable warrant	EQD.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	EQD	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	EQD WS	New York Stock Exchange

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

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


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

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

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section 13~~Rule or405 ~~Section 15(d)~~ of the ~~Exchange~~Securities Act. Yes ☐ No ☒

Indicate by check mark ~~whether~~if the registrant ~~(1) has~~is ~~filed~~not ~~all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 15(d) of the ~~Securities~~ Exchange Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. Yes ☒ ☐ No ☐ ☒

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~every~~reports ~~Interactive Data File~~ required to be ~~submitted~~filed ~~pursuant~~by toSection 13 ~~Rule~~or ~~405~~15(d) of ~~Regulation~~the ~~S-T~~Securities (§Exchange ~~232.405~~Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such ~~files~~reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

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

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

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

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

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. ☐ 12b-2

of the Exchange Act.

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

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

~~The~~Indicate ~~registrant’s~~by ~~Units began~~check ~~trading~~mark onwhether the ~~New~~registrant ~~York~~has ~~Stock~~filed ~~Exchange~~a report on ~~September 16,~~and ~~2020~~attestation ~~and~~to ~~the~~its ~~registrant~~management’s ~~shares~~assessment of ~~Class A~~the ~~common~~effective ~~stock~~of ~~began~~its ~~separate~~internal ~~trading~~control onover ~~the~~financial ~~New~~reporting ~~York~~under ~~Stock Exchange on November~~Section 6,404(b) ~~2020. The aggregate market value~~ of the ~~registrant’s~~ ~~shares~~Sarbanes-Oxley ofAct ~~Class A~~(15 ~~common~~U.S.C. ~~stock~~7262(b)) ~~outstanding, other than shares held~~ by ~~persons~~the ~~who~~registered ~~may~~public beaccounting ~~deemed~~firm ~~affiliates~~that ofprepared ~~the~~or ~~registrant,~~issued atits ~~December 31,~~audit ~~2020, was $18,908,989~~report.~~44.~~ ☐

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

As of March 12, 2021, there were 41,400,000 shares of Class A common stock, $0.0001 par value per share, and 10,350,000 shares of Class B common stock, $0.0001 par value per share, issued and outstanding. 12b-2

of the Exchange Act). Yes ☒ No ☐

~~Table~~The registrant’s Units began trading on the New York Stock Exchange on September 16, 2020 and the registrant’s shares of ~~Contents~~Class A common stock began separate trading on the New York Stock Exchange on November 6, 2020. The aggregate market value of the registrant’s shares of Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, at December 31, 2021, was $354,109,200.

~~TABLE~~As OFof ~~CONTENTS~~February 22, 2022, there wer

e 41,400,000 shares of Class A common stock, $0.0001 par value per share, and 10,350,000 shares of Class B common stock, $0.0001 par value per share, issued and outstanding.

		PAGE
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		15
Item 1B.	Unresolved Staff Comments		46
Item 2.	Properties		46
Item 3.	Legal Proceedings		46
Item 4.	Mine Safety Disclosures		47
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		48
Item 6.	Selected Financial Data		48
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		48
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		51
Item 8.	Financial Statements and Supplementary Data		51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		51
Item 9A.	Controls and Procedures		51
Item 9B.	Other Information		52
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		53
Item 11.	Executive Compensation		61
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		62
Item 13.	Certain Relationships and Related Transactions, and Director Independence		64
Item 14.	Principal Accounting Fees and Services		65
PART IV
Item 15.	Exhibits and Financial Statement Schedules		67
Item 16.	Form 10-K Summary		68

Table of Contents

iTABLE OF CONTENTS


		PAGE
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		15
Item 1B.	Unresolved Staff Comments		48
Item 2.	Properties		48
Item 3.	Legal Proceedings		48
Item 4.	Mine Safety Disclosures		49
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		50
Item 6.	Reserved		50
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		50
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		53
Item 8.	Financial Statements and Supplementary Data		53
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		53
Item 9A.	Controls and Procedures		53
Item 9B.	Other Information		54
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection		54
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		55
Item 11.	Executive Compensation		63
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		64
Item 13.	Certain Relationships and Related Transactions, and Director Independence		66
Item 14.	Principal Accounting Fees and Services		67
PART IV
Item 15.	Exhibits and Financial Statement Schedules		69
Item 16.	Form 10-K Summary		70

~~CAUTIONARY~~i ~~NOTE REGARDING FORWARD-LOOKING STATEMENTS~~

~~This~~Table ~~Annual Report on Form 10-K (this “Report”) includes “forward-looking statements” within the meaning~~ of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Forward-looking statements in this Report may include, for example, statements about: Contents

•CAUTIONARY ~~our~~NOTE ~~ability~~REGARDING toFORWARD-LOOKING ~~complete~~STATEMENTS ~~our initial Business Combination;~~

This Annual Report on Form

~~• our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;~~10-K

(this “Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Forward-looking statements in this Report may include, for example, statements about:

• our ~~officers~~ability ~~and directors allocating their time~~ to ~~other~~complete ~~businesses and potentially having conflicts of interest with~~ our ~~business or in approving our~~ initial Business Combination;

• our ~~potential~~success ~~ability~~in toretaining ~~obtain~~or ~~additional~~recruiting, ~~financing~~or tochanges ~~complete~~required in, our officers, key employees or directors following our initial Business Combination;

• our ~~Chief~~officers ~~Executive~~and ~~Officer~~directors ~~being~~allocating ~~subject~~their time to ~~non-compete~~other ~~arrangements~~businesses and potentially having conflicts of interest with ~~his~~our ~~prior~~business ~~employer~~or in approving our initial Business Combination;

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

• ~~the~~our ~~ability~~Chief ofExecutive ~~our~~Officer ~~officers~~being ~~and~~subject ~~directors~~ to ~~generate~~non-compete aarrangements ~~number~~with ofhis ~~potential~~prior ~~investment opportunities~~employer;

• our ~~public~~pool ~~securities’~~of ~~potential~~prospective ~~liquidity~~target ~~and trading~~businesses;

• the ~~lack~~ability of our officers and directors to generate a ~~market~~number ~~for~~of ~~our~~potential ~~securities~~investment opportunities;

• ~~the~~our ~~use~~public ofsecurities’ ~~proceeds~~potential ~~not~~liquidity ~~held~~and ~~in the trust account or available to us from interest income on the trust account balance~~trading; or

• the ~~trust~~lack ~~account~~of ~~not~~a ~~being~~market ~~subject~~for toour ~~claims of third parties.~~securities;

~~Such~~• ~~forward-looking~~the ~~statements~~use ~~relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number~~ of ~~factors~~proceeds ~~could~~not ~~cause~~held ~~actual events, performance or results to differ materially from the events, performance and results discussed~~ in the ~~forward-looking~~trust ~~statements.~~account ~~For~~or ~~information~~available ~~identifying important factors that could cause actual results~~ to ~~differ~~us ~~materially~~ from ~~those~~interest ~~anticipated~~income ~~in the forward-looking statements, please refer to the risk factors described under “Item1A. Risk Factors.” Our securities filings can be accessed~~ on the ~~EDGAR~~ ~~section~~trust ofaccount ~~the~~balance; ~~Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention~~ or ~~obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.~~

~~Unless~~• ~~otherwise~~the ~~stated~~trust inaccount ~~this~~not ~~Report,~~being orsubject ~~the~~to ~~context otherwise~~claims ~~requires,~~of ~~references~~third ~~to:~~ parties.

•Such ~~“common~~forward-looking ~~stock”~~statements ~~are~~relate to ~~our~~future ~~Class~~events or future performance, but reflect management’s current beliefs, based on information currently available. A ~~common~~number ~~stock~~of factors could cause actual events, performance or results to differ materially from the events, performance and ~~our~~results ~~Class~~discussed Bin ~~common~~the ~~stock~~forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, ~~collectively;~~please refer to the risk factors described under “Item1A. Risk Factors.” Our securities filings can be accessed on the EDGAR section of the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

•Unless ~~“EGI”~~otherwise ~~refers~~stated toin ~~the~~this ~~Equity Group Investments division of Chai Trust Company~~Report, ~~LLC,~~or the ~~private~~context ~~investment~~otherwise ~~firm~~requires, ~~founded~~references byto: ~~Sam Zell;~~

• “~~equity-linked~~common ~~securities~~stock” are to ~~any debt or equity securities that are convertible, exercisable or exchangeable for shares of~~ our Class A common stock ~~issued~~and inour ~~connection~~Class ~~with~~B ~~our~~common ~~initial~~stock, ~~Business Combination~~collectively;

• “~~founders~~EGI” ~~are~~refers to ~~Sam~~the ~~Zell~~Equity ~~and~~Group ~~Bill~~Investments ~~Galvin~~division of Chai Trust Company, LLC, the private investment firm founded by Sam Zell;

ii• “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;

~~Table~~• of“founders” ~~Contents~~are to Sam Zell and Bill Galvin;

•ii “founder shares” are to shares of our Class B common stock initially purchased by 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”);

•Table ~~“initial stockholders” are to our sponsor and any other holders~~ of ~~our founder shares (or their permitted transferees);~~Contents

• “~~management~~founder shares” orare to shares of our ~~“management~~Class ~~team”~~B ~~are~~common stock initially purchased by our sponsor in a private placement prior to our ~~executive~~initial ~~officers~~public offering, and ~~directors~~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”);

• “~~private~~initial ~~placement warrants~~stockholders” are to ~~the warrants issued to~~ our sponsor inand aany ~~private~~other ~~placement~~holders ~~simultaneously with the closing~~ of our ~~initial~~founder ~~public~~shares ~~offering~~(or ~~and~~their ~~upon~~permitted ~~conversion of working capital loans, if any~~transferees);

• “~~public shares~~management” ~~are~~or ~~to shares of~~ our ~~Class~~“management Ateam” ~~common~~are ~~stock~~to ~~sold as part of the units in~~ our ~~initial~~executive ~~public~~officers ~~offering~~and ~~(whether they were purchased in such offering or thereafter in the open market)~~directors;

• “~~public~~private ~~stockholders~~placement warrants” are to the ~~holders~~warrants ofissued ~~our~~to ~~public shares, including~~ our ~~initial~~sponsor ~~stockholders~~in ~~and~~a ~~management~~private ~~team~~placement tosimultaneously with the ~~extent~~closing ~~our initial stockholders and/or members~~ of our ~~management~~initial ~~team purchase~~ public ~~shares,~~offering ~~provided that each initial stockholder’s~~ and ~~member~~upon conversion of ~~our~~working ~~management~~capital ~~team’s~~loans, ~~status~~if ~~as a “public stockholder” shall only exist with respect to such public shares~~any;

• “public ~~warrants~~shares” are to shares of our ~~redeemable~~Class ~~warrants~~A common stock sold as part of the units in our initial public offering (whether they were purchased in ~~our~~such ~~initial public~~ offering or thereafter in the open market) and to any private placement warrants or warrants issued upon conversion of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or permitted transferees) following the consummation of our initial Business Combination;

• “~~sponsor~~public stockholders” are to ~~Equity~~the ~~Distribution~~holders ~~Sponsor~~of ~~LLC~~our public shares, including our initial stockholders and ~~references~~management team to the ~~experience~~extent of our ~~sponsor~~initial ~~include~~stockholders ~~the~~and/or ~~experience~~members of our ~~founders~~management ~~and~~team ~~the~~purchase ~~affiliated~~public ~~investment~~shares, ~~professionals~~provided that each initial stockholder’s and member of our ~~sponsor~~management team’s status as a “public stockholder” shall only exist with respect to such public shares;

• “public warrants” are to our redeemable warrants, ~~which~~sold ~~includes~~as part of the units in our initial public ~~warrants~~offering as(whether ~~well~~they aswere purchased in our initial public offering or thereafter in the open market) and to any private placement warrants toor ~~the~~warrants ~~extent~~issued ~~they~~upon conversion of working capital loans that are nosold ~~longer~~to ~~held~~third byparties ~~the~~that are not initial purchasers ofor ~~the~~executive ~~private~~officers ~~placement~~or ~~warrants~~directors (or ~~their~~ permitted transferees;) ~~and~~following the consummation of our initial Business Combination;

• “~~we,~~sponsor” ~~“our,”~~are ~~“us~~to Equity Distribution Sponsor LLC,” ~~“company”~~and orreferences “to the experience of our ~~company”~~sponsor ~~are~~include tothe ~~Equity~~experience ~~Distribution~~of ~~Acquisition~~our ~~Corp.~~founders and the affiliated investment professionals of our sponsor;

~~iii~~• “warrants” are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and

~~Table~~• of“we,” ~~Contents~~“our,” “us,” “Company” or “our Company” are to Equity Distribution Acquisition Corp.

~~PART~~iii I

~~Item~~Table 1.of ~~Business.~~Contents

~~Overview~~PART I

~~Equity~~Item ~~Distribution Acquisition Corp~~1. (the “company,” “we,” “our” and “us”) was incorporated in Delaware on July 7, 2020. The company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business ~~Combination with one or more businesses (a “Business Combination”)~~.

~~Although~~Overview we are not limited to a particular industry or geographic region for purposes of consummating a Business Combination, we intend to focus on prospective target businesses in North America within the industrial sector with an enterprise valuation in the range of $1 billion to $1.5 billion. In particular, we intend to focus on companies providing technology-enabled solutions in industrial and industrial distribution markets. The company is an early stage and emerging growth company and, as such, the company is subject to all of the risks associated with early stage and emerging growth companies.

~~We were originally formed in Delaware under the name~~ Equity Distribution Acquisition Corp. in(the ~~July 2020. Our executive offices are located at Two North Riverside Plaza~~“Company,” ~~Suite 600~~“we,” ~~Chicago,~~“our” ~~IL,~~ and ~~our telephone number is (312~~“us”) ~~454-0100.~~ ~~Our~~was ~~corporate~~incorporated ~~website~~in ~~address~~Delaware ~~is www.equitydac.com. Our website and the information contained~~ on July 7, or2020. ~~that~~The ~~can~~Company bewas ~~accessed~~formed ~~through,~~for the ~~website~~purpose isof ~~not~~entering ~~deemed~~into toa bemerger, ~~incorporated~~capital ~~by reference~~stock inexchange, ~~and~~asset isacquisition, ~~not~~stock ~~considered part of~~purchase, ~~this~~reorganization ~~Report.~~or ~~You~~similar ~~should~~Business ~~not~~Combination ~~rely~~with onone ~~any~~or ~~such~~more ~~information~~businesses in(a ~~making~~“Business ~~your decision whether to invest in our securities~~Combination”).

~~Founders~~Although we are not limited to a particular industry or geographic region for purposes of consummating a Business Combination, we intend to focus on prospective target businesses in North America within the industrial sector with an enterprise valuation in the range of $1 billion to $1.5 billion. In particular, we intend to focus on companies providing technology-enabled solutions in industrial and industrial distribution markets. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

We were originally formed in Delaware under the name Equity Distribution Acquisition Corp. in July 2020. Our executive offices are located at Two North Riverside Plaza, Suite 600, Chicago, IL, and our telephone number is

~~Our Chairman is Sam Zell, investor, entrepreneur, and founder of the private investment firm, Equity Group Investments~~ (~~“EGI”~~312)~~. Mr.~~ ~~Zell has a 50~~466-~~year track record of founding multi-billion-dollar companies and growing many others, turning around troubled assets, leading industry consolidations, and bringing companies to the public markets~~4296. ~~He has had overarching impact on numerous industries.~~

Our corporate website address is

~~While his investments span industries across the globe, Mr~~www. ~~Zell is most widely recognized as a founding father of the $1 trillion real estate investment trust (“REIT”)~~equitydac. ~~In the 1990s, he created three of the largest REITs and rallied the nascent industry to focus on providing shareholders with transparency, predictability, and accountability~~com. In 2007, he sold Equity Office Properties Trust, the office building REIT, which he founded in 1997, for $39 billion in the largest leveraged buyout transaction at the time. He continues to chair the other two REITs he founded, Equity Residential (NYSE: EQR), a multi-family REIT, and Equity LifeStyle Properties (NYSE: ELS), a manufactured housing REIT. Mr. Zell also chairs Equity Commonwealth (NYSE: EQC), an office REIT he assumed leadership of in 2014.

Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Report. You should not rely on any such information in making your decision whether to invest in our securities.

InFounders addition to real estate, Mr. Zell’s investment activity spans industrials, manufacturing, logistics, infrastructure, energy, waste services, consumer products, communications and healthcare. To date, Mr. Zell has sponsored 12 IPOs, successfully raising capital across various industries in all types of economic environments. In the 1990s, he raised $1 billion for the Zell/Chillmark Fund, one of the first and largest funds to focus on good companies with bad balance sheets. Concurrently, Mr. Zell raised $2.1 billion for the Zell/Merrill Funds, the largest distressed real estate offering at the time. In the late 2000s, Mr. Zell also sponsored the Zell Credit Opportunities Fund, which invested more than $1 billion in oil and gas, manufacturing, consumer products, and other sectors.

Our Chairman is Sam Zell, investor, entrepreneur, and founder of the private investment firm, Equity Group Investments (“EGI”). Mr. Zell has a

~~In addition, Mr. Zell serves as Chair of Covanta Holding Corporation (NYSE: CVA), an international energy~~50-~~from-waste company. He previously served as Chair of Adams Respiratory Therapeutics, the creator of Mucinex, and Jacor, which led the U.S. radio industry’s consolidation in the 1990s.~~ year

track record of founding multi-billion-dollar companies and growing many others, turning around troubled assets, leading industry consolidations, and bringing companies to the public markets. He has had an overarching impact on numerous industries.

~~Within~~While ~~the~~his ~~Industrials~~investments ~~sector~~span industries across the globe, Mr. Zell ~~also~~is ~~served~~most widely recognized as ~~Chair~~a founding father of ~~Anixter~~the ~~International~~$1 ~~(formerly~~trillion ~~NYSE:~~real ~~AXE~~estate investment trust (“REIT”). In the 1990s, ahe ~~global~~created ~~provider~~three of ~~wire~~the largest REITs and ~~cable~~ ~~products~~rallied the nascent industry to focus on providing shareholders with transparency, ~~for~~predictability, 34and ~~years~~accountability. ~~until~~In 2007, he sold Equity Office Properties Trust, the ~~company’s~~office ~~sale~~building REIT, which he founded in ~~2020~~1997, for $~~4.5~~39 billion. ~~EGI~~in ~~acquired~~the ~~Anixter~~largest inleveraged ~~1986~~buyout ~~through~~transaction at the ~~holding~~time. ~~company~~He ~~Itel~~continues ~~Corporation.~~to ~~Mr. Zell~~chair ~~was~~the ~~drawn~~other totwo ~~Anixter~~REITs ~~because~~he offounded, ~~its~~Equity ~~unique~~Residential ~~distribution~~(NYSE: ~~pipeline~~EQR), ~~which~~ ~~enabled~~a ~~vendors~~multi-family toREIT, ~~reach~~and ~~small~~Equity ~~buyers.~~LifeStyle ByProperties ~~1991~~(NYSE: ELS), a manufactured housing REIT. Mr. Zell ~~had~~also ~~sold~~chairs ~~off~~Equity Commonwealth (NYSE: EQC), an office REIT he assumed leadership of in 2014.

In addition to real estate, Mr. Zell’s investment activity spans industrials, manufacturing, logistics, infrastructure, energy, waste services, consumer products, communications and healthcare. To date, Mr. Zell has sponsored 12 IPOs, successfully raising capital across various industries in all types of economic environments. In the 1990s, he raised $1 billion for the Zell/Chillmark Fund, one of the first and largest funds to focus on good companies with bad balance sheets. Concurrently, Mr. Zell raised $2.1 billion for the Zell/Merrill Funds, the largest distressed real estate offering at the time. In the late 2000s, Mr. Zell also sponsored the Zell Credit Opportunities Fund, which invested more than $1 billion in oil and gas, manufacturing, consumer products, and other sectors.

~~Table~~In addition, Mr. Zell served as Chair of ~~Contents~~Covanta Holding Corporation (

~~Itel’s~~formerly other investments to focus the company solely on Anixter. He set an aggressive growth strategy, quickly establishing Anixter as a global industry leader. Between 1986 and 2019, Anixter increased its revenues from $650 million to $8.8 billion, and expanded its presence from three to 50 countries.

~~Anixter’s~~NYSE: ~~long-standing~~CVA), ~~success~~an ~~reflects~~international ~~one~~energy-from-waste ofcompany ~~Mr. Zell’s~~from ~~fundamental~~2005 ~~principles –~~ to ~~establish~~November ~~and~~2021, ~~maintain~~when ~~the alignment~~it ofwas ~~interests~~acquired ~~among~~by ~~the~~EQT ~~board, management, and shareholders~~Infrastructure. He ispreviously anserved ~~active~~as ~~owner and~~ Chair ~~who~~of ~~builds~~Adams ~~strong~~Respiratory ~~relationships~~Therapeutics, ~~with~~the ~~senior~~creator ~~management.~~of ~~That includes Bill Galvin~~Mucinex, ~~who served as Anixter’s President~~ and ~~Chief~~Jacor, ~~Executive Officer~~which ~~until~~led the ~~company’s recent sale~~U. MrS. ~~Galvin~~ ~~has~~radio ~~joined~~industry’s ~~Mr. Zell~~consolidation toin ~~found~~the ~~our company~~1990s. ~~Their complementary working relationship, respective areas of expertise, and vast collective network positions us well.~~

Within the Industrials sector, Mr. ~~Galvin,~~Zell ~~our~~also ~~company’s~~served ~~Chief~~as ~~Executive~~Chair ~~Officer~~of Anixter International (formerly NYSE: AXE), ~~served~~a asglobal ~~Anixter’s~~provider ~~President~~of wire and ~~Chief~~cable ~~Executive~~products, ~~Officer~~for ~~from~~34 ~~July~~years ~~2018 through~~until ~~June~~the company’s sale in 2020, ~~after~~for ~~having~~$4.5 billion. ~~led~~EGI ~~various~~acquired ~~functions~~Anixter ~~and~~in ~~businesses~~1986 ~~within~~through the holding company ~~during~~Itel ~~his~~Corporation. ~~36-year tenure~~Mr. Zell Hewas ~~joined~~drawn to Anixter inbecause ~~1984~~of ~~and~~its ~~served~~unique ~~as:~~distribution ~~President~~pipeline, ~~and~~which ~~Chief~~enabled ~~Operating~~vendors ~~Officer~~to ~~(2017~~reach ~~– 2018)~~small buyers. By 1991, ~~Executive~~Mr. Zell ~~Vice~~had ~~President~~sold –off ~~Network~~Itel’s ~~and~~other ~~Security~~investments ~~Solutions~~to ~~(2007~~focus –the ~~2017),~~company ~~and~~solely ~~Senior~~on ~~Vice~~Anixter. ~~President~~He –set ~~North~~an ~~America~~aggressive ~~Enterprise~~growth ~~Cabling~~strategy, ~~Solutions~~quickly ~~Sales~~establishing ~~(2006~~Anixter –as ~~2007)~~a global industry leader. InBetween ~~addition~~1986 and 2019, MrAnixter increased its revenues from $650 million to $8.8 ~~Galvin~~billion, ~~served~~and onexpanded ~~Anixter’s Board~~its ofpresence ~~Directors~~from three to 50 countries.

~~Prior~~1 to its acquisition, Anixter was a leading global distributor of Network & Security Solutions, Electrical & Electronic Solutions and Utility Power Solutions. Anixter’s offerings included enterprise networks, industrial MRO (maintenance, repairs, operations) supply, video surveillance applications, and electric power distribution. The company provided customers across industrial and other end-markets with full-line solutions and intelligence, resulting in reliable, resilient systems that sustained businesses and communities. Anixter’s solutions helped lower the cost, risk, and complexity of customers’ supply chains through the company’s unmatched global distribution network, and supply chain and technical expertise.

~~Operationally,~~Table ~~Mr. Galvin developed and implemented a gross margin expansion strategy, resulting in six consecutive quarters~~ of ~~year-over-year~~ gross margin improvement, while investing in technology and innovation to position Anixter favorably for future growth. Strategically, Mr. Galvin shifted Anixter’s portfolio toward technology and service-centric markets through entry into new applications including cellular wireless solutions and expansion of existing businesses such as commercial security. Mr. Galvin also spearheaded multiple strategic acquisitions and subsequent integrations, including the acquisition of Tri-Ed in 2014 for $420 million and the 2018 acquisitions of CSD, Inner Range and Atlas Gentech. Contents

~~Collectively,~~Anixter’s ~~Messrs.~~long-standing success reflects one of Mr. Zell’s ~~and~~fundamental ~~Galvin~~principles ~~successfully~~– ~~set~~to establish and ~~delivered~~maintain onthe aalignment ~~strategic~~of ~~vision~~interests toamong ~~shift~~the ~~Anixter~~board, ~~toward~~management, ~~technology-centric~~and ~~growth, while~~shareholders. ~~driving~~He ~~operational~~is ~~improvements~~an —active aowner ~~rare~~and ~~combination~~Chair ~~within~~who ~~the~~builds ~~industrial~~strong ~~distribution~~relationships ~~sector~~with ~~that~~senior ~~drove~~management. ~~value~~That ~~for~~includes Bill Galvin, who served as Anixter’s ~~shareholders~~President and Chief Executive Officer until the company’s recent sale. Mr. Galvin has joined Mr. Zell to found our Company. Their complementary working relationship, respective areas of expertise, and vast collective network positions us well.

Mr. Galvin, our Company’s Chief Executive Officer, served as Anixter’s President and Chief Executive Officer from July 2018 through June 2020, after having led various functions and businesses within the company during his

In June 2020, Anixter closed on its merger with WESCO International, which included a 55% premium to Anixter’s share price of $63.30 immediately prior to Mr. Galvin assuming the role of President and Chief Executive Officer in July 2018. Anixter’s enterprise value in the transaction was approximately $4.5 billion. 36-year

tenure. He joined Anixter in 1984 and served as: President and Chief Operating Officer (2017 – 2018), Executive Vice President – Network and Security Solutions (2007 – 2017), and Senior Vice President – North America Enterprise Cabling Solutions Sales (2006 – 2007). In addition, Mr. Galvin served on Anixter’s Board of Directors.

Prior to its acquisition, Anixter was a leading global distributor of Network & Security Solutions, Electrical & Electronic Solutions and Utility Power Solutions. Anixter’s offerings included enterprise networks, industrial MRO (maintenance, repairs, operations) supply, video surveillance applications, and electric power distribution. The company provided customers across industrial and other

We believe that Messrs. Zell and Galvin’s respective and complementary expertise position our company well to identify attractive business combination opportunities, execute strategic transactions and have a transformative impact on target businesses. end-markets

with full-line solutions and intelligence, resulting in reliable, resilient systems that sustained businesses and communities. Anixter’s solutions helped lower the cost, risk, and complexity of customers’ supply chains through the company’s unmatched global distribution network, and supply chain and technical expertise.

Operationally, Mr. Galvin developed and implemented a gross margin expansion strategy, resulting in six consecutive quarters of year-over-year gross margin improvement, while investing in technology and innovation to position Anixter favorably for future growth. Strategically, Mr. Galvin shifted Anixter’s portfolio toward technology and service-centric markets through entry into new applications including cellular wireless solutions and expansion of existing businesses such as commercial security. Mr. Galvin also spearheaded multiple strategic acquisitions and subsequent integrations, including the acquisition of

~~Market Opportunity~~ Tri-Ed

in 2014 for $420 million and the 2018 acquisitions of CSD, Inner Range and Atlas Gentech.

~~The industrial distribution market alone is in excess of $2.5 trillion in the United States~~Collectively, ~~based on a publication by McKinsey & Company~~Messrs. ~~Therefore,~~ ~~the~~Zell ~~total industrial market including manufacturers~~ and ~~service~~Galvin ~~providers~~successfully isset ~~even larger. The industrial market is broad, diverse~~ and ~~fragmented,~~delivered ~~with~~on ~~participants~~a ~~differentiating~~strategic ~~their~~vision ~~individual~~to ~~offerings~~shift ~~through~~Anixter atoward ~~combination of~~ technology,-centric ~~innovation~~growth, ~~technical~~while ~~know-how,~~driving ~~customer~~operational ~~relationships~~improvements ~~and~~— ~~value-added~~a ~~services.~~rare ~~Players~~combination within ~~this market support and enable both~~ the ~~manufacturing~~industrial ~~supply~~distribution ~~chain~~sector asthat ~~well~~drove asvalue ~~aftermarket~~for ~~activities~~Anixter’s ~~including repair, replacement, service and maintenance across a range of end markets~~shareholders.

~~The~~In ~~industrial~~June ~~industry~~2020, isAnixter ~~highly~~closed ~~fragmented~~on ~~across~~its ~~multiple~~merger ~~dimensions,~~with ~~including~~WESCO ~~end market~~International, ~~geographic~~which ~~region~~included ~~and~~a ~~supplier~~55% ~~alignment,~~premium ~~amongst~~to ~~others~~Anixter’s share price of $63.30 Asimmediately anprior ~~example,~~to Mr. Galvin assuming the ~~top~~role ~~ten~~of ~~industrial~~President ~~distribution~~and ~~companies~~Chief Executive Officer in July 2018. Anixter’s enterprise value in the ~~United~~transaction ~~States~~was approximately $4.5 billion.

2We believe that Messrs. Zell and Galvin’s respective and complementary expertise position our Company well to identify attractive business combination opportunities, execute strategic transactions and have a transformative impact on target businesses.

~~Table~~Market ofOpportunity ~~Contents~~

The industrial distribution market alone is in excess of $2.5 trillion in the United States, based on a publication by McKinsey & Company. Therefore, the total industrial market including manufacturers and service providers is even larger. The industrial market is broad, diverse and fragmented, with participants differentiating their individual offerings through a combination of technology, innovation, technical

~~collectively accounted for approximately 5% of the overall market based on 2019 revenue. Within this fragmented market~~know-how, ~~leading players must consistently differentiate themselves to capture and maintain wallet share and grow, including through acquisitions.~~

customer relationships and value-added services. Players within this market support and enable both the manufacturing supply chain as well as aftermarket activities including repair, replacement, service and maintenance across a range of end markets.

We2 believe the rapid pace of change, accelerated by increasing proliferation of technology, will drive a wave of consolidation within the industry. Furthermore, in order to keep pace with larger competitors, smaller players are under pressure to make material investments in technology, requiring significant financial resources and management expertise. We intend to focus on companies that have the ability to competitively differentiate themselves based on a combination of service, technology, innovation and / or market position.

~~Customers~~Table are increasingly seeking digital experiences in the way they engage with industrial companies, and competitive customer solutions require a technology-first mentality. These solutions include optimized supply chain management, real-time vendor-managed inventory, just-in-time delivery, private label products, kitting, and customization. We believe customers are willing to pay a premium for these solutions due to the operational efficiencies that the solutions provide. The combination of robust service capabilities and innovative technology advancements provide sustainable competitive advantages for leading industrial companies. We believe the favorable relative positioning of leading players within a highly fragmented market creates a unique need for industry consolidation. Contents

The industrial ~~market~~industry ~~segment~~is ~~offers~~highly ~~many~~fragmented ~~attractive~~across ~~attributes~~multiple ~~for growth opportunities~~dimensions, including ~~significant~~end ~~fragmentation~~market, ~~new~~geographic ~~disruptive technology~~region ~~advancements in manufacturing~~ and ~~enhancements~~supplier toalignment, ~~the~~amongst ~~global supply chain models~~others. ~~Despite~~As ~~these~~an ~~attractive attributes~~example, wethe ~~believe~~top ~~strong~~ten ~~leadership~~industrial ~~and~~distribution ~~operational~~companies ~~excellence~~in ~~will~~the beUnited ~~required~~States ~~for~~collectively ~~industrial~~accounted ~~companies~~for toapproximately ~~capitalize~~5% ~~on future~~of ~~growth~~the ~~opportunities~~overall ~~amid~~market ~~the~~based ~~industry’s~~on ~~technology-driven~~2019 ~~evolution~~revenue. ~~Our~~Within ~~founders~~this ~~are~~fragmented ~~uniquely~~market, ~~qualified~~leading toplayers ~~advise~~must ~~and~~consistently ~~grow~~differentiate ~~such~~themselves ~~businesses and will be able~~ to ~~drive~~capture ~~immediate~~and ~~value~~maintain ~~through~~wallet ~~margin~~share ~~improvement initiatives such as pricing enhancements~~ and ~~operational efficiencies~~grow, ~~expanding~~including ~~value-added~~through ~~service capabilities, increasing market access and improving cash flow characteristics~~acquisitions.

~~Board~~We believe the rapid pace of ~~Directors~~change, accelerated by increasing proliferation of technology, will drive a wave of consolidation within the industry. Furthermore, in order to keep pace with larger competitors, smaller players are under pressure to make material investments in technology, requiring significant financial resources and management expertise. The global supply chain volatility in recent years has also challenged many companies’ ability to predict and meet demand while managing through dynamic market pressures. This volatility and inflationary environment is challenging organizations to consider alternative long-term strategies. We intend to focus on companies that have the ability to competitively differentiate themselves based on a combination of service, technology, innovation and / or market position.

Customers are increasingly seeking digital experiences in the way they engage with industrial companies, and competitive customer solutions require a technology-first mentality. These solutions include optimized supply chain management, real-time vendor-managed inventory,

~~In addition to our founders, our Board of Directors is comprised of a distinguished group of individuals with significant experience and expertise~~ just-in ~~the industrial sector.~~ -time

delivery, private label products, kitting, and customization. We believe customers are willing to pay a premium for these solutions due to the operational efficiencies that the solutions provide. The combination of robust service capabilities and innovative technology advancements provide sustainable competitive advantages for leading industrial companies. We believe the favorable relative positioning of leading players within a highly fragmented market creates a unique need for industry consolidation.

~~Mr. Robert~~The W.industrial ~~Grubbs~~market ~~was~~segment ~~appointed~~offers tomany ~~our~~attractive ~~Board~~attributes offor ~~Directors~~growth inopportunities, ~~connection~~including ~~with~~significant ~~our~~fragmentation, ~~initial~~new ~~public~~disruptive ~~offering.~~technology ~~Mr. Grubbs~~advancements ~~served~~in ~~as the~~manufacturing ~~President~~ and ~~Chief~~enhancements ~~Executive Officer of Anixter from 1998~~ to ~~2008, following a successful 30-year career with~~ the ~~company.~~global ~~From~~supply ~~1994~~chain ~~to 2008 Mr~~models. ~~Grubbs~~ ~~was~~Despite ~~also~~these ~~the~~attractive ~~President and Chief Executive Officer of Anixter Inc.~~attributes, awe ~~subsidiary~~believe ofstrong ~~Anixter.~~leadership ~~During~~and ~~Mr. Grubbs’~~operational ~~tenure,~~excellence ~~Anixter~~will ~~saw~~be ~~tremendous~~required ~~growth~~for inindustrial ~~sales,~~companies ~~profitability and shareholder returns. Mr. Grubbs continued~~ to ~~serve~~capitalize on ~~the~~future ~~board~~growth ofopportunities ~~Anixter~~amid ~~until May 2018. Mr. Grubbs currently serves on~~ the ~~board~~industry’s oftechnology-driven ~~Schneider~~evolution. ~~National,~~Our afounders ~~truckload,~~are ~~intermodal~~uniquely ~~and~~qualified ~~logistics~~to ~~services~~advise ~~provider,~~ and isgrow ~~the~~such ~~Executive~~businesses ~~Chairman of Harrington Industrial Plastics, a process-solutions provider for corrosive~~ and ~~high-purity water~~will ~~systems.~~be ~~Previously,~~able ~~Mr. Grubbs served as the Chairman of GNAP, a leading specialty abrasives distributor, from 2016 until 2018 when Frontenac sold it~~ to ~~CenterOak~~drive ~~Partners.~~immediate ~~Mr. Grubbs~~value ~~also~~through ~~has~~margin ~~significant~~improvement ~~experience~~initiatives ~~working~~such ~~with private~~as ~~equity~~pricing ~~firms,~~enhancements ~~both through GNAP~~ and ~~Ohio~~operational ~~Transmission Corporation~~efficiencies, aexpanding ~~leading~~value-added ~~technical~~service ~~distributor~~capabilities, ~~previously~~increasing ~~held~~market byaccess ~~Irving Place Capital~~ and ~~currently~~improving ~~held~~cash byflow ~~Genstar Capital~~characteristics. ~~Mr. Grubbs served as Chairman of Ohio Transmission Corporation from 2013 to 2019. Mr. Grubbs holds a BBA in business administration and marketing from the University of Missouri.~~

~~Ms. Ellen Havdala was appointed to our~~ Board of Directors in connection with our initial public offering. Ms. Havdala is a Managing Director with EGI and has worked in a variety of capacities for Mr. Zell’s affiliated companies since 1990. Ms. Havdala serves on the board of Ardent Health Services, a provider of hospital and healthcare services. Ms. Havdala focuses on sourcing potential investment transactions and meeting new capital sources. In addition, Ms. Havdala is responsible for establishing and overseeing the Zell Global Entrepreneurship Network, an organization designed to provide continuing education and mentorship for students and alumni of Mr. Zell’s three entrepreneurship education programs. During Ms. Havdala’s tenure with EGI, she has served on several boards, including SIRVA Worldwide, Inc., a provider of moving and relocation services; Rewards Network, Inc., a dining rewards company; and WRS Holding Company, an environmental construction and remediation company; Mrs. Havdala has also held the roles of Acting Chief Executive Officer at Rewards Network, Executive

3In addition to our founders, our Board of Directors is comprised of a distinguished group of individuals with significant experience and expertise in the industrial sector.

Mr. Robert W. Grubbs was appointed to our Board of Directors in connection with our initial public offering. Mr. Grubbs served as the President and Chief Executive Officer of Anixter from 1998 to 2008, following a successful

~~Table of Contents~~30-year

career with the company. From 1994 to 2008 Mr. Grubbs was also the President and Chief Executive Officer of Anixter Inc., a subsidiary of Anixter. During Mr. Grubbs’ tenure, Anixter saw tremendous growth in sales, profitability and shareholder returns. Mr. Grubbs continued to serve on the board of Anixter until May 2018. Mr. Grubbs currently serves on the board of Schneider National, a truckload, intermodal and logistics services provider, and is the Executive Chairman of Harrington Industrial Plastics, a process-solutions provider for corrosive and high-purity water systems. Previously, Mr. Grubbs served as the Chairman of GNAP, a leading specialty abrasives distributor, from 2016 until 2018 when Frontenac sold it to CenterOak Partners. Mr. Grubbs also has significant experience working with private equity firms, both through GNAP and Ohio Transmission Corporation, a leading technical distributor previously held by Irving Place Capital and currently held by Genstar Capital. Mr. Grubbs served as Chairman of Ohio Transmission Corporation from 2013 to 2019. Mr. Grubbs holds a BBA in business administration and marketing from the University of Missouri.

Ms. Ellen Havdala was appointed to our Board of Directors in connection with our initial public offering. Ms. Havdala is a Managing Director with EGI and has worked in a variety of capacities for Mr. Zell’s affiliated companies since 1990. Ms. Havdala serves on the board of Ardent Health Services, a provider of hospital and healthcare services. Ms. Havdala focuses on sourcing potential investment transactions and meeting new capital sources. In addition, Ms. Havdala is responsible for establishing and overseeing the Zell Global Entrepreneurship Network, an organization designed to provide continuing education and mentorship for students and alumni of Mr. Zell’s three entrepreneurship education programs. During Ms. Havdala’s tenure with EGI, she has served on several boards, including SIRVA Worldwide, Inc., a provider of moving and relocation services; Rewards Network, Inc., a dining rewards company; and WRS Holding Company, an environmental construction and remediation company; Mrs. Havdala has also held the roles of Acting Chief Executive Officer at Rewards Network, Executive Vice President at Equity International, and Vice President of Scott Sports Group, Inc. Prior to joining Mr. Zell’s organization, Ms. Havdala was a financial analyst with The First Boston Corporation in New York City. Ms. Havdala graduated magna cum laude with a BA from Harvard College, and earned her Master of Divinity from the University of Chicago in 2016.

~~Mr. Bill~~3 Simon was appointed to our Board of Directors in connection with our initial public offering. Mr. Simon most recently served as Executive Vice President of Walmart and as President and Chief Executive Officer of Walmart U.S. from 2010 to 2014, and he remained a consultant to the firm through February 2015. During his tenure at Walmart, Mr. Simon also served as Executive Vice President and Chief Operating Officer of Walmart U.S. and Executive Vice President of Professional Services and New Business Development. Prior to joining Walmart, Mr. Simon held various roles at Brinker International and spent 25 years in the U.S. Navy and U.S. Navy Reserve. Mr. Simon served on the boards of Anixter, Agrium and Drizly and currently serves on the boards of Darden Restaurants, an American multi-brand restaurant operator of several recognizable brands in full-service dining; Gamestop, an omni-channel video game retailer; and Chico’s, a women’s clothing retailer. Mr. Simon also serves as an advisor to KKR, an investment firm. Since 2015, Mr. Simon has been an adjunct professor at Baylor University, and was a member of the Baylor Board of Regents until June 2020. Mr. Simon received his BA and MBA from the University of Connecticut.

~~Mr. Charles~~Table ~~Swoboda was appointed to our Board~~ of Directors in connection with our initial public offering. Mr. Swoboda is currently the president and CEO of Vast Therapeutics, president of Cape Point Advisors and has served as the innovator-in-resident at Marquette University since 2019. Mr. Swoboda retired as Chairman and CEO of Cree in October of 2017, having led the company through an LED lighting revolution, a period of tremendous technological change within the lighting industry. During Mr. Swoboda’s tenure, Cree grew from just over $6 million in annual revenue in 1993 to more than $1.6 billion in 2016. In 2017, Mr. Swoboda founded Cape Point Advisors, a consulting company focused on innovation and technology disruption. Mr. Swoboda served on the board of Anixter and currently serves on the boards of Lonerider Brewing Company, a craft brewery; Vesper, a provider of MEMS microphones for use in smartphones and other connected devices; and KNOW Bio, a life sciences company in the nitric oxide field focused on a wide array of therapeutic applications. Ernst & Young named Mr. Swoboda Entrepreneur of the Year for the Carolinas in 2010, MIT Technology Review named Cree one of their 50 Smartest Companies for 2014, and Fast Company named Cree one of the World’s 50 Most Innovative Companies in 2015. Mr. Swoboda is the author of “The Innovator’s Spirit: Discover the Mindset to Pursue the Impossible,” a how-to book on innovation. Mr. Swoboda graduated from Marquette University with a BS in Electrical Engineering. Contents

Mr. Bill Simon was appointed to our Board of Directors in connection with our initial public offering. Mr. Simon most recently served as Executive Vice President of Walmart and as President and Chief Executive Officer of Walmart U.S. from 2010 to 2014, and he remained a consultant to the firm through February 2015. As Chief Executive Officer, Mr. Simon was responsible for over $280 billion in revenue and 1.2 million associates. During his tenure at Walmart, Mr. Simon also served as Executive Vice President and Chief Operating Officer of Walmart U.S. and Executive Vice President of Professional Services and New Business ~~Strategy~~Development. He also led the team that created and launched Walmart’s $4 prescription drug program. Mr. Simon is also a passionate supporter of veterans and was instrumental in Walmart’s pledge to hire any returning veteran. Prior to joining Walmart, Mr. Simon held several senior positions: Brinker International, Diageo, CadburySchweppes, PepsiCo and RJR-Nabisco. Mr. Simon served on the boards of Anixter, Agrium, Academy Sports and Outdoors Inc., Drizly, GameStop, and Chico’s and currently serves on the boards of Darden Restaurants, an American multi-brand restaurant operator of several recognizable brands in full-service dining; and Hanesbrands Inc., a multinational clothing company. Mr. Simon also serves as an advisor to KKR, an investment firm. He is also the Founder and President of the investment and consulting firm WSS Venture Holdings. Mr. Simon also served as a Member of the Baylor University Board of Regents as well as Executive in Residence and a member of the Faculty of the Baylor School of Business from 2015-2020.

~~Our~~Mr. ~~business~~Simon ~~strategy is~~also toserved ~~identify~~in ~~and~~the ~~complete~~public ~~our~~sector ~~initial~~as ~~Business~~Secretary ~~Combination~~of ~~with~~the aFlorida ~~company~~Department orof ~~companies~~Management ~~that~~Services ~~can~~appointed ~~benefit~~by ~~from~~Governor ~~our~~Jeb ~~founders’~~Bush. ~~operational~~In ~~and~~this ~~investment~~role, ~~expertise~~Mr. ~~Our~~Simon ~~selection~~was ~~process~~responsible ~~will~~for ~~leverage~~the ~~Messrs. Zell and Galvin~~state’s ~~broad~~operations and ~~deep relationship~~administrative ~~network~~functions, ~~unique~~including ~~industry~~health ~~experiences~~care ~~and~~benefits, ~~deal~~human ~~sourcing~~resources, ~~capabilities~~the toFlorida ~~access~~retirement asystem, ~~broad~~facilities ~~spectrum~~management ofand ~~differentiated~~real ~~opportunities~~estate. This network has been developed through our founders’ demonstrated success both investing in and operating businesses across a variety of industries, developing a distinctive combination of capabilities including:

•Mr. aSimon ~~track~~served ~~record~~25 years in the U.S. Navy and Naval Reserves. While on active duty, he received commendations for combat service in the Grenada conflict as well as for service as part of ~~growing~~a ~~multi~~Multi-~~billion~~National ~~dollar~~Peacekeeping ~~platforms~~force in Beirut, Lebanon. As a reservist, he was the ~~public~~Commanding Officer of a Mobile Mine Assembly Group and ~~private~~Executive ~~markets;~~Officer aboard a Minesweeper.

•Mr. ~~identifying~~Simon ~~potential~~received ~~market~~his ~~dislocations,~~BA ~~including~~and ~~counter-intuitive~~MBA ~~investment~~from ~~opportunities;~~the University of Connecticut.

Mr. Charles Swoboda was appointed to our Board of Directors in connection with our initial public offering. Mr. Swoboda is currently the president and CEO of Vast Therapeutics, president of Cape Point Advisors and has served as the

~~• partnering with management teams and business owners to drive sustainable, long~~innovator-~~term value;~~in-resident

at Marquette University since 2019. Mr. Swoboda retired as Chairman and CEO of Cree in October of 2017, having led the company through an LED lighting revolution, a period of tremendous technological change within the lighting industry. During Mr. Swoboda’s tenure, Cree grew from just over $6 million in annual revenue in 1993 to more than $1.6 billion in 2016. In 2017, Mr. Swoboda founded Cape Point Advisors, a consulting company focused on innovation and technology disruption. Mr. Swoboda served on the board of Anixter and currently serves on the boards of Lonerider Brewing Company, a craft brewery; Vesper, a provider of MEMS microphones; and KNOW Bio, a life sciences company focused on a wide array of therapeutic applications. Ernst & Young named Mr. Swoboda Entrepreneur of the Year for the Carolinas in 2010, MIT Technology Review named Cree one of their 50 Smartest Companies for 2014, and Fast Company named Cree one of the World’s 50 Most Innovative Companies in 2015. Mr. Swoboda is the author of “The Innovator’s Spirit: Discover the Mindset to Pursue the Impossible,” a book on innovation. Mr. Swoboda graduated from Marquette University with a BS in Electrical Engineering.

•Business ~~driving~~Strategy ~~innovation and increasing technology adoption throughout organizations;~~

•Our ~~implementing~~business strategy is to identify and complete our initial Business Combination with a company or companies that can benefit from our founders’ operational ~~improvement~~and ~~initiatives~~investment expertise. Our selection process will leverage Messrs. Zell and ~~executing~~Galvin’s ~~turnarounds;~~broad and deep relationship network, unique industry experiences and deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our founders’ demonstrated success both investing in and operating businesses across a variety of industries, developing a distinctive combination of capabilities including:

• ~~executing~~a ~~transformational~~track ~~and~~record ~~smaller~~of ~~M&A~~growing ~~transactions~~multi-billion dollar platforms in the public and private markets;

• ~~driving~~identifying ~~strategic~~potential ~~capital~~market ~~allocation~~dislocations, ~~decisions~~including atcounter-intuitive ~~the~~investment ~~corporate level~~opportunities;

4• partnering with management teams and business owners to drive sustainable, long-term value;

~~Table~~• ofdriving ~~Contents~~innovation and increasing technology adoption throughout organizations;

• ~~understanding~~implementing ~~public~~operational ~~market~~improvement ~~performance~~initiatives and ~~requirements~~executing turnarounds;

• ~~cultivating~~executing ~~deep~~transformational ~~relationships with sellers, financing providers~~ and ~~target~~smaller ~~management~~M&A ~~teams~~transactions; ~~and~~

• andriving ~~extensive~~strategic ~~history of accessing the~~ capital ~~markets~~allocation ~~across~~decisions ~~various~~at ~~business~~the ~~cycles,~~corporate ~~including financing businesses and assisting companies with transition to public ownership.~~level;

~~Acquisition~~4 ~~Criteria~~

~~Consistent~~Table ~~with~~of our business strategy, we have identified the following general criteria and guidelines we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but given the right opportunity, we may decide to enter into our initial Business Combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe: Contents

• ~~have~~understanding apublic ~~strong~~market ~~competitive~~performance ~~position,~~and ~~in an industry where technology plays an increasingly important role~~requirements;

• ~~have~~cultivating ~~potential~~deep ~~for~~relationships ~~attractive~~with ~~free~~sellers, ~~cash~~financing ~~flow~~providers ~~characteristics~~ and atarget ~~desirable~~management ~~return on capital~~teams; and

• ~~have~~an aextensive ~~strong~~history ~~management~~of ~~team~~accessing ~~that~~the ~~would~~capital ~~benefit~~markets ~~from~~across ~~our~~various ~~network~~business ~~or capabilities~~cycles, ~~such~~including asfinancing ~~additional~~businesses ~~management~~and ~~expertise,~~assisting ~~operational~~companies ~~changes~~with transition to ~~drive~~public ~~improved financial performance, capital structure optimization or acquisition expertise;~~ownership.

•Acquisition ~~are~~Criteria ~~fundamentally sound companies with a proven track record;~~

•Consistent with our business strategy, we have identified the following general criteria and guidelines we believe are important in evaluating prospective target businesses. We will ~~offer~~use anthese ~~attractive~~criteria ~~risk-adjusted~~and ~~return~~guidelines ~~for~~in evaluating acquisition opportunities, but given the right opportunity, we may decide to enter into our ~~shareholders;~~initial Business Combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe:

• ~~can~~have ~~benefit from being~~ a ~~publicly~~strong ~~traded~~competitive ~~company~~position, ~~are~~in ~~prepared~~an toindustry bewhere atechnology ~~publicly~~plays ~~traded~~an ~~company~~increasingly ~~and~~important ~~can utilize access to broader capital markets.~~role;

~~These~~• ~~criteria~~have ~~and~~potential ~~guidelines~~for ~~are~~attractive ~~not~~free ~~intended~~cash toflow becharacteristics ~~exhaustive.~~and ~~Any evaluation relating to the merits of~~ a ~~particular~~desirable ~~initial~~return ~~Business Combination may be based, to the extent relevant,~~ on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines our management may deem relevant. In the event we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial Business Combination, which would be in the form of tender offer documents or proxy solicitation materials we would file with the SEC. capital;

In• ~~addition~~have toa ~~any~~strong ~~potential~~management ~~business~~team ~~candidates~~that wewould ~~may~~benefit ~~identify~~from on our ~~own,~~network weor ~~anticipate other target business candidates will be brought to our attention from various unaffiliated sources~~capabilities, ~~including~~such ~~investment~~as ~~market~~additional ~~participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions. Our~~ management ~~also~~ ~~sees~~expertise, ~~significant~~operational ~~opportunity~~changes to ~~pursue~~drive ~~acquisitions~~improved ~~across~~financial ~~a broader set of industries~~performance, ~~capabilities~~capital ~~and~~structure ~~product~~optimization ~~scope~~or ~~than~~acquisition ~~the activities of our affiliates today.~~ expertise;

~~Initial~~• ~~Business~~are ~~Combination~~fundamentally sound companies with a proven track record;

~~In accordance~~• with the rules of the NYSE, our initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) 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~~offer an ~~opinion~~attractive ~~from~~risk-adjusted anreturn ~~independent~~for investment banking firm 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 intend to purchase multiple businesses in unrelated industries in conjunction with our ~~initial~~shareholders; ~~Business Combination. 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 solely with another blank check company or a similar company with nominal operations.

5• can benefit from being a publicly traded company, are prepared to be a publicly traded company and can utilize access to broader capital markets.

~~Table~~These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of ~~Contents~~a particular initial Business Combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines our management may deem relevant. In the event we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial Business Combination, which would be in the form of tender offer documents or proxy solicitation materials we would file with the SEC.

In addition to any potential business candidates we may identify on our own, we anticipate 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

~~We anticipate structuring our initial Business Combination so that the post~~non-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business 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 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. core

assets or divisions. Our management also sees significant opportunity to pursue acquisitions across a broader set of industries, capabilities and product scope than the activities of our affiliates today.

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

In ~~evaluating~~accordance with the rules of the NYSE, our initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a ~~prospective~~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 ~~expect~~will toobtain ~~conduct~~an aopinion ~~thorough~~from ~~due~~an ~~diligence~~independent ~~review~~investment ~~which~~banking ~~will~~firm ~~encompass,~~or ~~among~~an ~~other~~independent ~~things, meetings~~valuation or appraisal firm with ~~incumbent~~respect ~~management~~to ~~and~~satisfaction ~~employees,~~of ~~document~~such ~~reviews,~~criteria. ~~inspection~~Our ofstockholders ~~facilities,~~may asnot ~~well~~be asprovided with a ~~review~~copy of ~~financial,~~such ~~operational~~opinion nor will they be able to rely on such opinion. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial Business Combination. Subject to this requirement, ~~legal~~our management will have virtually unrestricted flexibility in identifying and ~~other~~selecting ~~information~~one ~~which~~or more prospective businesses, although we will not be ~~made~~permitted ~~available~~ to useffectuate our initial Business Combination solely with another blank check company or a similar company with nominal operations.

~~The~~5 time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another Business Combination.

~~Potential Conflicts~~Table of ~~Interest~~ Contents

We ~~are~~anticipate ~~not~~structuring ~~prohibited~~our ~~from~~initial ~~pursuing~~Business anCombination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial Business Combination ~~with~~such athat the post-transaction company ~~that~~owns isor ~~affiliated~~acquires ~~with~~less ~~our sponsor,~~than ~~officers~~100% of such interests or ~~directors.~~assets Inof the ~~event~~target webusiness ~~seek~~in order to ~~complete~~meet ~~our~~certain ~~initial~~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 ~~with~~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 ~~that~~under isthe ~~affiliated~~Investment ~~with~~Company ~~our~~Act ~~sponsor~~of 1940, ~~officers~~as amended (the “Investment Company Act”). Even if the post-transaction company owns or ~~directors~~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 outstanding capital stock, shares or aother ~~committee~~equity interests of ~~independent~~a ~~directors~~target. In this case, ~~will~~we ~~obtain~~would anacquire ~~opinion~~a ~~from~~100% ~~an independent~~controlling ~~investment~~interest ~~banking~~in ~~firm~~the ortarget. ~~another~~However, ~~valuation~~as ora ~~appraisal~~result ~~firm~~of ~~that~~the ~~commonly~~issuance ~~renders~~of ~~fairness~~a ~~opinions~~substantial ~~that~~number of new shares, our stockholders immediately prior to our initial Business Combination iscould ~~fair~~own less than a majority of our issued and outstanding shares subsequent to our ~~company~~initial ~~from~~Business Combination. If less than 100% of the equity interests or assets of a ~~financial~~target ~~point~~business or businesses are owned or acquired by the post-transaction company, the portion of ~~view~~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.

~~Our~~To ~~founders~~the ~~and~~extent ~~directors~~we ~~directly~~effect orour ~~indirectly~~initial ~~own~~Business ~~founder~~Combination ~~shares~~with ~~and/or~~a ~~private~~company ~~placement~~or ~~warrants~~business ~~and,~~that ~~accordingly,~~ may ~~have~~be afinancially ~~conflict of~~unstable ~~interest~~or in ~~determining~~its ~~whether~~early astages ~~particular~~of ~~target~~development ~~business~~or isgrowth, anwe ~~appropriate~~may ~~business~~be ~~with~~affected ~~which~~by tonumerous ~~effectuate~~risks ~~our~~inherent ~~initial~~in ~~Business~~such ~~Combination.~~company ~~Further,~~or ~~each~~business. ofAlthough our ~~officers~~management ~~and~~will ~~directors~~endeavor ~~may have a conflict of interest with respect~~ to ~~evaluating~~ aevaluate ~~particular Business Combination if~~ the ~~retention~~risks orinherent ~~resignation~~in ~~of any such officers and directors was included by~~ a particular target business, aswe acannot ~~condition~~assure toyou ~~any~~that ~~agreement~~we ~~with~~will ~~respect~~properly toascertain ~~our~~or ~~initial~~assess ~~Business~~all ~~Combination~~significant risk factors.

6In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.

~~Table~~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 ~~Contents~~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.

~~Mr. Bill~~Potential ~~Galvin,~~Conflicts ~~our Chief Executive Officer and a director, is currently restricted by non-compete arrangements with WESCO (as successor-in-interest to Anixter, a distributor~~ of ~~network~~Interest and security solutions, electrical and electronic solutions and utility power solutions), which arrangements will be in effect until June 22, 2022, and which prohibit him from competing with the business of Anixter, its subsidiaries and affiliates. Our Chief Executive Officer is party to non-compete arrangements that will limit the types of companies that we can target for an initial Business Combination, among other restrictions, which could limit our prospects for an initial Business Combination or make us a less attractive buyer to certain target companies.

~~Each~~We ofare ~~our~~not ~~officers~~prohibited ~~and~~from ~~directors~~pursuing ~~presently has,~~an ~~and~~initial ~~any~~Business ofCombination ~~them~~with ina ~~the~~company ~~future~~that ~~may~~is ~~have~~affiliated ~~additional,~~with ~~fiduciary~~our orsponsor, ~~contractual~~officers ~~obligations to other entities pursuant to which such officer~~ or ~~director~~directors. isIn orthe ~~will~~event bewe ~~required~~seek to ~~present~~complete aour initial Business Combination ~~opportunity~~with toa ~~such~~company ~~entities, including~~that asis ~~described~~affiliated ~~above.~~with ~~Accordingly, if any of~~ our ~~founders~~sponsor, officers or directors, ~~becomes~~we, ~~aware~~or of a ~~Business~~committee ~~Combination~~of ~~opportunity~~independent ~~that~~directors, iswill ~~suitable~~obtain ~~for~~ an ~~entity~~opinion tofrom ~~which~~an heindependent orinvestment ~~she~~banking ~~has~~firm ~~then current fiduciary~~ or ~~contractual~~another ~~obligations,~~valuation he or ~~she~~appraisal ~~will~~firm ~~honor~~that ~~his~~commonly orrenders ~~her~~fairness ~~fiduciary~~opinions orthat ~~contractual~~our ~~obligations~~initial ~~to present such~~ Business Combination ~~opportunity~~is fair to ~~such~~our ~~other~~Company ~~entity,~~from ~~subject~~a tofinancial ~~their~~point ~~fiduciary~~of ~~duties under Delaware law~~view.

~~For~~Our ~~more~~founders ~~information~~and directors directly or indirectly own founder shares and/or private placement warrants and, ~~see~~accordingly, ~~“Item~~may 10have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination. ~~Directors~~Further, ~~Executive~~each ~~Officers~~of our officers and ~~Corporate~~directors ~~Governance—Conflicts~~may have a conflict of ~~Interest~~interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination.”

~~Redemption~~6 ~~Rights for Public Stockholders upon Completion of our initial Business Combination~~

InTable identifying, evaluating and selecting a target business for our initial Business Combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, 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. Contents

Mr. Bill Galvin, our Chief Executive Officer and a director, is currently restricted by

~~Limitations on Redemptions~~ non-compete

arrangements with WESCO (as

~~Our amended and restated certificate of incorporation provides that~~ successor-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. -interest

to Anixter, a distributor of network and security solutions, electrical and electronic solutions and utility power solutions), which arrangements will be in effect until June 22, 2022, and which prohibit him from competing with the business of Anixter, its subsidiaries and affiliates. Our Chief Executive Officer is party to

~~Manner of Conducting Redemptions~~ non-compete

arrangements that will limit the types of companies that we can target for an initial Business Combination, among other restrictions, which could limit our prospects for an initial Business Combination or make us a less attractive buyer to certain target companies.

WeEach ~~provide~~of our ~~public~~officers ~~stockholders~~and ~~with~~directors ~~the~~presently ~~opportunity~~has, toand ~~redeem~~any ~~all or a portion~~ of ~~their~~them ~~public~~in ~~shares upon~~ the ~~completion~~ offuture ~~our~~may ~~initial~~have ~~Business~~additional, ~~Combination~~fiduciary ~~either~~or ~~(i) in~~contractual ~~connection~~obligations ~~with~~to aother ~~stockholder~~entities ~~meeting~~pursuant ~~called~~ to ~~approve~~which ~~the~~such ~~business~~officer ~~combination~~ or ~~(ii) by~~director ~~means~~is ofor awill ~~tender~~be ~~offer.~~required ~~The decision as~~ to ~~whether~~present ~~we will seek stockholder approval of~~ a ~~proposed~~Business ~~business~~Combination ~~combination~~opportunity orto ~~conduct~~such aentities, ~~tender~~including ~~offer~~as ~~will~~described beabove. ~~made by us~~Accordingly, ~~solely~~if inany of our ~~discretion~~founders, ~~and~~officers ~~will~~or bedirectors ~~based~~becomes onaware ~~a variety~~ of ~~factors~~a ~~such~~Business asCombination ~~the~~opportunity ~~timing~~that ofis ~~the~~suitable ~~transaction~~for ~~and~~an ~~whether~~entity ~~the~~to ~~terms~~which ofhe ~~the~~or ~~transaction~~she ~~would~~has ~~require~~then uscurrent ~~to seek~~fiduciary ~~stockholder~~or ~~approval~~contractual ~~under~~obligations, ~~applicable~~he ~~law~~ or ~~stock~~she ~~exchange~~will ~~listing~~honor ~~requirement~~his or ~~whether~~her wefiduciary ~~were~~or ~~deemed~~contractual obligations to bepresent asuch ~~foreign~~Business ~~private~~Combination ~~issuer~~opportunity ~~(which~~to ~~would~~such ~~require~~other aentity, ~~tender~~subject ~~offer~~to ~~rather~~their ~~than~~fiduciary ~~seeking~~duties ~~stockholder approval~~ under ~~SEC~~Delaware ~~rules)~~law. ~~Asset acquisitions and share purchases would not typically~~

7For more information, see “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest.”

~~Table~~Redemption Rights for Public Stockholders upon Completion of ~~Contents~~our initial Business Combination

~~require~~In ~~stockholder~~identifying, ~~approval~~evaluating ~~while~~and ~~direct~~selecting ~~mergers~~a ~~with~~target business for our ~~company~~initial ~~where~~Business Combination, we domay ~~not~~encounter ~~survive~~intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and ~~any~~leveraged ~~transactions~~buyout ~~where~~funds, wepublic ~~issue~~companies ~~more~~and ~~than~~operating ~~20%~~businesses ofseeking ~~our~~strategic ~~shares~~acquisitions. Many of ~~outstanding~~these ~~common~~entities ~~stock~~are orwell ~~seek~~established ~~to amend~~and ~~our~~have ~~amended~~extensive experience identifying and ~~restated~~effecting ~~certificate~~business ofcombinations ~~incorporation~~directly ~~requires~~or ~~stockholder~~through ~~approval~~affiliates. WeMoreover, ~~currently~~many ~~intend~~of tothese ~~conduct~~competitors ~~redemptions~~possess ingreater ~~connection~~financial, ~~with~~technical, ahuman ~~stockholder~~and ~~vote~~other ~~unless~~resources ~~stockholder~~than ~~approval~~us. isOur ~~not~~ability ~~required~~to byacquire ~~applicable~~larger ~~law~~target orbusinesses ~~stock exchange~~will ~~listing~~be ~~requirement~~limited ~~and~~by weour ~~choose~~available tofinancial ~~conduct~~resources. ~~redemptions~~This ~~pursuant~~inherent tolimitation ~~the~~gives ~~tender~~others ~~offer~~an ~~rules~~advantage ofin pursuing the ~~SEC~~acquisition ~~for~~of a target business. orFurthermore, ~~other~~our ~~legal~~obligation ~~reasons.~~to Sopay ~~long~~cash asin weconnection ~~obtain~~with ~~and~~our ~~maintain~~public astockholders ~~listing~~who exercise their redemption rights may reduce the resources available to us for our ~~securities~~initial onBusiness Combination and our outstanding warrants, and the ~~NYSE~~future dilution they potentially represent, wemay ~~will~~not be ~~required~~viewed ~~to comply~~favorably ~~with~~by ~~the~~certain ~~NYSE~~target ~~rules~~businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.

IfLimitations weon ~~held~~Redemptions ~~a stockholder vote to approve our initial Business Combination, we will, pursuant to our amended and restated certificate of incorporation:~~

•Our ~~conduct~~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 ~~redemptions~~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 ~~conjunction~~accordance with athe ~~proxy~~terms ~~solicitation~~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 ~~Regulation~~the ~~14A~~terms of the ~~Exchange~~proposed ~~Act,~~business ~~which~~combination ~~regulates~~exceed the ~~solicitation~~aggregate amount of ~~proxies~~cash available to us, ~~and~~we will not ~~pursuant~~complete to the ~~tender~~business ~~offer~~combination ~~rules;~~or redeem any shares, and all Class A common stock submitted for redemption will be returned to the holders thereof.

•Manner ~~file~~of ~~proxy~~Conducting ~~materials~~Redemptions ~~with the SEC.~~

InWe provide our public stockholders with the ~~event~~opportunity ~~that~~to weredeem ~~seek~~all ~~stockholder~~or ~~approval~~a portion of their public shares upon the completion of our initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will ~~distribute~~seek ~~proxy~~stockholder ~~materials~~approval ~~and~~of a proposed business combination or conduct a tender offer will be made by us, solely in ~~connection therewith~~our discretion, ~~provide~~and ~~our~~will ~~public~~be ~~stockholders~~based ~~with~~on a variety of factors such as the ~~redemption~~timing ~~rights~~of ~~described~~the ~~above~~transaction ~~upon~~and ~~completion~~whether the terms of the ~~initial~~transaction ~~Business~~would ~~Combination~~require us to seek stockholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking stockholder approval under SEC rules). Asset acquisitions and share purchases would not typically

If7 we seek stockholder approval, we will complete our initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. A quorum for such meeting will consist of the holder present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the terms of a letter agreement entered into with us, our sponsor and members of our management team have agreed to vote their founder shares and any public shares purchased during or after our initial public offering, in favor of our initial Business Combination. For purposes of seeking approval of the majority of our outstanding shares of common 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 15,525,001, or 37.5%, of the 41,400,000 public shares sold in our initial 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 a letter agreement 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 amended and restated 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 24 months from the closing of our initial public offering.

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

•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 shares of outstanding common stock or seek to amend our amended and restated certificate of incorporation requires stockholder approval. We currently intend to conduct ~~the~~redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to ~~Rule~~the ~~13e-4~~tender ~~and~~offer ~~Regulation~~rules ~~14E~~ of the ~~Exchange~~SEC ~~Act,~~for ~~which~~business ~~regulate~~or ~~issuer~~other ~~tender~~legal ~~offers;~~reasons. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE rules.

•If ~~file~~we ~~tender~~held ~~offer~~a ~~documents~~stockholder ~~with~~vote ~~the SEC prior~~ to ~~completing~~approve our initial Business Combination, ~~which~~we ~~contain~~will, ~~substantially~~pursuant ~~the~~to ~~same~~our ~~financial~~amended and ~~other~~restated ~~information~~certificate ~~about the initial Business Combination and the redemption rights as is required under Regulation 14A~~ of ~~the~~incorporation: ~~Exchange Act, which regulates the solicitation of proxies.~~

8• 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

~~Table~~• offile ~~Contents~~proxy materials with the SEC.

~~Upon~~In the ~~public~~event ~~announcement~~that we seek stockholder approval of our initial Business Combination, we ~~or our sponsor~~ will ~~terminate~~ ~~any~~distribute ~~plan~~proxy ~~established~~materials inand, ~~accordance with Rule 10b5-1 to purchase Class A common stock~~ in ~~the~~connection ~~open~~therewith, ~~market~~provide ~~if we elect to redeem~~ our public ~~shares~~stockholders ~~through~~with athe ~~tender~~redemption ~~offer,~~rights todescribed ~~comply~~above ~~with~~upon ~~Rule 14e-5~~completion ~~under~~of the ~~Exchange~~initial ~~Act~~Business Combination.

If we seek stockholder approval, we will complete our initial Business Combination only if a majority of the outstanding shares of common stock voted 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 the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the terms of a letter agreement entered into with us, our sponsor and members of our management team have agreed to vote their founder shares and any public shares purchased during or after our initial public offering, in favor of our initial Business Combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted,

~~In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e~~non-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering 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. 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 15,525,001, or 37.5%, of the 41,400,000 public shares sold in our initial 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 a letter agreement 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 amended and restated 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 24 months from the closing of our initial public offering.

~~Our~~If, ~~amended and~~however, ~~restated~~stockholder ~~certificate~~approval 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~~transaction ~~“penny stock”~~is ~~rules).~~required ~~Redemptions~~by oflaw ~~our public shares may also be subject to a higher net tangible asset test~~ or ~~cash~~stock ~~requirement~~exchange ~~pursuant~~listing ~~to an agreement relating to our initial Business Combination. For example~~requirement, ~~the proposed business combination may require: (i) cash consideration to be paid to the target~~ or ~~its~~we ~~owners,~~decide ~~(ii) cash~~ to beobtain ~~transferred~~stockholder toapproval ~~the target~~ for ~~working~~business ~~capital~~ or other ~~general~~legal ~~corporate~~reasons, ~~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~~will, bepursuant ~~required~~ to ~~pay for all shares of~~ our ~~Class A~~amended 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~~restated ~~shares~~certificate of ~~our Class A~~incorporation: ~~common stock submitted for redemption will be returned to the holders thereof.~~

~~Limitation~~• onconduct ~~Redemption~~the ~~upon~~redemptions ~~Completion~~pursuant to Rule 13e-4 and Regulation 14E of ~~Our~~the ~~initial Business~~Exchange ~~Combination~~Act, Ifwhich Weregulate ~~Seek~~issuer ~~Stockholder~~tender ~~Approval~~offers; and

~~Notwithstanding~~• ~~the~~file ~~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,~~documents ~~our amended and restated certificate of incorporation provides that a public stockholder, together~~ with ~~any~~ ~~affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of~~ the ~~Exchange~~SEC ~~Act),~~prior ~~will be restricted from seeking redemption rights with respect~~ to ~~the~~ ~~Excess~~completing Shares (as defined below). We believe this restriction discourages 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~~initial toBusiness ~~purchase~~Combination ~~their~~which ~~shares~~contain atsubstantially ~~a significant premium to~~ the ~~then-current~~same ~~market~~financial ~~price~~and ~~or on~~ other ~~undesirable~~information ~~terms.~~about ~~Absent this provision, a public stockholder holding more than an aggregate of 15% of~~ the ~~shares sold in our~~ initial ~~public~~Business ~~offering~~Combination ~~could~~and ~~threaten~~the ~~to exercise its~~ redemption rights ifas ~~such~~is ~~holder’s~~required ~~shares~~under ~~are~~Regulation ~~not~~14A ~~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~~Exchange ~~sold in our initial public offering without our prior consent~~Act, wewhich ~~believe~~regulates ~~we will limit~~ the ~~ability~~solicitation 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 cashproxies.

~~However,~~8 ~~we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial Business Combination.~~

~~Tendering~~Table ~~Share~~of ~~Certificates in Connection with a Tender Offer or Redemption Rights~~ Contents

Upon the public announcement of our initial Business Combination, we or our sponsor will terminate any plan established in accordance with

Public stockholders 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 agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, 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 in connection with our initial Business Combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in 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

9 Rule 14e-5

under the Exchange Act.

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

~~Table of Contents~~Rule 14e-1(a)

under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering 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.

~~order~~Our toamended ~~validly~~and restated certificate of incorporation provides that in no event will we redeem ~~its~~our public shares. ~~Accordingly,~~in aan ~~public~~amount ~~stockholder~~that would ~~have~~cause ~~from~~our ~~the~~net ~~time~~tangible weassets ~~send~~to ~~out~~be ~~our~~less ~~tender~~than ~~offer~~$5,000,001 ~~materials~~(so ~~until~~that we are not subject to the ~~close~~SEC’s “penny stock” rules). Redemptions of ~~the~~our ~~tender~~public ~~offer~~shares ~~period,~~may also be subject to a higher net tangible asset test or upcash requirement pursuant to ~~two~~an ~~days prior~~agreement relating to ~~the~~our initial ~~vote~~Business onCombination. For example, the ~~Business~~proposed ~~Combination~~business ifcombination wemay ~~distribute~~require: ~~proxy~~(i) cash ~~materials,~~consideration asto ~~applicable,~~be paid to ~~tender~~the target or its ~~shares~~owners, if(ii) cash itto ~~wishes~~be transferred to ~~seek~~the target for working capital or other general corporate purposes or (iii) the retention of cash to ~~exercise~~satisfy ~~its~~other ~~redemption~~conditions ~~rights~~in accordance with the terms of the proposed business combination. ~~Given~~In the ~~relatively~~event ~~short~~the ~~period~~aggregate incash ~~which~~consideration we would be required to ~~exercise~~pay ~~redemption rights,~~for itall isshares ~~advisable~~of our Class A common stock that are validly submitted for ~~stockholders~~redemption plus any amount required to ~~use~~satisfy ~~electronic~~cash ~~delivery~~conditions pursuant to the terms of ~~their~~the ~~public~~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.

~~There~~Limitation 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 toRedemption ~~the~~upon ~~redeeming~~Completion ~~holder. However, this fee would be incurred regardless~~ of ~~whether~~Our orinitial ~~not~~Business weCombination ~~require~~If ~~holders~~We ~~seeking~~Seek toStockholder ~~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.~~

~~The~~Notwithstanding the foregoing, ~~is different~~if ~~from~~we ~~the~~seek ~~procedures~~stockholder ~~used~~approval byof ~~many~~our ~~blank~~initial ~~check~~Business ~~companies.~~Combination Inand ~~order~~we todo ~~perfect~~not ~~redemption~~conduct ~~rights~~redemptions in connection with ~~their~~our ~~business~~initial ~~combinations,~~Business ~~many~~Combination ~~blank~~pursuant ~~check~~to ~~companies~~the ~~would~~tender ~~distribute~~offer ~~proxy~~rules, ~~materials~~our ~~for~~amended ~~the~~and ~~stockholders’~~restated ~~vote~~certificate onof ~~an initial~~incorporation ~~Business~~provides ~~Combination~~that a public stockholder, ~~and~~together awith ~~holder~~any ~~could~~affiliate ~~simply~~of ~~vote~~such ~~against~~stockholder aor ~~proposed~~any ~~business~~other ~~combination~~person ~~and~~with ~~check~~whom such stockholder is acting in concert or as a ~~box~~“group” on(as defined under Section 13 of the ~~proxy~~Exchange ~~card~~Act), ~~indicating~~will ~~such~~be ~~holder~~restricted ~~was~~from seeking redemption rights with respect to ~~exercise~~the ~~his~~Excess orShares ~~her~~(as ~~redemption~~defined ~~rights~~below). ~~After~~We ~~the~~believe ~~business~~this ~~combination~~restriction ~~was approved~~discourages stockholders from accumulating large blocks of shares, ~~the~~and ~~company~~subsequent ~~would~~attempts ~~contact~~by such ~~stockholder~~holders to ~~arrange~~use ~~for~~their ~~him~~ability orto ~~her~~exercise their redemption rights against a proposed business combination as a means to ~~deliver~~force ~~his~~us or ~~her~~our ~~certificate~~management to ~~verify~~purchase ~~ownership.~~their Asshares at a ~~result,~~significant ~~the~~premium ~~stockholder~~to the then-current ~~had~~market anprice ~~“option~~or ~~window”~~on ~~after~~other ~~the~~undesirable ~~completion~~terms. ofAbsent ~~the~~this ~~business~~provision, ~~combination during~~a ~~which~~public hestockholder orholding ~~she~~more ~~could~~than ~~monitor~~an ~~the~~aggregate ~~price~~of 15% of the ~~company’s~~ shares sold in ~~the~~our ~~market.~~initial Ifpublic ~~the~~offering ~~price~~could ~~rose~~threaten ~~above~~to ~~the~~exercise its redemption ~~price,~~rights heif orsuch ~~she~~holder’s ~~could~~shares ~~sell~~are ~~his~~not purchased by us, our sponsor or ~~her~~our ~~shares~~management inat a premium to the ~~open~~then-current market ~~before~~price ~~actually~~or ~~delivering~~on ~~his~~other orundesirable ~~her~~terms. ~~shares~~By tolimiting ~~the company~~our ~~for~~stockholders’ ~~cancellation.~~ability Asto aredeem ~~result,~~no ~~the~~more ~~redemption~~than ~~rights,~~15% toof ~~which~~the ~~stockholders~~shares ~~were~~sold ~~aware~~in ~~they~~our ~~needed~~initial topublic ~~commit~~offering ~~before~~without ~~the~~our ~~general~~prior ~~meeting~~consent, ~~would~~we ~~become~~believe ~~“option”~~we ~~rights~~will ~~surviving~~limit ~~past~~ the ~~completion~~ability of ~~the~~a ~~business~~small ~~combination~~group ~~until the~~of ~~redeeming~~stockholders ~~holder~~to ~~delivered~~unreasonably ~~its~~attempt ~~certificate.~~to ~~The~~block ~~requirement~~our ~~for~~ability ~~physical~~to orcomplete ~~electronic~~our ~~delivery~~initial ~~prior~~Business toCombination, ~~the~~particularly ~~meeting~~in ~~ensures~~connection with a business combination with a target that requires as a ~~redeeming~~closing ~~stockholder’s~~condition ~~election~~that towe ~~redeem~~have isa ~~irrevocable~~minimum ~~once~~net ~~the~~worth ~~business~~or ~~combination~~a iscertain ~~approved~~amount of cash.

~~Any request to redeem such shares~~However, ~~once~~we ~~made,~~would ~~may~~not be ~~withdrawn~~restricting atour ~~any~~stockholders’ ~~time~~ability up to ~~two business days prior to the~~ vote onall ~~the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder~~ of atheir ~~public~~shares 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~~including orExcess ~~electronically~~Shares). Itfor isor ~~anticipated~~against ~~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.

IfTendering ~~our~~Share ~~initial~~Certificates ~~Business~~in ~~Combination~~Connection iswith ~~not approved~~a orTender ~~completed~~Offer ~~for~~or ~~any~~Redemption ~~reason,~~Rights then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

IfPublic stockholders 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 ~~initial~~transfer ~~proposed~~agent ~~business combination~~prior isto ~~not~~the ~~completed~~date set forth in the proxy solicitation or tender offer materials, weas ~~may~~applicable, ~~continue~~mailed to ~~try~~such holders, or to ~~complete~~deliver atheir shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up to two business ~~combination~~days ~~with~~prior ato ~~different~~the ~~target~~initially ~~until~~scheduled ~~24 months~~vote ~~from~~to approve the ~~closing~~Business Combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial ~~public~~Business ~~offering.~~Combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in

~~Redemption~~9 ~~of Public Shares and Liquidation if no initial Business Combination~~

~~Our~~Table sponsor, officers and directors have agreed that we will have only 24 months from our initial public offering to complete an initial Business Combination. If we have not completed an initial Business Combination within 24 months from the closing of our initial public offering, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, 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 up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we do not complete an initial Business Combination within 24 months from the closing of our initial public offering. Contents

10order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two 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 rights. Given the relatively short period in which to exercise redemption rights, it is advisable for stockholders to use electronic delivery of their public shares.

~~Table~~There is a nominal cost associated with the above-referenced tendering process and the act of ~~Contents~~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 to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

~~Our~~The ~~sponsor~~foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, ~~directors~~many blank check companies would distribute proxy materials for the stockholders’ vote on an initial Business Combination, and ~~each~~a ~~member~~holder ofcould ~~our~~simply ~~management~~vote ~~team~~against ~~have~~a ~~entered~~proposed ~~into~~business combination and check a ~~letter agreement~~box ~~with~~on ~~us,~~the ~~pursuant~~proxy card indicating such holder was seeking to ~~which~~exercise ~~they~~his ~~have~~or ~~waived~~her ~~their~~redemption rights. toAfter ~~liquidating~~the ~~distributions~~business ~~from~~combination was approved, the ~~trust~~company ~~account~~would ~~with~~contact ~~respect~~such stockholder to ~~their~~arrange ~~founder~~for ~~shares~~him ifor weher doto ~~not~~deliver ~~complete~~his or her certificate to verify ownership. As a result, the stockholder then had an ~~initial~~“option ~~Business~~window” ~~Combination~~after ~~within~~the ~~24 months~~completion ~~from~~of the ~~closing~~ business combination during which he or she could monitor the price of ~~our~~the ~~initial~~company’s ~~public~~shares ~~offering~~in the market. ~~However,~~If ifthe ~~our~~price ~~sponsor~~rose above the redemption price, ~~director~~he or ~~members~~she ofcould ~~our~~sell ~~management~~his ~~team~~or ~~acquire~~her ~~public~~ shares in the open market before actually delivering his or ~~after~~her ~~our~~shares ~~initial~~to ~~public~~the ~~offering~~company for cancellation. As a result, ~~they~~the ~~will~~redemption berights, ~~entitled~~to which stockholders were aware they needed to ~~liquidating~~commit ~~distributions~~before ~~from~~the general meeting, would become “option” rights surviving past the ~~trust~~completion ~~account~~of ~~with~~the ~~respect to~~business ~~such~~combination ~~public~~until ~~shares~~the ifredeeming weholder dodelivered ~~not~~its ~~complete~~certificate. anThe ~~initial~~requirement ~~Business~~for ~~Combination~~physical ~~within~~or ~~24 months~~electronic ~~from~~delivery prior to the ~~closing~~meeting ofensures ~~our~~that ~~initial~~a ~~public~~redeeming ~~offering~~stockholder’s election to redeem is irrevocable once the business combination is approved.

~~Our~~Any ~~sponsor,~~request ~~executive~~to ~~officers~~redeem ~~and~~such ~~directors have agreed~~shares, ~~pursuant~~once ~~to a written agreement with us~~made, ~~that~~may ~~they~~be ~~will~~withdrawn ~~not~~at ~~propose~~ any ~~amendment to~~time ~~our~~up ~~amended~~to ~~and~~two ~~restated~~business ~~certificate~~days ofprior ~~incorporation~~to ~~that~~the ~~would~~vote ~~affect~~on the ~~substance~~proposal ~~or timing of our obligation~~ to ~~allow~~approve ~~redemption~~the inbusiness ~~connection~~combination, ~~with~~unless ~~our~~otherwise ~~initial~~agreed ~~Business Combination or~~ to ~~redeem~~by ~~100%~~us. ofFurthermore, ~~our public shares~~ if wea doholder ~~not complete an initial Business Combination within 24 months from the closing~~ of ~~our~~a ~~initial~~ public ~~offering,~~share ~~unless~~delivered weits ~~provide~~certificate ~~our~~in ~~public~~connection ~~stockholders~~ with ~~the~~an ~~opportunity~~election ~~to redeem their public shares upon approval~~ of ~~any~~redemption ~~such~~rights ~~amendment~~and atsubsequently adecides ~~per-share~~prior ~~price, payable in cash, equal~~ to the ~~aggregate~~applicable ~~amount~~date ~~then on deposit in the trust account, including interest earned on the funds held in the trust account and~~ not ~~previously released~~ to uselect to ~~pay~~exercise ~~our taxes,~~such ~~if any (less up to $100~~rights,~~000~~ ofsuch ~~interest~~holder ~~to pay dissolution expenses) divided by the number of the then outstanding public shares. However, we~~ may ~~not~~simply ~~redeem~~request ~~our public shares in an amount~~ that ~~would~~the ~~cause~~transfer ~~our~~agent ~~net~~return ~~tangible~~the ~~assets~~certificate ~~to be less than $5,000,001~~ (sophysically ~~that~~or ~~we are not subject to the SEC’s “penny stock” rules~~electronically). IfIt ~~this optional redemption right~~ is ~~exercised~~anticipated ~~with respect to an excessive number of public shares such~~ that ~~we cannot satisfy~~ the ~~net~~funds ~~tangible~~to ~~asset requirement,~~be wedistributed ~~would~~to ~~not~~holders ~~proceed with the amendment or the related redemption~~ of our public shares atelecting ~~such~~to ~~time.~~redeem ~~This~~their ~~redemption~~shares ~~right~~will ~~shall~~be ~~apply~~distributed inpromptly ~~the~~after ~~event of~~ the ~~approval~~completion of ~~any such amendment, whether proposed by~~ our ~~sponsor,~~initial ~~any~~Business ~~executive officer, director or director nominee, or any other person~~Combination.

WeIf ~~expect~~our ~~that~~initial ~~all~~Business ~~costs~~Combination ~~and~~is ~~expenses~~not ~~associated~~approved ~~with~~or ~~implementing~~completed ~~our~~for ~~plan of~~any ~~dissolution~~reason, asthen ~~well~~our aspublic ~~payments~~stockholders towho ~~any~~elected ~~creditors,~~to ~~will~~exercise betheir ~~funded~~redemption ~~from~~rights ~~amounts~~would ~~remaining~~not ~~out~~be ofentitled ~~the~~to ~~approximately~~redeem ~~$1,000,000~~their ofshares ~~proceeds~~for ~~held outside~~ the ~~trust~~applicable ~~account~~pro rata ~~plus~~share ~~up to $100,000~~ of ~~funds from~~ the trust account. ~~available~~In tosuch uscase, towe ~~pay dissolution~~will ~~expenses,~~promptly ~~although~~return weany ~~cannot~~certificates ~~assure~~delivered ~~you~~by ~~that~~public ~~there~~holders ~~will~~who beelected ~~sufficient~~to ~~funds~~redeem ~~for~~their ~~such purpose~~shares.

If ~~we were to expend all of the net proceeds of~~ our initial ~~public~~proposed ~~offering~~business ~~and~~combination ~~the~~is ~~sale~~not ~~of the private placement warrants~~completed, ~~other~~we ~~than~~may ~~the~~continue ~~proceeds~~to ~~deposited~~try in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to ~~the~~complete ~~claims~~a ofbusiness ~~our~~combination ~~creditors which~~with ~~would~~a ~~have~~different ~~higher~~target ~~priority~~until ~~than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00. Under Section~~24 ~~281(b)~~months offrom the ~~DGCL,~~closing ~~our plan~~ of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our ~~remaining~~initial ~~assets~~public ~~to our stockholders~~offering. ~~While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.~~

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

Our sponsor, officers and directors have agreed that we will have only 24 months from our initial public offering to complete an initial Business Combination. If we have not completed an initial Business Combination within 24 months from the closing of our initial public offering, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

11 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 up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we do not complete an initial Business Combination within 24 months from the closing of our initial public offering.

~~Table~~10 ~~of Contents~~

~~consultants~~Table that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Credit Suisse will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), 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) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per 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 underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such 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 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. Contents

InOur ~~the~~sponsor, ~~event~~directors ~~that~~and ~~the~~each ~~proceeds~~member ~~in the trust account are reduced below the lesser~~ of ~~(i) $10.00~~our ~~per~~management ~~public~~team ~~share~~have ~~and~~entered ~~(ii) the~~into ~~actual amount~~a ~~per~~letter ~~public~~agreement ~~share~~with ~~held~~us, inpursuant ~~the~~to ~~trust~~which ~~account~~they ashave ofwaived ~~the~~their ~~date~~rights ofto ~~the~~liquidating ~~liquidation~~distributions offrom the trust account ifwith ~~less~~respect ~~than~~to ~~$10.00~~their ~~per~~founder ~~share,~~shares ~~due~~if towe ~~reductions~~do innot ~~the~~complete ~~value~~an ofinitial ~~the~~Business ~~trust~~Combination ~~assets,~~within in24 months ~~each~~from ~~case~~the ~~net~~closing of ~~the~~our ~~interest~~initial ~~which~~public ~~may~~offering. ~~be withdrawn to pay our taxes~~However, if ~~any, and~~ our sponsor, ~~asserts~~director ~~that it is unable to satisfy its indemnification obligations~~ or ~~that~~members ~~they~~of ~~have no indemnification obligations related to a particular claim,~~ our ~~independent~~management ~~directors~~team ~~would~~acquire ~~determine~~public ~~whether~~shares toin ~~take legal~~or ~~action~~after ~~against~~ our ~~sponsor~~initial topublic ~~enforce~~offering, ~~its~~they ~~indemnification~~will ~~obligations.~~be ~~While~~entitled ~~we currently expect that our independent directors would take legal action on our behalf against our sponsor~~ to ~~enforce~~liquidating ~~its~~distributions ~~indemnification~~from ~~obligations~~the totrust ~~us,~~account itwith ~~is possible~~respect ~~that our independent directors in exercising their business judgment may choose not~~ to dosuch sopublic inshares ~~any~~if ~~particular instance. Accordingly,~~ we ~~cannot~~do ~~assure~~not ~~you~~complete ~~that~~an ~~due~~initial toBusiness ~~claims~~Combination ofwithin ~~creditors~~24 months from the ~~actual~~closing ~~value~~ of ~~the~~our ~~per-share~~initial ~~redemption~~public ~~price will not be less than $10~~offering.00 ~~per share.~~

Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete an initial Business Combination within 24 months from the closing of our initial public offering, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,000,000 from the proceeds of our 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. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. 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 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 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). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not 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 such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.

~~Under~~We ~~the~~expect ~~DGCL,~~that ~~stockholders~~all ~~may~~costs beand ~~held~~expenses ~~liable~~associated ~~for~~with ~~claims~~implementing byour ~~third~~plan ~~parties against a corporation to the extent~~ of ~~distributions received by them in a~~ dissolution., ~~The~~as ~~pro rata~~well ~~portion~~as ofpayments ~~our~~to ~~trust~~any ~~account~~creditors, ~~distributed~~will tobe ~~our~~funded ~~public~~from ~~stockholders~~amounts ~~upon~~remaining ~~the~~out ~~redemption~~ of ~~our public shares in~~ the ~~event~~approximately we$1,000,000 doof ~~not~~proceeds ~~complete~~held ~~our~~outside ~~initial~~the ~~Business Combination~~trust ~~within~~account ~~24 months~~plus ~~from~~up ~~the~~to ~~closing~~$100,000 of ~~our~~funds ~~initial~~from ~~public offering may be considered a liquidating distribution under Delaware law. If~~ the ~~corporation~~trust ~~complies~~account ~~with~~available ~~certain~~to ~~procedures~~us ~~set~~to ~~forth~~pay indissolution ~~Section 280~~expenses, ofalthough ~~the~~we ~~DGCL~~cannot ~~intended to~~assure ~~ensure~~you that itthere ~~makes~~will ~~reasonable~~be ~~provision~~sufficient funds for ~~all~~such ~~claims~~purpose. ~~against it, including a 60-day notice~~

If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the

12 per-share

redemption amount received by stockholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual

~~Table of Contents~~per-share

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

~~period~~Although ~~during~~we ~~which~~will ~~any~~seek ~~third-party~~to ~~claims~~have ~~can~~all bevendors, ~~brought~~service ~~against~~providers ~~the~~(other ~~corporation~~than our independent auditors), aprospective ~~90-day~~target ~~period~~businesses ~~during~~and other entities with which ~~the~~we ~~corporation~~do ~~may~~business ~~reject~~execute agreements with us waiving any ~~claims brought~~right, ~~and~~title, aninterest ~~additional~~or ~~150-day~~claim ~~waiting~~of ~~period~~any ~~before~~kind in or to any ~~liquidating~~monies ~~distributions~~held ~~are~~in ~~made~~the totrust ~~stockholders,~~account ~~any~~for ~~liability~~the benefit of our public stockholders, ~~with~~there ~~respect~~is tono aguarantee ~~liquidating~~that ~~distribution~~they iswill execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to ~~the lesser~~fraudulent inducement, breach of ~~such~~fiduciary ~~stockholder’s~~responsibility ~~pro rata~~or ~~share~~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 oragainst our assets, including the ~~amount~~funds ~~distributed~~held in the trust account. If any third party refuses to execute an agreement waiving such claims to the ~~stockholder~~monies held in the trust account, ~~and~~our ~~any~~management ~~liability~~will perform an analysis of the ~~stockholder~~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 ~~barred~~significantly ~~after~~more ~~the~~beneficial ~~third~~to ~~anniversary~~us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the ~~dissolution.~~engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other

~~Furthermore,~~11 if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial Business Combination within 24 months from the closing of our initial public offering, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our initial Business Combination within 24 months from the closing of our initial public offering, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, 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 24th month and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

~~Because~~Table ~~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) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. Contents

Ifconsultants wethat ~~file~~would agree to execute a ~~bankruptcy~~waiver or ~~winding-up~~in ~~petition~~cases orwhere anmanagement ~~involuntary~~is ~~bankruptcy~~unable orto ~~winding-up~~find ~~petition~~a isservice ~~filed~~provider ~~against~~willing usto ~~that~~execute isa waiver. Credit Suisse will not ~~dismissed,~~execute agreements with us waiving such claims to the ~~proceeds~~monies held in the trust account. ~~could~~In beaddition, ~~subject~~there is no guarantee that such entities will agree to ~~applicable~~waive ~~bankruptcy~~any claims they may have in the future as a result of, or ~~insolvency~~arising ~~law~~out of, any negotiations, contracts or agreements with us and ~~may~~will benot ~~included~~seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our ~~bankruptcy~~sponsor ~~estate~~has agreed that it will be liable to us if and ~~subject~~ to the extent any claims ofby a third ~~parties~~party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with ~~priority~~which ~~over~~we have discussed entering into a transaction agreement, reduce the ~~claims~~amounts ofin ~~our~~the ~~stockholders~~trust account to below the lesser of (i) $10.00 Toper public share and (ii) the ~~extent~~actual ~~any~~amount ~~bankruptcy~~per ~~claims~~public ~~deplete~~share held in the trust account, weas ~~cannot~~of ~~assure~~the ~~you~~date weof ~~will~~the beliquidation ~~able~~of tothe ~~return~~trust account if less than $10.00 per share, due to ~~our~~reductions ~~public~~in ~~stockholders. Additionally~~the value of the trust assets, in each case net of the interest that may be withdrawn to pay our taxes, if weany, ~~file~~provided that such liability will not apply to any claims by a ~~bankruptcy~~third party or ~~winding-up~~prospective ~~petition~~target orbusiness anthat ~~involuntary~~executed ~~bankruptcy~~a orwaiver ~~winding-up~~of ~~petition~~any isand ~~filed~~all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against uscertain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is ~~not~~deemed ~~dismissed~~to be unenforceable against a third party, our sponsor will not be responsible to the extent of any ~~distributions~~ ~~received~~liability byfor ~~stockholders~~such ~~could~~third beparty ~~viewed~~claims. ~~under~~However, ~~applicable~~we ~~debtor/creditor~~have ~~and/or~~not ~~bankruptcy~~asked orour ~~insolvency~~sponsor ~~laws~~to asreserve ~~either~~for asuch ~~“preferential~~indemnification ~~transfer”~~obligations, ornor ahave ~~“fraudulent~~we ~~conveyance.”~~independently Asverified awhether ~~result~~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, awe ~~bankruptcy~~cannot ~~or insolvency~~assure ~~court~~you ~~could~~that ~~seek~~our sponsor would be able to ~~recover~~satisfy ~~some~~those obligations. None of our officers or ~~all~~directors ~~amounts~~will ~~received~~indemnify us for claims by ~~our~~third ~~stockholders~~parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share, due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, if any, and our sponsor asserts that it is unable to satisfy its 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 its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the

13 per-share

redemption price will not be less than $10.00 per share.

~~Table~~We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of ~~Contents~~creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,000,000 from the proceeds of our 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. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial Business Combination within 24 months from the closing of our initial public offering may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a

Our public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete an initial Business Combination within 24 months from the closing of our initial public offering, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete an initial Business Combination within 24 months from the closing of our initial public offering or (B) with respect to any other provisions relating to the rights of holders of our Class A common stock, or (iii) if they redeem their respective shares for cash upon the completion of the initial Business Combination. Public stockholders who redeem their shares of our Class A common stock in connection with a stockholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial Business Combination or liquidation if we have not completed an initial Business Combination within 24 months from the closing of our initial public offering, with respect to such shares of our Class A common stock so redeemed. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial Business Combination, a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote. 60-day

notice

~~Competition~~12

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

~~Employees~~ 90-day

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

We currently have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they devote as much of their time as they deem necessary to our affairs and intend to continue doing so until we have completed our initial Business Combination. The amount of time they devote in any time period may vary based on whether a target business has been selected for our initial Business Combination and the stage of the initial Business Combination process we are in. We do not intend to have any full150-~~time employees prior to the completion of our initial Business Combination.~~ day

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial Business Combination within 24 months from the closing of our initial public offering, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our initial Business Combination within 24 months from the closing of our initial public offering, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

~~Legal Proceedings~~ 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 24th month and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

~~There~~Because iswe nowill ~~material~~not ~~litigation~~be complying with Section 280, ~~arbitration~~Section 281(b) orof ~~governmental~~the ~~proceeding~~DGCL ~~currently~~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 ~~members~~right, title, interest or claim of ~~our~~any ~~management~~kind ~~team~~in or to any monies held in ~~their~~ ~~capacity~~the astrust ~~such~~account. As a result of this obligation, ~~and~~the weclaims that could be made against us are significantly limited and the ~~members~~likelihood ofthat any claim that would result in any liability extending to the trust account is remote. Further, our ~~management~~sponsor ~~team~~may ~~have~~be ~~not~~liable ~~been~~only ~~subject~~to the extent necessary to ~~any~~ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such ~~proceeding~~lesser amount per public share held in the 12trust ~~months~~account ~~preceding~~as of the date of ~~this~~the ~~prospectus~~liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy or

~~Periodic Reporting and Financial Information~~ winding-up

petition or an involuntary bankruptcy or

Our units, Class A common stock and warrants are registered under the Exchange Act and we 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, this Report contains audited financial statements and reported on by our independent registered public accountants. 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 $10.00 per share to our public stockholders. Additionally, if we file a bankruptcy or

14 winding-up

petition or an involuntary bankruptcy or

~~Table of Contents~~winding-up

We13 will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America (“GAAP”), or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential targets we may conduct an initial Business Combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame. There is no assurance that any particular target business identified by us as a potential Business Combination candidate will have financial statements prepared in accordance with GAAP or that the potential target business 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 not be able to acquire the proposed target business. While this may limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material.

WeTable are required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 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 company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination. We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial Business Combination. Contents

WeOur ~~are~~public anstockholders ~~“emerging~~will ~~growth~~be ~~company,”~~entitled asto ~~defined~~receive infunds ~~Section 2~~from the trust account only (ai) in the event of the ~~Securities~~ ~~Act~~redemption of ~~1933,~~our aspublic ~~amended,~~shares orif ~~the~~we ~~Securities~~do ~~Act,~~not ascomplete ~~modified~~an byinitial ~~the~~Business ~~Jumpstart~~Combination ~~Our~~within ~~Business~~24 months ~~Startups~~from ~~Act~~the closing of ~~2012~~our initial public offering, or(ii) in ~~the~~connection ~~JOBS~~with ~~Act.~~a Asstockholder ~~such,~~vote weto ~~are~~amend ~~eligible~~our amended and restated certificate of incorporation (A) to ~~take~~modify ~~advantage~~the substance or timing of ~~certain~~our ~~exemptions~~obligation ~~from~~to ~~various~~allow ~~reporting~~redemption ~~requirements~~in ~~that~~connection ~~are applicable~~with our initial Business Combination or to ~~other~~redeem 100% of our public ~~companies~~shares ~~that~~if ~~are~~we do not ~~“emerging~~complete ~~growth~~an ~~companies”~~initial ~~including,~~Business ~~but~~Combination ~~not~~within ~~limited~~24 months ~~to,~~from ~~not~~the ~~being~~closing ~~required~~of toour ~~comply~~initial public offering or (B) with respect to any other provisions relating to the ~~auditor~~rights ~~attestation~~of ~~requirements~~holders of ~~Section~~our Class ~~404~~A common stock, or (iii) if they redeem their respective shares for cash upon the completion of the ~~Sarbanes-Oxley~~initial ~~Act~~Business Combination. Public stockholders who redeem their shares of ~~2002,~~our ~~or the~~Class A ~~Sarbanes-Oxley~~common ~~Act,~~stock ~~reduced~~in ~~disclosure~~connection ~~obligations~~with ~~regarding~~a ~~executive~~stockholder ~~compensation~~vote described in ~~our~~clause (ii) ~~periodic~~in ~~reports~~the ~~and~~preceding ~~proxy~~sentence ~~statements,~~shall ~~and~~not ~~exemptions~~be entitled to funds from the ~~requirements~~trust account upon the subsequent completion of ~~holding~~an ainitial ~~non-binding~~Business ~~advisory~~Combination ~~vote on~~or ~~executive~~liquidation ~~compensation~~if ~~and~~we have not completed an initial Business Combination within 24 months from the closing of our initial public offering, with respect to such shares of our Class A common stock so redeemed. In no other circumstances will a stockholder ~~approval~~have any right or interest of any ~~golden~~kind ~~parachute~~to ~~payments~~or ~~not~~in ~~previously~~the ~~approved~~trust account. IfIn ~~some~~the ~~investors~~event ~~find~~we ~~our~~seek ~~securities~~stockholder ~~less~~approval ~~attractive~~in asconnection awith ~~result~~our initial Business Combination, ~~there~~a ~~may~~stockholder’s bevoting in connection with the business combination alone will not result in a ~~less~~stockholder’s ~~active~~redeeming ~~trading~~its ~~market~~shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above. These provisions of our ~~securities~~amended and ~~the prices~~restated certificate of incorporation, like all provisions of our ~~securities~~amended and restated certificate of incorporation, may be ~~more~~amended ~~volatile~~with a stockholder vote.

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

WeIn ~~will~~identifying, ~~remain~~evaluating anand ~~emerging~~selecting ~~growth~~a ~~company~~target ~~until~~business ~~the~~for ~~earlier~~our ofinitial ~~(1) the~~Business ~~last~~Combination, ~~day~~we ofmay ~~the~~encounter ~~fiscal~~intense ~~year~~competition (from other entities having a~~) following~~ ~~September 18~~business objective similar to ours, ~~2025~~ ~~(the~~including ~~fifth~~other ~~anniversary~~blank ofcheck ~~the~~companies, ~~completion~~private ofequity ~~our~~groups ~~initial~~and ~~public~~leveraged ~~offering)~~buyout funds, ~~(b)~~public incompanies ~~which~~and weoperating ~~have~~businesses ~~total~~seeking ~~annual~~strategic ~~gross~~acquisitions. ~~revenue~~Many of atthese ~~least~~entities $1are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.~~07 billion~~ Moreover, ormany ~~(c) in~~of ~~which~~these wecompetitors ~~are~~possess ~~deemed~~greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be alimited ~~large~~by ~~accelerated~~our ~~filer,~~available ~~which~~financial ~~means~~resources. This inherent limitation gives others an advantage in pursuing the ~~market value~~acquisition of a target business. Furthermore, our ~~shares~~obligation ofto ~~Class A~~pay ~~common~~cash ~~stock~~in ~~that~~connection ~~are~~with ~~held~~our bypublic ~~non-affiliates~~stockholders ~~exceeds~~who ~~$700 million~~exercise astheir ofredemption rights may reduce the ~~prior~~resources ~~June~~available ~~30th,~~to us for our initial Business Combination and ~~(2) the~~our ~~date~~outstanding onwarrants, ~~which~~and wethe ~~have~~future ~~issued~~dilution ~~more~~they ~~than~~potentially ~~$1.0 billion in~~represent, ~~non-convertible~~may ~~debt~~not ~~during~~be ~~the~~viewed ~~prior~~favorably ~~three-year~~by ~~period.~~certain ~~References~~target ~~herein~~businesses. toEither ~~“emerging~~of ~~growth~~these ~~company”~~factors ~~will~~may ~~have~~place ~~the~~us ~~meaning~~at ~~associated~~a ~~with~~competitive itdisadvantage in ~~the~~successfully ~~JOBS~~negotiating ~~Act~~an initial Business Combination.

~~Item~~Employees ~~1A. Risk Factors.~~

AnWe ~~investment~~currently inhave three executive officers. These individuals are not obligated to devote any specific number of hours to our ~~securities~~matters ~~involves~~but athey ~~high~~devote ~~degree~~as much of ~~risk.~~their ~~You~~time ~~should~~as ~~consider~~they ~~carefully~~deem ~~all~~necessary to our affairs and intend to continue doing so until we have completed our initial Business Combination. The amount of ~~the~~time ~~risks~~they ~~described~~devote ~~below,~~in ~~together~~any ~~with~~ time period may vary based on whether a target business has been selected for our initial Business Combination and the ~~other~~stage ~~information~~of ~~contained~~the initial Business Combination process we are in. ~~this~~We ~~Report,~~do ~~before~~not ~~making~~intend ato ~~decision~~have any full-time employees prior to ~~invest~~the incompletion of our initial Business Combination.

15Legal Proceedings

~~Table~~There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of ~~Contents~~our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this prospectus.

~~our~~Periodic ~~units.~~Reporting ~~If any of the following events occur, our business, financial condition~~ and ~~operating~~Financial ~~results~~Information ~~may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.~~

~~Risk~~Our ~~Factor~~units, ~~Summary~~Class A common stock and warrants are registered under the Exchange Act and we 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, this Report contains audited financial statements and reported on by our independent registered public accountants.

An14 investment in or ownership of our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described under “Item 1A. Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition, liquidity and results of operations. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

~~Risks~~Table ~~Relating~~of ~~to a Special Purpose Acquisition Company and our Securities~~ Contents

• We ~~are~~will aprovide ~~recently~~stockholders ~~incorporated~~with ~~company~~audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, noor ~~operating~~reconciled ~~history~~to, ~~and~~accounting noprinciples ~~revenues~~generally accepted in the United States of America (“GAAP”), ~~and~~or ~~you~~international ~~have~~financial noreporting ~~basis~~standards as issued by the International Accounting Standards Board (“IFRS”), depending on ~~which~~the circumstances, and the historical financial statements may be required to ~~evaluate~~be ~~our~~audited ~~ability~~in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential targets we may conduct an initial Business Combination with because some targets may be unable to ~~achieve~~provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame. There is no assurance that any particular target business ~~objective~~identified by us as a potential Business Combination candidate will have financial statements prepared in accordance with GAAP or that the potential target business 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 not be able to acquire the proposed target business. While this may limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal control procedures for the fiscal year ended December 31, 2021 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 company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination. We have filed a Registration Statement on Form

~~• Your only opportunity to affect the investment decision regarding a potential Business Combination may be limited to the exercise of your right to redeem your shares from us for cash.~~8-A

with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial Business Combination.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or 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 of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a

• The requirement that we complete an initial Business Combination within 24 months after the closing of our initial public offering may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business Combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial Business Combination on terms that would produce value for our stockholders.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.

•In Weaddition, ~~may~~Section 107 ~~not~~of bethe ~~able~~JOBS toAct ~~complete~~also anprovides ~~initial~~that ~~Business~~an ~~Combination~~“emerging ~~within~~growth 24company” ~~months~~can ~~after~~take ~~the~~advantage ~~closing~~ of ~~our~~the ~~initial~~extended ~~public~~transition ~~offering,~~period provided in ~~which~~Section 7(a)(2)(B) ~~case~~of wethe ~~would~~Securities ~~cease~~Act ~~all~~for ~~operations~~complying ~~except~~with ~~for~~new ~~the~~or ~~purpose~~revised ofaccounting ~~winding~~standards. upIn ~~and~~other wewords, ~~would~~an ~~redeem~~“emerging ~~our~~growth ~~public~~company” ~~shares~~can ~~and~~delay ~~liquidate,~~the inadoption ~~which~~of ~~case~~certain ~~our~~accounting ~~public~~standards ~~stockholders~~until ~~may~~those ~~only~~standards ~~receive~~would ~~$10.00~~otherwise ~~per~~apply ~~share,~~to orprivate ~~less~~companies. ~~than~~We ~~such~~intend ~~amount~~to intake ~~certain~~advantage ~~circumstances,~~of ~~and~~the ~~our~~benefits ~~warrants~~of ~~will~~this ~~expire~~extended ~~worthless~~transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following September 18, 2025 (the fifth anniversary of the completion of our initial public offering), (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of Class A common stock that are held by

• You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.non-affiliates

exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in

~~Risks Relating to our Securities~~ non-convertible

debt during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

•Item ~~You~~1A. ~~will~~Risk ~~not be entitled to protections normally afforded to investors of many other blank check companies~~Factors.

•An Ifinvestment wein ~~seek~~our ~~stockholder~~securities ~~approval~~involves ofa ~~our~~high ~~initial~~degree ~~Business~~of ~~Combination~~risk. ~~and~~You weshould doconsider ~~not~~carefully ~~conduct~~all ~~redemptions~~of ~~pursuant to~~ the ~~tender~~risks ~~offer~~described ~~rules~~below, ~~and~~together ifwith ~~you~~the orother ainformation ~~“group”~~contained ofin ~~stockholders~~this ~~are~~Report, ~~deemed~~before making a decision to ~~hold~~invest in ~~excess~~our ofunits. ~~15%~~If any of ~~our~~the ~~Class~~following Aevents ~~common~~occur, ~~stock~~our business, ~~you~~financial ~~will~~condition ~~lose~~and ~~the~~operating ~~ability~~results tomay ~~redeem~~be ~~all~~materially ~~such~~adversely ~~shares~~affected. inIn ~~excess~~that ofevent, ~~15%~~the trading price of our ~~Class~~securities Acould ~~common~~decline, ~~stock~~and you could lose all or part of your investment.

•15 ~~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..~~

•Table ~~If the net proceeds~~ of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, it could limit the amount available to fund our search for a target business or businesses and complete our initial Business Combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial Business Combination.Contents

•Risk ~~The~~Factor ~~recent~~Summary coronavirus (COVID-19) pandemic and the impact on business and debt and equity markets could have a material adverse effect on our search for a Business Combination, and any target business with which we ultimately consummate a Business Combination.

•An Weinvestment in or ownership of our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described under “Item 1A. Risk Factors,” alone or in combination with other events or circumstances, may ~~not~~materially ~~hold~~adversely anaffect ~~annual~~our ~~meeting~~business, financial condition, liquidity and results of ~~stockholders~~operations. ~~until~~In ~~after~~that event, the ~~completion~~trading price of our ~~initial~~securities ~~Business~~could ~~Combination~~decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

•Risks WeRelating are not registering the Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to ~~exercise~~a ~~warrants,~~Special ~~thus~~Purpose ~~precluding~~Acquisition ~~such~~Company ~~investor from being able to exercise its warrants except on a cashless basis~~ and ~~potentially~~our ~~causing~~Securities ~~such warrants to expire worthless.~~

• ~~The~~We ~~grant~~are ofa ~~registration~~recently ~~rights~~incorporated tocompany ~~our~~with ~~sponsor~~no ~~may~~operating ~~make~~history itand ~~more~~no ~~difficult to complete our initial Business Combination~~revenues, and ~~the~~you ~~future~~have ~~exercise~~no ofbasis ~~such~~on ~~rights~~which ~~may~~to ~~adversely~~evaluate ~~affect~~our ~~the~~ability ~~market~~to ~~price~~achieve ~~of the shares of~~ our ~~Class~~business ~~A common stock~~objective..

• ~~Because~~Your weonly ~~are~~opportunity ~~neither limited~~ to ~~evaluating~~affect athe ~~target~~investment ~~business~~decision inregarding a ~~particular~~potential ~~industry sector nor have we selected any specific target businesses with which to pursue our initial~~ Business Combination, ~~you~~may ~~will~~ be ~~unable~~limited to ~~ascertain~~ the ~~merits~~exercise orof ~~risks~~your ofright ~~any~~to ~~particular~~redeem ~~target~~your ~~business’s~~shares ~~operations~~from us for cash.

~~Risks~~• ~~Relating~~The requirement that we complete an initial Business Combination within 24 months after the closing of our initial public offering may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to ~~EGI~~conduct due diligence on potential Business Combination targets as we approach our dissolution deadline, which could undermine our ~~sponsor~~ability ~~and~~to complete our ~~management~~initial ~~team~~Business Combination on terms that would produce value for our stockholders.

• ~~Past~~We ~~performance~~may bynot ~~EGI,~~be orable ~~its~~to ~~affiliates,~~complete ~~Anixter~~an orinitial ~~our~~Business ~~management~~Combination ~~team,~~within ~~including~~24 months after the ~~businesses~~closing ~~referred~~of toour ~~herein~~initial public offering, ~~may~~in ~~not~~which becase ~~indicative~~we ofwould ~~future~~cease ~~performance~~all operations except for the purpose of anwinding ~~investment~~up and we would redeem our public shares and liquidate, in uswhich case our public stockholders may only receive $10.00 per share, or inless ~~the~~than ~~future~~such ~~performance~~amount ofin ~~any~~certain ~~business~~circumstances, ~~that~~and weour ~~may~~warrants ~~acquire~~will expire worthless.

• WeYou ~~may~~will ~~seek~~not ~~acquisition~~have ~~opportunities~~any rights or interests in ~~industries~~funds orfrom ~~sectors~~the ~~which~~trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be ~~outside~~forced ofto ~~our~~sell ~~management’s~~your ~~area~~public ofshares ~~expertise~~or warrants, potentially at a loss.

•Risks ~~Our~~Relating ~~ability~~ to ~~successfully effect~~ our ~~initial~~Securities Business Combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

• ~~Our~~You ~~executive~~will ~~officers,~~not ~~directors,~~be ~~security~~entitled ~~holders~~to ~~and~~protections ~~their~~normally ~~respective~~afforded ~~affiliates~~to ~~may~~investors ~~have~~of ~~competitive~~many ~~pecuniary~~other ~~interests~~blank ~~that~~check ~~conflict with our interests~~companies.

• WeIf ~~may~~we ~~issue~~seek ~~notes~~stockholder orapproval ~~other~~of ~~debt~~our ~~securities,~~initial orBusiness ~~otherwise~~Combination ~~incur~~and ~~substantial~~we ~~debt,~~do not conduct redemptions pursuant to ~~complete~~the atender ~~Business~~offer ~~Combination~~rules, ~~which~~and ~~may~~if ~~adversely~~you ~~affect~~or ~~our~~a ~~leverage~~“group” ~~and~~of ~~financial~~stockholders ~~condition~~are ~~and~~deemed ~~thus~~to ~~negatively~~hold ~~impact~~in ~~the~~excess ~~value~~of 15% of our ~~stockholders’~~Class ~~investment~~A common stock, you will lose the ability to redeem all such shares in usexcess of 15% of our Class A common stock.

• WeBecause ~~may~~of ~~attempt to complete~~ our ~~initial~~limited ~~Business~~resources ~~Combination~~and ~~with~~the asignificant ~~private~~competition ~~company~~for ~~about~~Business ~~which~~Combination ~~little information is available~~opportunities, ~~which~~it may ~~result~~be inmore adifficult ~~Business~~for ~~Combination~~us ~~with~~to acomplete ~~company~~our ~~that~~initial isBusiness ~~not as profitable as we suspected, if at all~~Combination.

• ~~Our~~If ~~management~~the ~~may~~net proceeds of our initial public offering and the sale of the private placement warrants not bebeing ~~able~~held in the trust account are insufficient to ~~maintain~~allow ~~control~~us ofto aoperate ~~target~~for ~~business~~at ~~after~~least ~~our~~the ~~initial~~next ~~Business~~24 ~~Combination.~~months, ~~Upon~~it could limit the ~~loss~~amount ofavailable ~~control~~to offund our search for a target business, ~~new~~or ~~management~~businesses ~~may~~and ~~not~~complete ~~possess~~our ~~the~~initial ~~skills~~Business Combination, ~~qualifications~~and we will depend on loans from our sponsor or ~~abilities~~management ~~necessary~~team to ~~profitably~~fund ~~operate~~our ~~such~~search ~~business~~and to complete our initial Business Combination.

• WeThe dorecent ~~not~~coronavirus ~~have~~(COVID-19) apandemic ~~specified~~and ~~maximum~~the ~~redemption~~impact ~~threshold.~~on ~~The~~business ~~absence~~and ofdebt ~~such~~and aequity ~~redemption~~markets ~~threshold~~could ~~may~~have ~~make~~a itmaterial ~~possible~~adverse ~~for~~effect uson toour ~~complete~~search ~~our~~for ~~initial~~a Business Combination, ~~with~~and ~~which~~any atarget ~~substantial~~business ~~majority~~with ofwhich ~~our~~we ~~stockholders~~ultimately doconsummate ~~not~~a ~~agree~~Business Combination.

• We may benot ~~unable~~hold toan ~~obtain~~annual ~~additional~~meeting ~~financing~~of tostockholders ~~complete~~until ~~our~~after ~~initial Business Combination or to fund~~ the ~~operations~~completion ~~and growth~~ of aour ~~target~~initial ~~business, which could compel us to restructure or abandon a particular~~ Business Combination.

• ~~Our~~We ~~sponsor~~are ~~controls~~not aregistering ~~substantial~~the ~~interest~~Class inA uscommon stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and ~~thus~~such registration may ~~exert~~not abe ~~substantial~~in ~~influence~~place onwhen ~~actions~~an ~~requiring~~investor adesires ~~stockholder~~to ~~vote~~exercise warrants, ~~potentially~~thus inprecluding such investor from being able to exercise its warrants except on a ~~manner~~cashless ~~that~~basis ~~you~~and dopotentially ~~not~~causing ~~support~~such warrants to expire worthless.

• ~~Our~~The ~~warrants~~grant ~~and~~of ~~founder~~registration ~~shares~~rights to our sponsor may ~~have~~make anit ~~adverse~~more ~~effect~~difficult onto ~~the~~complete ~~market~~our ~~price~~initial ofBusiness Combination, and the ~~shares~~future exercise of ~~our~~such ~~Class~~rights Amay ~~common~~adversely ~~stock~~affect ~~and~~the ~~make~~market itprice ~~more~~of ~~difficult~~the toshares ~~effectuate~~of our ~~initial~~Class ~~Business~~A ~~Combination~~common stock.

We• Because we are aneither ~~recently~~limited ~~incorporated~~to ~~company with~~evaluating noa ~~operating~~target ~~history~~business ~~and~~in noa ~~revenues,~~particular ~~and~~industry ~~you~~sector nor have nowe ~~basis~~selected onany specific target businesses with which to ~~evaluate~~pursue our ~~ability~~initial Business Combination, you will be unable to ~~achieve~~ascertain ~~our~~the merits or risks of any particular target business’s ~~objective~~operations.

WeRisks ~~are~~Relating ato ~~recently incorporated company incorporated under the laws of the State of Delaware with no operating results~~EGI, ~~and we will not commence operations until completing an initial Business Combination. Because we lack an operating history, you have no basis upon which to evaluate~~ our ~~ability~~sponsor toand ~~achieve~~ our ~~business~~management ~~objective~~team of completing our initial Business Combination with one or more target businesses. We may be unable to complete our initial Business Combination. If we do not complete our initial Business Combination, we will never generate any operating revenues.

~~Your~~• ~~only~~Past ~~opportunity~~performance toby ~~affect~~EGI, ~~the~~or ~~investment~~its ~~decision~~affiliates, ~~regarding~~Anixter aor ~~potential~~our ~~Business~~management ~~Combination~~team, ~~may~~including bethe ~~limited~~businesses referred to ~~the~~herein, ~~exercise~~may not be indicative of ~~your~~future ~~right~~performance toof ~~redeem your~~an ~~shares~~investment ~~from~~in us ~~for~~or ~~cash.~~in the future performance of any business that we may acquire.

At• ~~the~~We ~~time~~may ofseek ~~your~~acquisition ~~investment~~opportunities in ~~us,~~industries ~~you will not be provided with an opportunity to evaluate the specific merits~~ or ~~risks~~sectors ofwhich ~~one or more target businesses. Since our board of directors~~ may complete a Business Combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the Business Combination, unless we seek such stockholder vote. Accordingly, your only opportunity to affect the investment decision regarding a potential Business Combination may be ~~limited~~outside ~~to exercising your redemption rights within the period~~ of ~~time (which will be at least 20 business days) set forth in~~ our ~~tender~~management’s ~~offer~~area ~~documents~~of ~~mailed to our public stockholders in which we describe our initial Business Combination~~expertise.

• Our ~~public~~ability ~~stockholders~~to ~~may~~successfully ~~not~~effect beour ~~afforded~~initial anBusiness ~~opportunity~~Combination and to ~~vote~~be onsuccessful ~~our~~thereafter ~~proposed~~will ~~initial~~be ~~Business~~totally ~~Combination~~dependent upon the efforts of our key personnel, ~~which~~some ~~means~~of wewhom may ~~complete~~join us following our initial Business Combination. ~~even~~The ~~though~~loss aof ~~majority~~key ofpersonnel ~~our~~could ~~public~~negatively ~~stockholders~~impact dothe ~~not~~operations ~~support~~and ~~such~~profitability aof our post-combination. business.

We16 may choose not to hold a stockholder vote before we complete our initial Business Combination if the Business Combination would not require stockholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would not be required to seek stockholder approval to complete such a transaction. Except as required by law or stock exchange, the decision as to whether we will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initial Business Combination even if a majority of our public stockholders do not approve of the Business Combination we complete.

16Table of Contents

~~Table~~• ofOur ~~Contents~~executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

If• weWe ~~seek~~may ~~stockholder~~issue ~~approval~~notes ofor ~~our~~other ~~initial~~debt ~~Business~~securities, ~~Combination~~or otherwise incur substantial debt, ~~our~~to ~~sponsor~~complete ~~and~~a ~~members~~Business ofCombination, ~~our management~~which ~~team~~may ~~have~~adversely ~~agreed~~affect toour ~~vote~~leverage inand ~~favor~~financial ofcondition ~~such~~and ~~initial~~thus ~~Business~~negatively ~~Combination,~~impact ~~regardless~~the value of ~~how~~ our ~~public~~ stockholders’ ~~vote.~~investment in us.

~~Our~~• ~~initial~~We ~~stockholders own, on an as-converted basis, 20% of our outstanding shares of Class A common stock. Our sponsor and members of our management team also~~ may ~~from~~attempt ~~time~~ to ~~time~~complete ~~purchase Class A common stock prior to~~ our initial Business Combination. ~~Our~~with ~~amended~~a ~~and~~private ~~restated~~company ~~certificate~~about ofwhich ~~incorporation~~little ~~provides~~information ~~that,~~is ~~if we seek stockholder approval of an initial Business Combination~~available, ~~such~~which ~~initial~~may ~~Business~~result ~~Combination~~in ~~will be approved if we receive the affirmative vote of~~ a ~~majority of the shares voted at such meeting, including the founder shares. If we submit our initial~~ Business Combination ~~to our public stockholders for a vote, pursuant to the terms of a letter agreement entered into~~ with ~~us, our sponsor and members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering, in favor of our initial Business Combination. As~~ a ~~result,~~company inthat ~~addition~~is tonot ~~our~~as ~~initial~~profitable ~~stockholders’~~as ~~founder shares,~~ we ~~would only need 15~~suspected,~~525,001,~~ orif ~~37.5%,~~at ~~of the 41,400,000 public shares sold in our initial public offering to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved (assuming~~ all ~~issued and outstanding shares are voted)~~. Accordingly, if we seek stockholder approval of our initial Business Combination, the agreement by our sponsor and each member of our management team to vote in favor of our initial Business Combination will increase the likelihood that we will receive the requisite stockholder approval for such initial Business Combination.

~~The~~• ~~ability~~Our ofmanagement ~~our~~may ~~public~~not ~~stockholders~~be able to ~~redeem~~maintain ~~their~~control ~~shares~~of ~~for~~a ~~cash~~target ~~may~~business ~~make~~after our ~~financial~~initial ~~condition~~Business ~~unattractive~~Combination. toUpon ~~potential Business~~the ~~Combination~~loss ~~targets~~of control of a target business, ~~which~~new management may ~~make~~not itpossess ~~difficult~~the ~~for~~skills, usqualifications toor ~~enter~~abilities ~~into~~necessary ato ~~Business~~profitably ~~Combination~~operate ~~with~~such ~~a target~~business.

• We ~~may~~do ~~seek~~not ~~to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we~~ have a ~~minimum~~specified ~~net~~maximum ~~worth~~redemption orthreshold. aThe ~~certain~~absence ~~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,~~redemption ~~would~~threshold 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 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may bemake ~~contained~~it inpossible ~~the~~for ~~agreement~~us ~~relating~~ to complete our initial Business Combination. ~~Consequently,~~with ~~if accepting~~which ~~all~~a ~~properly~~substantial ~~submitted~~majority ~~redemption~~of ~~requests would cause~~ our ~~net~~stockholders ~~tangible~~do ~~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~~agree. ~~Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.~~

~~The~~• ~~ability~~We ofmay ~~our~~be ~~public~~unable ~~stockholders~~to obtain additional financing to ~~exercise~~complete ~~redemption~~our ~~rights~~initial ~~with~~Business ~~respect~~Combination or to afund ~~large~~the ~~number~~operations and growth of ~~our~~a ~~shares~~target ~~may~~business, ~~not~~which ~~allow~~could compel us to ~~complete~~restructure ~~the most desirable Business Combination~~ or ~~optimize~~abandon ~~our~~a ~~capital~~particular ~~structure.~~Business Combination.

At• ~~the~~Our ~~time~~sponsor wecontrols enter into an agreement for our initial Business Combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our Business Combination agreement requires us to use a ~~portion~~substantial ofinterest ~~the cash~~ in ~~the trust account to pay the purchase price, or requires~~ us toand ~~have~~thus amay ~~minimum~~exert ~~amount of cash at closing, we will need to reserve~~ a ~~portion~~substantial ofinfluence ~~the~~on ~~cash~~actions inrequiring ~~the trust account to meet such requirements, or arrange for third party financing. In addition, if~~ a ~~larger~~stockholder ~~number of shares are submitted for redemption than we initially expected~~vote, wepotentially ~~may~~in ~~need to restructure the transaction to reserve~~ a ~~greater~~manner portion of the cash in the 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 the most desirable Business Combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that ~~are~~you ~~redeemed in~~do ~~connection with 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 commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions~~support.

17• Our warrants and founder shares may have an adverse effect on the market price of the shares of our Class A common stock and make it more difficult to effectuate our initial Business Combination.

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

~~The~~As ~~ability~~ of ~~our~~December 31, ~~public~~2021, ~~stockholders~~the toCompany ~~exercise~~had ~~redemption~~approximately ~~rights~~$0.6 million ~~with~~in ~~respect~~its tooperating abank ~~large~~account ~~number~~and working capital deficit of ~~our~~ ~~shares~~approximately ~~could~~$1.1 million. ~~increase~~Further, the ~~probability~~Company ~~that~~has ~~our~~incurred, ~~initial~~and ~~Business~~expects ~~Combination~~to ~~would~~continue beto ~~unsuccessful~~incur, ~~and~~significant ~~that~~costs ~~you~~in ~~would~~pursuit ~~have~~of tothe ~~wait~~Company’s ~~for~~acquisition ~~liquidation~~plans. inManagement’s ~~order~~plans to ~~redeem~~address ~~your~~this ~~shares~~need are discussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

IfIn ~~our~~order ~~initial~~to ~~Business~~fund ~~Combination~~working ~~agreement~~capital ~~requires~~deficiencies usor tofinance ~~use~~transaction acosts ~~portion of the cash~~ in ~~the~~connection ~~trust~~with ~~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~~we ~~would~~intend ~~not~~to ~~receive~~borrow ~~your~~additional ~~pro rata~~amounts ~~portion of~~under the ~~trust~~Second ~~account~~Promissory ~~until~~Note, weunder ~~liquidate~~which ~~the trust account. If you are in need of immediate liquidity~~$1,750,000 ~~you~~remained ~~could~~available ~~attempt~~ to ~~sell~~be ~~your~~drawn ~~shares~~as inof ~~the open market; however~~December 31, at2021. ~~such~~The ~~time~~Second ~~our~~Promissory ~~shares~~Note ~~may~~is ~~trade~~non-interest atbearing aand ~~discount~~payable toon the ~~pro rata~~earlier ~~amount~~of ~~per share in the trust account. In either situation~~(i) September 18, ~~you~~2022 ~~may suffer a material loss on your investment~~ or ~~lose~~ (ii) the ~~benefit~~consummation of ~~funds expected in connection with~~ our ~~redemption~~initial ~~until~~Business ~~we liquidate or you are able to sell your shares in the open market~~Combination.

~~The~~If ~~requirement~~the ~~that~~Company wefully ~~complete~~draws andown ~~initial~~on ~~Business~~the ~~Combination~~Second ~~within~~Promissory ~~24 months~~Note ~~after~~and requires additional funds for working capital purposes, the ~~closing~~sponsor, an affiliate of ~~our~~the ~~initial~~sponsor, ~~public~~or ~~offering~~the Company’s officers and directors may, ~~give potential~~but ~~target~~are ~~businesses~~not ~~leverage~~obligated ~~over~~to, usloan inthe ~~negotiating~~Company such additional funds as may be required. Management believes that the sponsor or an affiliate of the sponsor will provide such additional working capital loans if necessary for the Company to maintain sufficient liquidity to meet the Company’s working capital needs through the earlier of the consummation of a Business Combination or September 18, 2022 (the “Liquidation Date”). However, if the Company needs to raise additional capital and is unable to do so, it may ~~limit~~be ~~the~~required ~~time~~to wetake ~~have~~additional inmeasures to conserve liquidity, which could include, but not necessarily include or be limited to, ~~conduct~~curtailing ~~due~~operations, ~~diligence~~suspending onthe pursuit of a potential ~~Business~~transaction ~~Combination~~and ~~targets~~reducing asoverhead weexpenses. ~~approach~~The ~~our~~Company ~~dissolution~~cannot ~~deadline~~provide any assurance that new financing will be available to it on commercially acceptable terms or if at all. These factors, ~~which~~among ~~could undermine~~others, ~~our~~raise substantial doubt about the Company’s ability to ~~complete~~continue ~~our~~as ~~initial~~a going concern through one year from the date of the financial statements contained elsewhere in this Annual Report if a Business Combination onis ~~terms~~not consummated. The financial statements contained elsewhere in this Annual Report do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that ~~would~~might ~~produce~~be ~~value~~necessary ~~for~~should ~~our~~the ~~stockholders~~Company be unable to continue as a going concern.

~~Any potential~~We ~~target~~are ~~business with which we enter into negotiations concerning~~ a ~~Business~~recently ~~Combination~~incorporated ~~will~~company bewith ~~aware~~no ~~that~~operating wehistory ~~must~~and ~~complete~~no ~~an initial Business Combination within 24 months from the closing of our initial public offering. Consequently~~revenues, ~~such~~and ~~target~~you ~~business~~have ~~may~~no ~~obtain~~basis ~~leverage~~on ~~over~~which usto inevaluate ~~negotiating a Business Combination, knowing that if we do not complete~~ our ~~initial~~ability ~~Business Combination with that particular target business, we may be unable~~ to ~~complete~~achieve our ~~initial Business Combination with any target~~ business. ~~This risk will increase as we get closer to the timeframe described above~~objective. ~~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.~~

We ~~may~~are a recently incorporated company incorporated under the laws of the State of Delaware with no operating results, and we will not becommence ~~able~~operations tountil ~~complete~~completing an initial Business Combination. ~~within 24 months~~Because ~~after~~we ~~the~~lack ~~closing~~an ofoperating ~~our~~history, ~~initial~~you ~~public~~have ~~offering,~~no inbasis upon which ~~case~~to weevaluate ~~would~~our ~~cease~~ability ~~all~~to ~~operations~~achieve ~~except~~our ~~for~~business ~~the~~objective ~~purpose~~ of ~~winding~~completing upour ~~and~~initial weBusiness ~~would~~Combination ~~redeem~~with ~~our~~one ~~public~~or ~~shares~~more ~~and~~target ~~liquidate,~~businesses. inWe ~~which~~may ~~case~~be ~~our~~unable ~~public~~to ~~stockholders~~complete ~~may~~our ~~only receive~~initial ~~$10~~Business Combination.00 ~~per~~If ~~share,~~we ordo ~~less~~not ~~than~~complete ~~such~~our ~~amount~~initial inBusiness ~~certain circumstances~~Combination, ~~and~~we ~~our~~will ~~warrants~~never ~~will~~generate ~~expire~~any ~~worthless~~operating revenues.

~~Our~~Your ~~sponsor, officers~~only ~~and~~opportunity ~~directors~~to ~~have~~affect ~~agreed~~the ~~that~~investment wedecision ~~must~~regarding ~~complete~~a ~~our~~potential ~~initial~~ Business Combination ~~within 24 months from the closing of our initial public offering. We~~ may ~~not~~ be ~~able~~limited to ~~find a suitable target business and complete an initial Business Combination within 24 months after~~ the ~~closing~~exercise of ~~our~~your ~~initial~~right ~~public offering. Our ability~~ to complete our initial Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed 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~~your ~~public~~ shares, atfrom ~~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 up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for ~~claims of creditors and the requirements of other applicable law~~cash.

18At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our board of directors may complete a Business Combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the Business Combination, unless we seek such stockholder vote. Accordingly, your only opportunity to affect the investment decision regarding a potential Business Combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial Business Combination.

~~Table~~Our public stockholders may not be afforded an opportunity to vote on our proposed initial Business Combination, which means we may complete our initial Business Combination even though a majority of ~~Contents~~our public stockholders do not support such a combination.

InWe ~~addition,~~may choose not to hold a stockholder vote before we complete our ~~ability~~initial Business Combination if the Business Combination would not require stockholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to ~~consummate~~acquire a target business where the consideration we were paying in the transaction ~~may~~was all cash, we would not be ~~dependent~~required onto seek stockholder approval to complete such a transaction. Except as required by law or stock exchange, the ~~ability~~decision as to ~~raise~~ ~~equity~~whether ~~and~~we ~~debt~~will ~~financing~~seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the ~~coronavirus~~timing ~~pandemic~~of the transaction and ~~other~~whether ~~related~~the ~~events~~terms ~~could~~of ~~have~~the atransaction ~~material~~would ~~adverse~~otherwise ~~effect~~require onus to seek stockholder approval. Accordingly, we may complete our ~~ability~~initial toBusiness ~~raise~~Combination ~~adequate~~even ~~financing~~if a majority of our public stockholders do not approve of the Business Combination we complete.

If17 we seek stockholder approval of our initial Business Combination, our sponsor, directors, executive officers, advisors and 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.

IfTable ~~we seek stockholder approval~~ of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase 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. 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 such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. Contents

~~Such~~If awe ~~purchase~~seek ~~may include a contractual acknowledgment that such~~ stockholder, ~~although~~approval ~~still the record holder~~ of our ~~shares~~ ~~is no longer the beneficial owner thereof and therefore agrees to vote in favor of the~~ initial Business Combination, orour ~~abstain~~sponsor and inmembers ~~any~~of ~~event not to exercise its redemption rights. In the event that~~ our ~~sponsor,~~management ~~directors,~~team ~~executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who~~ have ~~already~~agreed ~~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~~such Business Combination, or abstain, 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~~regardless ~~it appears that such requirement would otherwise not be met. The purpose~~ of ~~any~~how ~~such~~our ~~purchases of~~ public ~~warrants~~stockholders ~~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.

Our initial stockholders own, on an

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. as-converted

basis, 20% of our outstanding shares of Class A common stock. Our sponsor and members of our management team also may from time to time purchase Class A common stock 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. If we submit our initial Business Combination to our public stockholders for a vote, pursuant to the terms of a letter agreement entered into with us, our sponsor and members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering, in favor of our initial Business Combination. As a result, in addition to our initial stockholders’ founder shares, we would only need 15,525,001, or 37.5%, of the 41,400,000 public shares sold in our initial public offering to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved (assuming all issued and outstanding shares are voted). Accordingly, if we seek stockholder approval of our initial Business Combination, the agreement by our sponsor and each member of our management team to vote in favor of our initial Business Combination will increase the likelihood that we will receive the requisite stockholder approval for such initial Business Combination.

IfThe aability ~~stockholder~~of ~~fails~~our public stockholders to ~~receive~~redeem ~~notice~~their ofshares ~~our~~for ~~offer~~cash tomay ~~redeem~~make our ~~public~~financial ~~shares~~condition ~~in connection~~unattractive ~~with~~to ~~our~~potential ~~initial~~ Business Combination targets, orwhich ~~fails~~may tomake ~~comply~~it ~~with~~difficult ~~the procedures~~ for ~~tendering~~us ~~its~~to ~~shares,~~enter ~~such~~into ~~shares~~a ~~may~~Business ~~not~~Combination bewith ~~redeemed~~a target.

19We 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 (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.

~~Table~~The ability of ~~Contents~~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.

At the time we enter into an agreement for our initial Business Combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our Business Combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for 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 the most desirable Business Combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial Business Combination. The

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

amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

~~You~~18 will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

~~Our~~Table ~~public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur~~ of: (i) our completion of an initial Business Combination, and then only in connection with those shares of our Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete an initial Business Combination within 24 months from the closing of our initial public offering or (B) with respect to any other provisions relating to the rights of our Class A common stock, and (iii) the redemption of our public shares if we have not completed an initial Business Combination within 24 months from the closing of our initial public offering, subject to applicable law and as further described herein. Public stockholders who redeem their Class A common stock in connection with a stockholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial Business Combination or liquidation if we have not completed an initial Business Combination within 24 months from the closing of our initial public offering, with respect to such Class A common stock so redeemed. In addition, if we do not complete an initial Business Combination within 24 months from the closing of our initial public offering is not completed for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond 24 months from the closing of our initial public offering before they receive funds from our trust account. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. Contents

~~NYSE~~The ~~may~~ability ~~delist~~of our ~~securities~~public ~~from~~stockholders ~~trading~~to onexercise ~~its~~redemption ~~exchange,~~rights ~~which~~with ~~could~~respect ~~limit~~to ~~investors’~~a ~~ability~~large ~~to make~~number ~~transactions~~of inour shares could increase the probability that our ~~securities~~initial Business Combination would be unsuccessful and ~~subject~~that usyou would have to ~~additional~~wait ~~trading~~for ~~restrictions~~liquidation in order to redeem your shares.

~~Although~~If weour ~~met,~~initial onBusiness aCombination ~~pro forma~~agreement ~~basis, the~~requires ~~minimum~~us ~~initial~~to ~~listing~~use ~~standards~~a ~~set~~portion ~~forth~~of the cash in the ~~NYSE~~trust ~~listing~~account ~~standards~~to pay the purchase price, weor ~~cannot~~requires ~~assure~~us ~~you~~to have a minimum amount of cash at closing, the probability that our ~~securities~~initial ~~will~~Business Combination would be, orunsuccessful ~~will~~is ~~continue~~increased. toIf beour initial Business Combination is unsuccessful, ~~listed~~you onwould ~~the~~not ~~NYSE~~receive inyour pro rata portion of the ~~future~~trust oraccount ~~prior~~until towe ~~our~~liquidate ~~initial~~the ~~Business~~trust ~~Combination~~account. InIf ~~order~~you are in need of immediate liquidity, you could attempt to ~~continue~~ ~~listing~~sell ~~our~~your ~~securities~~shares onin the ~~NYSE~~open ~~prior~~market; tohowever, at such time our ~~initial~~shares ~~Business~~may ~~Combination,~~trade weat ~~must~~a ~~maintain~~discount ~~certain~~to ~~financial,~~the ~~distribution~~pro rata ~~and~~amount per share ~~price~~in ~~levels~~the trust account. ~~Generally~~In either situation, weyou ~~must~~may ~~maintain~~suffer a ~~minimum~~material ~~market~~loss ~~capitalization~~on ~~(generally~~your ~~$50,000,000)~~investment ~~and~~or ~~a minimum~~lose ~~number~~the benefit of ~~holders~~funds ofexpected in connection with our ~~securities~~redemption ~~(generally~~until ~~400~~we ~~public~~liquidate ~~holders)~~or you are able to sell your shares in the open market.

~~Additionally,~~The ~~our~~requirement ~~units~~that ~~will~~we ~~not~~complete bean ~~traded after completion of our~~ initial Business Combination ~~and,~~within in24 months ~~connection~~after ~~with~~the closing of our initial ~~Business~~public ~~Combination,~~offering wemay ~~will~~give bepotential ~~required~~target tobusinesses ~~demonstrate~~leverage ~~compliance~~over ~~with~~us ~~the~~in ~~NYSE’s~~negotiating ~~initial~~a ~~listing~~Business ~~requirements,~~Combination ~~which~~and ~~are~~may ~~more~~limit ~~rigorous than~~ the ~~NYSE’s~~time ~~continued listing~~we ~~requirements,~~have in ~~order~~which to ~~continue~~conduct todue ~~maintain~~diligence ~~the~~on ~~listing~~potential ofBusiness ~~our~~Combination ~~securities~~targets onas ~~the~~we ~~NYSE.~~approach ~~For instance,~~ our ~~share~~dissolution ~~price~~deadline, ~~would~~which ~~generally~~could beundermine ~~required to be at least $4.00 per share and~~ our ~~stockholders’~~ability ~~equity would generally be required~~ to becomplete atour ~~least~~initial ~~$4.0 million.~~Business WeCombination ~~cannot~~on ~~assure~~terms ~~you~~ that wewould ~~will~~produce bevalue ~~able~~for toour ~~meet those initial listing requirements at that time~~stockholders.

20Any potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete an initial Business Combination within 24 months from the closing of our initial public offering. Consequently, such target business may obtain leverage over us in negotiating a 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.

~~Table~~We may not be able to complete an initial Business Combination within 24 months after the closing of ~~Contents~~our initial public offering, 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 $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our sponsor, officers and directors have agreed that we must complete our initial Business Combination within 24 months from the closing of our initial public offering. We may not be able to find a suitable target business and complete an initial Business Combination within 24 months after the closing of our initial public offering. Our ability to complete our initial Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed 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

~~If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over~~per-~~the-counter market. If this were to occur, we could face significant material adverse consequences, including:~~ 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 up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

•19 ~~a limited availability of market quotations for our securities;~~

•Table ~~reduced~~of ~~liquidity for our securities;~~Contents

•In aaddition, ~~determination that~~ our ~~Class~~ability Ato ~~common~~consummate ~~stock are~~ a ~~“penny~~transaction ~~stock”~~may ~~which~~be ~~will~~dependent ~~require~~on ~~brokers~~the ~~trading~~ability into ~~our~~raise ~~Class~~equity Aand ~~common~~debt ~~stock~~financing toand ~~adhere~~the tocoronavirus ~~more~~pandemic ~~stringent~~and ~~rules~~other ~~and~~related ~~possibly~~events ~~result~~could inhave a ~~reduced~~material ~~level~~adverse ofeffect ~~trading~~on ~~activity~~our inability ~~the~~to ~~secondary~~raise ~~trading~~adequate ~~market~~financing. ~~for our securities;~~

•If awe ~~limited~~seek ~~amount~~stockholder approval of ~~news~~our initial Business Combination, our sponsor, directors, executive officers, advisors and ~~analyst~~their ~~coverage;~~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.

•If awe ~~decreased~~seek ~~ability~~stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to ~~issue~~the ~~additional~~tender ~~securities~~offer rules, our sponsor, directors, executive officers, advisors or ~~obtain~~their ~~additional~~affiliates ~~financing~~may purchase shares or public warrants in privately negotiated transactions or in the ~~future~~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. 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 such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.

~~The~~Such ~~National~~a ~~Securities~~purchase ~~Markets~~may ~~Improvement~~include ~~Act~~a ofcontractual ~~1996~~acknowledgment that such stockholder, ~~which~~although isstill athe ~~federal~~record ~~statute,~~holder ~~prevents~~of orour ~~preempts~~shares ~~the~~is ~~states from~~no ~~regulating~~longer the ~~sale~~beneficial ofowner ~~certain~~thereof ~~securities,~~and ~~which~~therefore ~~are~~agrees ~~referred~~ to asvote ~~“covered~~in ~~securities.”~~favor ~~Because~~of wethe ~~expect~~initial ~~that~~Business ~~our~~Combination ~~units~~or abstain and ~~eventually~~in ~~our~~any ~~Class A~~event ~~common~~not ~~stock~~to ~~and~~exercise ~~warrants~~its ~~will~~redemption berights. ~~listed~~In on the ~~NYSE,~~event that our ~~units~~sponsor, ~~Class A common~~directors, ~~stock~~executive ~~and~~officers, ~~warrants~~advisors ~~will~~or ~~qualify~~their asaffiliates ~~covered~~purchase ~~securities~~shares ~~under~~in ~~the~~privately ~~statute.~~negotiated ~~Although~~transactions ~~the~~from ~~states~~public ~~are~~stockholders ~~preempted~~who ~~from~~have ~~regulating~~already ~~the~~elected ~~sale~~to ofexercise ~~our~~their ~~securities~~redemption rights, ~~the~~such ~~federal~~selling ~~statute~~stockholders ~~does~~would ~~allow~~be ~~the~~required ~~states~~to revoke their prior elections to ~~investigate~~redeem ~~companies~~their ifshares. ~~there~~The ispurpose aof ~~suspicion~~ any such purchases of ~~fraud,~~shares ~~and,~~could ifbe ~~there~~to isvote asuch ~~finding~~shares in favor of ~~fraudulent~~the ~~activity~~Business Combination, ~~then~~or abstain, and thereby increase the ~~states~~likelihood ~~can~~of ~~regulate~~obtaining orstockholder ~~bar~~approval of the ~~sale~~Business ofCombination ~~covered~~or ~~securities~~to insatisfy a ~~particular~~closing ~~case.~~condition ~~While~~in wean ~~are~~agreement ~~not~~with ~~aware~~a oftarget athat ~~state~~requires ~~having~~us ~~used~~to ~~these~~have ~~powers~~a tominimum ~~prohibit~~net worth or ~~restrict~~a ~~the~~certain ~~sale~~amount of ~~securities~~ ~~issued~~cash byat ~~blank~~the ~~check~~closing ~~companies,~~of ~~other~~our ~~than~~initial ~~the~~Business ~~State~~Combination, ofwhere ~~Idaho,~~it ~~certain~~appears ~~state~~that ~~securities~~such ~~regulators~~requirement ~~view~~would ~~blank~~otherwise ~~check~~not ~~companies~~be ~~unfavorably~~met. ~~and~~The ~~might~~purpose ~~use~~of ~~these~~any ~~powers,~~such orpurchases ~~threaten~~of topublic ~~use~~warrants ~~these~~could ~~powers,~~be to ~~hinder~~reduce the ~~sale~~number of ~~securities~~public ~~of blank~~warrants ~~check~~outstanding ~~companies~~or to vote such warrants on any matters submitted to the warrant holders for approval in ~~their~~connection ~~states~~with our initial Business Combination. ~~Further,~~Any ifsuch wepurchases ~~were~~of noour ~~longer~~securities ~~listed~~may onresult in the ~~NYSE,~~completion of our ~~securities~~initial ~~would~~Business Combination that may not ~~qualify~~otherwise ashave ~~covered~~been ~~securities~~possible. ~~under~~Any ~~the~~such ~~statute,~~purchases will be reported pursuant to Section 13 and weSection 16 ~~would~~of bethe ~~subject~~Exchange Act to ~~regulation~~the inextent ~~each~~such ~~state~~purchasers inare ~~which~~subject weto ~~offer~~such ~~our~~reporting ~~securities~~requirements.

~~You~~In ~~will~~addition, ~~not~~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 ~~entitled~~reduced, topossibly ~~protections~~making ~~normally~~it ~~afforded~~difficult to ~~investors~~maintain or obtain the quotation, listing or trading of ~~many~~our ~~other~~securities ~~blank~~on ~~check~~a ~~companies~~national securities exchange.

~~Since~~20 the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial Business Combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial Business Combination than do companies subject to Rule 419. Moreover, if our initial public were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial Business Combination.

IfTable ~~we seek stockholder approval~~ of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock. Contents

If wea ~~seek~~ stockholder ~~approval~~fails ofto ~~our~~receive ~~initial~~notice ~~Business~~of ~~Combination~~our ~~and~~offer weto doredeem ~~not~~our ~~conduct~~public ~~redemptions~~shares in connection with our initial Business ~~Combination~~ ~~pursuant to the tender offer rules~~Combination, ~~our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder~~ or ~~any~~fails ~~other~~to ~~person~~comply with ~~whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of~~ the ~~Exchange~~procedures ~~Act),~~for ~~will~~tendering beits ~~restricted from seeking redemption rights with respect to more than an aggregate of 15% of the~~ shares ~~sold in our initial public offering without our prior consent~~, ~~which~~such weshares ~~refer~~may ~~to as the “Excess Shares.” 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~~redeemed. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive

21We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial Business Combination. Despite our compliance with these rules, if a stockholder fails to receive our proxy solicitation or tender offer materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial Business Combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or for up to two business days prior to the vote on the proposal to approve the Business Combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

~~Table~~You ofwill ~~Contents~~not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Our public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial Business Combination, and then only in connection with those shares of our Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption ~~distributions~~of any public shares properly tendered in connection with ~~respect~~a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the ~~Excess~~substance ~~Shares~~or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete an initial Business Combination within 24 months from the closing of our initial public offering or (B) with respect to any other provisions relating to the rights of our Class A common stock, and (iii) the redemption of our public shares if we have not completed an initial Business Combination. ~~And~~within 24 months from the closing of our initial public offering, subject to applicable law and as further described herein. Public stockholders who redeem their Class A common stock in connection with a ~~result,~~stockholder ~~you~~vote ~~will~~described ~~continue~~in clause (ii) in the preceding sentence shall not be entitled to ~~hold~~funds ~~that~~from ~~number~~the trust account upon the subsequent completion of ~~shares~~an ~~exceeding~~initial ~~15%~~Business ~~and~~Combination or liquidation if we have not completed an initial Business Combination within 24 months from the closing of our initial public offering, with respect to such Class A common stock so redeemed. In addition, if we do not complete an initial Business Combination within 24 months from the closing of our initial public offering is not completed for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in ~~order~~ our trust account. In that case, public stockholders may be forced to ~~dispose~~wait beyond 24 months from the closing of ~~such~~our ~~shares~~initial public offering before they receive funds from our trust account. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, ~~would~~to liquidate your investment, you may be ~~required~~forced to sell your public shares inor ~~open market transactions~~warrants, potentially at a loss.

~~Because~~NYSE ~~of our limited resources and the significant competition for Business Combination opportunities, it~~ may bedelist ~~more difficult for us to complete~~ our ~~initial~~securities ~~Business~~from ~~Combination.~~trading Ifon weits ~~do not complete our initial Business Combination~~exchange, ~~our~~which ~~public~~could ~~stockholders~~limit ~~may receive~~investors’ ~~only~~ability ~~their~~to ~~pro rata~~make ~~portion~~transactions ~~of the funds~~ in ~~the~~our ~~trust~~securities ~~account~~and ~~that~~subject ~~are~~us ~~available for distribution~~ to ~~public~~additional ~~stockholders,~~trading ~~and our warrants will expire worthless~~restrictions.

WeAlthough ~~expect~~we tomet, ~~encounter~~on ~~intense competition from other entities having~~ a ~~business~~pro forma ~~objective similar to ours~~basis, ~~including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for~~ the ~~types~~minimum ofinitial ~~businesses~~listing westandards ~~intend~~set toforth ~~acquire. Many of these individuals and entities are well-established and have extensive experience~~ in ~~identifying~~the ~~and~~NYSE ~~effecting,~~listing ~~directly or indirectly~~standards, ~~acquisitions~~we ofcannot ~~companies~~assure ~~operating~~you inthat ~~or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and~~ our ~~financial~~securities ~~resources~~ will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, ~~our~~or ~~ability~~will tocontinue ~~compete with respect~~ to ~~the acquisition of certain target businesses that are sizable will~~ be, ~~limited~~listed byon ~~our~~the ~~available~~NYSE ~~financial resources. This inherent competitive limitation gives others an advantage~~ in ~~pursuing~~ the ~~acquisition~~future ofor ~~certain~~prior ~~target businesses. Furthermore, we are obligated~~ to ~~offer holders of~~ our ~~public shares the right to redeem their shares for cash at the time of our~~ initial Business Combination ~~in conjunction with a stockholder vote or via a tender offer~~. ~~Target~~In ~~companies~~order ~~will~~to becontinue ~~aware~~listing ~~that~~our ~~this~~securities ~~may~~on ~~reduce~~ the ~~resources~~NYSE ~~available~~prior to ~~us for~~ our initial Business Combination., ~~Any~~we ofmust ~~these~~maintain ~~obligations~~certain ~~may~~financial, ~~place~~distribution ~~us at~~and ashare ~~competitive~~price ~~disadvantage in successfully negotiating a Business Combination~~levels. IfGenerally, we domust ~~not~~maintain ~~complete~~a ~~our~~minimum ~~initial~~market ~~Business~~capitalization ~~Combination~~(generally ~~our~~$50,000,000) ~~public~~and ~~stockholders~~a ~~may~~minimum ~~receive~~number ~~only~~of ~~their~~holders ~~pro rata portion~~ of ~~the~~our ~~funds~~securities in(generally ~~the~~400 ~~trust account that are available for distribution to~~ public ~~stockholders, and our warrants will expire worthless~~holders).

IfAdditionally, ~~the~~our ~~net~~units ~~proceeds~~will not be traded after completion of our initial ~~public~~Business ~~offering~~Combination and, ~~the sale~~in ofconnection ~~the~~with ~~private~~our ~~placement~~initial ~~warrants~~Business ~~not~~Combination, ~~being~~we ~~held~~will inbe ~~the~~required ~~trust~~to ~~account~~demonstrate ~~are~~compliance ~~insufficient~~with tothe ~~allow~~NYSE’s usinitial tolisting ~~operate~~requirements, ~~for~~which atare ~~least~~more rigorous than the ~~next~~NYSE’s ~~24 months~~continued listing requirements, itin ~~could~~order ~~limit~~to continue to maintain the ~~amount~~listing ~~available~~of toour ~~fund~~securities on the NYSE. For instance, our ~~search~~share ~~for~~price awould ~~target~~generally ~~business~~be orrequired ~~businesses~~to be at least $4.00 per share and ~~complete~~ our ~~initial~~stockholders’ ~~Business~~equity ~~Combination,~~would ~~and~~generally webe ~~will~~required ~~depend~~to onbe ~~loans~~at ~~from~~least ~~our~~$4.0 million. ~~sponsor~~We orcannot ~~management~~assure ~~team~~you tothat ~~fund~~we ~~our~~will ~~search~~be ~~and~~able to ~~complete~~meet ~~our~~those initial ~~Business~~listing ~~Combination~~requirements at that time.

~~The~~21 funds available to us outside of the trust account to fund our working capital requirements may not be sufficient to allow us to operate for at least the next 24 months, assuming that our initial Business Combination is not completed during that time. We believe that the funds available to us outside of the trust account, together with funds available from loans from our sponsor will be sufficient to allow us to operate for at least the next 24 months; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we do not complete our initial Business Combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation.

IfTable we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial Business Combination. Up to $1,500,000 of such loans may be convertible into warrants of Contents

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

22 over-the-counter

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

~~Table~~• a limited availability of ~~Contents~~market quotations for our securities;

~~the~~• ~~post-Business~~reduced ~~Combination~~liquidity ~~entity~~for ~~at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of~~ our ~~initial~~ Business Combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to obtain these loans, we may be unable to complete our initial Business Combination. If we do not complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. securities;

~~The recent~~• ~~coronavirus~~a ~~(COVID-19)~~determination ~~pandemic~~that ~~and~~our ~~the~~Class ~~impact~~A oncommon ~~business~~stock ~~and~~are ~~debt~~a ~~and~~“penny ~~equity~~stock” ~~markets~~which ~~could~~will ~~have~~require abrokers ~~material~~trading ~~adverse~~in ~~effect~~our onClass ~~our~~A ~~search~~common ~~for~~stock ato ~~Business~~adhere ~~Combination,~~to more stringent rules and ~~any~~possibly ~~target~~result ~~business~~in ~~with~~a ~~which~~reduced welevel ~~ultimately~~of ~~consummate~~trading aactivity ~~Business Combination.~~in the secondary trading market for our securities;

In• ~~December 2019,~~ a ~~novel~~limited ~~strain~~amount of ~~coronavirus~~news ~~(COVID-19) was reported to have surfaced in Wuhan, China, which has~~ and is ~~continuing~~analyst tocoverage; ~~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 consummate 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 consummate 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 consummate a Business Combination, or the operations of a target business with which we ultimately consummate a Business Combination.

~~Subsequent~~• toa ~~our~~decreased ~~completion~~ability ~~of our initial Business Combination, we may be required~~ to ~~take~~issue ~~write-downs~~additional orsecurities ~~write-offs, restructuring and impairment~~ or ~~other~~obtain ~~charges~~additional ~~that~~financing ~~could~~in ~~have~~the ~~a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment~~future.

~~Even~~The ifNational weSecurities ~~conduct~~Markets ~~due~~Improvement ~~diligence~~Act onof a1996, ~~target~~which ~~business~~is ~~with~~a ~~which~~federal ~~we combine~~statute, weprevents ~~cannot~~or ~~assure~~preempts ~~you~~the ~~that~~states ~~this~~from ~~diligence~~regulating ~~will~~the ~~surface~~sale ~~all material~~of ~~issues~~certain ~~with a particular target business~~securities, ~~that~~which itare ~~would~~referred ~~be possible~~ to ~~uncover~~as ~~all~~“covered ~~material~~securities.” ~~issues~~Because ~~through~~we aexpect ~~customary amount of due diligence, or~~ that ~~factors~~our ~~outside~~units ~~of the target business~~ and ~~outside~~eventually of our ~~control~~Class A ~~will~~common ~~not~~stock ~~later~~and ~~arise. As~~warrants awill ~~result of these factors, we may~~ be ~~forced~~listed toon ~~later~~the ~~write-down or write-off assets~~NYSE, ~~restructure~~ our ~~operations~~units, orClass A ~~incur~~common ~~impairment~~stock orand ~~other~~warrants ~~charges~~will ~~that~~qualify ~~could~~as ~~result~~covered insecurities ~~our~~under ~~reporting~~the ~~losses~~statute. ~~Even~~Although ifthe ~~our due~~states ~~diligence~~are ~~successfully~~preempted ~~identifies~~from ~~certain~~regulating ~~risks,~~the ~~unexpected~~sale ~~risks~~of ~~may arise and previously known risks may materialize in a manner not consistent with~~ our ~~preliminary~~securities, ~~risk~~the ~~analysis.~~federal ~~Even~~statute ~~though~~does ~~these~~allow ~~charges~~the ~~may~~states ~~be non-cash~~to ~~items~~investigate ~~and~~companies ~~not~~if ~~have~~there anis ~~immediate~~a ~~impact~~suspicion onof ~~our~~fraud, ~~liquidity~~and, ~~the~~if ~~fact~~there ~~that~~is wea ~~report~~finding ~~charges~~ of ~~this~~fraudulent ~~nature~~activity, ~~could~~then ~~contribute~~the tostates ~~negative~~can ~~market~~regulate ~~perceptions about us~~ or ~~our~~bar ~~securities.~~the Insale ~~addition, charges~~ of ~~this~~covered ~~nature~~securities ~~may~~in ~~cause~~a usparticular tocase. ~~violate~~While ~~net worth or other covenants to which~~ we ~~may~~are benot ~~subject~~aware asof a ~~result~~state ofhaving ~~assuming~~used ~~pre-existing~~these ~~debt~~powers ~~held~~to byprohibit ~~a target business~~ or byrestrict ~~virtue~~the sale of ~~our~~securities ~~obtaining~~issued ~~post-combination debt~~by ~~financing.~~blank ~~Accordingly~~check companies, ~~any~~other ~~stockholders~~than ~~who choose to remain stockholders following~~ the ~~Business~~State ~~Combination~~of ~~could~~Idaho, ~~suffer~~certain astate ~~reduction in the value of their~~ securities. ~~Such~~regulators ~~stockholders~~view ~~are~~blank ~~unlikely~~check tocompanies ~~have~~unfavorably aand ~~remedy~~might ~~for~~use ~~such~~these ~~reduction~~powers, inor ~~value unless~~threaten ~~they are able~~ to ~~successfully~~use ~~claim~~these ~~that~~powers, ~~the reduction was due~~ to hinder the ~~breach~~sale ~~by our officers or directors~~ of asecurities ~~duty~~ of ~~care~~blank orcheck ~~other~~companies ~~fiduciary~~in ~~duty~~their ~~owed~~states. ~~to them~~Further, or if ~~they~~we ~~are~~were ~~able~~no tolonger ~~successfully~~listed ~~bring~~on athe ~~private~~NYSE, ~~claim~~our ~~under~~ securities ~~laws that~~would ~~the~~not ~~proxy~~qualify ~~solicitation~~as orcovered ~~tender~~securities ~~offer~~under ~~materials~~the statute, asand ~~applicable,~~we ~~relating~~would tobe ~~the~~subject ~~Business~~to ~~Combination~~regulation ~~contained~~in aneach ~~actionable~~state ~~material~~in ~~misstatement~~which orwe ~~material~~offer ~~omission~~our securities.

IfYou ~~third~~will ~~parties~~not ~~bring claims against us, the proceeds held in the trust account could~~ be ~~reduced~~entitled ~~and~~to ~~the~~protections ~~per-share redemption~~normally ~~amount~~afforded ~~received~~to byinvestors ~~stockholders~~of ~~may~~many beother ~~less~~blank ~~than~~check ~~$10~~companies.00 ~~per share.~~

~~Our~~Since ~~placing~~the ofnet ~~funds~~proceeds inof ~~the~~our ~~trust~~initial ~~account~~public ~~may~~offering ~~not protect~~and ~~those~~the ~~funds~~sale ~~from~~of ~~third-party~~the ~~claims~~private ~~against~~placement ~~us.~~warrants ~~Although~~are weintended ~~will seek~~ to ~~have~~be ~~all~~used ~~vendors,~~to ~~service~~complete ~~providers~~an ~~(other~~initial ~~than~~Business ~~our~~Combination ~~independent~~with ~~auditors),~~a ~~prospective~~ target ~~businesses and other entities with which we do~~ business ~~execute~~that ~~agreements with~~has usnot ~~waiving~~been ~~any right~~selected, ~~title,~~we ~~interest~~may orbe ~~claim~~deemed ~~of any kind in or~~ to ~~any~~be ~~monies~~a ~~held~~“blank incheck” ~~the~~company ~~trust~~under ~~account for~~ the ~~benefit~~United ofStates ~~our~~securities ~~public~~laws. ~~stockholders~~However, ~~such~~because ~~parties~~we ~~may~~have ~~not~~net ~~execute~~tangible ~~such~~assets ~~agreements,~~in orexcess ~~even~~of ~~if they execute such agreements~~$5,000,000, ~~they~~we ~~may not~~are beexempt ~~prevented~~ from ~~bringing~~rules ~~claims~~promulgated ~~against~~by the ~~trust~~SEC ~~account, including, but not limited~~ to, ~~fraudulent~~protect ~~inducement,~~investors ~~breach~~in ofblank ~~fiduciary~~check ~~responsibility or other similar claims~~companies, assuch ~~well~~ as ~~claims~~Rule 419. ~~challenging the enforceability of the waiver~~Accordingly, ~~in each~~investors ~~case~~will innot ~~order~~be toafforded ~~gain~~the ~~advantage~~benefits ~~with~~or ~~respect~~protections toof athose ~~claim~~rules. ~~against~~Among ~~our~~other ~~assets~~things, ~~including~~this ~~the~~means ~~funds~~our ~~held~~units inwill ~~the~~be ~~trust~~immediately ~~account.~~tradable Ifand ~~any~~we ~~third~~will ~~party~~have ~~refuses~~a tolonger ~~execute~~period anof ~~agreement~~time ~~waiving such claims~~ to ~~the~~complete ~~monies held in the trust account,~~ our ~~management~~ ~~will~~initial ~~perform~~Business anCombination ~~analysis~~than ofdo ~~the~~companies ~~alternatives~~subject ~~available~~ to itRule 419. ~~and~~Moreover, ~~will~~if ~~only~~our ~~enter~~initial ~~into~~public anwere ~~agreement~~subject ~~with~~to aRule 419, ~~third party~~ that ~~has~~rule ~~not~~would ~~executed~~prohibit athe ~~waiver~~release ifof ~~management~~any ~~believes~~interest ~~that~~earned ~~such~~on ~~third~~funds ~~party’s~~held ~~engagement~~in ~~would~~the betrust ~~significantly more~~account ~~beneficial~~ to us ~~than~~unless ~~any~~and ~~alternative.~~until ~~Making~~the ~~such~~funds ain ~~request of potential target businesses may make our acquisition proposal less attractive to them and, to~~ the ~~extent~~trust ~~prospective~~account ~~target~~were ~~businesses~~released ~~refuse~~ to ~~execute~~us ~~such~~in aconnection ~~waiver,~~with itour ~~may~~completion ~~limit the field~~ of ~~potential~~an ~~target~~initial ~~businesses~~Business ~~that we might pursue~~Combination.

~~Examples~~If ~~of possible instances where~~ we ~~may~~seek ~~engage~~stockholder aapproval ~~third party that refuses to execute a waiver include the engagement~~ of aour ~~third~~initial ~~party~~Business ~~consultant~~Combination ~~whose~~and ~~particular~~we ~~expertise~~do ornot ~~skills~~conduct ~~are~~redemptions ~~believed~~pursuant ~~by management~~ to bethe ~~significantly~~tender ~~superior~~offer torules, ~~those~~and ofif ~~other~~you ~~consultants~~or ~~that would agree to execute~~ a ~~waiver~~“group” orof ~~in cases~~stockholders ~~where~~are ~~management~~deemed ~~is unable~~ to ~~find~~hold ain ~~service~~excess ~~provider~~of ~~willing~~15% toof ~~execute~~our aClass A ~~waiver.~~common ~~In addition~~stock, ~~there~~you iswill nolose ~~guarantee~~the ~~that~~ability ~~such entities will agree~~ to ~~waive~~redeem ~~any~~all ~~claims~~such ~~they~~shares ~~may have~~ in ~~the~~excess ~~future~~of as15% ~~a result~~ of, orour ~~arising~~Class A ~~out~~common ~~of,~~stock. ~~any~~

23If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial Business Combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

~~Table~~22 ~~of Contents~~

~~negotiations,~~Table ~~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 24 months from the closing of our initial public offering, or upon the exercise of a redemption right in connection with our initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which was filed as an exhibit to the registration statement for our initial public offering, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest 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 underwriters 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’s only 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 $10.00 per public share. In such event, we may not be able to complete our initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Contents

~~Our~~Because ~~directors~~of our limited resources and the significant competition for Business Combination opportunities, it may ~~decide~~be ~~not~~more difficult for us to ~~enforce~~complete ~~the~~our ~~indemnification~~initial ~~obligations~~Business ofCombination. If we do not complete our ~~sponsor~~initial Business Combination, ~~resulting~~our inpublic astockholders ~~reduction~~may inreceive ~~the~~only ~~amount~~their pro rata portion of the funds in the trust account that are available for distribution to ~~our~~ public stockholders, and our warrants will expire worthless.

InWe ~~the~~expect ~~event~~to ~~that~~encounter ~~the~~intense ~~proceeds~~competition infrom ~~the~~other ~~trust~~entities ~~account~~having ~~are~~a ~~reduced~~business ~~below the~~objective ~~lesser~~similar ofto ~~(i) $10.00~~ours, ~~per~~including ~~share~~private ~~and~~investors (iiwhich may be individuals or investment partnerships) ~~the~~, ~~actual~~other ~~amount~~blank ~~per~~check ~~share~~companies ~~held~~and inother ~~the~~entities, ~~trust~~domestic ~~account~~and asinternational, ofcompeting for the ~~date~~types of ~~the~~businesses ~~liquidation~~we ofintend ~~the~~to ~~trust~~acquire. ~~account~~Many ifof ~~less~~these ~~than~~individuals ~~$10.00~~and ~~per~~entities ~~share~~are ~~due~~well-established toand ~~reductions~~have extensive experience in ~~the~~identifying ~~value~~and ofeffecting, ~~the~~directly ~~trust~~or ~~assets~~indirectly, acquisitions of companies operating in ~~each~~ ~~case~~or ~~net~~providing ofservices ~~the~~to ~~interest~~various ~~that~~industries. ~~may~~Many beof ~~withdrawn~~these tocompetitors ~~pay~~possess ~~our~~greater ~~taxes~~technical, ifhuman ~~any,~~and other resources or more local industry knowledge than we do and our ~~sponsor~~financial ~~assert~~resources ~~that~~will itbe isrelatively ~~unable~~limited towhen ~~satisfy~~contrasted ~~its~~with ~~obligations~~those orof ~~that~~many itof ~~has~~these nocompetitors. ~~indemnification~~While ~~obligations~~we ~~related~~believe tothere aare ~~particular~~numerous ~~claim,~~target businesses we could potentially acquire with the net proceeds of our ~~independent~~initial ~~directors would~~public ~~determine~~offering ~~whether~~and tothe ~~take~~sale ~~legal~~of ~~action~~the ~~against~~private placement warrants, our ~~sponsor~~ability to ~~enforce~~compete ~~its~~with ~~indemnification~~respect ~~obligations.~~to ~~While~~the weacquisition ~~currently~~of ~~expect~~certain target businesses that are sizable will be limited by our ~~independent~~available ~~directors~~financial ~~would~~resources. ~~take~~This ~~legal~~inherent ~~action~~competitive onlimitation ~~our~~gives ~~behalf~~others ~~against~~an ~~our~~advantage ~~sponsor~~in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to ~~enforce~~offer ~~its indemnification~~holders ~~obligations~~of our public shares the right to ~~us,~~redeem ittheir isshares ~~possible~~for ~~that~~cash at the time of our ~~independent~~initial ~~directors~~Business Combination in ~~exercising~~conjunction ~~their~~with ~~business~~a ~~judgment~~stockholder ~~and~~vote ~~subject~~or tovia ~~their~~a ~~fiduciary~~tender ~~duties~~offer. Target companies will be aware that this may ~~choose~~reduce ~~not~~the resources available to dous sofor our initial Business Combination. Any of these obligations may place us at a competitive disadvantage in ~~any~~successfully ~~particular~~negotiating ~~instance~~a Business Combination. If we do not complete our ~~independent~~initial ~~directors~~Business ~~choose~~Combination ~~not to~~our ~~enforce~~public ~~these~~stockholders ~~indemnification~~may ~~obligations,~~receive ~~the~~only ~~amount~~their pro rata portion of the funds in the trust account that are available for distribution to ~~our~~ public stockholders, ~~may~~and beour ~~reduced~~warrants ~~below~~will ~~$10.00~~expire ~~per share~~worthless.

~~The~~If ~~securities~~the innet ~~which~~proceeds weof ~~invest~~our initial public offering and the ~~funds~~sale of the private placement warrants not being held in the trust account ~~could~~are ~~bear~~insufficient ato ~~negative~~allow ~~rate~~us ofto ~~interest~~operate for at least the next 24 months, ~~which~~it could ~~reduce~~limit the ~~value~~amount ofavailable ~~the~~to ~~assets held~~fund inour ~~trust~~search ~~such~~for ~~that~~a ~~the~~target ~~per-share~~business ~~redemption~~or ~~amount~~businesses ~~received~~and bycomplete ~~public~~our ~~shareholders~~initial ~~may~~Business beCombination, ~~less~~and ~~than~~we ~~$10.00~~will ~~per~~depend ~~share~~on loans from our sponsor or management team to fund our search and to complete our initial Business Combination.

The funds available to us outside of the trust account to fund our working capital requirements may not be sufficient to allow us to operate for at least the next 24 months, assuming that our initial Business Combination is not completed during that time. We believe that the funds available to us outside of the trust account, together with funds available from loans from our sponsor will be sufficient to allow us to operate for at least the next 24 months; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a“no-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial Business Combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. shop”

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

24If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial Business Combination. Up to $1,500,000 of such loans may be convertible into warrants of

~~Table~~23 ~~of Contents~~

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

Wethe ~~have~~post-Business ~~agreed~~Combination toentity ~~indemnify~~at ~~our~~a ~~officers~~price ~~and~~of ~~directors~~$1.50 toper ~~the~~warrant ~~fullest~~at ~~extent~~the ~~permitted~~option byof ~~law~~the lender. ~~However,~~The ~~our~~warrants ~~officers~~would ~~and directors~~be ~~have~~identical ~~agreed~~ to ~~waive~~the ~~any~~private ~~right,~~placement ~~title,~~warrants. ~~interest~~Prior orto ~~claim~~the completion of ~~any~~our ~~kind~~initial inBusiness orCombination, towe ~~any~~do ~~monies~~not inexpect ~~the trust account and~~ to ~~not~~ seek ~~recourse~~loans ~~against~~from ~~the~~parties ~~trust~~other ~~account~~than ~~for~~our ~~any~~sponsor ~~reason~~or ~~whatsoever~~an ~~(except~~affiliate toof ~~the~~our ~~extent~~sponsor ~~they~~as ~~are~~we ~~entitled~~do tonot ~~funds from~~believe ~~the~~third ~~trust~~parties ~~account~~will ~~due~~be willing to ~~their~~loan ~~ownership~~such offunds ~~public~~and ~~shares).~~provide ~~Accordingly,~~a waiver against any ~~indemnification~~and ~~provided~~all ~~will~~rights beto ~~able~~seek access to befunds ~~satisfied~~in byour ustrust ~~only~~account. ifIf ~~(i)~~ we ~~have~~are ~~sufficient~~unable ~~funds~~to ~~outside~~obtain ofthese ~~the~~loans, ~~trust~~we ~~account~~may orbe ~~(ii) we~~unable to complete anour initial Business Combination. ~~Our~~If ~~obligation~~we todo ~~indemnify~~not complete our ~~officers~~initial ~~and~~Business ~~directors~~Combination ~~may~~because ~~discourage~~we ~~stockholders~~do ~~from~~not ~~bringing~~have asufficient ~~lawsuit~~funds ~~against~~available ~~our~~to ~~officers~~us, orwe ~~directors~~will ~~for~~be ~~breach~~forced ofto ~~their~~cease ~~fiduciary~~operations ~~duty.~~and ~~These~~liquidate ~~provisions~~the ~~also~~trust ~~may~~account. ~~have~~Consequently, ~~the~~our ~~effect~~public ~~of reducing~~stockholders ~~the~~may ~~likelihood~~only ofreceive ~~derivative~~an ~~litigation~~estimated ~~against~~$10.00 ~~our~~per ~~officers~~share, ~~and~~or ~~directors~~possibly less, ~~even~~on ~~though~~our ~~such~~redemption anof ~~action,~~our ifpublic ~~successful~~shares, ~~might~~and ~~otherwise~~our ~~benefit~~warrants uswill ~~and~~expire ~~our stockholders~~worthless. ~~Furthermore~~In certain circumstances, aour ~~stockholder’s~~public ~~investment~~stockholders may bereceive ~~adversely~~less ~~affected to~~than ~~the~~$10.00 ~~extent~~per weshare ~~pay~~on the ~~costs~~redemption of ~~settlement~~their ~~and damage awards against our officers and directors pursuant to these indemnification provisions~~shares.

The recent coronavirus

~~If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding~~(COVID-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages. 19)

pandemic and the impact on business and debt and equity markets could have a material adverse effect on our search for a Business Combination, and any target business with which we ultimately consummate a Business Combination.

In December 2019, a novel strain of coronavirus

~~If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding~~(COVID-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. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. 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.” Outbreaks of

~~If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding~~COVID-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. 19

and its variants have adversely affected, and other events (such as terrorist attacks, natural disasters, significant outbreak of other infectious diseases or other

~~If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding~~COVID-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, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. 19

variants) could adversely affect, the economies and financial markets worldwide, and the business of any potential target business with which we consummate an Business Combination could be materially and adversely affected. Furthermore, we may be unable to complete a Business Combination if concerns relating to

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination. COVID-19

and its variants continue to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which

~~If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:~~ COVID-19

and its variants impact 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

~~• restrictions on the nature of our investments; and~~COVID-19

pandemic and the actions to contain

~~• restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination.~~COVID-19

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

25 COVID-19,

its variants or other events (such as terrorist attacks, natural disasters, significant outbreak of other infectious diseases or other

~~Table of Contents~~COVID-19

variants) 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. Finally, the outbreak of

~~In addition, we may have imposed upon us burdensome requirements, including:~~ COVID-19

and its variants may also have the effect of heightening many of the other risks described in this “Risks Factors” section.

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

~~• registration as an investment company;~~COVID-19,

its variants and other events (such as terrorist attacks, natural disasters, significant outbreak of other infectious diseases or

~~• adoption of a specific form of corporate structure; and~~COVID-19

variants), including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

•Subsequent ~~reporting,~~to ~~record~~our ~~keeping,~~completion ~~voting~~of our initial Business Combination, ~~proxy~~we ~~and~~may ~~disclosure~~be ~~requirements~~required to take write-downs or write-offs, restructuring and impairment or other ~~rules~~charges that could have a significant negative effect on our financial condition, results of operations and ~~regulations~~our share price, which could cause you to lose some or all of your investment.

Even if we conduct due diligence on 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 uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or

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

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2anon-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest to occur of either: (a) the completion of our initial Business Combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete an initial Business Combination within 24 months from the closing of our initial public offering or (ii) with respect to any other provisions relating to the rights of holders of our Class A common stock; or (c) absent our completing an initial Business Combination within 24 months from the closing of our initial public offering, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a Business Combination. If we do not complete our initial Business Combination, 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 warrants will expire worthless. cash

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

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

debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our 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.

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

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

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

26Our 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 auditors), 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.

~~Table~~Examples of ~~Contents~~possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any

~~If we have not completed an initial Business Combination within~~ 24 ~~months~~ ~~from the closing of our initial public offering, our public stockholders may be forced to wait beyond such 24 months before redemption from our trust account.~~

IfTable ~~we have not completed an initial Business Combination within 24 months from the closing~~ of our initial public offering, the proceeds 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 up to $100,000 of the interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public stockholders from the trust account will be effected automatically by function of our amended and restated certificate of incorporation prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Delaware General Corporation Law (the “DGCL”). In that case, investors may be forced to wait beyond 24 months from the closing of our initial public offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we complete our initial Business Combination prior thereto and only then in cases where investors have sought to redeem their Class A common stock. Only upon our redemption or any liquidation will public stockholders be entitled to distributions if we do not complete our initial Business Combination. Contents

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 24 months from the closing of our initial public offering, 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

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

redemption amount received by public stockholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which was filed as an exhibit to the registration statement for our initial public offering, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest 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 underwriters 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’s only 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 $10.00 per public share. In such event, we may not be able to complete our initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Under~~Our ~~the~~directors ~~DGCL, stockholders~~ may bedecide ~~held~~not ~~liable for claims by third parties against a corporation~~ to enforce the ~~extent~~indemnification obligations of ~~distributions~~our ~~received~~sponsor, byresulting ~~them~~ in a ~~dissolution.~~reduction ~~The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares~~ in the ~~event~~amount ~~we do not complete our initial Business Combination within 24 months from the closing~~ of ~~our~~funds ~~initial public offering may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth~~ in ~~Section 280 of~~ the ~~DGCL~~trust ~~intended~~account toavailable ~~ensure that it makes reasonable provision~~ for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution ~~is limited~~ to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our ~~intention to redeem our~~ public shares as soon as reasonably possible following the 24th month from the closing of our initial public offering in the event we do not complete our initial Business Combination and, therefore, we do not intend to comply with the foregoing proceduresstockholders.

~~Because~~In ~~we will not be complying with Section 280, Section 281(b) of~~ the ~~DGCL~~event ~~requires us to adopt a plan, based on facts known to us at such time~~ that ~~will~~the ~~provide~~proceeds ~~for~~in ~~our payment of all existing and pending claims or claims that may be potentially brought against us within~~ the ~~10 years~~trust ~~following~~account ~~our dissolution. However, because we~~ are areduced ~~blank~~below ~~check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire,~~ the ~~only~~lesser ~~likely~~of ~~claims to arise would be from our vendors~~ (~~such as lawyers, investment bankers, etc.~~i) ~~or prospective target businesses~~ $10.00 Ifper ~~our~~share ~~plan~~and ~~of distribution complies with Section 281~~(bii) of the ~~DGCL,~~actual ~~any~~amount ~~liability~~per ofshare ~~stockholders~~held ~~with~~in ~~respect~~the totrust aaccount ~~liquidating~~as ~~distribution~~of isthe ~~limited~~date toof the ~~lesser~~liquidation of ~~such~~the ~~stockholder’s~~trust ~~pro rata~~account ~~share~~if ofless ~~the~~than ~~claim~~$10.00 ~~or the~~per ~~amount~~share ~~distributed~~due to ~~the~~reductions ~~stockholder,~~in ~~and~~the ~~any~~value ~~liability~~ of the ~~stockholder~~trust ~~would~~assets, ~~likely~~in beeach ~~barred~~case ~~after~~net ~~the third anniversary~~ of the ~~dissolution.~~interest ~~We cannot assure you~~ that ~~we will properly assess all claims that~~ may be ~~potentially~~withdrawn ~~brought against~~to ~~us.~~pay Asour ~~such~~taxes, ~~our~~if ~~stockholders~~any, ~~could~~and ~~potentially~~our besponsor ~~liable~~assert ~~for~~that ~~any~~it ~~claims~~is unable to ~~the~~satisfy ~~extent~~its ofobligations ~~distributions~~or ~~received~~that byit ~~them~~has ~~(but~~ no ~~more)~~indemnification ~~and~~obligations ~~any~~related ~~liability~~to ofa ~~our~~particular ~~stockholders~~claim, ~~may~~our ~~extend~~independent ~~beyond~~directors ~~the~~would ~~third~~determine ~~anniversary~~whether ofto ~~such~~take ~~date.~~legal ~~Furthermore, if~~action ~~the~~against ~~pro rata portion of~~ our ~~trust~~sponsor ~~account~~to ~~distributed~~enforce toits ~~our~~indemnification ~~public~~obligations. ~~stockholders~~While ~~upon~~we ~~the~~currently ~~redemption~~expect ofthat our ~~public~~independent ~~shares~~directors inwould ~~the~~take ~~event~~legal weaction doon ~~not complete~~ our ~~initial~~behalf ~~Business~~against ~~Combination~~our ~~within~~sponsor ~~24 months~~to ~~from~~enforce ~~the~~its ~~closing~~indemnification ofobligations ~~our~~to ~~initial public~~us, ~~offering~~it is ~~not~~possible ~~considered~~that aour ~~liquidating~~independent ~~distribution~~directors ~~under~~in ~~Delaware~~exercising ~~law~~their ~~and~~business ~~such~~judgment ~~redemption~~and ~~distribution~~subject isto ~~deemed~~their tofiduciary beduties ~~unlawful~~may ~~(potentially~~choose ~~due~~not to ~~the~~do ~~imposition~~so ofin ~~legal~~any ~~proceedings~~particular ~~that~~instance. aIf ~~party~~our ~~may~~independent ~~bring~~directors orchoose ~~due~~not to ~~other~~enforce ~~circumstances that~~these ~~are~~indemnification ~~currently unknown)~~obligations, ~~then~~the ~~pursuant~~amount ~~to Section 174~~ of ~~the~~funds ~~DGCL,~~in the ~~statute~~trust ofaccount ~~limitations~~available for ~~claims of creditors could then be six years after the unlawful redemption~~ distribution, ~~instead~~to ofour ~~three~~public ~~years,~~stockholders asmay inbe ~~the~~reduced ~~case~~below of$10.00 ~~a liquidating~~per ~~distribution~~share.

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

27 per-share

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

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

~~Table of Contents~~Rule 2a-7

under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their

~~We may not hold an annual meeting of stockholders until after the completion of our initial Business Combination.~~ pro-rata

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

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

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

~~Holders~~25 ~~of our Class A common stock will not be entitled to vote on any appointment of directors we hold prior to our initial Business Combination.~~

~~Prior~~Table ~~to our initial Business Combination, only holders~~ of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the completion of an initial Business Combination. Contents

We ~~are not registering the Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration~~ may not behave insufficient ~~place~~funds ~~when an investor desires~~ to ~~exercise~~satisfy ~~warrants,~~indemnification ~~thus~~claims ~~precluding~~of ~~such~~our ~~investor~~directors ~~from being able to exercise its warrants except on a cashless basis~~ and ~~potentially~~executive ~~causing such warrants to expire worthless~~officers.

We ~~are~~have ~~not~~agreed ~~registering~~to indemnify our officers and directors to the ~~Class A~~fullest ~~common~~extent ~~stock~~permitted ~~issuable~~by ~~upon~~law. ~~exercise~~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 ~~warrants~~trust ~~under~~account and to not seek recourse against the ~~Securities~~trust ~~Act~~account or for any ~~state~~reason ~~securities~~whatsoever ~~laws~~(except atto ~~this~~the ~~time.~~extent ~~However,~~they ~~under~~are entitled to funds from the ~~terms~~trust account due to their ownership of ~~the~~public ~~warrant~~shares). ~~agreement~~Accordingly, weany ~~have~~indemnification ~~agreed~~provided will be able to ~~use~~be ~~our~~satisfied ~~commercially~~by ~~reasonable~~us ~~efforts~~only toif ~~file~~(i) we ahave ~~registration~~sufficient ~~statement~~funds ~~under~~outside of the ~~Securities~~trust ~~Act~~account ~~covering~~or ~~such~~(ii) we ~~shares~~complete ~~and~~an ~~maintain~~initial ~~a current~~Business ~~prospectus~~Combination. ~~relating~~Our obligation to ~~the~~indemnify ~~Class A~~our ~~common~~officers ~~stock~~and ~~issuable~~directors ~~upon~~may ~~exercise~~discourage ofstockholders ~~the~~from ~~warrants~~bringing ~~until~~a ~~the~~lawsuit ~~expiration~~against our officers or directors for breach of ~~the~~their ~~warrants~~fiduciary induty. ~~accordance~~These ~~with~~provisions also may have the ~~provisions~~effect of reducing the ~~warrant~~likelihood ~~agreement.~~of Wederivative ~~cannot~~litigation ~~assure~~against ~~you~~our ~~that~~officers weand ~~will~~directors, beeven ~~able~~though tosuch doan ~~so if~~action, ~~for~~if ~~example~~successful, ~~any~~might ~~facts~~otherwise orbenefit ~~events~~us ~~arise~~and ~~which~~our ~~represent~~stockholders. Furthermore, a ~~fundamental~~stockholder’s ~~change~~investment inmay ~~the~~be ~~information~~adversely ~~set~~affected ~~forth~~to in the ~~registration~~extent ~~statement~~we orpay ~~prospectus,~~ the ~~financial~~costs ~~statements~~of ~~contained~~settlement orand ~~incorporated~~damage byawards ~~reference~~against ~~therein~~our ~~are~~officers ~~not~~and ~~current~~directors ~~or correct~~pursuant orto ~~the~~these ~~SEC~~indemnification ~~issues a stop order~~provisions.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy or

If the shares of our Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis, in which case the number of shares of our Class A common stock that you will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to 0.361 shares of our Class A common stock per warrant (subject to adjustment). winding-up

petition or an involuntary bankruptcy or

However, no such warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption from state registration is available. winding-up

petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy or

Notwithstanding the above, if the shares of our Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. winding-up

petition or an involuntary bankruptcy or

In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the 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. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy or

28 winding-up

petition or an involuntary bankruptcy or

~~Table of Contents~~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

holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of our Class A common stock included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) would be able to sell the common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying common stock. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) would be able to sell the shares of common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying shares of common stock. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. per-share

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

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy or

Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement covering the Class A common stock issuable upon exercise of these warrants will cause holders to receive fewer shares of our Class A common stock upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash. winding-up

petition or an involuntary bankruptcy or

If we call the warrants for redemption, we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis. If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number of shares of our Class A common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the Class A common stock have a fair market value of $17.50 per share when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 shares of our Class A common stock. The holder would have received 875 shares of our Class A common stock if the exercise price was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of shares of our Class A common stock upon a cashless exercise of the warrants they hold. winding-up

~~The warrants may become exercisable and redeemable for a security other than the Class A common stock, and you will not have any information regarding such other security at this time.~~ per-share

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

InIf ~~certain situations, including if~~ we are ~~not~~deemed ~~the~~to ~~surviving~~be ~~entity~~an ininvestment ~~our~~company ~~initial~~under ~~Business Combination,~~ the ~~warrants~~Investment ~~may~~Company ~~become exercisable for a security other than the Class A common stock. As a result~~Act, ifwe ~~the surviving company redeems your warrants for securities pursuant to the warrant agreement, you~~ may ~~receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will~~ be required to ~~use~~institute ~~commercially~~burdensome ~~reasonable~~compliance ~~efforts~~requirements toand ~~register~~our ~~the~~activities ~~issuance~~may ofbe ~~the~~restricted, ~~security~~which ~~underlying~~may ~~the~~make ~~warrants~~it ~~within~~difficult ~~twenty~~for ~~business~~us ~~days~~to ofcomplete ~~the~~our ~~closing of an~~ initial Business Combination.

~~Our~~If ~~Chief~~we ~~Executive~~are ~~Officer~~deemed ~~is party~~ to ~~non-compete~~be ~~arrangements~~an ~~that~~investment ~~will~~company ~~limit~~under the ~~types~~ ofInvestment ~~companies~~Company ~~that we can target for an initial Business Combination~~Act, ~~among other restrictions, which could limit~~ our ~~prospects~~activities ~~for~~may anbe ~~initial~~restricted, ~~Business~~including: ~~Combination or make us a less attractive buyer to certain target companies~~

~~Mr. Galvin,~~• ~~our~~restrictions ~~Chief~~on Executive Officer and a director, is bound by non-compete and non-solicitation arrangements with WESCO (as successor-in-interest to Anixter, a distributor of network and security solutions, electrical and electronic solutions and utility power solutions). These arrangements are in effect until June 22, 2022, and prohibit Mr. Galvin from (i) competing with the ~~business~~nature of ~~Anixter,~~our ~~its~~investments; ~~subsidiaries~~ and affiliates in any U.S. state or any nation in which any of Anixter, its subsidiaries and affiliates conducted business immediately prior to June 22, 2020, and (ii) soliciting any of the employees, agents, consultants or representatives of such entities to leave such entities or become employees, agents, representatives or consultants of any other person or entity.

29• restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination.

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

InTable ~~light~~ of these arrangements, we will not seek an initial Business Combination with any company with operations in Anixter’s businesses during the restricted period without the prior written consent of WESCO. In addition, if our initial Business Combination does not cause Mr. Galvin to violate the non-compete arrangements, no assurance can be given that the combined company would not in the future engage in competitive activities that would cause him to be in breach of the non-compete arrangements. If a court were to conclude that a violation of these arrangements had occurred, it could extend the term of the restrictions and/or enjoin Mr. Galvin from participating in our company, or enjoin us from engaging in aspects of the business that compete with Anixter, as applicable. The court could also impose monetary damages against Mr. Galvin or us. This could materially harm our business and the trading prices of our securities. Contents

~~Even~~In ~~if ultimately resolved in our favor~~addition, ~~any~~we ~~litigation~~may ~~associated~~have ~~with~~imposed ~~the non-compete~~upon ~~arrangements~~us ~~could~~burdensome ~~be time consuming~~requirements, ~~costly~~including: ~~and distract management’s focus from locating suitable acquisition candidates and operating our business.~~

~~The~~• ~~grant of~~ registration ~~rights~~as toan ~~our~~investment sponsor may make it more difficult to complete our initial Business Combination, and the future exercise of such rights may adversely affect the market price of the shares of our Class A common stock. company;

~~Pursuant~~• toadoption ~~an agreement entered into concurrently with the issuance and sale~~ of the securities in our initial public offering, our sponsor and its permitted transferees can demand that we register the shares of our Class A common stock into which founder shares are convertible, the private placement warrants and the Class A common stock issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital loans and the Class A common stock issuable upon conversion of such warrants. The registration rights will be exercisable with respect to the founder shares and the private placement warrants and the Class A common stock issuable upon exercise of such private placement warrants. The registration and availability of such a ~~significant~~specific ~~number~~form of ~~securities~~corporate ~~for~~structure; trading in the public market may have an adverse effect on the market price of our Class A common stock. In addition, the existence of the registration rights may make our initial Business Combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the securities owned by our sponsor or its permitted transferees are registered. and

~~Because~~• wereporting, ~~are~~record ~~neither~~keeping, ~~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~~voting, ~~you~~proxy ~~will~~and bedisclosure ~~unable~~requirements toand ~~ascertain~~other ~~the~~rules ~~merits~~and ~~or risks of any particular target business’s operations~~regulations.

WeIn ~~may~~order ~~pursue Business Combination opportunities in any sector, except that we will~~ not, ~~under~~to ~~our amended and restated certificate of incorporation,~~ be ~~permitted~~regulated toas ~~effectuate~~an ~~our~~investment ~~initial Business Combination solely with another blank check~~ company orunder ~~similar~~the ~~company~~Investment ~~with~~Company ~~nominal~~Act, ~~operations.~~unless ~~Because~~ we ~~have~~can ~~not~~qualify ~~yet~~for ~~selected~~an ~~or approached any specific target business with respect to a Business Combination~~exclusion, 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~~must ~~our initial~~ensure ~~Business~~that ~~Combination,~~ we ~~may~~are beengaged ~~affected~~primarily ~~by numerous risks inherent~~ in ~~the~~a business ~~operations~~other ~~with~~than ~~which we combine. For example~~investing, ifreinvesting ~~we combine with a financially unstable business~~ or antrading ~~entity lacking an established record~~ of ~~sales~~securities ~~or earnings, we may be affected by the risks inherent in the business~~ and ~~operations~~that ~~of a financially unstable or a development stage entity. Although~~ our ~~officers~~activities ~~and~~do ~~directors~~not ~~will~~include ~~endeavor~~investing, toreinvesting, ~~evaluate the risks inherent in a particular target business~~owning, weholding ~~cannot assure you that we will properly ascertain~~ or ~~assess~~trading ~~all~~“investment ofsecurities” ~~the~~constituting ~~significant~~more ~~risk~~than ~~factors~~40% ~~or that we will have adequate time to complete due diligence. Furthermore, some~~ of ~~these~~our ~~risks~~assets ~~may~~(exclusive ~~be outside~~ of ~~our~~U.S. government ~~control~~securities and ~~leave~~cash ~~us with~~items) noon ~~ability~~an tounconsolidated ~~control~~basis. orOur ~~reduce the chances that those risks will adversely impact a target~~ business. ~~We also cannot assure you that an investment in our units~~ will ~~ultimately prove to~~ be ~~more favorable~~ to ~~investors~~identify ~~than~~and acomplete ~~direct investment, if such opportunity were available, in~~ a Business Combination ~~target.~~and ~~Accordingly,~~thereafter ~~any stockholders who choose~~ to ~~remain~~operate ~~stockholders~~the ~~following~~post-transaction ~~our~~business ~~initial~~or ~~Business~~assets ~~Combination~~for ~~could suffer a reduction in~~ the ~~value~~long ~~of their securities~~term. ~~Such stockholders~~We ~~are~~do ~~unlikely~~not toplan ~~have a remedy for such reduction in value unless they are able~~ to ~~successfully~~buy ~~claim~~businesses ~~that the reduction was due to the breach by our officers~~ or ~~directors~~assets ofwith a ~~duty~~view ofto ~~care~~resale or ~~other~~profit ~~fiduciary~~from ~~duty~~their ~~owed~~resale. toWe ~~them,~~do ornot ~~if they~~plan ~~are able~~ to ~~successfully~~buy ~~bring~~unrelated abusinesses ~~private~~or ~~claim~~assets ~~under securities laws that the proxy solicitation~~ or ~~tender offer materials, as applicable, relating~~ to ~~the~~be ~~Business~~a ~~Combination~~passive ~~contained an actionable material misstatement or material omission~~investor.

30 Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest to occur of either: (a) the completion of our initial Business Combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete an initial Business Combination within 24 months from the closing of our initial public offering or (ii) with respect to any other provisions relating to the rights of holders of our Class A common stock; or (c) absent our completing an initial Business Combination within 24 months from the closing of our initial public offering, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a Business Combination. If we do not complete our initial Business Combination, 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 warrants will expire worthless.

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

~~Past~~We ~~performance~~are subject to laws and regulations enacted by ~~EGI~~national, orregional ~~its~~and ~~affiliates~~local governments. In particular, ~~Anixter~~we orwill ~~our~~be ~~management~~required ~~team~~to comply with certain SEC and other legal requirements. Compliance with, ~~including~~and ~~the~~monitoring ~~businesses referred~~of, toapplicable ~~herein~~laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may ~~not~~also bechange ~~indicative~~from oftime ~~future~~to ~~performance~~time and those changes could have a material adverse effect on our business, investments and results of anoperations. ~~investment~~In inaddition, usa failure to comply with applicable laws or inregulations, ~~the~~as ~~future~~interpreted ~~performance~~and ofapplied, ~~any~~could have a material adverse effect on our business, ~~that~~including weour ~~may~~ability ~~acquire~~to negotiate and complete our initial Business Combination, and results of operations.

~~Information~~27 regarding past performance of EGI, or its affiliates, Anixter or our management team is presented for informational purposes only. Any past experience and performance of EGI, its affiliates, Anixter, our founders, our management team or the other companies referred to herein is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial Business Combination or (2) of any results with respect to any initial Business Combination we may complete. You should not rely on the historical record of EGI, its affiliates, Anixter, our founders, our management team’s performance or the performance of the other companies referred to herein as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in EGI or its affiliates nor the other companies referred to in this Report.

WeTable ~~may seek acquisition opportunities in industries or sectors which may be outside~~ of ~~our management’s area of expertise.~~ Contents

WeIf ~~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~~have ~~that~~not ~~such~~completed ~~candidate offers~~ an ~~attractive~~initial ~~acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular~~ Business Combination ~~candidate,~~within we24 months ~~cannot~~from ~~assure~~the ~~you~~closing ~~that we will adequately ascertain or assess all~~ of ~~the significant risk factors. We also cannot assure you that an investment in~~ our ~~units 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~~public ~~expertise,~~stockholders ~~our management’s expertise~~ may ~~not~~ be ~~directly~~forced ~~applicable~~ to ~~its~~wait ~~evaluation~~beyond orsuch ~~operation,~~24 months ~~and~~before ~~the~~redemption ~~information~~from ~~contained in this Report regarding the areas of~~ our ~~management’s~~trust ~~expertise would not be relevant to an understanding of the business that we elect to acquire~~account. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholder who choose to remain stockholders following our Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

If we have not completed an initial Business Combination within 24 months from the closing of our initial public offering, the proceeds 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 up to $100,000 of the interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public stockholders from the trust account will be effected automatically by function of our amended and restated certificate of incorporation prior to any voluntary winding up. If we are required to

~~Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses and our strategy will be to identify~~wind-up, acquire and build a company in our target investment area, we may enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines.

liquidate the trust account and distribute such amount therein, pro rata, to our public stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Delaware General Corporation Law (the “DGCL”). In that case, investors may be forced to wait beyond 24 months from the closing of our initial public offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we complete our initial Business Combination prior thereto and only then in cases where investors have sought to redeem their Class A common stock. Only upon our redemption or any liquidation will public stockholders be entitled to distributions if we do not complete our initial Business Combination.

~~Although~~Our westockholders have identified general criteria and guidelines for evaluating prospective target businesses and our strategy will be to identify, 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 general criteria and guidelines. If we complete our initial Business Combination with a target that does not meet some or all of these guidelines, such combination may ~~not~~ be asheld ~~successful~~liable as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective Business Combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for usclaims toby ~~meet~~third ~~any~~parties ~~closing~~against ~~condition with a target business that requires~~ us to ~~have~~the aextent ~~minimum net worth or a certain amount~~ of ~~cash.~~distributions Inreceived ~~addition, if stockholder approval of the transaction is required~~ by ~~law,~~them orupon weredemption ~~decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval~~ of our initial Business Combination if the target business does not meet our general criteria and guidelines. If we do not complete our initial Business Combination, 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 warrants will expire worthless~~shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial Business Combination within 24 months from the closing of our initial public offering may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a

We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our stockholders from a financial point of view. 60-day

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

Unless we complete our initial Business Combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or independent accounting firm that the price we are paying is fair to our stockholders from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial Business Combination. 90-day

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

We may issue additional shares of our Class A common stock or preferred stock to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue shares of our Class A common stock upon the conversion of the founder shares at a ratio greater than one150-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks. day

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

31Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations 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. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial Business Combination within 24 months from the closing of our initial public offering is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

~~Table~~28 ~~of Contents~~

~~Our~~Table ~~amended and restated certificate~~ of incorporation authorizes the issuance of up to 500,000,000 shares of our Class A common stock, par value $0.0001 per share, 50,000,000 shares of our Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. There are 458,600,000 and 39,650,000 authorized but unissued shares of our Class A common stock and Class B common stock, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B common stock, if any. The Class B common stock is automatically convertible into Class A common stock at the time of our initial Business Combination as described herein and in our amended and restated certificate of incorporation. As of the date of this Report, no shares of preferred stock are issued and outstanding. Contents

We may ~~issue~~not ahold ~~substantial number of additional shares of our Class A common stock or shares of preferred stock to complete our initial Business Combination or under~~ an ~~employee~~annual ~~incentive~~meeting ~~plan after completion~~ of our initial Business Combination. We may also issue Class A common stock to redeem the warrants or upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. However, our amended and restated certificate of incorporation provides, among other things, that prior to or in connection with our initial Business Combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial Business Combination or on any other proposal presented to stockholders ~~prior~~until toafter ~~or in connection with~~ the completion of anour initial Business Combination. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote. The issuance of additional shares of common stock or shares of preferred stock:

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

•Holders ~~may subordinate the rights~~ of ~~holders of~~ our Class A common stock ifwill ~~share~~not ofbe ~~preferred~~entitled ~~stock~~to ~~are~~vote ~~issued~~on ~~with~~any ~~rights~~appointment ~~senior~~of todirectors ~~those~~we ~~afforded~~hold prior to our ~~Class~~initial ABusiness ~~common~~Combination. ~~stock;~~

•Prior ~~could~~to ~~cause~~our ainitial ~~change~~Business inCombination, ~~control~~only ifholders aof ~~substantial~~our ~~number~~founder shares will have the right to vote on the appointment of ~~shares~~directors. Holders of our ~~Class~~public Ashares ~~common~~will ~~stock~~not isbe ~~issued,~~entitled ~~which~~to ~~may~~vote ~~affect~~on the appointment of directors during such time. In addition, ~~among~~prior ~~other~~to ~~things~~the completion of an initial Business Combination, ~~our~~holders ~~ability~~of toa ~~use~~majority of our ~~net~~founder ~~operating~~shares ~~loss~~may ~~carry~~remove ~~forwards,~~a ifmember of the board of directors for any reason. Accordingly, ~~and~~you ~~could~~may ~~result~~not have any say in the ~~resignation~~management orof ~~removal~~our Company prior to the completion of ~~our~~an ~~present~~initial ~~officers~~Business ~~and~~Combination. ~~directors;~~

•We are not registering the Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may ~~adversely~~not ~~affect~~be ~~prevailing~~in ~~market~~place ~~prices~~when ~~for~~an ~~our~~investor ~~units~~desires to exercise warrants, ~~Class~~thus Aprecluding ~~common~~such ~~stock~~investor ~~and/or~~from being able to exercise its warrants; except on a cashless basis and potentially causing such warrants to expire worthless.

•We ~~will~~are not ~~result~~registering inthe ~~adjustment~~Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed to use our commercially reasonable efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the Class A common stock issuable upon exercise ~~price~~of the warrants until the expiration of ~~our~~the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

~~Unlike~~If ~~most~~the ~~other~~shares ~~similarly~~of ~~structured~~our ~~blank~~Class A ~~check~~common ~~companies,~~stock ~~our~~issuable ~~initial~~upon ~~stockholders~~exercise of the warrants are not registered under the Securities Act, we will ~~receive~~be ~~additional~~required to permit holders to exercise their warrants on a cashless basis, in which case the number of shares of our Class A common stock ~~if we~~that ~~issue~~you will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to ~~complete~~0.361 anshares ~~initial~~of ~~Business~~our ~~Combination~~Class A common stock per warrant (subject to adjustment).

~~The~~However, ~~founder~~no ~~shares~~such warrant will ~~automatically~~be ~~convert~~exercisable ~~into~~for ~~shares~~cash ofor ~~our Class A common stock~~ on ~~the first business day following the completion of our initial Business Combination at~~ a ~~ratio~~cashless ~~such~~basis, ~~that~~and ~~the~~we ~~number~~will ofnot ~~shares~~be ofobligated ~~our~~to ~~Class A~~issue ~~common~~any ~~stock issuable upon conversion of all founder~~ shares ~~will~~to ~~equal,~~holders ~~in the~~seeking ~~aggregate,~~to onexercise antheir ~~as-converted basis~~warrants, ~~20%~~unless of the ~~sum~~issuance of ~~(i)~~ the ~~total number of~~ shares ~~of our Class A common stock issued and outstanding, plus (ii) the total number of shares of our Class A common stock issued or deemed issued or issuable~~ upon ~~conversion~~such or exercise ofis ~~any~~registered ~~equity-linked securities~~ or ~~rights~~qualified ~~issued~~under ~~or deemed issued, by~~ the ~~company in connection with or in relation to the completion of the initial Business Combination, excluding any shares of our Class A common stock or equity-linked~~ securities ~~exercisable~~laws ~~for or convertible into shares~~ of ~~our Class A common stock issued, or to be issued, to any seller in~~ the ~~initial~~state ~~Business Combination and any private placement warrants issued to our sponsor upon conversion~~ of ~~working capital loans. In no event will~~ the ~~shares~~exercising ofholder, ~~our~~unless ~~Class B~~an ~~common~~exemption ~~stock~~from ~~convert~~state ~~into~~registration ~~shares of our Class A common stock at a rate of less than one to one. This~~ is different than most other similarly structured blank check companies in which our sponsor will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial Business Combinationavailable.

~~Resources~~Notwithstanding ~~could~~the beabove, ~~wasted~~if inthe ~~researching~~shares ~~acquisitions~~of ~~that~~our Class A common stock are ~~not~~at ~~completed,~~the ~~which~~time ~~could~~of ~~materially~~any ~~adversely~~exercise ~~affect~~of ~~subsequent~~a ~~attempts~~warrant tonot ~~locate~~listed ~~and acquire~~on ora ~~merge~~national ~~with~~securities ~~another~~exchange ~~business.~~such Ifthat weit dosatisfies ~~not~~the ~~complete~~definition ~~our~~of ~~initial~~a ~~Business~~“covered ~~Combination~~security” under Section 18(b)(1) of the Securities Act, we may, at our ~~public~~option, ~~stockholders~~require ~~may~~holders ~~only~~of ~~receive~~public warrants who exercise their ~~pro rata~~warrants ~~portion~~to do so on a “cashless basis” in accordance with Section 3(a)(9) of the ~~funds~~Securities Act and, in the ~~trust~~event ~~account~~we ~~that~~so ~~are~~elect, ~~available~~we ~~for~~will ~~distribution~~not be required to ~~public stockholders~~file or maintain in effect a registration statement, ~~and~~but we will be required to use our ~~warrants~~commercially ~~will~~reasonable ~~expire~~efforts ~~worthless~~to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

32In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the

~~Table~~29 ~~of Contents~~

WeTable ~~anticipate that the investigation~~ of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial Business Combination, 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 warrants will expire worthless. Contents

Weholder ~~are~~of ~~dependent~~such ~~upon~~warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of our Class A common stock included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) would be able to sell the common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying common stock. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) would be able to sell the shares of common stock underlying their ~~loss~~warrants ~~could~~while ~~adversely~~holders ~~affect~~of our ~~ability~~public warrants would not be able to ~~operate~~ exercise their warrants and sell the underlying shares of common stock. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Our ~~operations~~ability ~~are~~to ~~dependent~~require ~~upon~~holders ~~a relatively small group~~ of ~~individuals and, in particular,~~ our ~~executive~~warrants ~~officers~~to ~~and directors.~~exercise Wesuch ~~believe~~warrants ~~that our success depends~~ on ~~the~~a ~~continued~~cashless ~~service~~basis ofafter ~~our officers and directors, at least until~~ we ~~have~~call ~~completed~~the ~~our~~warrants ~~initial~~for ~~Business~~redemption ~~Combination.~~or Inif ~~addition,~~there ~~our~~is ~~executive~~no ~~officers~~effective ~~and~~registration ~~directors~~statement ~~are~~covering ~~not~~the ~~required~~Class A tocommon ~~commit any~~stock ~~specified~~issuable ~~amount~~upon exercise of ~~time~~these towarrants ~~our affairs and, accordingly,~~ will ~~have~~cause ~~conflicts~~holders ofto ~~interest~~receive infewer ~~allocating~~shares ~~their time among various business activities, including identifying potential Business Combinations and monitoring the related due diligence. Moreover, certain~~ of our ~~directors~~Class A ~~and~~common ~~executive~~stock ~~officers~~upon ~~have~~their ~~time~~exercise ~~and attention requirements for private investment funds~~ of ~~which affiliates of EGI are~~ the ~~investment~~warrants ~~managers.~~than Wethey dowould ~~not~~ have anreceived ~~employment~~had ~~agreement~~they ~~with,~~been orable ~~key-man~~to ~~insurance~~pay on the ~~life~~exercise ~~of,~~price ~~any~~ of ~~our~~their ~~directors~~warrants orin ~~executive officers~~cash. ~~The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.~~

~~Our~~If ~~ability~~we tocall ~~successfully~~the ~~effect~~warrants for redemption, we will have the option, in our ~~initial~~sole ~~Business~~discretion, ~~Combination~~to ~~and~~require all holders that wish to beexercise ~~successful~~warrants ~~thereafter~~to ~~will~~do beso ~~totally~~on ~~dependent~~a ~~upon~~cashless basis. If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the ~~efforts~~number of shares of our ~~key personnel~~Class A common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, ~~some~~if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the Class A common stock have a fair market value of ~~whom~~$17.50 ~~may~~per ~~join~~share uswhen ~~following~~there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 shares of our ~~initial~~Class A ~~Business~~common ~~Combination~~stock. The ~~loss~~holder would have received 875 shares of ~~key~~our ~~personnel~~Class A ~~could~~common ~~negatively~~stock ~~impact~~if the ~~operations~~exercise ~~and~~price ~~profitability~~was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our ~~post-combination~~Company ~~business~~because the warrant holder will hold a smaller number of shares of our Class A common stock upon a cashless exercise of the warrants they hold.

~~Our ability to successfully effect our initial Business Combination is dependent upon the efforts of our key personnel.~~ The ~~role~~warrants ~~of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel~~ may ~~remain~~become ~~with~~exercisable ~~the~~and ~~target~~redeemable ~~business~~for ina ~~senior~~security ~~management,~~other ~~director~~than ~~or advisory positions following our initial Business Combination, it is likely that some or all of~~ the ~~management~~Class A ofcommon ~~the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial Business Combination~~stock, weand ~~cannot assure~~ you ~~that our assessment of these individuals~~ will ~~prove~~not ~~to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to~~ have toany ~~expend~~information ~~time~~regarding ~~and~~such ~~resources~~other ~~helping~~security ~~them~~at ~~become~~this ~~familiar with such requirements~~time.

~~Our~~In ~~key~~certain ~~personnel~~situations, ~~may~~including ~~negotiate~~if ~~employment~~we orare ~~consulting~~not ~~agreements~~the ~~with~~surviving aentity ~~target business~~ in ~~connection~~our ~~with~~initial ~~a particular~~ Business Combination, ~~and~~the awarrants ~~particular~~may ~~Business~~become ~~Combination~~exercisable ~~may~~for bea ~~conditioned~~security onother than the ~~retention~~Class A orcommon ~~resignation~~stock. ofAs ~~such~~a ~~key~~result, ~~personnel.~~if ~~These~~the ~~agreements~~surviving ~~may~~company ~~provide~~redeems your warrants for ~~them~~securities pursuant to ~~receive~~the ~~compensation~~warrant ~~following~~agreement, ~~our~~you ~~initial~~may ~~Business~~receive ~~Combination~~a ~~and~~security asin a ~~result~~company of which you do not have information at this time. Pursuant to the warrant agreement, ~~may~~ ~~cause~~the ~~them~~surviving company will be required to ~~have~~use ~~conflicts~~commercially reasonable efforts to register the issuance of ~~interest~~the insecurity ~~determining~~underlying ~~whether~~the awarrants ~~particular~~within ~~Business~~twenty ~~Combination~~business isdays of the ~~most~~closing ~~advantageous~~of an initial Business Combination.

Our Chief Executive Officer is party to

Our key personnel may be able to remain with our company after the completion of our initial Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the Business Combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Delaware law. However, we believe the ability of such individuals to remain with us after the completion of our Business Combination will not be the determining factor in non-compete

Mr. Galvin, our Chief Executive Officer and a director, is bound by

33 non-compete

and

~~Table of Contents~~non-solicitation

arrangements with WESCO (as

our decision as to whether or not we will proceed with any potential Business Combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our Business Combination. We cannot assure you that any of our key personnel will remain successor-in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial Business Combination. In addition, pursuant to an agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our sponsor, upon completion of an initial Business Combination, will be entitled to nominate three individuals for election to our board of directors, as long as our sponsor holds any securities covered by the registration and stockholders rights agreement. -interest

to Anixter, a distributor of network and security solutions, electrical and electronic solutions and utility power solutions). These arrangements are in effect until June 22, 2022, and prohibit Mr. Galvin from (i) competing with the business of Anixter, its subsidiaries and affiliates in any U.S. state or any nation in which any of Anixter, its subsidiaries and affiliates conducted business immediately prior to June 22, 2020, and (ii) soliciting any of the employees, agents, consultants or representatives of such entities to leave such entities or become employees, agents, representatives or consultants of any other person or entity.

We30 may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

~~When~~Table ~~evaluating the desirability~~ of effecting our initial Business Combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our 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. Contents

In light of these arrangements, we will not seek an initial Business Combination with any company with operations in Anixter’s businesses during the restricted period without the prior written consent of WESCO. In addition, if our initial Business Combination does not cause Mr. Galvin to violate the

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 postnon-~~combination business.~~ compete

arrangements, no assurance can be given that the combined company would not in the future engage in competitive activities that would cause him to be in breach of the

The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. non-compete

arrangements. If a court were to conclude that a violation of these arrangements had occurred, it could extend the term of the restrictions and/or enjoin Mr. Galvin from participating in our Company, or enjoin us from engaging in aspects of the business that compete with Anixter, as applicable. The court could also impose monetary damages against Mr. Galvin or us. This could materially harm our business and the trading prices of our securities.

Even if ultimately resolved in our favor, any litigation associated with the

Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business Combination. non-compete

arrangements could be time consuming, costly and distract management’s focus from locating suitable acquisition candidates and operating our business.

~~Our~~The ~~executive~~grant ~~officers~~of ~~and~~registration ~~directors~~rights ~~are not required~~ to, ~~and will not, commit their full time to~~ our ~~affairs,~~sponsor ~~which~~ may ~~result~~make init amore ~~conflict of~~difficult ~~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~~complete ~~any full-time employees prior to the completion of~~ our initial Business Combination~~. Each of our executive officers and directors is engaged in several other business endeavors for which he and or she may be entitled to substantial compensation~~, and ~~our~~the ~~executive~~future ~~officers~~exercise ~~and directors are not obligated to contribute any specific number~~ of ~~hours~~ ~~per~~such ~~week~~rights tomay ~~our~~adversely ~~affairs.~~affect Inthe ~~particular,~~market ~~certain~~price of ~~our~~the ~~executive~~shares ~~officers and directors are employed by affiliates~~ of ~~EGI. Our independent directors also serve as officers and board members for other entities. If~~ our ~~executive~~Class A ~~officers’ and~~common directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial Business Combinationstock.

~~Our~~Pursuant ~~officers~~to an agreement entered into concurrently with the issuance and ~~directors~~sale ~~presently~~of ~~have~~the securities in our initial public offering, our sponsor and ~~any~~its permitted transferees can demand that we register the shares of ~~them~~our inClass A common stock into which founder shares are convertible, the ~~future~~private ~~may~~placement ~~have additional~~warrants and the Class A common stock issuable upon exercise of the private placement warrants, ~~fiduciary~~and orwarrants ~~contractual~~that ~~obligations~~may be issued upon conversion of working capital loans and the Class A common stock issuable upon conversion of such warrants. The registration rights will be exercisable with respect to ~~other~~the ~~entities,~~founder ~~including~~shares ~~another~~and ~~blank~~the ~~check~~private ~~company,~~placement warrants and, ~~accordingly,~~the Class A common stock issuable upon exercise of such private placement warrants. The registration and availability of such a significant number of securities for trading in the public market may have ~~conflicts~~an adverse effect on the market price of ~~interest~~our inClass A ~~allocating~~common ~~their~~stock. ~~time~~In ~~and~~addition, ~~determining~~the existence of the registration rights may make our initial Business Combination more costly or difficult to ~~which~~conclude. ~~entity~~This ais ~~particular~~because the stockholders of the target business ~~opportunity should~~may beincrease ~~presented~~the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the securities owned by our sponsor or its permitted transferees are registered.

34Because 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.

~~Table~~We may pursue Business Combination opportunities in any sector, except that we will not, under our amended and restated certificate of ~~Contents~~incorporation, be permitted to effectuate our initial Business Combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to 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 be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units 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 stockholders who choose to remain stockholders following our initial Business Combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our 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.

~~Until~~Our wewarrants ~~complete~~are ~~our~~accounted ~~initial~~for ~~Business~~as ~~Combination,~~liabilities weand ~~intend~~the tochanges ~~engage~~ in ~~the~~value ~~business~~ of ~~identifying~~ ~~and combining with one or more businesses. Each of~~ our ~~officers~~warrants ~~and~~could ~~directors presently has, and any of them in the future may~~ have, ~~additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present~~ a ~~Business~~material ~~Combination~~effect ~~opportunity~~on to such entity, subject to his or her fiduciary duties under Delaware law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our ~~favor~~financial ~~and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Delaware law~~results. ~~However,~~ ~~we do not believe that any potential conflicts would materially affect our ability to complete our initial Business Combination.~~

InOn ~~addition~~April 12, ~~our founders~~2021, ~~our~~the ~~directors~~Acting ~~and~~Director ~~officers,~~of ~~EGI~~the orDivision ~~its~~of ~~affiliates~~Corporation ~~may~~Finance inand ~~the~~Acting ~~future~~Chief ~~become~~Accountant ~~affiliated~~of ~~with~~the ~~other~~SEC ~~blank~~together ~~check companies~~issued ~~that~~a ~~may~~statement ~~have~~regarding ~~acquisition~~the ~~objectives~~accounting ~~that~~and ~~are~~reporting ~~similar~~considerations tofor ~~ours.~~warrants ~~Accordingly,~~issued ~~they~~by ~~may~~special ~~have~~purpose ~~conflicts~~acquisition ofcompanies ~~interest~~entitled in“Staff ~~determining~~Statement toon ~~which~~Accounting ~~entity~~and aReporting ~~particular~~Considerations ~~business~~for ~~opportunity~~Warrants ~~should~~Issued beby ~~presented.~~Special ~~These~~Purpose ~~conflicts~~Acquisition ~~may~~Companies ~~not~~(“SPACs”)” be(the ~~resolved~~“SEC ~~in our~~Statement”). ~~favor~~Specifically, ~~and~~the aSEC ~~potential~~Statement ~~target~~focused ~~business~~on ~~may~~certain besettlement ~~presented~~terms toand ~~such~~provisions ~~other~~related ~~blank~~to ~~check~~certain ~~companies~~tender ~~prior~~offers tofollowing ~~its~~a ~~presentation~~business ~~to us~~combination, ~~subject~~which terms are similar to ~~our~~those ~~officers’~~contained ~~and~~in ~~directors’~~the ~~fiduciary~~warrant ~~duties~~agreement ~~under~~governing ~~Delaware~~our ~~law~~warrants. ~~Our~~As ~~amended~~a ~~and~~result ~~restated certificate~~ of ~~incorporation~~the ~~provides~~SEC ~~that~~Statement, we ~~renounce~~reevaluated ~~our~~the ~~interest~~accounting intreatment ~~any~~of ~~Business~~our ~~Combination~~public ~~opportunity~~warrants ~~offered~~and toprivate ~~any~~placement ~~director~~warrants, orand ~~officer~~determined ~~unless such opportunity is expressly offered~~ to ~~such~~classify ~~person~~the ~~solely~~warrants ~~in his or her capacity~~ as aderivative ~~director~~liabilities ~~or officer~~measured ofat ~~the~~fair ~~company~~value, ~~and~~with itchanges isin anfair ~~opportunity~~value ~~that~~each weperiod ~~are~~reported ~~able~~in ~~to complete on a reasonable basis~~earnings.

As a result, included on our balance sheet as of December 31, 2020 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting

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

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

We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a Business Combination with a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us, including the formation or participation in one or more other blank check companies. Accordingly, such persons or entities may have a conflict between their interests and ours. non-cash

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

~~The~~31 personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a Business Combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular Business Combination are appropriate and in our stockholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Delaware law and we or our stockholders might have a claim against such individuals for infringing on our stockholders’ rights.

WeTable 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.~~ Contents

InWe ~~light~~have ofidentified ~~the~~a ~~involvement~~material ofweakness ~~our sponsor,~~in ~~executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with~~ our ~~sponsor,~~internal ~~executive~~control ~~officers,~~over ~~directors~~financial orreporting ~~existing holders. Our directors also serve~~ as ~~officers~~of ~~and~~December 31, ~~board members for other entities~~2020. ~~Our~~If ~~founders, our directors and officers, EGI or its affiliates may sponsor, form or participate in other blank check companies similar to ours during the period in which~~ we are ~~seeking~~unable anto ~~initial~~develop ~~Business Combination. Such entities may compete with us for Business Combination opportunities. Our sponsor, officers~~ and ~~directors~~maintain ~~are~~an ~~not~~effective ~~currently~~system ~~aware~~ of ~~any~~internal ~~specific~~control ~~opportunities~~over ~~for~~financial ~~us to complete our initial Business Combination with any entities with which they are affiliated~~reporting, ~~and there have been no substantive discussions concerning a Business Combination with any such entity or entities. Although~~ we ~~will~~may not be ~~specifically~~able ~~focusing~~to ~~on,~~accurately orreport ~~targeting,~~our ~~any~~financial ~~transaction~~results ~~with~~in ~~any~~a ~~affiliated~~timely ~~entities~~manner, wewhich ~~would pursue~~may ~~such~~adversely aaffect ~~transaction~~investor ifconfidence wein ~~determined~~us ~~that~~and ~~such~~materially ~~affiliated entity met our criteria for a Business Combination~~ and ~~such~~adversely ~~transaction~~affect ~~was approved by a majority of~~ our ~~independent~~business and ~~disinterested~~operating ~~directors~~results. Despite our agreement to obtain an opinion from an independent investment banking firm, or from an independent accounting firm, regarding the fairness to our company from a financial point of view of a Business Combination with one or more domestic or

35Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We have identified a material weakness in our internal control over financial reporting related to the accounting for complex financial instruments. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional

~~Table of Contents~~paid-in

capital, accumulated deficit and related financial disclosures for the affected periods. For a discussion of management’s consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering, see “Note 2” of the financial statements on Form

~~international businesses affiliated with our sponsor~~10K-A, executive officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

as filed on December 22, 2021, as well as Part II, Item 9A: Controls and Procedures included in this Annual Report..

We have identified a material weakness in our internal control over financial reporting related to the Company’s application of ASC

Since our sponsor, executive officers and directors will lose their entire investment in us if our initial Business Combination is not completed (other than with respect to public shares they may acquire after our initial public offering), a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination. 480-10-S99-3A

to its accounting classification of the Public Shares. As a result of this material weakness, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2021. Historically, a portion of the Public Shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Charter. Pursuant to the Company’s

On July 14, 2020, our sponsor paid an aggregate of $25,000, or approximately $0.002 per share, to cover certain of our offering costs in consideration of 10,350,000 shares of our Class B common stock, par value $0.0001 (after giving effect to a 5re-for-3 reverse stock split, effected July 21, 2020, and a 1-for-1.2 forward stock split, effective September 17, 2020). In September 2020, our sponsor transferred 30,000 shares of Class B common stock to each of Messrs. Grubbs, Simon and Swoboda (36,000 shares, after giving effect to a 1-for-1.2 forward stock split, effective September 17, 2020). Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The founder shares will be worthless if we do not complete an initial Business Combination. In addition, concurrent with the closing of our initial public offering, our sponsor purchased an aggregate of 6,853,333 private placement warrants, each exercisable for one share of our Class A common stock at $11.50 per share, for a purchase price of $1.50 per whole warrant, generating gross proceeds of $10,280,000. The private placement warrants will also be worthless if we do not complete a Business Combination. Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed Business Combination and (B) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial Business Combination. In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer or director, and we may pay our sponsor, officers, directors and any of their respective affiliates fees and expenses in connection with identifying, investigating and completing an initial Business Combination. evaluation

of the Company’s application of ASC

The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target Business Combination, completing an initial Business Combination and influencing the operation of the business following the initial Business Combination. This risk may become more acute as the 24480-~~month anniversary of the closing of our initial public offering nears, which is the deadline for our completion of an initial Business Combination.~~ 10-S99-3A

to its accounting classification of the Public Shares, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. For a discussion of management’s consideration of the material weakness identified related to the Company’s application of ASC

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us. 480-10-S99-3A

to its accounting classification of the Public Shares, see “Note 2” to the accompanying financial statements, as well as Part II, Item 9A: Controls and Procedures included in this Annual Report.

~~Although~~A wematerial ~~have~~weakness nois ~~commitments~~a asdeficiency, ofor ~~the~~a ~~date~~combination of ~~this~~deficiencies, ~~Report~~in tointernal ~~issue~~control ~~any~~over ~~notes~~financial orreporting ~~other~~such ~~debt~~that ~~securities,~~there oris toa ~~otherwise~~reasonable ~~incur~~possibility ~~outstanding debt,~~that wea ~~may~~material ~~choose~~misstatement toof ~~incur substantial debt to complete~~ our ~~initial~~annual ~~Business~~or ~~Combination.~~interim Wefinancial ~~and~~statements ~~our~~will ~~officers~~not ~~have~~be ~~agreed~~prevented, ~~that~~or wedetected ~~will~~and ~~not~~corrected ~~incur~~on ~~any~~a ~~indebtedness~~timely ~~unless~~basis. weEffective ~~have~~internal ~~obtained~~controls ~~from~~are ~~the~~necessary ~~lender~~for aus ~~waiver~~to ofprovide ~~any~~reliable ~~right,~~financial ~~title,~~reports ~~interest~~and ~~or claim~~prevent offraud. ~~any~~We ~~kind~~continue ~~in or~~ to ~~the~~evaluate ~~monies~~steps ~~held~~to inremediate the ~~trust~~material ~~account~~weakness. AsThese ~~such,~~remediation nomeasures ~~issuance~~may ofbe ~~debt~~time ~~will~~consuming ~~affect~~and ~~the~~costly ~~per-share~~and ~~amount~~there ~~available~~is ~~for~~no ~~redemption~~assurance ~~from~~that ~~the~~these ~~trust~~initiatives ~~account.~~will ~~Nevertheless,~~ultimately ~~the incurrence of debt could~~ have athe ~~variety~~intended ~~of negative~~ effects,. ~~including:~~

•If ~~default~~we ~~and~~identify ~~foreclosure~~any onnew material weaknesses in the future, any such newly identified material weakness could limit our ~~assets~~ability ifto prevent or detect a misstatement of our ~~operating~~accounts ~~revenues~~or ~~after~~disclosures anthat ~~initial~~could ~~Business~~result ~~Combination~~in ~~are~~a ~~insufficient~~material misstatement of our annual or interim financial statements. In such case, we may be unable to ~~repay~~maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our ~~debt~~financial ~~obligations;~~reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

•The ~~acceleration~~restatement of our ~~obligations~~financial tostatements ~~repay~~in ~~the~~May ~~indebtedness~~2021 ~~even~~and ifDecember we2021 ~~make~~has ~~all~~subjected ~~principal~~us ~~and~~to ~~interest~~additional ~~payments~~risks ~~when~~and ~~due~~uncertainties, ifincluding weincreased ~~breach~~professional ~~certain~~costs ~~covenants~~and ~~that require~~ the ~~maintenance~~increased ofpossibility ~~certain financial ratios or reserves without a waiver or renegotiation~~ of ~~that~~legal ~~covenant;~~proceedings.

•As ~~our~~a ~~immediate~~result ~~payment~~of the restatement of ~~all~~our ~~principal~~financial statements, we have become subject to additional risks and ~~accrued~~uncertainties, ~~interest~~including, ifamong ~~any~~others, ifincreased professional fees and expenses and time commitment that may be required to address matters related to the ~~debt~~restatements, ~~security~~and isscrutiny ~~payable~~of the SEC and other regulatory bodies which could cause investors to lose confidence in the Company’s reported financial information and could subject the Company to civil or criminal penalties or shareholder litigation. The Company could face monetary judgments, penalties or other sanctions that could have a material adverse effect on ~~demand;~~the Company’s business, financial condition and results of operations and could cause its stock price to decline.

•We ~~our~~may ~~inability~~face tolitigation ~~obtain~~and ~~necessary~~other ~~additional~~risks ~~financing~~as ifa ~~the~~result ~~debt~~of ~~security~~the ~~contains~~material ~~covenants~~weakness ~~restricting~~in our ~~ability~~internal tocontrol ~~obtain~~over ~~such~~financial ~~financing~~reporting. ~~while the debt security is outstanding;~~

•Following the issuance of the SEC Statement, management and our ~~inability~~audit committee concluded that it was appropriate to ~~pay~~restate ~~dividends~~our previously issued audited financial statements as of December 31, 2020 and for the period from July 7, 2020 (inception) through December 31, 2020. See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our ~~Class~~financial Aresults.” ~~common~~As ~~stock;~~part of the restatement, we identified a material weakness in our internal controls over financial reporting.

36As a result of such material weakness, the restatement and the change in accounting for complex financial instruments we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Annual Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.

~~Table~~32 ~~of Contents~~

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

•Past ~~limitations~~performance onby EGI, or its affiliates, Anixter or our ~~flexibility~~management inteam, ~~planning~~including ~~for~~the ~~and~~businesses ~~reacting~~referred to ~~changes~~herein, inmay ~~our~~not ~~business~~be ~~and~~indicative of future performance of an investment in ~~the~~us ~~industry~~or in ~~which~~the future performance of any business that we ~~operate;~~may acquire.

•Information ~~increased~~regarding ~~vulnerability~~past performance of EGI, or its affiliates, Anixter or our management team is presented for informational purposes only. Any past experience and performance of EGI, its affiliates, Anixter, our founders, our management team or the other companies referred to ~~adverse~~herein ~~changes~~is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial Business Combination or (2) of any results with respect to any initial Business Combination we may complete. You should not rely on the historical record of EGI, its affiliates, Anixter, our founders, our management team’s performance or the performance of the other companies referred to herein as indicative of the future performance of an investment in ~~general~~us ~~economic~~or the returns we will, ~~industry~~or ~~and~~are ~~competitive~~likely ~~conditions~~to, ~~and~~generate ~~adverse~~going ~~changes~~forward. An investment in ~~government~~us ~~regulation;~~is ~~and~~not an investment in EGI or its affiliates nor the other companies referred to in this Report.

•We ~~limitations~~may onseek ~~our~~acquisition ~~ability~~opportunities toin ~~borrow~~industries ~~additional~~or ~~amounts~~sectors ~~for~~which ~~expenses,~~may ~~capital~~be ~~expenditures,~~outside ~~acquisitions, debt service requirements and execution~~ of our ~~strategy~~management’s ~~and~~area ~~other~~of ~~purposes and other disadvantages compared to our competitors who have less debt~~expertise.

We ~~may~~will ~~only~~consider bea ~~able~~Business toCombination ~~complete~~outside ~~one~~of our management’s area of expertise if a Business Combination ~~with~~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 ~~proceeds~~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 units will not ultimately prove to be less favorable to investors in our initial public offering ~~and~~than a direct investment, if an opportunity were available, in a Business Combination candidate. In the ~~sale~~event we elect to pursue an acquisition outside of the ~~private~~areas ~~placement~~of ~~warrants~~our management’s expertise, ~~which~~ ~~will~~our ~~cause~~management’s usexpertise may not be directly applicable to its evaluation or operation, and the information contained in this Report regarding the areas of our management’s expertise would not be ~~solely~~relevant ~~dependent~~to onan aunderstanding ~~single~~of the business ~~which~~that ~~may~~we ~~have~~elect to acquire. As a ~~limited~~result, ~~number~~our ofmanagement ~~products~~may not be able to adequately ascertain or ~~services~~assess all of the significant risk factors. ~~This~~Accordingly, ~~lack~~any ofstockholder ~~diversification~~who ~~may~~choose ~~negatively~~to ~~impact~~remain stockholders following our ~~operations~~Business ~~and~~Combination ~~profitability~~could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

OfAlthough ~~the~~we ~~net~~have ~~proceeds~~identified ~~from~~general criteria and guidelines that we believe are important in evaluating prospective target businesses and our ~~initial~~strategy ~~public~~will ~~offering~~be to identify, acquire and ~~the~~build ~~sale~~a ofcompany ~~the~~in ~~private~~our ~~placement~~target ~~warrants,~~investment ~~$414~~area,~~000,000~~ ~~will~~we bemay ~~available~~enter ~~to complete~~into our initial Business Combination ~~and~~with ~~pay~~a ~~related~~target ~~fees~~that ~~and~~does ~~expenses~~not ~~(which~~meet ~~excludes~~such upcriteria toand ~~$14~~guidelines,~~490,000,~~ ~~after~~and ~~taking~~as ~~into~~a ~~account~~result, the ~~deferred~~target ~~underwriting~~business ~~commissions~~with ~~being~~which ~~held~~we inenter ~~the~~into ~~trust~~our ~~account~~initial ~~and~~Business ~~the~~Combination ~~expense~~may ofnot have attributes entirely consistent with our ~~initial~~general ~~public~~criteria ~~offering)~~and guidelines.

WeAlthough ~~may~~we ~~effectuate~~have ~~our~~identified ~~initial~~general ~~Business~~criteria ~~Combination~~and ~~with~~guidelines afor ~~single~~evaluating prospective target ~~business~~businesses orand ~~multiple~~our ~~target~~strategy ~~businesses~~will ~~simultaneously~~be orto ~~within~~identify, acquire and build a ~~short~~ ~~period~~company ofin ~~time.~~our ~~However~~target investment area, it is possible that a target business with which we ~~may~~enter into our initial Business Combination will not behave ~~able~~attributes toconsistent ~~effectuate~~with our general criteria and guidelines. If we complete our initial Business Combination with ~~more~~a ~~than~~target ~~one~~that ~~target~~does ~~business~~not ~~because~~meet some or all of ~~various~~these ~~factors~~guidelines, ~~including~~such ~~the~~combination ~~existence~~may not be as successful as a combination with a business that does meet all of ~~complex~~our ~~accounting~~general ~~issues~~criteria and ~~the~~guidelines. ~~requirement~~In ~~that~~addition, if we ~~prepare and~~announce ~~file~~a ~~pro forma~~prospective ~~financial~~Business ~~statements~~Combination with ~~the~~a ~~SEC~~target that ~~present~~does ~~operating~~not ~~results~~meet our general criteria and ~~the~~guidelines, ~~financial~~a ~~condition~~greater number of ~~several~~stockholders ~~target~~may ~~businesses~~exercise astheir ifredemption ~~they~~rights, ~~had~~which ~~been~~may ~~operated~~make onit adifficult ~~combined~~for ~~basis.~~us Byto ~~completing~~meet ~~our~~any ~~initial~~closing ~~Business~~condition ~~Combination~~ with ~~only~~ a ~~single~~target ~~entity,~~business ~~our~~that ~~lack~~requires ofus ~~diversification~~to ~~may~~have ~~subject~~a usminimum tonet ~~numerous~~worth ~~economic,~~or ~~competitive~~a ~~and~~certain ~~regulatory~~amount ~~developments~~of cash. ~~Further~~In addition, weif ~~would~~stockholder ~~not~~approval beof ~~able~~the totransaction ~~diversify~~is ~~our~~required ~~operations~~by law, or ~~benefit~~we ~~from~~decide ~~the~~to ~~possible~~obtain ~~spreading~~stockholder ofapproval ~~risks~~for business or ~~offsetting of~~other ~~losses~~legal reasons, ~~unlike~~it ~~other~~may ~~entities~~be ~~which~~more ~~may~~difficult ~~have~~for ~~the~~us ~~resources~~ to ~~complete~~attain ~~several~~stockholder approval of our initial Business ~~Combinations~~Combination inif ~~different~~the ~~industries~~target orbusiness ~~different~~does ~~areas~~not ofmeet aour ~~single~~general ~~industry~~criteria and guidelines. ~~Accordingly~~If we do not complete our initial Business Combination, our public stockholders may only receive their pro rata portion of the ~~prospects~~funds in the trust account that are available for distribution to public stockholders, and our ~~success~~warrants ~~may~~will ~~be:~~expire worthless.

•We ~~solely~~are ~~dependent~~not ~~upon~~required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the ~~performance~~price ofwe aare ~~single~~paying for the business, ~~property~~is orfair ~~asset;~~to orour stockholders from a financial point of view.

•Unless ~~dependent~~we ~~upon~~complete ~~the~~our ~~development~~initial Business Combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or ~~market~~independent ~~acceptance~~accounting offirm that the price we are paying is fair to our stockholders from a ~~single~~financial orpoint ~~limited~~of ~~number~~view. If no opinion is obtained, our stockholders will be relying on the judgment of ~~products~~our board of directors, ~~processes~~who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or ~~services~~tender offer materials, as applicable, related to our initial Business Combination.

~~This~~33 lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial Business Combination.

WeTable ~~may~~of attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability. Contents

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

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

37Our amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of our Class A common stock, par value $0.0001 per share, 50,000,000 shares of our Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. There are 458,600,000 and 39,650,000 authorized but unissued shares of our Class A common stock and Class B common stock, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B common stock, if any. The Class B common stock is automatically convertible into Class A common stock at the time of our initial Business Combination as described herein and in our amended and restated certificate of incorporation. As of the date of this Report, no shares of preferred stock are issued and outstanding.

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

~~Table of Contents~~one-to-one

at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. However, our amended and restated certificate of incorporation provides, among other things, that prior to or in connection with our initial Business Combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial Business Combination or on any other proposal presented to stockholders prior to or in connection with the completion of an initial Business Combination. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote. The issuance of additional shares of common stock or shares of preferred stock:

We• may ~~attempt~~significantly todilute ~~complete~~the ~~our~~equity ~~initial~~interest ~~Business~~of ~~Combination with a private company about which little information is available, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all.~~ investors;

In• ~~pursuing our acquisition strategy, we~~ may ~~seek~~subordinate tothe ~~effectuate~~rights ~~our~~of ~~initial~~holders ~~Business~~of ~~Combination with a privately held company. By definition, very little public information generally exists about private companies, and we could be required to make~~ our ~~decision~~Class onA ~~whether~~common tostock ~~pursue~~if ashare ~~potential initial Business Combination on the basis~~ of ~~limited~~preferred ~~information,~~stock ~~which~~are ~~may~~issued ~~result in a Business Combination~~ with arights ~~company~~senior ~~that~~to isthose ~~not~~afforded asour ~~profitable~~Class asA wecommon ~~suspected, if at all.~~ stock;

~~Our~~• ~~management~~could ~~may~~cause ~~not~~a bechange ~~able~~in ~~to maintain~~ control ofif a ~~target business~~substantial ~~after~~number of shares of our ~~initial~~Class ~~Business~~A ~~Combination.~~common ~~Upon~~stock ~~the~~is ~~loss~~issued, ofwhich ~~control~~may ofaffect, aamong ~~target~~other ~~business~~things, ~~new~~our ~~management~~ability ~~may~~to ~~not~~use ~~possess~~our ~~the~~net ~~skills~~operating loss carry forwards, ~~qualifications~~if orany, ~~abilities~~and ~~necessary~~could toresult ~~profitably~~in ~~operate~~the ~~such~~resignation ~~business.~~or removal of our present officers and directors;

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

We• ~~may~~will ~~seek~~not ~~Business~~result ~~Combination~~in ~~opportunities~~adjustment ~~with~~to athe ~~high~~exercise ~~degree~~price of ~~complexity that require significant operational improvements, which could delay or prevent us from achieving~~ our ~~desired results~~warrants.

WeUnlike ~~may~~most ~~seek~~other ~~Business~~similarly ~~Combination~~structured ~~opportunities~~blank ~~with~~check ~~large~~companies, ~~highly~~our ~~complex~~initial ~~companies that~~stockholders wewill ~~believe~~receive ~~would~~additional ~~benefit~~shares ~~from~~of ~~operational improvements. While we intend to implement such improvements, to the extent that~~ our ~~efforts~~Class A ~~are~~common ~~delayed~~stock orif we ~~are~~issue ~~unable~~shares to ~~achieve~~complete ~~the~~an ~~desired~~initial ~~improvements, the~~ Business Combination ~~may not be as successful as we anticipate~~.

The founder shares will automatically convert into shares of our Class A common stock on the first business day following the completion of our initial Business Combination at a ratio such that the number of shares of our Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an

To the extent we complete our initial Business Combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our Business Combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as ~~successful as a combination with a smaller, less complex organization.~~ -converted

basis, 20% of the sum of (i) the total number of shares of our Class A common stock issued and outstanding, plus (ii) the total number of shares of our Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the completion of the initial Business Combination, excluding any shares of our Class A common stock or equity-linked securities exercisable for or convertible into shares of our Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to our sponsor upon conversion of working capital loans. In no event will the shares of our Class B common stock convert into shares of our Class A common stock at a rate of less than one to one. This is different than most other similarly structured blank check companies in which our sponsor will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial Business Combination.

We34 do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial Business Combination with which a substantial majority of our stockholders do not agree.

~~Our~~Table ~~amended and restated certificate~~ of ~~incorporation~~ does not provide a specified maximum redemption threshold, except 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 (such that we are not subject to the SEC’s “penny stock” rules) or any greater net Contents

38Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial Business Combination, 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 warrants will expire worthless.

~~Table~~We anticipate that the investigation of ~~Contents~~each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial Business Combination, 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 warrants will expire worthless.

~~tangible~~We ~~asset~~are ordependent ~~cash~~upon ~~requirement which may be contained in the agreement relating to~~ our ~~initial~~executive ~~Business~~officers ~~Combination. As a result, we may be able to complete our initial Business Combination even though a substantial majority of our public stockholders do not agree with the transaction~~ and ~~have~~directors ~~redeemed their shares or, if we seek stockholder approval of our initial Business Combination~~ and ~~do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell~~ their ~~shares~~loss tocould ~~our~~adversely ~~sponsor,~~affect ~~officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of~~ our ~~Class A~~ability ~~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, all shares of our Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combinationoperate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial Business Combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential Business Combinations and monitoring the related due diligence. Moreover, certain of our directors and executive officers have time and attention requirements for private investment funds of which affiliates of EGI are the investment managers. We do not have an employment agreement with, or

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

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

InOur ~~order~~ability to ~~effectuate~~ asuccessfully ~~Business~~effect ~~Combination,~~our ~~blank~~initial check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of Business Combination, ~~increased redemption thresholds, changed industry focus~~ and, ~~with respect~~ to ~~their~~be ~~warrants,~~successful ~~amended~~thereafter ~~their~~will ~~warrant agreements to require the warrants to~~ be ~~exchanged~~totally ~~for~~dependent ~~cash~~upon ~~and/or other securities. Amending our amended and restated certificate of incorporation requires~~ the ~~approval~~efforts of ~~holders of 65% of~~ our ~~common~~key ~~stock~~personnel, ~~and~~some ~~amending our warrant agreement will require a vote~~ of ~~holders~~whom ofmay atjoin ~~least 65% of the public warrants. In addition, our amended and restated certificate of incorporation requires~~ us tofollowing ~~provide~~ our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated certificate of incorporation 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 do not complete an initial Business Combination within 24 months from the closing of our initial public offering or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity. ToThe ~~the~~loss ~~extent any~~ of ~~such~~key ~~amendments~~personnel ~~would~~could benegatively ~~deemed~~impact ~~to fundamentally change~~ the ~~nature~~operations ofand ~~any~~profitability of ~~the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend~~ our ~~charter~~ orpost-combination ~~governing instruments or extend the time to consummate an initial Business Combination in order to effectuate our initial Business Combination~~business.

~~The~~Our ~~provisions~~ability ofto successfully effect our ~~amended~~initial ~~and~~Business ~~restated~~Combination ~~certificate~~is ofdependent ~~incorporation~~upon ~~that~~the ~~relate~~efforts toof our ~~pre-Business~~key ~~Combination activity~~personnel. ~~(and~~The ~~corresponding~~role ~~provisions~~ of ~~the~~our ~~agreement~~key ~~governing~~personnel in the ~~release~~target ofbusiness, ~~funds~~however, ~~from~~cannot presently be ascertained. Although some of our ~~trust~~key ~~account)~~personnel may beremain ~~amended~~ with the ~~approval~~target ofbusiness ~~holders~~in ofsenior atmanagement, ~~least~~director ~~65%~~or ofadvisory positions following our ~~common~~initial ~~stock~~Business Combination, ~~which~~it is alikely ~~lower~~that ~~amendment~~some ~~threshold~~or ~~than~~all ~~that~~of the management of ~~some other~~the ~~blank~~target ~~check~~business ~~companies~~will remain in place. ItWhile ~~may~~we beintend ~~easier~~to ~~for~~closely ~~us,~~scrutinize ~~therefore,~~any toindividuals ~~amend~~we engage after our ~~amended~~initial ~~and~~Business ~~restated~~Combination, ~~certificate~~we cannot assure you that our assessment of ~~incorporation~~these individuals will prove to ~~facilitate~~be correct. These individuals may be unfamiliar with the ~~completion~~requirements of anoperating ~~initial~~a ~~Business~~company ~~Combination~~regulated ~~that~~by ~~some~~the ofSEC, ~~our~~which ~~stockholders~~could ~~may~~cause ~~not~~us ~~support~~to have to expend time and resources helping them become familiar with such requirements.

~~Some~~Our ~~other~~key ~~blank~~personnel ~~check~~may ~~companies~~negotiate ~~have~~employment aor ~~provision~~consulting inagreements ~~their~~with ~~charter~~a ~~which~~target ~~prohibits~~business ~~the~~in ~~amendment~~connection ofwith ~~certain of its provisions, including those which relate to~~ a ~~company’s~~particular ~~pre-~~Business Combination ~~activity~~, ~~without~~and ~~approval by~~ a ~~certain~~particular percentage of the company’s stockholders. In those companies, amendment of these provisions typically requires approval by 90% of the company’s stockholders attending and voting at an annual meeting. Our amended and restated certificate of incorporation provides that any of its provisions related to pre-Business Combination ~~activity~~may ~~(including~~be ~~the~~conditioned ~~requirement~~on ~~to deposit proceeds of our initial public offering and~~ the ~~private~~retention ~~placement~~or resignation of ~~warrants into the trust account and not release~~ such ~~amounts~~key ~~except in~~personnel. ~~specified~~These ~~circumstances,~~agreements ~~and~~may to provide ~~redemption~~for ~~rights~~them to ~~public~~receive ~~stockholders~~compensation asfollowing ~~described herein) may be amended if approved by holders of 65% of~~ our ~~common~~initial ~~stock~~Business ~~entitled~~Combination ~~to vote thereon~~ and ~~corresponding~~as ~~provisions~~a ofresult, ~~the trust agreement governing the release of funds from our trust account~~ may because ~~amended~~them ~~if approved by holders of at least 65% of our common stock entitled~~ to ~~vote~~have ~~thereon.~~conflicts ~~In all other instances, our amended and restated certificate~~ of ~~incorporation~~interest ~~may~~in bedetermining ~~amended~~whether ~~by holders of~~ a ~~majority~~particular ofBusiness ~~our~~Combination ~~outstanding~~is ~~shares of common stock entitled to vote thereon, subject to applicable provisions of~~ the ~~DGCL~~most ~~or applicable stock exchange rules~~advantageous. ~~Our initial stockholders and their permitted~~

39Our key personnel may be able to remain with our Company after the completion of our initial Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the Business Combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Delaware law. However, we believe the ability of such individuals to remain with us after the completion of our Business Combination will not be the determining factor in

~~Table~~35 ~~of Contents~~

~~transferees,~~Table ~~if any, who collectively beneficially own, on an as converted basis, 20%~~ of our Class A common stock, will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern our pre-Business Combination behavior more easily than some other blank check companies, and this may increase our ability to complete a Business Combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation. Contents

~~Our~~our ~~sponsor,~~decision ~~executive~~as ~~officers and directors have agreed, pursuant~~ to awhether ~~written~~or ~~agreement~~not ~~with~~we ~~us, that they~~ will ~~not~~proceed ~~propose~~with any ~~amendment~~potential toBusiness ~~our~~Combination. ~~amended~~There ~~and~~is ~~restated~~no ~~certificate~~certainty, ofhowever, ~~incorporation~~ that ~~would~~any ~~affect the substance or timing~~ of our ~~obligation~~key topersonnel ~~allow~~will ~~redemption~~remain ~~in connection~~ with ~~our~~us ~~initial~~after ~~Business~~the ~~Combination~~completion ~~or to redeem 100%~~ of our ~~public shares if we do not complete an initial~~ Business Combination. ~~within~~We ~~24 months~~cannot ~~from~~assure ~~the~~you ~~closing~~that any of our ~~initial~~key ~~public~~personnel ~~offering,~~will ~~unless~~remain wein ~~provide~~senior ~~our~~management ~~public stockholders~~or ~~with~~advisory ~~the~~positions ~~opportunity~~with tous. ~~redeem~~The ~~their~~determination ~~Class A~~as ~~common~~to ~~stock~~whether ~~upon~~any ~~approval~~ of ~~any~~our ~~such~~key ~~amendment~~personnel atwill aremain ~~per-share~~with ~~price,~~us ~~payable~~will inbe ~~cash,~~made ~~equal~~at to the ~~aggregate~~time ~~amount~~of ~~then~~our oninitial ~~deposit~~Business inCombination. ~~the~~In ~~trust account~~addition, ~~including~~pursuant ~~interest~~to ~~earned~~an onagreement ~~the~~entered ~~funds~~into ~~held~~concurrently inwith the ~~trust~~issuance ~~account~~ and ~~not~~sale ~~previously released to us to pay our taxes, if any (less up to $100,000~~ of ~~interest to pay dissolution expenses) divided by~~ the ~~number~~securities ofin ~~then~~our ~~outstanding~~initial public ~~shares.~~ ~~These~~offering, ~~agreements are contained in letter agreements that we have entered into with~~ our sponsor, ~~and~~upon ~~each~~completion ~~member~~ of ~~our~~an ~~management~~initial ~~team.~~Business ~~Our~~Combination, ~~stockholders~~will ~~are~~be ~~not~~entitled ~~parties~~ to, ornominate ~~third-party~~three ~~beneficiaries~~individuals ~~of,~~for ~~these~~election ~~agreements~~to ~~and,~~our asboard aof ~~result~~directors, ~~will~~ ~~not~~as ~~have~~long ~~the~~as ~~ability to pursue remedies against~~ our sponsor, ~~executive~~holds ~~officers or directors for~~ any ~~breach~~securities ofcovered ~~these~~by ~~agreements. As a result, in~~ the ~~event~~registration ofand ~~a breach, our~~ stockholders ~~would~~rights ~~need to pursue a stockholder derivative action, subject to applicable law~~agreement.

We may behave ~~unable~~a tolimited ~~obtain~~ability ~~additional financing~~ to ~~complete~~assess ~~our initial Business Combination or to fund~~ the ~~operations~~management ~~and growth~~ of a prospective target business and, ~~which~~as ~~could compel us to restructure or abandon~~ a ~~particular~~result, ~~Business~~may ~~Combination.~~affect ~~If we do not complete~~ our initial Business Combination, ~~our~~with ~~public~~a ~~stockholders~~target ~~may~~business ~~only~~whose ~~receive~~management ~~their~~may ~~pro rata~~not ~~portion~~have of the ~~funds in~~skills, ~~the~~qualifications ~~trust~~or ~~account~~abilities ~~that~~to ~~are~~manage ~~available~~a ~~for distribution to~~ public ~~stockholders, and our warrants will expire worthless~~company.

~~Although~~When ~~we believe~~evaluating ~~that~~ the ~~net~~desirability ~~proceeds~~ of ~~our~~effecting ~~initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete~~ our initial Business Combination, ~~because~~with wea ~~have not yet selected any~~ prospective target business, weour ~~cannot~~ability ~~ascertain~~to ~~the~~assess ~~capital requirements for any particular transaction. If~~ the ~~net~~target ~~proceeds~~business’s ofmanagement ~~our~~may ~~initial~~be ~~public~~limited ~~offering~~due ~~and~~to ~~the~~a ~~sale~~lack of ~~the private placement warrants prove to be insufficient~~time, ~~either~~resources ~~because~~or ofinformation. ~~the~~Our ~~size~~assessment of ~~our initial Business Combination,~~ the ~~depletion~~capabilities of the ~~available net proceeds in search of a~~ target business’s management, ~~the~~therefore, ~~obligation~~may prove to ~~redeem~~be ~~for~~incorrect ~~cash~~and asuch ~~significant~~management ~~number~~may oflack ~~shares~~the ~~from~~skills, ~~stockholders~~qualifications ~~who~~or ~~elect~~abilities ~~redemption~~we insuspected. ~~connection~~Should ~~with our initial Business Combination or~~ the ~~terms~~target ofbusiness’s ~~negotiated~~management ~~transactions~~not topossess ~~purchase~~the ~~shares in connection with our initial Business Combination~~skills, wequalifications ~~may~~or beabilities ~~required~~necessary to ~~seek~~manage ~~additional~~a ~~financing~~public orcompany, ~~to abandon~~ the ~~proposed~~operations ~~Business~~and ~~Combination.~~profitability Weof ~~cannot~~the ~~assure~~post-combination ~~you~~business ~~that such~~may ~~financing will~~ be ~~available~~negatively onimpacted. ~~acceptable terms~~Accordingly, ifany atstockholders ~~all.~~who ~~The~~choose ~~current economic environment may make it difficult for companies~~ to ~~obtain~~remain ~~acquisition~~stockholders ~~financing.~~following To the ~~extent that additional financing proves to be unavailable when needed to complete our initial~~ Business Combination, wecould ~~would~~suffer bea ~~compelled~~reduction toin ~~either restructure~~ the ~~transaction~~value orof ~~abandon~~their ~~that particular Business Combination and seek an alternative target business candidate~~shares. IfSuch ~~we do not complete our initial Business Combination, our public~~ stockholders ~~may~~are ~~only~~unlikely ~~receive~~to ~~their~~have ~~pro rata~~a ~~portion~~remedy offor ~~the~~such ~~funds~~reduction in ~~the~~value ~~trust~~unless ~~account~~they ~~that~~ are ~~available~~able ~~for distribution~~ to ~~public~~successfully ~~stockholders~~claim ~~and~~that ~~not~~the ~~previously~~reduction ~~released~~was todue us to ~~pay our taxes on~~ the ~~liquidation~~breach ~~of our~~by ~~trust account, and~~ our ~~warrants~~officers ~~will~~or ~~expire~~directors ~~worthless.~~of Ina ~~addition,~~duty ~~even~~of ifcare weor doother ~~not~~fiduciary ~~need~~duty ~~additional~~owed ~~financing~~ to ~~complete our initial Business Combination~~them, ~~we may require such financing to fund the operations~~ or ~~growth~~if ofthey ~~the~~are ~~target~~able ~~business. The failure~~ to ~~secure~~successfully ~~additional~~bring ~~financing~~a ~~could~~private ~~have~~claim aunder ~~material~~securities ~~adverse~~laws ~~effect~~that on the ~~continued~~proxy ~~development~~solicitation or ~~growth~~tender ofoffer ~~the~~materials, ~~target~~as ~~business. None of our officers~~applicable, ~~directors~~relating ~~or stockholders are required~~ to ~~provide~~the ~~any financing to us in connection with or after our initial~~ Business Combination. Ifcontained wean doactionable ~~not~~material ~~complete~~misstatement ~~our~~or ~~initial~~material ~~Business Combination, our public stockholders may only receive approximately $10~~omission.00 ~~per share on the liquidation of our trust account, and our warrants will expire worthless.~~

~~Our~~The ~~sponsor~~officers ~~controls~~and adirectors ~~substantial~~of ~~interest~~an inacquisition uscandidate ~~and~~may ~~thus~~resign ~~may~~upon ~~exert~~completion aof ~~substantial~~our ~~influence~~initial onBusiness ~~actions~~Combination. ~~requiring~~The loss of a ~~stockholder~~Business ~~vote, potentially~~Combination intarget’s akey ~~manner~~personnel ~~that~~could ~~you~~negatively doimpact ~~not~~the ~~support~~operations and profitability of our post-combination business.

~~Our~~The ~~sponsor~~role ~~owns,~~of on an ~~as-converted~~acquisition ~~basis, approximately~~candidate’s ~~20%~~key personnel upon the completion of our ~~issued~~initial ~~and~~Business ~~outstanding~~Combination ~~Class A~~cannot ~~common~~be ~~stock~~ascertained at this time. ~~Accordingly,~~Although ~~our~~we ~~sponsor~~contemplate ~~may~~that ~~exert~~certain amembers ~~substantial~~of ~~influence~~an onacquisition ~~actions~~candidate’s ~~requiring~~management ateam ~~stockholder~~will ~~vote~~remain associated with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

40Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business Combination.

~~Table~~Our 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 ~~Contents~~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 and directors is engaged in several other business endeavors for which he and or she may be entitled to substantial compensation, and our executive officers and directors are not obligated to contribute any specific number of hours per week to our affairs. In particular, certain of our executive officers and directors are employed by affiliates of EGI. 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 complete our initial Business Combination.

~~potentially~~36 in a manner that you do not support, including amendments to our amended and restated certificate of incorporation. If our sponsor purchases any additional shares of our Class A common stock in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A common stock. In addition, our board of directors, whose members were elected by our sponsor, is divided into three classes, each of which will generally serve for a terms for three years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our initial Business Combination, in which case all of the current directors will continue in office until at least the completion of the Business Combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our sponsor, because of its ownership position, will have considerable influence regarding the outcome. In addition, prior to the completion of an initial Business Combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, our sponsor will continue to exert control at least until the completion of our initial Business Combination.

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

Our ~~warrants~~officers ~~will~~and ~~be issued~~directors inpresently ~~registered form under a warrant agreement between Continental Stock Transfer & Trust Company~~have, ~~as warrant agent,~~ and ~~us.~~any ~~The~~of ~~warrant~~them ~~agreement~~in ~~provides that~~ the ~~terms~~future ~~of the warrants~~ may behave ~~amended~~additional, ~~without~~fiduciary ~~the~~or ~~consent~~contractual ofobligations ~~any holder~~ to ~~cure~~other ~~any~~entities, ~~ambiguity~~including oranother ~~correct~~blank ~~any~~check ~~defective~~company, ~~provision~~and, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordinglyaccordingly, we may ~~amend~~have ~~the~~conflicts ~~terms~~ of ~~the~~interest ~~public warrants~~ in aallocating ~~manner~~their ~~adverse~~time toand adetermining ~~holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability~~ to ~~amend~~which ~~the~~entity ~~terms~~a ofparticular ~~the~~business ~~public warrants~~opportunity ~~with~~should ~~the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could~~ be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrantpresented.

WeUntil we complete our initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may ~~redeem your~~have, ~~unexpired~~additional ~~warrants~~fiduciary ~~prior~~or contractual obligations to ~~their~~other ~~exercise~~entities atpursuant ato ~~time~~which ~~that~~such officer or director is ~~disadvantageous~~or will be required to ~~you~~present a Business Combination opportunity to such entity, ~~thereby~~subject ~~making~~to ~~your~~his ~~warrants~~or ~~worthless~~her fiduciary duties under Delaware law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Delaware law. However, we do not believe that any potential conflicts would materially affect our ability to complete our initial Business Combination.

~~We have~~In ~~the~~addition, ~~ability~~our tofounders, ~~redeem~~our ~~the~~directors ~~outstanding warrants at any time after they become exercisable~~ and ~~prior to their expiration~~officers, atEGI aor ~~price~~its ofaffiliates ~~$0.01~~may ~~per~~in ~~warrant, if, among other things,~~ the ~~Reference~~future ~~Value~~become ~~equals~~affiliated orwith ~~exceeds~~other ~~$18.00~~blank ~~per~~check ~~share~~companies ~~(as~~that ~~adjusted for~~may ~~stock~~have ~~splits,~~acquisition ~~stock~~objectives ~~capitalizations,~~that ~~reorganizations,~~are ~~recapitalizations~~similar ~~and~~to ~~the like)~~ours. ~~If and when the warrants become redeemable by us~~Accordingly, wethey may ~~exercise~~have ~~our~~conflicts ~~redemption~~of ~~right~~interest ~~even~~in ifdetermining ~~we are unable~~ to ~~register~~which orentity ~~qualify~~a ~~the~~particular ~~underlying~~business ~~securities for~~opportunity ~~sale~~should ~~under~~be ~~all applicable state securities laws~~presented. ~~Redemption~~These ofconflicts ~~the~~may ~~outstanding~~not ~~warrants~~be asresolved ~~described~~in ~~above~~our ~~could~~favor ~~force~~and ~~you~~a topotential ~~(i) exercise~~target ~~your~~business ~~warrants~~may ~~and~~be ~~pay~~presented ~~the~~to ~~exercise~~such ~~price~~other ~~therefor~~blank atcheck acompanies ~~time~~prior ~~when~~to itits ~~may~~presentation ~~be disadvantageous for you~~ to do sous, ~~(ii) sell~~subject ~~your~~to ~~warrants~~our atofficers’ ~~the~~and ~~then-current~~directors’ ~~market~~fiduciary ~~price~~duties ~~when~~under ~~you~~Delaware ~~might~~law. ~~otherwise~~Our ~~wish~~amended toand ~~hold~~restated ~~your~~certificate ~~warrants~~of orincorporation ~~(iii) accept~~provides ~~the~~that ~~nominal~~we ~~redemption~~renounce ~~price~~our ~~which,~~interest atin ~~the~~any ~~time~~Business ~~the~~Combination ~~outstanding~~opportunity ~~warrants~~offered ~~are~~to ~~called~~any ~~for~~director ~~redemption,~~or ~~we expect~~officer ~~would~~unless besuch ~~substantially~~opportunity ~~less~~is ~~than~~expressly ~~the~~offered ~~Market~~to ~~Value~~such ofperson ~~your~~solely ~~warrants.~~in ~~None~~his ofor ~~the~~her ~~private~~capacity ~~placement~~as ~~warrants~~a ~~will~~director beor ~~redeemable~~officer byof usthe ~~(except~~Company asand ~~otherwise~~it ~~set~~is ~~forth~~an ~~herein)~~opportunity sothat ~~long~~we ~~as they~~ are ~~held~~able byto ~~our~~complete ~~sponsor~~on ora ~~its~~reasonable ~~permitted transferees~~basis.

InOur ~~addition,~~executive ~~we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration~~officers, ~~at a price of $0.10 per warrant if~~directors, ~~among~~security ~~other~~holders ~~things, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations~~ and ~~the like). In such a case, the holders will be able to exercise~~ their ~~warrants~~respective onaffiliates a cashless basis prior to redemption for a number of shares of our Class A common stock determined based on the redemption date and the fair market value of our Class A common stock. The value received upon exercise of the warrants (1) may ~~be less than the value the holders would~~ have ~~received~~competitive ifpecuniary ~~they~~interests ~~had~~that ~~exercised~~conflict ~~their~~with warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of common stock received is capped at 0.361 shares of our ~~Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants~~interests.

41We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a Business Combination with a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us, including the formation or participation in one or more other blank check companies. Accordingly, such persons or entities may have a conflict between their interests and ours.

~~Table~~The personal and financial interests of ~~Contents~~our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a Business Combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular Business Combination are appropriate and in our stockholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Delaware law and we or our stockholders might have a claim against such individuals for infringing on our stockholders’ rights.

~~Our~~We ~~warrants~~may ~~and~~engage ~~founder~~in ~~shares~~a ~~may~~Business ~~have~~Combination anwith ~~adverse~~one ~~effect~~or onmore ~~the~~target ~~market~~businesses ~~price~~that ofhave ~~the~~relationships ~~shares~~with ofentities that may be affiliated with our ~~Class A~~ ~~common~~sponsor, ~~stock~~executive ~~and~~officers, ~~make~~directors itor ~~more~~existing ~~difficult~~holders towhich ~~effectuate~~may ~~our~~raise ~~initial~~potential ~~Business~~conflicts ~~Combination~~of interest.

~~Our~~In ~~initial~~light ~~stockholders currently~~of ~~own~~the aninvolvement ~~aggregate~~ of 10our sponsor,~~350~~ executive officers and directors with other entities,~~000~~ ~~founder~~we ~~shares.~~may ~~The~~decide ~~founder~~to ~~shares~~acquire ~~are~~one ~~convertible~~or ~~into~~more ~~Class A~~businesses ~~common~~affiliated ~~stock~~with onour asponsor, ~~one-for-one~~executive ~~basis~~officers, ~~subject~~directors toor ~~adjustment~~ existing holders. Our directors also serve as ~~set~~officers ~~forth~~and ~~herein~~board members for other entities. InOur ~~addition~~founders, if our ~~sponsor~~directors ~~makes~~and ~~any~~officers, ~~working~~EGI ~~capital~~or ~~loans~~its affiliates may sponsor, upform or participate in other blank check companies similar to $1ours during the period in which we are seeking an initial Business Combination. Such entities may compete with us for Business Combination opportunities. Our sponsor,~~500,000~~ officers and directors are not currently aware of any specific opportunities for us to complete our initial Business Combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a Business Combination with any such ~~loans~~entity ~~may~~or entities. Although we will not be ~~converted~~specifically ~~into~~focusing ~~warrants~~on, ator ~~the~~targeting, ~~price~~any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a Business Combination and such transaction was approved by a majority of $1our independent and disinterested directors.50 ~~per~~Despite ~~warrant~~our atagreement to obtain an opinion from an independent investment banking firm, or from an independent accounting firm, regarding the ~~option~~fairness to our Company from a financial point of ~~the~~view ~~lender.~~of ~~Such~~a ~~warrants~~Business ~~would~~Combination bewith ~~identical~~one toor ~~the private~~more ~~placement~~domestic ~~warrants~~or international businesses affiliated with our sponsor, ~~including~~executive asofficers, todirectors ~~exercise~~or ~~price~~existing holders, ~~exercisability~~potential conflicts of interest still may exist and, ~~exercise~~as ~~period.~~a ~~Our~~result, ~~public~~the ~~warrants~~terms ~~are~~of ~~also~~the ~~redeemable~~Business byCombination usmay ~~for~~not ~~shares~~be ofas advantageous to our ~~Class A~~public ~~common~~stockholders ~~stock~~as they would be absent any conflicts of interest.

To37 the extent we issue Class A common stock for any reason, including to effectuate a Business Combination, the potential for the issuance of a substantial number of additional shares of our Class A common stock upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business. Such warrants when exercised will increase the number of issued and outstanding shares of our Class A common stock and reduce the value of the Class A common stock issued to complete the business transaction. Therefore, our warrants and founder shares may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

~~The~~Table ~~private placement warrants are identical to the warrants sold as part~~ of the units in our initial public offering except that, so long as they are held by our sponsor or its permitted transferees, (i) they will not be redeemable by us, except as otherwise set forth herein, (ii) they (including the shares of our Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial Business Combination, and (iii) they may be exercised by the holders on a cashless basis. Contents

~~Because~~Since ~~each~~our ~~unit~~sponsor, ~~contains~~executive ~~one-third~~officers ofand ~~one~~directors ~~warrant~~will ~~and~~lose ~~only~~their aentire ~~whole~~investment ~~warrant~~in us if our initial Business Combination is not completed (other than with respect to public shares they may beacquire ~~exercised~~after our initial public offering), ~~the~~a ~~units~~conflict of interest may bearise ~~worth~~in ~~less~~determining ~~than~~whether ~~units~~a ofparticular ~~other~~Business ~~blank~~Combination ~~check~~target ~~companies~~is appropriate for our initial Business Combination.

~~Each unit contains one~~5-third of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of our Class A common stock to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one share of common stock and one warrant to purchase one share of common stock. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate for one third of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share. -3

reverse stock split, effected July 21, 2020, and a

~~A provision of our warrant agreement may make it more difficult~~ 1-for ~~us to complete an initial Business Combination~~-1. 2

forward stock split, effective September 17, 2020). In September 2020, our sponsor transferred 30,000 shares of Class B common stock to each of Messrs. Grubbs, Simon and Swoboda (36,000 shares, after giving effect to a

~~If (i) we issue additional common stock or equity~~1-~~linked securities~~ for ~~capital raising purposes in connection with the closing of our initial Business Combination at a Newly Issued Price of less than $9~~-1.20 per common stock, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the completion of our initial Business Combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. This may make it more difficult for us to complete an initial Business Combination with a target business. 2

forward stock split, effective September 17, 2020). Prior to the initial investment in the Company of $25,000 by our sponsor, the Company had no assets, tangible or intangible. The founder shares will be worthless if we do not complete an initial Business Combination. In addition, concurrent with the closing of our initial public offering, our sponsor purchased an aggregate of 6,853,333 private placement warrants, each exercisable for one share of our Class A common stock at $11.50 per share, for a purchase price of $1.50 per whole warrant, generating gross proceeds of $10,280,000. The private placement warrants will also be worthless if we do not complete a Business Combination. Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed Business Combination and (B) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial Business Combination. In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer or director, and we may pay our sponsor, officers, directors and any of their respective affiliates fees and expenses in connection with identifying, investigating and completing an initial Business Combination.

42 24-month

anniversary of the closing of our initial public offering nears, which is the deadline for our completion of an initial Business Combination.

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

Although we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt, 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

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

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

~~The~~• ~~federal~~default ~~proxy rules~~and ~~require~~foreclosure ~~that~~on aour ~~proxy~~assets ~~statement~~if ~~with~~our ~~respect~~operating torevenues aafter ~~vote~~an oninitial a Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are ~~required~~insufficient ~~under the tender offer rules. These financial statements may be required~~ to berepay prepared in accordance with, or be reconciled to, GAAP, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our ~~initial~~debt ~~Business Combination within the prescribed time frame.~~ obligations;

We• ~~are~~acceleration anof ~~emerging~~our ~~growth~~obligations ~~company~~to ~~within~~repay the ~~meaning~~indebtedness ofeven ~~the Securities Act, and~~ if we ~~take~~make ~~advantage~~all ofprincipal ~~certain~~and ~~exemptions~~interest ~~from~~payments ~~disclosure~~when ~~requirements available~~due toif ~~emerging~~we ~~growth~~breach ~~companies,~~certain ~~this~~covenants ~~could~~that ~~make~~require ~~our~~the ~~securities~~maintenance ~~less~~of ~~attractive~~certain tofinancial ~~investors~~ratios ~~and~~or ~~may~~reserves ~~make~~without ita ~~more~~waiver ~~difficult~~or torenegotiation ~~compare~~of ~~our~~that ~~performance with other public companies.~~ covenant;

We• are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our ~~periodic~~immediate ~~reports~~payment ~~and proxy statements, and exemptions from the requirements~~ of ~~holding~~all aprincipal ~~nonbinding advisory vote on executive compensation~~ and ~~stockholder~~accrued ~~approval of any golden parachute payments not previously approved. As a result~~interest, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if ~~the Market Value of our Class A common stock held by non-affiliates equals or exceeds $700.0 million as of~~ any ~~June 30th before that time~~, inif ~~which case we would no longer be an emerging growth company as of~~ the ~~following~~debt ~~December 31.~~security Weis ~~cannot~~payable ~~predict whether investors will find our securities less attractive because we will rely~~ on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. demand;

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

~~Compliance~~• ~~obligations~~our ~~under~~inability ~~the Sarbanes-Oxley Act may make it more difficult for us~~ to ~~effectuate~~pay adividends ~~Business~~on ~~Combination, require~~our ~~substantial~~Class ~~financial~~A ~~and~~common ~~management resources, and increase the time and costs of completing an acquisition.~~ stock;

~~Section 404~~38 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies

43Table of Contents

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

~~because~~• alimitations ~~target~~on ~~business with which we seek to complete~~ our ~~initial~~flexibility ~~Business Combination may not be~~ in ~~compliance~~planning ~~with~~for ~~the~~and ~~provisions~~reacting ~~of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity~~ to ~~achieve~~changes ~~compliance~~in ~~with~~our ~~the~~business ~~Sarbanes-Oxley~~and ~~Act~~in ~~may increase~~ the ~~time~~industry ~~and~~in ~~costs~~which ~~necessary~~we ~~to complete any such acquisition.~~ operate;

~~Provisions~~• inincreased ~~our~~vulnerability ~~amended~~to ~~and~~adverse ~~restated~~changes ~~certificate~~in ofgeneral ~~incorporation and Delaware law may inhibit a takeover of us~~economic, ~~which~~industry ~~could~~and ~~limit~~competitive ~~the~~conditions ~~price~~and ~~investors might~~adverse bechanges ~~willing to pay~~ in ~~the~~government ~~future~~regulation; ~~for shares of our Class A common stock~~ and ~~could entrench management.~~

~~Our~~• ~~amended~~limitations ~~and restated~~on ~~certificate~~our ofability ~~incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider~~ to beborrow inadditional ~~their~~amounts ~~best~~for ~~interests.~~expenses, ~~These~~capital ~~provisions~~expenditures, ~~include a classified board of directors~~acquisitions, ~~the~~debt ~~ability~~service ofrequirements ~~the board of directors to designate the terms of~~ and ~~issue~~execution ~~new series~~ of ~~preferred~~our ~~stock,~~strategy ~~advance~~and ~~notice~~other ~~provisions~~purposes ~~for any stockholder proposals or director nominations,~~ and ~~the~~other ~~fact~~disadvantages ~~that~~compared ~~prior~~ to ~~the completion of~~ our ~~initial~~competitors ~~Business~~who ~~Combination only holders of shares of our Class B common stock, which~~ have ~~been~~less issued to our initial stockholders, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securitiesdebt.

We ~~are~~may ~~also~~only ~~subject~~be able to ~~anti-takeover provisions~~complete ~~under~~one ~~Delaware~~Business ~~law,~~Combination ~~which~~with ~~could~~the ~~delay~~proceeds orof ~~prevent~~our ainitial ~~change~~public offering and the sale of ~~control.~~the ~~Together~~private ~~these~~placement ~~provisions~~warrants, ~~may~~which ~~make~~will ~~the~~cause ~~removal~~us ofto ~~management~~be ~~more~~solely ~~difficult~~dependent ~~and~~on ~~may~~a ~~discourage~~single ~~transactions~~business ~~that~~which ~~otherwise~~may ~~could~~have ~~involve~~a ~~payment~~limited number of aproducts ~~premium~~or ~~over prevailing~~services. ~~market~~This ~~prices~~lack ~~for~~of diversification may negatively impact our ~~securities~~operations and profitability.

~~Provisions~~Of inthe net proceeds from our ~~amended~~initial public offering and ~~restated~~the ~~certificate~~sale of ~~incorporation~~the private placement warrants, $414,000,000 will be available to complete our Business Combination and ~~Delaware~~pay ~~law~~related ~~may~~fees ~~have~~and expenses (which excludes up to $14,490,000, after taking into account the ~~effect of~~deferred ~~discouraging~~underwriting ~~lawsuits~~commissions ~~against~~being ~~our~~held ~~directors~~in the trust account and ~~officers~~the expense of our initial public offering).

~~Our~~We ~~amended~~may ~~and~~effectuate ~~restated~~our ~~certificate~~initial ofBusiness ~~incorporation~~Combination ~~requires,~~with ~~unless we~~a ~~consent~~single intarget ~~writing~~business toor ~~the~~multiple ~~selection~~target ofbusinesses ansimultaneously ~~alternative forum, that (i) any derivative action~~ or ~~proceeding~~within ~~brought on our behalf, (ii) any action asserting~~ a ~~claim~~short ofperiod ~~breach~~ of atime. ~~fiduciary~~However, ~~duty~~we ~~owed~~may bynot ~~any~~be ~~director,~~able ~~officer or other employee~~ to useffectuate or our ~~stockholders,~~initial ~~(iii) any~~Business ~~action~~Combination ~~asserting~~with amore ~~claim~~than ~~against~~one ~~us,~~target ~~our~~business ~~directors,~~because ~~officers~~of orvarious ~~employees~~factors, ~~arising~~including ~~pursuant~~the toexistence ~~any provision~~ of ~~the~~complex ~~DGCL~~accounting orissues ~~our amended~~ and ~~restated~~the ~~certificate~~requirement ofthat ~~incorporation~~we orprepare ~~amended~~ and ~~restated~~ ~~bylaws,~~file ~~or (iv)~~pro ~~any~~forma ~~action~~financial ~~asserting~~statements awith ~~claim against us, our directors, officers or employees governed by~~ the ~~internal~~SEC ~~affairs~~that ~~doctrine~~present ~~may~~operating beresults ~~brought~~and ~~only in~~ the ~~Court~~financial ofcondition ~~Chancery in the State~~ of ~~Delaware,~~several ~~except~~target ~~any~~businesses ~~claim (A)~~ as to ~~which~~if ~~the~~they ~~Court~~had ofbeen ~~Chancery~~operated ofon ~~the~~a ~~State~~combined ofbasis. ~~Delaware~~By ~~determines~~completing ~~that~~our ~~there~~initial isBusiness anCombination ~~indispensable~~with ~~party~~only ~~not~~a ~~subject~~single toentity, ~~the~~our ~~jurisdiction~~lack of ~~the~~diversification ~~Court~~may ofsubject ~~Chancery~~us ~~(and~~to ~~the~~numerous ~~indispensable~~economic, ~~party~~competitive ~~does~~and ~~not~~regulatory ~~consent~~developments. toFurther, ~~the~~we ~~personal~~would ~~jurisdiction~~not ofbe ~~the~~able ~~Court of~~to ~~Chancery~~diversify ~~within~~our ~~ten~~operations ~~days~~or ~~following~~benefit ~~such~~from ~~determination), (B) which is vested in~~ the ~~exclusive~~possible ~~jurisdiction~~spreading of arisks ~~court~~ or ~~forum~~offsetting ~~other than the Court~~ of ~~Chancery~~losses, orunlike ~~(C) for~~other entities which ~~the~~may ~~Court of Chancery does not~~ have ~~subject matter jurisdiction. If an action is brought outside of Delaware,~~ the ~~stockholder~~resources ~~bringing the suit will be deemed~~ to ~~have~~complete ~~consented~~several toBusiness ~~service~~Combinations ~~of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency~~ in ~~the~~different ~~application~~industries ofor ~~Delaware~~different ~~law~~areas ~~in the types~~ of ~~lawsuits to which it applies,~~ a ~~court~~single ~~may~~industry. ~~determine that this provision is unenforceable~~Accordingly, ~~and to~~ the ~~extent~~prospects itfor isour ~~enforceable,~~success ~~the provision~~ may ~~have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not~~ be: ~~deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.~~

~~Notwithstanding~~• ~~the~~solely ~~foregoing,~~dependent ~~our~~upon ~~amended and restated certificate of incorporation provides that~~ the ~~exclusive~~performance ~~forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27~~ of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a ~~cause~~single ~~of action arising under the Securities Act against us or any of our directors~~business, ~~officers,~~property ~~other employees~~ or ~~agents.~~asset; ~~However, there is uncertainty as to whether a court would enforce the exclusive forum provisions relating to causes of action arising under the Securities Act.~~ or

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

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

~~Cyber~~We ~~incidents~~may orattempt ~~attacks~~to ~~directed~~simultaneously atcomplete usBusiness ~~could~~Combinations ~~result~~with inmultiple ~~information~~prospective ~~theft~~targets, ~~data~~which ~~corruption,~~may ~~operational disruption~~hinder our ability to complete our initial Business Combination and~~/or~~ ~~financial~~give ~~loss~~rise to increased costs and risks that could negatively impact our operations and profitability.

WeIf ~~depend~~we ondetermine ~~digital~~to ~~technologies,~~simultaneously ~~including~~acquire ~~information~~several ~~systems,~~businesses ~~infrastructure~~that ~~and~~are ~~cloud applications~~owned ~~and~~by ~~services~~different sellers, ~~including~~we ~~those~~will need for each of ~~third~~such ~~parties~~sellers ~~with~~to ~~which~~agree wethat ~~may~~our ~~deal.~~purchase ~~Sophisticated~~of ~~and~~its ~~deliberate~~business ~~attacks~~is contingent on, orthe ~~security~~simultaneous ~~breaches~~closings ~~in,~~of ~~our~~the ~~systems~~other orBusiness ~~infrastructure~~Combinations, orwhich ~~the~~may ~~systems~~make orit ~~infrastructure~~more ofdifficult ~~third~~for ~~parties~~us, orand ~~the~~delay ~~cloud~~our ability, ~~could~~ ~~lead~~ to ~~corruption~~complete orour ~~misappropriation~~initial ofBusiness ~~our~~Combination. ~~assets,~~With ~~proprietary~~multiple ~~information~~Business ~~and~~Combinations, ~~sensitive~~we orcould ~~confidential~~also ~~data.~~face Asadditional anrisks, ~~early~~including ~~stage~~additional ~~company~~burdens ~~without~~and ~~significant~~costs ~~investments~~with inrespect ~~data~~to ~~security~~possible ~~protection,~~multiple wenegotiations ~~may~~and ~~not~~due bediligence ~~sufficiently~~(if ~~protected against~~there ~~such~~are ~~occurrences.~~multiple Wesellers) ~~may~~and ~~not~~the ~~have~~additional ~~sufficient~~risks ~~resources~~associated towith ~~adequately~~the ~~protect~~subsequent ~~against,~~assimilation orof tothe ~~investigate~~operations and ~~remediate~~services ~~any~~or ~~vulnerability~~products ~~to,~~of ~~cyber~~the ~~incidents.~~acquired Itcompanies isin ~~possible~~a ~~that~~single ~~any~~operating ofbusiness. ~~these~~If ~~occurrences,~~we orare aunable ~~combination~~to ofadequately ~~them~~address these risks, it could ~~have adverse~~negatively ~~consequences~~impact on our ~~business~~profitability and ~~lead~~results toof ~~financial loss~~operations.

We39 ~~would be subject to a second level of U.S. federal income tax on a portion of our income if we are determined to be a personal holding company (a “PHC”), for U.S. federal income tax purposes.~~

~~A U.S. corporation~~Table ~~generally will be classified as a PHC for U.S. federal income tax purposes in a given taxable year if (i) at any time during the last half~~ of such taxable year, five or fewer individuals (without regard to their citizenship or residency and including as individuals for this purpose certain entities such as certain tax exempt organizations, pension funds and charitable trusts) own or are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (ii) at least 60% of the corporation’s adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and, under certain circumstances, rents). Contents

~~Depending~~We ~~on the~~may ~~date~~attempt ~~and~~to ~~size~~complete of our initial Business Combination, itwith isa ~~possible~~private ~~that~~company atabout ~~least~~which ~~60%~~little ofinformation ~~our~~is ~~adjusted~~available, ~~ordinary~~which ~~gross income~~ may ~~consist~~result ~~of PHC income as discussed above. In addition, depending on the concentration of our stock~~ in ~~the~~a ~~hands~~Business ~~of individuals,~~Combination ~~including~~with the members of our sponsor and certain tax exempt organizations, pension funds and charitable trusts, it is possible that more than 50% of our stock may be owned or deemed owned (pursuant to the constructive ownership rules) by such persons during the last half of a ~~taxable~~company ~~year. Thus, no assurance can be given~~ that weis ~~will~~ not ~~become~~as aprofitable ~~PHC~~as ~~in the future. If~~ we ~~are or were to become a PHC in a given taxable year~~suspected, weif ~~would~~at ~~be subject to an additional PHC tax, currently 20%, on our undistributed PHC income, which generally includes our taxable income, subject to certain adjustments~~all.

IfIn pursuing our acquisition strategy, we ~~pursue~~may aseek ~~target~~to ~~company~~effectuate our initial Business Combination with ~~operations~~ ora ~~opportunities~~privately ~~outside~~held ofcompany. ~~the~~By ~~United~~definition, ~~States~~very ~~for~~little ~~our~~public ~~initial~~information ~~Business~~generally ~~Combination~~exists about private companies, and we ~~may~~could ~~face~~be ~~additional~~required ~~burdens~~to inmake ~~connection~~our ~~with~~decision ~~investigating,~~on ~~agreeing~~whether to ~~and~~pursue ~~completing~~a ~~such~~potential initial Business Combination, ~~and~~on ifthe webasis ~~effect~~of ~~such initial~~limited ~~Business Combination~~information, wewhich ~~would~~may beresult ~~subject~~in to a ~~variety~~Business ofCombination ~~additional~~with ~~risks~~a company that ~~may~~is ~~negatively~~not ~~impact~~as ~~our~~profitable ~~operations~~as we suspected, if at all.

IfOur ~~we pursue~~management amay ~~target~~not abe ~~company~~able ~~with~~to ~~operations~~maintain orcontrol ~~opportunities outside~~ of ~~the~~a ~~United~~target ~~States~~business ~~for~~after our initial Business Combination,. weUpon ~~would~~the beloss ~~subject~~of tocontrol ~~risks~~of ~~associated with cross-border Business Combinations, including in connection with investigating, agreeing to and completing our initial Business Combination, conducting due diligence in~~ a ~~foreign~~target ~~jurisdiction~~business, ~~having~~new ~~such~~management ~~transaction~~may ~~approved~~not bypossess ~~any~~the ~~local governments~~skills, ~~regulators~~qualifications or ~~agencies~~abilities ~~and~~necessary ~~changes~~to inprofitably ~~the~~operate ~~purchase~~such ~~price based on fluctuations in foreign exchange rates~~business.

IfWe wemay ~~effect~~structure our initial Business Combination ~~with~~so ~~such~~that athe post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we ~~would~~will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be ~~subject~~required to register as an investment company under the Investment Company Act. We will not consider any ~~special~~ ~~considerations~~transaction that does not meet such criteria. Even if the post-transaction company owns 50% or ~~risks~~more ~~associated~~of ~~with~~the ~~companies~~voting ~~operating~~securities of the target, our stockholders prior to our initial Business Combination may collectively own a minority interest in anthe ~~international~~post ~~setting~~Business Combination company, ~~including~~depending ~~any~~on valuations ascribed to the target and us in the Business Combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of our Class A common stock in exchange for all of the ~~following:~~outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of our Class A common stock, our stockholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the Company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

•We ~~costs~~may ~~and~~seek ~~difficulties~~Business ~~inherent~~Combination inopportunities ~~managing~~with ~~cross-border~~a ~~business~~high ~~operations~~degree ~~and~~of ~~complying~~complexity ~~with~~that ~~different~~require ~~commercial~~significant ~~and~~operational ~~legal~~improvements, ~~requirements~~which ofcould ~~overseas~~delay ~~markets;~~or prevent us from achieving our desired results.

•We ~~rules~~may ~~and~~seek ~~regulations~~Business ~~regarding~~Combination ~~currency~~opportunities ~~redemption;~~with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the Business Combination may not be as successful as we anticipate.

•To the extent we complete our initial Business Combination with a large complex ~~corporate~~business ~~withholding~~or ~~taxes~~entity onwith ~~individuals;~~a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our Business Combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.

•We ~~laws~~do ~~governing~~not ~~the~~have ~~manner~~a inspecified ~~which~~maximum ~~future~~redemption ~~Business~~threshold. ~~Combinations~~The absence of such a redemption threshold may bemake ~~effected;~~it possible for us to complete our initial Business Combination with which a substantial majority of our stockholders do not agree.

•Our ~~exchange~~amended ~~listing~~ and/ restated certificate of incorporation does not provide a specified maximum redemption threshold, except 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 (such that we are not subject to the SEC’s “penny stock” rules) or ~~delisting~~any ~~requirements;~~greater net

•40 ~~tariffs and trade barriers;~~

45Table of Contents

~~Table~~tangible asset or cash requirement which may be contained in the agreement relating to our initial Business Combination. As a result, we may be able to complete our initial Business Combination even though a substantial majority of ~~Contents~~our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial Business Combination and do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. 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, all shares of our Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination.

•In ~~regulations~~order ~~related~~to effectuate an initial Business Combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to ~~customs~~amend our amended and ~~import/export~~restated ~~matters;~~certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial Business Combination that our stockholders may not support.

In order to effectuate a Business Combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of Business Combination, increased redemption thresholds, changed industry focus and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated certificate of incorporation requires the approval of holders of 65% of our common stock, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants. In addition, our amended and restated certificate of incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated certificate of incorporation 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 do not complete an initial Business Combination within 24 months from the closing of our initial public offering or with respect to any other provisions relating to stockholders’ rights or

~~• local or regional economic policies and market conditions;~~pre-initial

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

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

~~• unexpected changes in regulatory requirements;~~pre-Business

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

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s

~~• longer payment cycles;~~pre-Business

Combination activity, without approval by a certain percentage of the Company’s stockholders. In those companies, amendment of these provisions typically requires approval by 90% of the Company’s stockholders attending and voting at an annual meeting. Our amended and restated certificate of incorporation provides that any of its provisions related to

~~• tax issues, such as tax law changes and variations in tax laws as compared to the United States;~~pre-Business

Combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding shares of common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our initial stockholders and their permitted

•41 ~~currency fluctuations and exchange controls;~~

•Table ~~rates~~ of ~~inflation;~~Contents

transferees, if any, who collectively beneficially own, on an as converted basis, 20% of our Class A common stock, will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern our

~~• challenges in collecting accounts receivable;~~pre-Business

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

Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we do not complete an initial Business Combination within 24 months from the closing of our initial public offering, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a

~~• cultural and language differences;~~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 up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares. These agreements are contained in letter agreements that we have entered into with our sponsor and each member of our management team. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

•We ~~employment~~may ~~regulations;~~be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular Business Combination. If we do not complete our initial Business Combination, 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 warrants will expire worthless.

•Although ~~underdeveloped~~we believe that the net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial Business Combination, because we have not yet selected any prospective target business, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial Business Combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial Business Combination or ~~unpredictable~~the ~~legal~~terms of negotiated transactions to purchase shares in connection with our initial Business Combination, we may be required to seek additional financing or ~~regulatory~~to ~~systems;~~abandon the proposed Business Combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial Business Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative target business candidate. If we do not complete our initial Business Combination, 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 not previously released to us to pay our taxes on the liquidation of our trust account, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial Business Combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders are required to provide any financing to us in connection with or after our initial Business Combination. If we do not complete our initial Business Combination, our public stockholders may only receive approximately $10.00 per share on the liquidation of our trust account, and our warrants will expire worthless.

•42 ~~corruption;~~

•Table ~~protection~~ of ~~intellectual property;~~Contents

•Our ~~social~~sponsor ~~unrest,~~controls ~~crime,~~a ~~strikes,~~substantial ~~riots~~interest in us and ~~civil~~thus ~~disturbances;~~may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

Our sponsor owns, on an

~~• regime changes and political upheaval;~~as-converted

basis, approximately 20% of our issued and outstanding Class A common stock. Accordingly, our sponsor may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation. If our sponsor purchases any additional shares of our Class A common stock in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A common stock. In addition, our board of directors, whose members were elected by our sponsor, is divided into three classes, each of which will generally serve for a terms for three years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our initial Business Combination, in which case all of the current directors will continue in office until at least the completion of the Business Combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our sponsor, because of its ownership position, will have considerable influence regarding the outcome. In addition, prior to the completion of an initial Business Combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, our sponsor will continue to exert control at least until the completion of our initial Business Combination.

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

•Our ~~deterioration~~warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of ~~political~~the ~~relations~~warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the ~~United~~consent ~~States;~~of ~~and~~at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

•We ~~government~~may ~~appropriation~~redeem ofyour ~~assets~~unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We ~~may~~have ~~not~~the beability ~~able~~to redeem the outstanding warrants at any time after they become exercisable and prior to ~~adequately~~their ~~address~~expiration, ~~these~~at ~~additional~~a ~~risks~~price of $0.01 per warrant, if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). If weand ~~were~~when ~~unable~~the towarrants dobecome soredeemable by us, we may beexercise our redemption right even if we are unable to ~~complete~~register ~~such~~or ~~initial Business~~qualify ~~Combination,~~the ~~or,~~underlying ifsecurities wefor ~~complete~~sale ~~such~~under ~~combination~~all applicable state securities laws. Redemption of the outstanding warrants as described above could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, ~~our~~(ii) sell ~~operations~~your warrants at the then-current market price when you might ~~suffer,~~otherwise ~~either~~wish ofto hold your warrants or (iii) accept the nominal redemption price which, ~~may~~at ~~adversely~~the ~~impact~~time ~~our~~the ~~business~~outstanding warrants are called for redemption, ~~financial~~we ~~condition~~expect ~~and~~would ~~results~~be substantially less than the Market Value of ~~operations~~your warrants. None of the private placement warrants will be redeemable by us (except as otherwise set forth herein) so long as they are held by our sponsor or its permitted transferees.

~~Item~~In 1Baddition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 ~~Unresolved~~per ~~Staff~~warrant ~~Comments~~if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants on a cashless basis prior to redemption for a number of shares of our Class A common stock determined based on the redemption date and the fair market value of our Class A common stock. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of common stock received is capped at 0.361 shares of our Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

~~None.~~43

~~Item~~Table 2.of ~~Properties.~~Contents

WeOur dowarrants ~~not~~and ~~own~~founder ~~any~~shares ~~real~~may ~~estate~~have oran ~~other~~adverse ~~physical~~effect ~~properties~~on ~~materially~~the ~~important~~market toprice ~~our~~of ~~operation. We currently maintain our principal executive offices at Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606. The cost for this space is included in~~ the ~~$10,000~~shares ~~per-month aggregate fee an affiliate~~ of our ~~sponsor~~Class A ~~charges~~common usstock ~~for office space, administrative~~ and ~~support~~make ~~services.~~it Wemore ~~consider~~difficult ~~our current office space, combined with the other office space otherwise available~~ to ~~our~~effectuate ~~executive officers, adequate for~~ our ~~current~~initial ~~operations~~Business Combination.

Our initial stockholders currently own an aggregate of 10,350,000 founder shares. The founder shares are convertible into Class A common stock on a

~~Item 3. Legal Proceedings.~~one-for-one

basis, subject to adjustment as set forth herein. In addition, if our sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Our public warrants are also redeemable by us for shares of our Class A common stock.

To the ~~knowledge~~extent we issue Class A common stock for any reason, including to effectuate a Business Combination, the potential for the issuance of a substantial number of additional shares of our ~~management,~~Class A ~~there~~common isstock noupon ~~litigation~~exercise ~~currently~~of ~~pending~~these ~~against~~warrants and conversion rights could make us, ~~any~~a less attractive acquisition vehicle to a target business. Such warrants when exercised will increase the number of issued and outstanding shares of our ~~officers~~Class A orcommon ~~directors~~stock inand ~~their~~reduce ~~capacity~~the ~~as such~~value of the Class A common stock issued to complete the business transaction. Therefore, our warrants and founder shares may make it more difficult to effectuate a business transaction or ~~against~~increase ~~any~~the cost of ~~our~~acquiring ~~property~~the target business.

46The private placement warrants are identical to the warrants sold as part of the units in our initial public offering except that, so long as they are held by our sponsor or its permitted transferees, (i) they will not be redeemable by us, except as otherwise set forth herein, (ii) they (including the shares of our Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial Business Combination, and (iii) they may be exercised by the holders on a cashless basis.

Because each unit contains

~~Table of Contents~~one-third

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

Each unit contains

~~Item 4. Mine Safety Disclosures.~~one-third

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

~~Not~~A ~~applicable~~provision of our warrant agreement may make it more difficult for us to complete an initial Business Combination.

47If (i) we issue additional common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at a Newly Issued Price of less than $9.20 per common stock, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the completion of our initial Business Combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. This may make it more difficult for us to complete an initial Business Combination with a target business.

~~Table~~44 ~~of Contents~~

~~PART~~Table IIof Contents

~~Item~~Because 5.we ~~Market~~must ~~for~~furnish ~~Registrant’s~~our ~~Common~~stockholders ~~Equity,~~with ~~Related~~target ~~Stockholder~~business ~~Matters~~financial statements, ~~and~~we ~~Issuer~~may ~~Purchases~~lose ofthe ~~Equity~~ability ~~Securities~~to complete an otherwise advantageous initial Business Combination with some prospective target businesses.

~~Market~~The ~~Information~~federal proxy rules require that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, GAAP, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame.

~~Our~~We ~~units,~~are ~~Class A~~an ~~common~~emerging ~~stock~~growth ~~and~~company ~~warrants~~within ~~are~~the ~~each~~meaning ~~traded~~of onthe ~~New~~Securities ~~York~~Act, ~~Stock~~and ~~Exchange~~if ~~under~~we ~~the~~take ~~symbols~~advantage ~~“EQD.U,” “EQD”~~of ~~and~~certain ~~“EQD~~exemptions ~~WS,”~~from ~~respectively.~~disclosure ~~Our~~requirements ~~units~~available ~~commenced~~to ~~public~~emerging ~~trading~~growth ~~on September 16~~companies, ~~2020,~~this ~~and~~could make our ~~Class A~~securities ~~common~~less ~~stock~~attractive to investors and ~~warrants~~may ~~commenced~~make ~~separate~~it ~~public~~more ~~trading~~difficult onto ~~November 6,~~compare ~~2020~~our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the Market Value of our Class A common stock held by

~~Holders~~ non-affiliates

equals or exceeds $700.0 million as of any June 30th before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

On March 12, 2021, there was one holder of record of our units, one holder of record of our Class A common stock, four holders of record of our Class B common stock and two holders of record of our warrants. non-emerging

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

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

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

~~None.~~ Form 10-K

for the year ended December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

~~Securities~~45 ~~Authorized for Issuance Under Equity Compensation Plans~~

~~None.~~Table of Contents

~~Recent~~Provisions ~~Sales~~in our amended and restated certificate of ~~Unregistered Securities~~incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for shares of our Class A common stock and could entrench management.

~~None~~Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a classified board of directors, the ability of the board of directors to designate the terms of and issue new series of preferred stock, advance notice provisions for any stockholder proposals or director nominations, and the fact that prior to the completion of our initial Business Combination only holders of shares of our Class B common stock, which have been issued to our initial stockholders, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

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

~~None~~Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

~~Item~~Our 6amended and restated certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. ~~Selected~~If ~~Financial~~an ~~Data~~action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

~~Not~~Notwithstanding ~~required~~the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for ~~smaller~~which ~~reporting~~the ~~companies~~federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. However, there is uncertainty as to whether a court would enforce the exclusive forum provisions relating to causes of action arising under the Securities Act.

~~Item~~46 ~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

~~The~~Table ~~following discussion and analysis~~ of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K. Contents

~~Overview~~Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We ~~are~~depend aon ~~blank~~digital ~~check~~technologies, ~~company formed~~including ~~under~~information ~~the~~systems, ~~laws~~infrastructure ofand ~~the~~cloud ~~State~~applications and services, including those of ~~Delaware~~third onparties ~~July 7,~~with ~~2020~~which ~~for~~we ~~the~~may ~~purpose~~deal. ofSophisticated ~~effecting~~and adeliberate ~~merger~~attacks on, ~~capital~~or ~~stock~~security ~~exchange~~breaches in, ~~asset~~our ~~acquisition~~systems or infrastructure, ~~stock~~or ~~purchase~~the systems or infrastructure of third parties or the cloud, ~~reorganization~~could lead to corruption or ~~other~~misappropriation ~~similar~~of ~~Business~~our ~~Combination~~assets, ~~with~~proprietary ~~one~~information and sensitive or ~~more~~confidential ~~businesses~~data. We ~~intend~~As toan ~~effectuate~~early ~~our~~stage ~~Business~~company ~~Combination~~without ~~using~~significant ~~cash~~investments ~~from~~in ~~the~~data ~~proceeds~~security ofprotection, ~~our~~we ~~initial~~may ~~public~~not ~~offering~~be ~~and~~sufficiently ~~the~~protected ~~sale~~against ofsuch ~~the~~occurrences. ~~private~~We ~~placement~~may ~~warrants~~not have sufficient resources to adequately protect against, ~~our~~or ~~capital~~to ~~stock~~investigate and remediate any vulnerability to, ~~debt~~cyber incidents. It is possible that any of these occurrences, or a combination of ~~cash~~them, ~~stock~~could have adverse consequences on our business and ~~debt~~lead to financial loss.

We ~~expect~~would tobe ~~continue~~subject to ~~incur~~a ~~significant~~second ~~costs~~level inof ~~the~~U.S. federal ~~pursuit~~income tax on a portion of our ~~acquisition~~income ~~plans.~~if Wewe ~~cannot~~are ~~assure~~determined ~~you~~to ~~that~~be ~~our~~a ~~plans~~personal toholding ~~complete~~company (a ~~Business~~ ~~Combination~~“PHC”), ~~will~~for beU.S. federal ~~successful~~income tax purposes.

48A U.S. corporation generally will be classified as a PHC for U.S. federal income tax purposes in a given taxable year if (i) at any time during the last half of such taxable year, five or fewer individuals (without regard to their citizenship or residency and including as individuals for this purpose certain entities such as certain tax exempt organizations, pension funds and charitable trusts) own or are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (ii) at least 60% of the corporation’s adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and, under certain circumstances, rents).

~~Table~~Depending on the date and size of ~~Contents~~our initial Business Combination, it is possible that at least 60% of our adjusted ordinary gross income may consist of PHC income as discussed above. In addition, depending on the concentration of our stock in the hands of individuals, including the members of our sponsor and certain tax exempt organizations, pension funds and charitable trusts, it is possible that more than 50% of our stock may be owned or deemed owned (pursuant to the constructive ownership rules) by such persons during the last half of a taxable year. Thus, no assurance can be given that we will not become a PHC in the future. If we are or were to become a PHC in a given taxable year, we would be subject to an additional PHC tax, currently 20%, on our undistributed PHC income, which generally includes our taxable income, subject to certain adjustments.

~~Results~~If we pursue a target company with operations or opportunities outside of ~~Operations~~the United States for our initial Business Combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial Business Combination, and if we effect such initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.

WeIf ~~have~~we ~~neither~~pursue ~~engaged~~a intarget ~~any~~a ~~operations~~company ~~nor~~with ~~generated~~operations ~~any~~or ~~revenues~~opportunities tooutside ~~date.~~of ~~Our~~the ~~only~~United ~~activities~~States ~~from~~for ~~July 7,~~our ~~2020~~initial ~~(inception)~~Business ~~through December 31~~Combination, ~~2020~~we ~~were~~would ~~organizational~~be ~~activities,~~subject ~~those necessary~~ to ~~prepare~~risks ~~for~~associated ~~our~~with ~~initial~~cross-border ~~public~~Business ~~offering~~Combinations, ~~described~~including ~~below,~~in ~~and~~connection ~~the~~with ~~search~~investigating, ~~for~~agreeing ato ~~target~~and ~~company~~completing ~~for~~our ainitial Business Combination., Weconducting dodue ~~not~~diligence ~~expect~~in toa ~~generate~~foreign ~~any~~jurisdiction, ~~operating~~having ~~revenues until~~such ~~after~~transaction ~~the~~approved ~~completion~~by ofany ~~our~~local ~~Business~~governments, ~~Combination.~~regulators Weor ~~expect~~agencies toand ~~generate~~changes ~~non-operating income~~ in the ~~form~~purchase ofprice ~~interest~~based ~~income~~ on ~~marketable~~fluctuations ~~securities~~in ~~held~~foreign ~~after~~exchange ~~our initial public offering~~rates. ~~We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.~~

~~For~~If ~~the~~we ~~period~~effect ~~from~~our ~~July 7,~~initial ~~2020~~Business ~~(inception)~~Combination ~~through~~with ~~December 31,~~such ~~2020, we had~~ a ~~net loss of $339~~company,~~804,~~ ~~which~~we ~~consists~~would ofbe ~~operating costs~~subject ofto ~~$457,991~~any ~~offset~~special byconsiderations ~~interest~~or ~~income~~risks onassociated ~~marketable~~with ~~securities~~companies ~~held~~operating in ~~our~~an ~~trust~~international ~~account of $103~~setting,~~994~~ ~~and~~including anany ~~unrealized gain on marketable securities held in our trust account~~ of ~~$14,193.~~the following:

~~Liquidity~~• costs and ~~Capital~~difficulties ~~Resources~~inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

~~Until the~~• ~~consummation~~rules ~~of our initial public offering, our only source of liquidity was an initial purchase of Class B common stock by our sponsor~~ and ~~loans~~regulations ~~from~~regarding ~~our~~currency ~~sponsor.~~ redemption;

On• ~~September 18,~~complex ~~2020,~~corporate wewithholding ~~consummated~~taxes ~~our~~on initial public offering of 41,400,000 units at a price of $10.00 per unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 5,400,000 units, generating gross proceeds of $414,000,000. Simultaneously with the closing of our initial public offering, we consummated the sale of 6,853,333 private placement warrants at a price of $1.50 per private placement warrant in a private placement to our sponsor, generating gross proceeds of $10,280,000. individuals;

~~Following~~• ~~our~~laws ~~initial~~governing ~~public offering,~~ the ~~full~~manner ~~exercise of the over-allotment option by the underwriters’ and the sale of the private placement warrants, a total of $414,000,000 was placed~~ in ~~our~~which ~~trust~~future ~~account~~Business ~~and~~Combinations wemay ~~had~~be $1,107,022 of cash held outside of our trust account, after payment of costs related to our initial public offering, and available for working capital purposes. We incurred $23,411,063 in transaction costs, including $8,280,000 of underwriting fees, $14,490,000 of deferred underwriting fees and $641,063 of other offering costs. effected;

~~For~~• ~~the~~exchange ~~period~~listing from July 7, 2020 (inception) through December 31, 2020, cash used in operating activities was $501,235. Net loss of $339,804 was affected by interest earned on marketable securities held in our trust account of $103,994, an unrealized gain on marketable securities held in our trust account $14,193 and/or ~~changes~~delisting ~~in operating assets and liabilities, which used $43,244 of cash from operating activities.~~ requirements;

As• oftariffs ~~December 31, 2020, we had cash~~ and ~~marketable~~trade securities held in our trust account of $414,118,187. We intend to use substantially all of the funds held in our trust account, including any amounts representing interest earned on our trust account to complete our Business Combination. We may withdraw interest to pay franchise and income taxes. During the period ended December 31, 2020, we did not withdraw any interest earned on our trust account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in our trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. barriers;

As47 of December 31, 2020, we had cash of $882,702 outside of our trust account. We intend to use the funds held outside our trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

InTable ~~order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our sponsor, an affiliate~~ of our sponsor, or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability Contents

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

~~Table~~• oflocal ~~Contents~~or regional economic policies and market conditions;

~~and~~• ~~exercise~~unexpected ~~period.~~changes ~~The~~in ~~terms~~regulatory of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. The loans would be repaid upon consummation of a Business Combination, without interest. requirements;

We• dolonger ~~not~~payment believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate our trust account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. cycles;

~~Off-Balance~~• ~~Sheet~~tax ~~Financing~~issues, ~~Arrangements~~such as tax law changes and variations in tax laws as compared to the United States;

We• ~~have~~currency nofluctuations ~~obligations,~~and ~~assets~~exchange or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. controls;

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