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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

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

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

For the transition period from

~~For~~Commission ~~the~~File ~~transition~~Number: ~~period~~001-39816 ~~from to~~

~~001-39816~~GOLDEN FALCON ACQUISITION CORP.

~~GOLDEN~~(Exact ~~FALCON~~name ~~ACQUISITION~~of ~~CORP.~~registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware		85-2738750
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Delaware		85-2738750
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification Number)

850 Library Avenue, Suite 204

~~850 Library Avenue~~Newark, ~~Suite~~Delaware ~~204~~19711

~~Newark,~~(Address ~~Delaware~~of ~~19711~~principal executive offices)

(~~Address~~Zip ~~of principal executive offices~~Code)

(~~Zip Code~~970) 315-2644

~~315-2644~~(Registrant’s telephone number, including area code)

~~(Registrant’s~~Securities ~~telephone~~registered ~~number,~~pursuant ~~including~~to ~~area code~~Section 12(b) of the Exchange Act:

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


Title of Each Class	Trading Symbol (s)	Name of Each Exchange on Which Registered
Class A common stock, $0.0001 par value per share	GFX	The New York Stock Exchange
Warrants to purchase one share of Class A common stock	GFX WS	The New York Stock Exchange
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	GFX.U	The New York Stock Exchange

Title of Each Class		TradingSymbol (s)		Name of Each Exchangeon Which Registered
Class A common stock, $0.0001 par value per shareWarrants to purchase one share of Class A common stock Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant		GFX GFX WS GFX.U		The New York Stock Exchange The New York Stock Exchange The New York Stock Exchange

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

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section 12(g)~~if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the ~~Exchange~~Securities Act:. Yes ☐ No ☒ ~~None~~

Indicate by check mark if the Registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule~~Section 13 ~~405~~or 15(d) of the ~~Securities~~Exchange Act. Yes ☐ No ☒

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

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

SIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-Taccelerated 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.

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

~~12b-2~~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. ☐

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

If ansecurities ~~emerging~~are ~~growth~~registered ~~company~~pursuant to Section 12(b) of the Act, indicate by check mark ifwhether the ~~registrant~~financial ~~has~~statements ~~elected~~of ~~not to use~~ the ~~extended~~registrant ~~transition~~included ~~period~~in ~~for~~the ~~complying~~filing ~~with~~reflect ~~any~~the ~~new~~correction orof ~~revised~~an ~~financial~~error ~~accounting standards provided pursuant~~ to ~~Section 13(a)~~previously ofissued ~~the~~financial ~~Exchange Act~~statements. ☐

Indicate by check mark whether ~~the~~any ~~registrant~~of ~~has~~those ~~filed~~error acorrections ~~report~~are onrestatements ~~and~~that ~~attestation~~required toa ~~its~~recovery ~~management’s~~analysis ~~assessment~~ of ~~the~~incentive-based ~~effectiveness~~compensation ofreceived ~~its~~by ~~internal~~any ~~control over financial reporting under Section 404(b)~~ of the ~~Sarbanes-Oxley~~registrant’s ~~Act~~executive ~~(15~~officers ~~U.S.C.~~during ~~7262(b)) by~~ the ~~registered~~relevant ~~public~~recovery ~~accounting~~period ~~firm~~pursuant ~~that~~to ~~prepared or issued its audit report~~§240.10D-1(b). ☐

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

As of June 30, ~~2021~~2022 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the shares of Class A common stock of the registrant (based upon the closing price of the registrant’s Class A common stock at that date as reported by the New York Stock Exchange), excluding outstanding shares beneficially owned by persons who may be deemed affiliates of the registrant, was $~~335~~339,~~340~~825,000.

As of March 3127, ~~2022, there were~~2023

there were 4,208,579 shares of Class A common stock, par value $0.0001 per share, and 8,625,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
	PART I		3
Item 1.	Business		3
Item 1A.	Risk Factors		11
Item 1B.	Unresolved Staff Comments		4447
Item 2.	Properties		4447
Item 3.	Legal Proceedings		4448
Item 4.	Mine Safety Disclosures		4448
	PART II		49
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		4549
Item 6.	[Reserved]		4549
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4650
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		5055
Item 8.	Financial Statements and Supplementary Data		5055
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		5055
Item 9A.	Controls and Procedures		5055
Item 9B.	Other Information		5156
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		5156
	PART III		57
Item 10.	Directors, Executive Officers and Corporate Governance		5257
Item 11.	Executive Compensation		5863
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		5963
Item 13.	Certain Relationships and Related Transactions, and Director Independence		6065
Item 14.	Principal Accountant Fees and Services		6267
	PART IV		69
Item 15.	Exhibits and Financial Statement Schedules		6469
Item 16.	Form 10-K Summary		6571
SIGNATURES

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K or unless the context otherwise requires, references to:

• “~~certificate~~Amended and Restated Certificate of ~~incorporation~~Incorporation” are to our amended and restated certificate of incorporation, as amended, in effect as of the date hereof;

• “Class A common stock” are to our Class A common stock, ~~and~~par ~~our~~value ~~Class~~$0.0001 Bper ~~common stock, collectively~~share;

• “~~Company,”~~Class ~~“our,”~~B ~~“we”~~common ~~or “us~~stock” are to ~~Golden~~our ~~Falcon~~Class ~~Acquisition~~B ~~Corp~~common stock, par value $0.0001 per share;

• “~~equity-linked~~common ~~securities~~stock” are to ~~any securities of~~ our ~~company~~Class ~~that~~A ~~are~~common ~~convertible~~stock ~~into~~and orour ~~exchangeable~~Class orB ~~exercisable for~~ common stock, ~~of our company~~collectively;

• “~~founder shares~~Company,” ~~are to shares of~~ “our,” ~~Class~~“we” Bor ~~common~~“us” ~~stock~~are ~~outstanding~~to asGolden ofFalcon ~~our~~Acquisition ~~initial public offering and the shares of our Class A common stock that may be issued upon the conversion thereof as described herein~~Corp.;

• “~~initial~~equity-linked ~~stockholders~~securities” are to any securities of our ~~Sponsor~~company ~~and~~that ~~the~~are ~~other~~convertible ~~holders~~into ofor ~~our~~exchangeable ~~founder~~or ~~shares~~exercisable ~~prior~~for tocommon ~~our~~stock ~~initial~~of ~~public~~our ~~offering~~company;

• “~~management~~founder shares” orare to shares of our ~~“management~~Class ~~team”~~B ~~are~~common tostock outstanding as of our ~~officers~~initial public offering and ~~directors~~the shares of our Class A common stock that may be issued upon the conversion thereof as described herein;

• “~~private~~initial ~~placement warrants~~stockholders” are to ~~the~~our ~~warrants~~sponsor ~~issued~~and inthe aother ~~private~~holders ~~placement~~of ~~simultaneously~~our ~~with~~founder ~~the~~shares ~~closing~~prior ofto our initial public offering;

• “~~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~~officers ~~public~~and ~~offering (whether they were purchased in our initial public offering or thereafter in the open market)~~directors;

• “~~public~~private ~~stockholders~~placement warrants” are to the ~~holders~~warrants issued in a private placement simultaneously with the closing of our initial public ~~shares~~offering;

• “public ~~warrants~~shares” are to ~~(1)~~shares of our ~~redeemable~~Class ~~warrants~~A common stock sold as part of the units in our initial public offering ~~and~~ (2)whether ~~any~~they ~~private~~were ~~placement~~purchased ~~warrants~~in orour ~~warrants~~initial ~~issued~~public ~~upon~~offering ~~conversion of working capital loans that are transferred to third parties that are not our Sponsor~~ or ~~its~~thereafter ~~permitted~~in ~~transferees following~~ the ~~consummation~~open ~~of our initial business combination~~market);

• “~~Representatives~~public stockholders” are to ~~UBS Securities LLC and Moelis & Company LLC, as representatives of~~ the ~~several~~holders ~~underwriters~~ of our ~~initial~~ public ~~offering~~shares;

• “~~specified~~public ~~future issuance~~warrants” are to an(1) ~~issuance~~our ofredeemable awarrants ~~class~~sold as part of ~~equity~~the orunits ~~equity-linked~~in ~~securities~~our toinitial ~~certain~~public ~~purchasers,~~offering ~~which~~and ~~may~~(2) ~~include~~any ~~affiliates~~private placement warrants or warrants issued upon conversion of ~~our~~working ~~management~~capital ~~team,~~loans that weare ~~may~~transferred ~~determine~~ to ~~make~~third inparties ~~connection~~that ~~with~~are ~~financing~~not our sponsor or its permitted transferees following the consummation of our initial business combination;

• “~~Sponsor~~Representatives” are to ~~Golden~~UBS ~~Falcon~~Securities ~~Sponsor~~LLC ~~Group,~~and Moelis & Company LLC, aas ~~Delaware~~representatives ~~limited~~of ~~liability~~the ~~company;~~several ~~and~~underwriters of our initial public offering;

• “~~warrants~~specified future issuance” are to ~~our~~an ~~public~~issuance ~~warrants~~of ~~and~~a ~~private~~class ~~placement~~of ~~warrants,~~equity asor ~~well~~equity-linked assecurities ~~any~~to ~~warrants~~certain ~~issued~~purchasers, ~~upon~~which ~~conversion~~may include affiliates of ~~working~~our ~~capital~~management ~~loans~~team, ~~upon~~that ~~consummation~~we ofmay determine to make in connection with financing our initial business combination~~, collectively.~~;

1• “sponsor” are to Golden Falcon Sponsor Group, LLC, a Delaware limited liability company; and

~~Table~~• “warrants” are to our public warrants and private placement warrants, as well as any warrants issued upon conversion of ~~Contents~~working capital loans upon consummation of our initial business combination, collectively.

~~CAUTIONARY~~1 ~~NOTE REGARDING FORWARD-LOOKING STATEMENTS~~

10-KTable of Contents

•CAUTIONARY ~~our~~NOTE ~~ability~~REGARDING toFORWARD-LOOKING ~~select~~STATEMENTS ~~an appropriate target business or businesses;~~

•Some ~~our~~statements ~~ability~~contained in this Annual Report on Form 10-K (this “Annual Report”) are forward-looking in nature. Our forward-looking statements include, but are not limited to, ~~complete~~statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future, including with respect to our ~~initial~~proposed business combination; with MNG Havayollari ve Tasimacilik A.S. (“MNG”). In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

• our ~~expectations~~ability ~~around~~to ~~the~~complete ~~performance~~our ofinitial abusiness ~~prospective~~combination, ~~target~~including the proposed business orcombination ~~businesses~~with MNG;

• our ~~success~~expectations inaround ~~retaining~~the orperformance ~~recruiting,~~of orMNG ~~changes required in, our officers, key employees~~ or ~~directors~~any ~~following~~other ~~our~~prospective ~~initial~~target business ~~combination~~or businesses;

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

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

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

• our ~~ability~~pool toof ~~consummate~~prospective antarget ~~initial~~businesses ~~business~~if ~~combination due to~~ the ~~uncertainty~~proposed ~~resulting~~business ~~from~~combination ~~the~~with ~~recent~~MNG ~~COVID-19~~is ~~pandemic,~~not ~~the invasion of Ukraine by Russia and resulting sanctions, and other events (such as terrorist attacks, geopolitical unrest, natural disasters or a significant outbreak of other infectious diseases)~~completed;

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

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

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

• the ~~use~~lack of ~~proceeds~~a ~~not~~market ~~held~~for inour ~~the trust account or available to us from interest income on the trust account balance~~securities;

• the ~~trust~~use ~~account~~of proceeds not ~~being~~held ~~subject~~in the trust account or available to ~~claims~~us offrom ~~third~~interest ~~parties;~~income oron the trust account balance;

• ~~our~~the ~~financial~~trust ~~performance.~~account not being subject to claims of third parties;

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

2• the other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report and in our other filings with the SEC, including in our preliminary prospectus/proxy statement to be included in a Registration Statement on Form F-4 that MNG will file with the SEC relating to the proposed business combination with MNG.

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

~~PART~~2 I

ITEM 1.Table BUSINESSof Contents

~~General~~PART I

~~We are a Delaware corporation structured as a blank check company formed on August~~ITEM ~~24, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities~~1. BUSINESS

WeGeneral seek to leverage our management team’s proprietary global network of strong relationships with private equity sponsors, entrepreneurs, venture and growth capital funds, family offices, large corporations, sovereign wealth funds and their owners and most senior officers to identify, structure, finance, acquire and support the operation of a business combination target. In pursuing our strategy we intend to take advantage of our management team’s extensive experience in investing in and operating businesses across a wide range of sectors and geographies.

~~While~~We weare ~~may~~a ~~pursue~~Delaware ancorporation ~~initial~~structured ~~business~~as ~~combination~~a ~~with~~blank ~~any~~check ~~target~~company ~~business~~formed ~~and~~on inAugust 24, ~~any sector or geographical location~~2020, wefor ~~have~~the ~~initially~~purpose ~~focused~~of ~~our~~effecting ~~search~~a onmerger, ~~companies~~capital ~~operating~~stock inexchange, ~~the~~asset ~~technology~~acquisition, ~~media,~~stock ~~telecom~~purchase, ~~and~~reorganization ~~fintech~~or ~~sectors~~similar ~~that~~business ~~are~~combination ~~headquartered~~with inone ~~Europe,~~or ~~Israel,~~more ~~the~~businesses ~~Middle East~~ or ~~North America~~entities.

We ~~believe~~seek ~~that~~to ~~this~~leverage ~~combination~~our management team’s proprietary global network of strong relationships with private equity sponsors, ~~experience~~entrepreneurs, venture and ~~expertise~~growth ~~puts~~capital usfunds, infamily aoffices, ~~strong~~large ~~position~~corporations, sovereign wealth funds and their owners and most senior officers to ~~source~~identify, anstructure, ~~attractive~~finance, ~~target~~acquire and ~~complete~~support anthe ~~initial~~operation of a business combination target. In pursuing our strategy we intend to take advantage of our management team’s extensive experience in investing in and ~~makes~~operating usbusinesses across a ~~preferred~~wide ~~partner~~range ~~for~~of ~~potential~~sectors ~~business~~and ~~combination targets~~geographies.

InWhile ~~September 2020,~~ we ~~issued~~may ~~7,187,500~~pursue ~~founder~~an ~~shares~~initial tobusiness ~~our~~combination ~~Sponsor~~with ~~for~~any antarget ~~aggregate~~business ~~purchase~~and ~~price~~in ofany ~~$25,000,~~sector or ~~approximately~~geographical ~~$0.003 per share. In November 2020~~location, ~~our~~we ~~Sponsor~~focused ~~transferred to~~ our ~~independent~~search ~~directors~~on ancompanies ~~aggregate~~operating ofin ~~150,000 founder shares at~~ the ~~same~~TMT ~~price~~and ~~originally~~fintech ~~paid~~sectors ~~for~~that ~~such~~are ~~shares.~~headquartered Inin ~~December~~Europe, ~~2020~~Israel, wethe ~~effected~~Middle aEast ~~stock~~or ~~dividend~~North ~~of 1~~America,~~437,500~~ ~~shares~~but ~~with~~remained ~~respect~~open to ~~our~~evaluating ~~Class B~~other ~~common~~potential ~~stock,~~targets ~~resulting~~that inmeet our ~~Sponsor~~identified ~~and~~business ~~directors~~combination ~~holding an aggregate of 8,625,000 founder shares~~criteria.

~~Form S-1~~We believe that this combination of relationships, experience and expertise puts us in a strong position to source an attractive target and complete an initial business combination and makes us a preferred partner for potential business combination targets.

~~333-251058~~In September 2020, we issued 7,187,500 founder shares to our sponsor for an aggregate purchase price of $25,000, or approximately $0.003 per share. In November 2020, our sponsor transferred to our independent directors an aggregate of 150,000 founder shares at the same price originally paid for such shares. In December 2020, we effected a stock dividend of 1,437,500 shares with respect to our Class B common stock, resulting in our initial stockholders holding an aggregate of 8,625,000 founder shares.

The registration statements on Form S-1 (File Nos. 333-251058 and 333-251448) for our initial public offering were declared effective by the Securities and Exchange Commission (the “SEC”) on December 17, 2020. On December 22, 2020, we consummated our initial public offering of 34,500,000 units, including the issuance of 4,500,000 units as a result of the underwriters’ full exercise of their over-allotment option, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share. The units in our initial public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $345,000,000.

~~one~~Simultaneously with the consummation of our initial public offering and the full over-~~half~~allotment option, we consummated the private placement of an aggregate of 8,900,000 private placement warrants to our sponsor at a price of $1.00 per private placement warrant, generating total gross proceeds of $8,900,000 (the “private placement”).

~~Simultaneously~~A ~~with~~total ~~the~~of ~~consummation~~$345,000,000 of(or $10.00 per unit sold in our initial public offering) ~~and~~of the ~~full~~net ~~over-allotment~~proceeds ~~option,~~from weour ~~consummated~~initial public offering and the private placement ofwas anplaced ~~aggregate~~in a trust account established for the benefit of 8our public shareholders (the “trust account”),~~900~~ with Continental Stock Transfer & Trust Company acting as trustee,~~000~~ ~~private~~and ~~placement~~has ~~warrants~~been toinvested ~~our~~only ~~Sponsor~~in atU.S. a“government ~~price~~securities” within the meaning of ~~$1.00~~Section 2(a)(16) ~~per~~of ~~private~~the ~~placement~~Investment ~~warrant~~Company Act of 1940, ~~generating~~as ~~total~~amended ~~gross~~(the ~~proceeds~~“Investment Company Act”), having a maturity of $8185 days or less,~~900~~ or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations,~~000~~ until the earlier of: (i) the ~~“private~~completion ~~placement”~~of our initial business combination within the required time period and (ii) the distribution of the trust account, as described below, except that interest earned on the trust account can be released to pay our taxes payable and for dissolution expenses up to $100,000, as applicable.

~~Rule~~Our units began trading on December ~~2a-7~~18, 2020 on the New York Stock Exchange (the “NYSE”) under the symbol “GFX.U.” Commencing on February 8, 2021, the shares of Class A common stock and warrants comprising the units began separate trading on the NYSE under the symbols “GFX” and “GFX WS,” respectively. Those units not separated continue to trade on the NYSE under the symbol “GFX.U.”

~~Our~~On ~~units~~December 20, ~~began~~2022, ~~trading~~we onheld ~~December 18,~~a ~~2020~~special onmeeting ~~the~~in ~~New~~lieu ~~York~~of ~~Stock~~our ~~Exchange~~2022 annual meeting of stockholders (the “~~NYSE~~special meeting”) ~~under~~at ~~the~~which ~~symbol~~our stockholders approved an amendment to our amended and restated certificate of incorporation (the “~~GFX.U.~~Charter Amendment”) ~~Commencing~~and onan ~~February 8,~~amendment ~~2021,~~to the ~~shares~~Investment Management Trust Agreement, dated as of ~~Class~~December A17, ~~common~~2020 ~~stock~~(the “trust agreement”), by and ~~warrants~~between ~~comprising~~us and Continental Stock Transfer & Trust Company, (the ~~units~~“Trust ~~began~~Amendment”). ~~separate~~The ~~trading~~Charter onAmendment and the ~~NYSE~~Trust ~~under~~Amendment extend the ~~symbols~~date ~~“GFX”~~by ~~and~~which we must consummate our initial business combination (the “~~GFX~~Extension”) WSfrom December 22,” ~~respectively.~~2022 ~~Those~~to ~~units~~June 22, ~~not~~2023, ~~separated~~or ~~continue~~such toearlier ~~trade~~date onas determined by the ~~NYSE~~our ~~under~~board ~~the~~of ~~symbol~~directors (such later date, the “~~GFX.U.~~Extended Date”).

In connection with the stockholder vote to approve the Extension, the holders of 30,291,421 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.11 per share, for an aggregate redemption amount of approximately $306.3 million, leaving approximately $42.6 million in the trust account, immediately following the redemptions. In connection with the Charter Amendment, we entered into a commitment agreement with two stockholders, pursuant to which the stockholders agreed to not redeem an aggregate of 230,000 public shares in connection with the extension vote, in exchange for our sponsor’s commitment to transfer an aggregate of 115,000 founder shares (the “Transfer Shares”) to such stockholders following the closing of the Proposed Business ~~Strategy~~Combination, within 10 days after the expiration of the earliest lockup applicable to the founder shares.

~~Our~~Proposed ~~business~~Business ~~strategy~~Combination is to identify and complete our initial business combination with a company that can benefit from: (i) the global capital markets and operating experience of our management team and strategic advisory group, (ii) additional capital to achieve its growth strategy and (iii) access to public securities markets.

~~Our~~Business ~~management~~Combination ~~team~~Agreement ~~has access to a wide range of companies operating in TMT and fintech sectors that are headquartered in Europe, Israel, the Middle East or North America.~~

~~Our~~On ~~executive~~December 6, ~~officers’~~2022, ~~combined~~we ~~experience~~entered ~~includes~~into ~~over~~a ~~100~~business ~~years~~combination agreement (as amended, the “Business Combination Agreement”) with MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of ~~investment~~Turkey ~~banking~~(“MNG”), ~~private~~Merlin ~~equity~~HoldCo, LLC, a Delaware limited liability company and ~~executive~~a ~~management~~direct, ~~experience~~wholly-owned subsidiary of MNG (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and ~~over~~a ~~440~~direct, wholly-owned subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“FinCo”), and Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (“Merger Sub”). If the Business Combination Agreement and the transactions contemplated thereby are adopted and approved by our stockholders, and the Business Combination is subsequently completed, Merger Sub will merge with anand ~~aggregate~~into ~~value~~the Company (the “Merger”), with the Company continuing as the surviving company after the Merger, as a result of ~~over~~which ~~$550 billion~~the ~~globally.~~Company ~~Our~~will ~~management~~become ~~team’s~~an ~~network~~indirect, ~~has~~wholly-owned ~~been~~subsidiary ~~developed~~of ~~through~~MNG ~~its:~~(the “Business Combination”).

•The ~~experience~~transaction, inwhich ~~sourcing,~~we ~~structuring,~~refer ~~acquiring,~~to ~~operating,~~as ~~developing~~the Proposed Business Combination, ~~growing~~is subject to customary conditions of the respective parties, ~~financing~~including ~~and~~the ~~selling~~approval ~~businesses;~~of the business combination by our stockholders.

•Sponsor ~~relationships~~Support ~~with~~Agreement ~~business owners, financing providers and target management teams; and~~

•Concurrently ~~extensive~~with ~~experience~~the inexecution ~~both~~and ~~investing~~delivery of the Business Combination Agreement we, the Sponsor, MNG and additional holders of founder shares (collectively, the “Sponsor Persons”) entered into a sponsor support agreement (as amended, the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor Persons agreed to (a) support and vote their founder shares in favor of the Business Combination Agreement and ~~operating~~the ~~businesses~~other ~~across~~transaction agreements to which the Company is or will be a ~~wide~~party ~~range~~and the Business Combination; (b) subject their founder shares to certain transfer restrictions; and (c) after the Effective Time, for as long as the Sponsor (or a permitted transferee of ~~sectors~~Sponsor) holds MNG Warrants, any exercise by Sponsor (or a Permitted Transferee of the Sponsor) of such MNG Warrants will only be done on a cash (and not a cashless) basis.

~~Our~~Registration ~~management~~Rights ~~team leverages these capabilities, networks~~ and ~~expertise~~Lock-Up ~~together~~Agreement ~~with those of our strategic advisory group.~~

WeConcurrently ~~have~~with ~~chosen~~the ~~our~~execution ~~independent~~and ~~board~~delivery ~~members~~of the Business Combination Agreement, MNG, the Sponsor and ~~established~~the other parties thereto (together with the Sponsor, the “Holders”) entered into a ~~strategic~~registration ~~advisory~~rights ~~group~~and ~~for~~lock-up agreement (as amended, the ~~purposes~~“Registration Rights and Lock-Up Agreement”), pursuant to which MNG agreed, among other things, to file a registration statement to register the resale of ~~assisting~~certain ~~our~~securities ~~executive~~of ~~officers~~MNG ~~with~~held ~~sourcing~~by the Holders and ~~evaluating~~to ~~business~~provide ~~combination~~the ~~opportunities~~parties thereto customary demand, shelf and ~~developing~~piggy-back ~~plans~~rights on secondary offerings, subject to customary cut-back provisions and ~~strategies~~coordinated offerings. MNG Ordinary Shares or MNG ADSs beneficially owned or owned of record by the holders are subject to ~~optimize~~lock-up ~~any~~provisions ~~business~~as ~~that~~set weforth ~~acquire~~in the Registration Rights and Lock-Up Agreement.

~~Our~~Shareholders ~~independent~~Statement board members have extensive sector and geographic expertise, operating experience, access to proprietary deal flow, strong relationships with business leaders and entrepreneurs and the ability to source an attractive target and assist us in implementing our business combination strategy. They have held senior leadership positions with companies where they have a proven strong track record of creating shareholder value, organically and through transformational acquisitions or corporate restructurings, as well as extensive relationships with owners and operators of companies within their respective industries.

~~Our~~Concurrently ~~strategic~~with ~~advisory~~the ~~group~~execution ~~consists~~and delivery of ~~individuals~~the ~~who~~Business ~~have~~Combination ~~complementary~~Agreement, ~~sourcing~~the MNG Shareholders executed the MNG Shareholders Statement, pursuant to which, among other things, the MNG Shareholders agreed to support and ~~operational~~vote ~~expertise~~their inMNG ~~our~~Ordinary ~~sectors~~Shares in favor of ~~focus.~~the ~~Specifically,~~proposals ~~they~~that ~~have~~the ~~experience~~MNG Shareholders shall be required to approve in: connection with the Business Combination.

•On ~~operating~~February 14, ~~companies~~2023, ~~devising~~each ~~and~~of ~~implementing~~the ~~strategies~~Business ~~and~~Combination ~~identifying~~Agreement, ~~monitoring~~Registration Rights and Lock-Up Agreement ~~recruiting~~and ~~world-class~~Sponsor ~~talent;~~Support Agreement were amended to, among other things, reflect that at the effective time of the Merger, holders of outstanding warrants to purchase shares of Class A common stock would receive warrants to purchase MNG ordinary shares (represented by MNG’s American depositary shares) instead of receiving MNG warrants in the form of MNG’s American depositary warrants, as previously provided.

•The ~~developing~~Proposed Business Combination, the Business Combination Agreement, the Sponsor Support Agreement, the Registration Rights and ~~growing~~Lock-Up ~~companies~~Agreement ~~organically~~and bythe ~~expanding~~Shareholders ~~their~~Statement ~~product~~are ~~range~~more fully described in Note 1 to the financial statements included in Item 8 of this Annual Report. A copy of each of the foregoing agreements was included as an exhibit to the Current Report on Form 8-K filed with the SEC on December 12, 2022 and ~~geographic~~are ~~footprint;~~also filed as exhibits to this Annual Report. A copy of each of the amendments to the Business Combination Agreement, the Sponsor Support Agreement and the Registration Rights and Lock-Up Agreement was included as an exhibit to the Current Report on Form 8-K filed with the SEC on February 21, 2023 and are also filed as exhibits to this Annual Report.

•4 ~~acquiring companies, leading transformational transactions or corporate restructurings and managing corporate integration with success;~~

•Table investingof in equity and fixed income assets in both public and private markets across various sectors, jurisdictions and economic cycles; andContents

•Unless ~~developing~~specifically stated, this Annual Report does not give effect to the Proposed Business Combination and ~~maintaining~~does ~~extensive~~not ~~relationships~~contain the risks associated with ~~owners~~the Proposed Business Combination. Such risks and ~~operators~~effects ofrelating ~~companies,~~to asthe ~~well~~Proposed asBusiness ~~with~~Combination will be included in our preliminary prospectus/proxy statement to be included in a ~~wide~~Registration ~~range~~Statement ofon ~~financial~~Form ~~and~~F-4 ~~legal~~that ~~advisers~~MNG will file with the SEC relating to the Proposed Business Combination.

~~Our~~Business ~~strategic~~Strategy ~~advisory group currently includes:~~

•Our ~~Francois~~business ~~Barrault,~~strategy ~~Chairman~~is &to ~~Founder,~~identify ~~FDB~~and ~~Partners;~~complete ~~formerly~~our ~~CEO,~~initial BTbusiness ~~Global~~combination ~~Services;~~with ~~President,~~a BTcompany ~~International;~~that ~~President~~can &benefit ~~CEO,~~from: ~~Lucent~~(i) the ~~EMEA;~~global ~~CEO,~~capital ~~Lucent~~markets ~~Mobile~~and ~~International;~~operating ~~Founder~~experience of our management team and strategic advisory group, ~~DigiWorld~~(ii) additional ~~Summit;~~capital to achieve its growth strategy and (iii) access to public securities markets.

4Our management team has access to a wide range of companies operating in TMT and fintech sectors that are headquartered in Europe, Israel, the Middle East or North America.

~~Table~~Our executive officers’ combined experience includes over 100 years of ~~Contents~~investment banking, private equity and executive management experience and over 440 transactions with an aggregate value of over $550 billion globally. Our management team’s network has been developed through its:

• ~~Joseph~~experience ~~Berardino~~in sourcing, ~~Managing~~structuring, ~~Director~~acquiring, ~~Alvarez~~operating, &developing, ~~Marsal; formerly Partner~~growing, ~~Arthur~~financing ~~Andersen;~~and ~~CEO,~~selling ~~Andersen~~businesses;

• ~~Matthew~~relationships ~~Bronfman,~~with ~~Chairman~~business ~~& CEO~~owners, ~~BHB~~financing ~~Holdings;~~providers ~~Chairman,~~and ~~Lincoln~~target ~~Avenue~~management ~~Capital~~teams; ~~formerly Chairman, Bronfman Rothschild; Partner, ACI Capital;~~and

• ~~David~~extensive ~~Gardner,~~experience ~~OBE,~~in ~~Co-founder~~both ~~and~~investing ~~General~~in ~~Partner~~and ofoperating ~~London~~businesses ~~Venture~~across ~~Partners;~~a ~~formerly~~wide ~~CEO~~range of ~~Atari; Executive Vice President of Electronic Arts; Board of Directors of Embracer Group and Double Loop Games;~~sectors.

•Our ~~Arjun~~management ~~Gupta,~~team ~~founder~~leverages ~~and~~these ~~managing partner of TeleSoft Partners; Chairman~~capabilities, ~~Nexant~~networks ~~Inc.;~~and ~~Chairman,~~expertise ~~Calient~~together ~~Technologies~~with ~~Inc.;~~those ~~Board~~ of ~~Directors~~our ofstrategic ~~Larsen~~advisory &group. ~~Toubro Infotech Ltd; Board of Directors of L&T Technology Services Limited;~~

•We ~~Travis~~have ~~Katz,~~chosen ~~CEO,~~our ~~BrightDrop;~~independent ~~formerly~~board ~~Entrepreneur-in-Residence,~~members ~~Redpoint~~and ~~Ventures;~~established ~~Vice~~a ~~President~~strategic advisory group for the purposes of ~~Products,~~assisting ~~Skyscanner;~~our ~~Co-Founder~~executive &officers ~~CEO,~~with ~~Trip.com;~~sourcing ~~Co-Founder,~~and ~~Fox~~evaluating ~~Interactive~~business ~~Media;~~combination opportunities and developing plans and strategies to optimize any business that we acquire.

•Our ~~Gerrit~~independent ~~Meier~~board members have extensive sector and geographic expertise, ~~CEO~~operating experience, ~~foodspring;~~access ~~formerly~~to ~~Global~~proprietary ~~CEO~~deal flow, ~~Red~~strong ~~Bull~~relationships ~~Media~~with ~~Network;~~business ~~Managing~~leaders ~~Director~~and entrepreneurs and the ability to source an attractive target and assist us in implementing our business combination strategy. They have held senior leadership positions with companies where they have a proven strong track record of creating shareholder value, ~~Red~~organically ~~Bull~~and ~~Media~~through ~~House;~~transformational ~~President~~acquisitions or corporate restructurings, ~~International~~as ~~WWE;~~well ~~Global~~as ~~General~~extensive ~~Manager~~relationships ~~for~~with ~~Distribution~~owners and ~~Partnerships,~~operators ~~Spotify;~~of ~~COO,~~companies ~~iHeartMedia’s~~within ~~Digital~~their ~~Division;~~respective industries.

•Our ~~Tom~~strategic ~~Mockridge,~~advisory ~~former~~group ~~CEO,~~consists ~~Virgin~~of ~~Media;~~individuals ~~Deputy~~who ~~Chairman,~~have ~~BSkyB;~~complementary ~~CEO,~~sourcing ~~News~~and ~~Corp~~operational UKexpertise &in ~~Ireland;~~our ~~CEO,~~sectors ~~European~~of TVfocus. ~~News Corp; CEO~~Specifically, ~~Sky~~they ~~Italia;~~have ~~Chairman,~~experience ~~Star~~in: ~~TV;~~

• ~~Lionel~~operating ~~de Saint-Exupéry~~companies, ~~Executive~~devising ~~Board Member~~ and ~~Chairman~~implementing ofstrategies ~~the~~and ~~Strategic Committee~~identifying, ~~China~~monitoring ~~Development~~and ~~Financial~~recruiting ~~Holdings;~~world-class ~~CEO & Chairman, Investment Committee of CDIB Capital~~talent; ~~and~~

• ~~Kenneth~~developing I.and ~~Tuchman,~~growing ~~former~~companies ~~Vice-Chairman,~~organically ~~Bank~~by ofexpanding ~~Montreal;~~their ~~Vice-Chairman,~~product ~~Bank~~range ofand ~~America~~geographic ~~Merrill Lynch~~footprint; ~~Co-Head Global M&A, Lehman Brothers; Chairman, Global Americas, Dresdner Kleinwort Wasserstein.~~

~~day-to-day~~• acquiring companies, leading transformational transactions or corporate restructurings and managing corporate integration with success;

~~out-of-pocket~~• investing in equity and fixed income assets in both public and private markets across various sectors, jurisdictions and economic cycles; and

To• ~~align~~developing ~~the~~and ~~incentives~~maintaining ofextensive ~~members~~relationships ~~of the strategic advisory group~~ with ~~our~~owners ~~stockholders,~~and aoperators ~~majority~~ of ~~the~~companies, ~~members~~as ofwell ~~the~~as ~~strategic~~with ~~advisory group have invested in our Sponsor and are eligible to share in~~ a ~~portion~~wide range of ~~the~~financial ~~appreciation in founder shares~~ and ~~private~~legal ~~placement warrants, provided that we successfully complete a business combination~~advisers.

WeOur ~~believe that the combination of our management team and~~ strategic advisory group iscurrently anincludes: innovative approach to identifying potential high quality business combination targets and aligns incentives with our stockholders, providing us with distinctive and differentiated capabilities to create stockholder value.

~~buy-outs~~• Francois Barrault, Chairman & Founder, FDB Partners; formerly CEO, BT Global Services; President, BT International; President & CEO, Lucent EMEA; CEO, Lucent Mobile International; Founder, DigiWorld Summit;

In• ~~addition~~Joseph Berardino, ~~target~~Managing ~~business candidates may be brought to our attention from various unaffiliated sources~~Director, ~~including~~Alvarez ~~investment~~& ~~market~~Marsal; ~~participants,~~formerly ~~private equity groups~~Partner, ~~investment~~Arthur ~~banking~~Andersen; ~~firms~~CEO, ~~consultants, accounting firms and large business enterprises.~~ Andersen

We• ~~have~~Matthew ~~strong~~Bronfman, ~~relationships~~Chairman on& ~~both~~CEO, ~~sides~~BHB ofHoldings; ~~the~~Chairman, ~~Atlantic~~Lincoln ~~and~~Avenue ~~believe~~Capital; ~~that~~formerly ~~the~~Chairman, ~~networks~~Bronfman ~~and~~Rothschild; ~~experience of our management team and strategic advisory group provide us with specific competitive advantages over other blank check companies in sourcing attractive targets based in Europe~~Partner, ~~Israel~~ACI ~~or the Middle East. We believe that these regions provide a compelling market opportunity for the following reasons:~~ Capital;

• ~~Attractive~~David ~~valuation:~~Gardner, ~~stocks~~OBE, inCo-founder ~~these~~and ~~markets~~General ~~tend~~Partner toof ~~trade~~London atVenture ~~lower~~Partners; ~~valuations,~~formerly ~~enhancing~~CEO ~~the~~of ~~multiple~~Atari; ~~arbitrage~~Executive ~~available~~Vice byPresident ~~listing~~of ~~the~~Electronic ~~target~~Arts; inBoard ~~the~~of ~~U.S.~~Directors of Embracer Group and Double Loop Games;

• ~~Underpenetrated:~~Arjun ~~equity markets in Europe~~Gupta, ~~Israel~~founder and ~~the~~managing ~~Middle~~partner ~~East are comparatively more thinly capitalized relative to the U.S. in terms~~ of ~~GDP,~~TeleSoft ~~suggesting a large number of high-quality private companies that could benefit from going public~~Partners; ~~furthermore~~Chairman, ~~there~~Nexant ~~have been comparatively few business combinations between U~~Inc.~~S.-listed~~; ~~blank check companies and targets located in Europe~~Chairman, ~~Israel~~Calient ~~and~~Technologies ~~the~~Inc.; ~~Middle~~Board ~~East~~of –Directors ~~just~~of ~~18,~~Larsen ~~compared~~& toToubro ~~110~~Infotech ~~with~~Ltd; ~~U.S.~~Board ~~targets,~~of ~~from~~Directors ~~January~~of 1,L&T ~~2019~~Technology toServices ~~November 30, 2021~~Limited;

• ~~Underrepresented:~~Travis ~~Europe~~Katz, isCEO, ~~second~~BrightDrop; ~~only~~formerly toEntrepreneur-in-Residence, ~~China~~Redpoint asVentures; anVice ~~exporter~~President of ~~goods~~Products, ~~and~~Skyscanner; ~~services~~Co-Founder to& ~~the U.S.~~CEO, ~~reflecting substantial economic output and a nexus to the U~~Trip.S.com; Co-Founder, ~~whereas~~Fox ~~relatively~~Interactive ~~few European companies have completed initial public offerings in the U.S.~~Media;

• ~~Our~~Gerrit ~~knowledge~~Meier, ~~and~~CEO, ~~experience:~~foodspring; ~~our~~formerly ~~executive~~Global ~~officers~~CEO, ~~board~~Red ofBull ~~directors~~Media ~~and~~Network; ~~strategic~~Managing ~~advisory~~Director, ~~group~~Red ~~have~~Bull ~~substantial~~Media ~~experience~~House; inPresident, ~~and~~International ~~relationships~~WWE; ~~with,~~Global ~~the~~General ~~most~~Manager ~~senior~~for ~~decision~~Distribution ~~makers~~and ~~across~~Partnerships, ~~these~~Spotify; ~~regions~~COO, ~~which~~iHeartMedia’s weDigital ~~believe gives us substantially greater access to opportunities~~Division;

• ~~Access~~Tom toMockridge, ~~family~~former orCEO, ~~founder~~Virgin ~~owned~~Media; ~~businesses:~~Deputy weChairman, ~~have~~BSkyB; ~~strong ties with prominent families (particularly~~CEO, ~~but~~News ~~not~~Corp ~~exclusively,~~UK ~~based~~& inIreland; ~~Europe~~CEO, ~~Israel~~European ~~and~~TV ~~the~~News ~~Middle~~Corp; ~~East)~~CEO, ~~and~~Sky ~~have~~Italia; ~~a history of working constructively and collaboratively with family and founder-owned businesses~~Chairman, ~~which~~Star ~~is a point of differentiation in negotiating a business combination with these companies.~~TV;

• ~~Technology~~Lionel ~~and~~de ~~innovation:~~Saint-Exupéry, ~~these~~Executive ~~regions~~Board ~~have~~Member ~~emerged~~and asChairman ~~technology hubs in their own right, outside~~ of ~~Silicon Valley; for instance, at~~ the ~~time~~Strategic ~~of our initial public offering~~Committee, ~~there~~China ~~were~~Development ~~over~~Financial 60Holdings; ~~“unicorns”~~CEO –& ~~private companies valued at $1 billion or more – based in Europe~~Chairman, ~~Israel~~Investment ~~and~~Committee ~~the~~of ~~Middle~~CDIB ~~East~~Capital; and

• USKenneth ~~stock~~I. ~~exchanges’~~Tuchman, ~~increasing~~former ~~attractiveness:~~Vice-Chairman, atBank ~~the time~~ of ~~our~~Montreal; ~~initial public offering~~Vice-Chairman, ~~over~~Bank ~~200~~of ~~companies~~America ~~from~~Merrill ~~Europe,~~Lynch; ~~Israel~~Co-Head ~~and~~Global ~~the~~M&A, ~~Middle~~Lehman ~~East~~Brothers; ~~had~~Chairman, ~~their~~Global ~~primary listings on NYSE or Nasdaq~~Americas, ~~compared~~Dresdner toKleinwort ~~fewer than 20 in 2010; and~~Wasserstein.

•We ~~Limited~~may ~~competition:~~add ~~our~~additional ~~on-~~members to the~~-ground~~ ~~presence~~strategic inadvisory ~~Europe~~group asfrom ~~well~~time asto ~~well~~time. asUnlike our ~~knowledge~~management ofteam, ~~relationships~~members ~~in,~~of our strategic advisory group are not responsible for managing our day-to-day affairs and ~~experience~~have ~~investing~~no authority to engage in, ~~Europe,~~substantive ~~Israel~~discussions ~~and~~with ~~the~~business ~~Middle~~combination ~~East~~targets on our behalf. Members of our strategic advisory group are ~~key~~not ~~differentiators~~paid, ~~for~~but usmay asbe ~~compared~~reimbursed tofor ~~other~~any ~~blank~~out-of-pocket ~~check~~expenses ~~companies~~incurred by them, in connection with the ~~vast~~search ~~majority~~for ofbusiness ~~which~~combination wetargets ~~believe~~before ~~are~~or ~~seeking~~after the consummation of our initial business ~~combinations~~combination. ~~exclusively~~We inhave not currently entered into any formal arrangements or agreements with the Umembers of our strategic advisory group to provide services to us and they have no fiduciary obligations to present business opportunities to us.S.

~~Business~~To ~~Combination~~align ~~Criteria~~the incentives of members of the strategic advisory group with our stockholders, a majority of the members of the strategic advisory group have invested in our sponsor and are eligible to share in a portion of the appreciation in founder shares and private placement warrants, provided that we successfully complete a business combination.

~~Consistent~~We ~~with~~believe ~~our~~that ~~business~~the ~~strategy,~~combination weof ~~have~~our ~~identified~~management ~~the~~team ~~following general criteria~~ and ~~guidelines~~strategic ~~that~~advisory wegroup ~~believe~~is ~~are~~an ~~important~~innovative inapproach ~~evaluating~~to ~~prospective~~identifying ~~target~~potential ~~businesses.~~high Wequality ~~have used these criteria and guidelines in evaluating~~ business combination ~~opportunities,~~targets ~~although~~and wealigns ~~may~~incentives ~~decide~~with ~~to enter into~~ our ~~initial~~stockholders, ~~business~~providing ~~combination~~us with adistinctive ~~target~~and ~~business~~differentiated ~~that~~capabilities ~~does~~to ~~not~~create ~~meet~~stockholder ~~these criteria and guidelines~~value.

We ~~view~~also ~~ourselves~~have access to the advisory and other resources and strategic capabilities of Full Circle Capital, which we believe gives us a competitive advantage in our acquisition strategy and our ability to identify and implement value creation initiatives. Full Circle Capital was founded by Makram Azar in 2019 as ~~rigorous~~a private investment and advisory group that provides financial and strategic advice to key partners and select clients within its network, ~~disciplined~~leveraging its global reach and ~~valuation~~experience across a broad range of sectors and geographies, to source direct principal investment opportunities across the spectrum of private equity, including venture and buy-~~centric~~outs, ~~investors~~in the UK, continental Europe, North America and the Middle East, with aan ~~keen~~emphasis ~~understanding~~on ofcross-sector ~~market~~tech, ~~value~~media, ~~upside~~telecom, consumer and ~~potential~~impact ~~downside~~and ~~risks~~sustainability.

6In addition, target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.

~~Table~~We have strong relationships on both sides of ~~Contents~~the Atlantic and believe that the networks and experience of our management team and strategic advisory group provide us with specific competitive advantages over other blank check companies in sourcing attractive targets based in Europe, Israel or the Middle East. We believe that these regions provide a compelling market opportunity for the following reasons:

• ~~Business~~Attractive ~~with~~valuation: ~~significant~~stocks ~~revenue~~in ~~and~~these ~~earnings~~markets ~~growth~~tend ~~potential. We seek~~ to ~~acquire~~trade ~~one~~at orlower ~~more~~valuations, ~~businesses~~enhancing ~~that~~the ~~we believe will have~~ multiple ~~organic~~arbitrage ~~and~~available ~~M&A-driven~~by ~~growth~~listing ~~opportunities~~the ~~over~~target ~~time and are well positioned to take advantage of secular, macroeconomic and credit trends, endure economic downturns, changes~~ in the ~~industry landscape and respond to evolving customer, supplier and competitor preferences~~U. ~~We search for attractive, growth-oriented businesses that exhibit sound, underlying fundamentals as well as demonstrated revenue growth and an existing or a clear path to attractive profitability~~S. ~~This includes such potential targets that are currently, or have the potential to be, category leaders with long-term growth potential.~~;

•6 Targets that can benefit from our relationships and experience. While we may pursue an initial business combination opportunity in any industry or sector, we continue to capitalize on our management team’s domain expertise acquired through decades of strategic deal-making in our targeted sectors. We believe our management team’s deep network of senior management, owners of businesses, board relationships and sophisticated private and public market investors give us a number of competitive advantages and present us with a substantial number of potential business combination targets. Our management team will leverage the broad spectrum of skills and expertise of our strategic advisory group, all of whom have extensive deal making, management and operational experience. We believe our team represents an exceptionally attractive combination of investing, capital markets, and operational experience that potential combination candidates will find highly desirable and complementary to their growth plans and will have the potential to substantially enhance shareholder value.

•Table Companies with potential to benefit from the fourth industrial revolution. We seek to acquire one or more businesses which currently, or have the potential to, benefit from digital disruption positioning them to disintermediate or disrupt in their industry vertical, driven by the exponential increase in data generation, advances in artificial intelligence and robotics, rising processing power and/or ubiquitous global connectivity through smartphones, among other technologies. The technological impact of COVID-19 has been to accelerate trends that were already underway before the pandemic arose, including in the areas of remote working and learning, migration to cloud computing and productivity, mobile and interactive entertainment and transition from brick-and-mortar businesses to e-commerce. We believe that these trends are generating a significant market opportunity across our areas of focus in TMT and fintech.Contents

• ~~Businesses~~Underpenetrated: ~~with~~equity amarkets ~~strong transatlantic nexus. We have initially focused on companies~~ in Europe, Israel and the Middle East ~~whose~~are ~~current~~comparatively ormore ~~future~~thinly ~~businesses~~capitalized ~~have~~relative ~~a nexus~~ to the ~~United States. These companies would benefit from having access to the deep public capital markets in the~~ U.S. ~~associated~~in ~~with~~terms aof ~~listing~~GDP, onsuggesting ~~the~~a ~~NYSE~~large ~~and~~number ~~access~~of tohigh-quality ~~capital~~private tocompanies ~~pursue~~that ~~accretive~~could ~~acquisitions,~~benefit ~~fund~~from ~~capital~~going ~~projects~~public; furthermore, ~~pursue~~there ~~their~~have ~~growth~~been ~~strategies~~comparatively ~~and/or~~few ~~strengthen~~business ~~their~~combinations ~~balances~~between ~~sheets~~U.S.-listed Atblank ~~the~~check ~~same time, we believe we are an attractive partner for those~~ companies ~~headquartered in North America seeking access~~ and ~~growth~~targets located in Europe, Israel and the Middle East as– wejust ~~leverage~~18, ~~our~~compared ~~relationships~~to 110 with ~~corporate~~U.S. ~~customers~~targets, ~~and~~from ~~business~~January ~~partners~~1, 2019 to ~~help~~November ~~expand~~30, ~~their geographical footprint.~~2020;

~~divest non-core assets~~• Underrepresented: Europe is second only to China as an exporter of goods and services to the U.S., reflecting substantial economic output and a nexus to the U.S., whereas relatively few European companies have completed initial public offerings in the U.S.;

~~Initial~~• ~~Business~~Our ~~Combination~~knowledge and experience: our executive officers, board of directors and strategic advisory group have substantial experience in, and relationships with, the most senior decision makers across these regions, which we believe gives us substantially greater access to opportunities;

~~Pursuant~~• Access to ~~the~~family ~~NYSE listing rules, our initial business combination must occur with one~~ or ~~more~~founder ~~target~~owned businesses: ~~that~~we ~~together~~ have anstrong ~~aggregate~~ties ~~fair~~with ~~market~~prominent ~~value~~families of(particularly, atbut ~~least~~not ~~80%~~exclusively, ofbased ~~the assets held~~ in ~~the~~Europe, ~~trust~~Israel ~~account~~and ~~(excluding~~ the ~~deferred~~Middle ~~underwriting~~East) ~~commissions~~ and ~~taxes~~have ~~payable~~a onhistory ~~the~~of ~~income~~working ~~earned~~constructively onand ~~the~~collaboratively ~~trust~~with ~~account)~~family atand ~~the~~founder-owned ~~time~~businesses, ofwhich ~~the~~is ~~agreement~~a topoint ~~enter~~of ~~into~~differentiation ~~the~~in ~~initial~~negotiating a business combination. Ifwith ~~our~~these ~~board is not able to independently~~ companies.

7• Technology and innovation: these regions have emerged as technology hubs in their own right, outside of Silicon Valley; for instance, at the time of our initial public offering, there were over 60 “unicorns” – private companies valued at $1 billion or more – based in Europe, Israel and the Middle East;

~~Table~~• US stock exchanges’ increasing attractiveness: at the time of ~~Contents~~our initial public offering, over 200 companies from Europe, Israel and the Middle East had their primary listings on NYSE or Nasdaq, compared to fewer than 20 in 2010; and

~~determine~~• ~~the~~Limited ~~fair~~competition: ~~market~~our ~~value~~on-the-ground ofpresence ~~the~~in ~~target~~Europe ~~business~~as orwell ~~businesses,~~as wewell ~~will~~as ~~obtain~~our anknowledge ~~opinion~~of, ~~from~~relationships anin, ~~independent~~and ~~investment~~experience ~~banking~~investing ~~firm~~in, orEurope, ~~another~~Israel ~~independent~~and ~~entity~~the ~~that~~Middle ~~commonly~~East ~~renders~~are ~~valuation~~key ~~opinions~~differentiators ~~with~~for ~~respect~~us toas ~~the~~compared ~~satisfaction~~to ofother ~~such~~blank ~~criteria.~~check ~~Additionally~~companies, ~~pursuant to~~ the ~~NYSE~~vast ~~rules, any initial business combination must be approved by a~~ majority of ~~our~~which ~~independent directors. Notwithstanding the foregoing, if~~ we believe are ~~not~~seeking ~~then~~business ~~listed~~combinations onexclusively in the ~~NYSE, these rules will not be applicable to us~~U. S.

WeBusiness ~~anticipate~~Combination ~~structuring~~Criteria our initial business combination so that the post-transaction company in which our public stockholders own or acquire 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 target management team or stockholders or for other reasons, including an Affiliated Joint Acquisition as described above. However, 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 business sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding 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 by us is what will be valued for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the 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.

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We have used these criteria and guidelines in evaluating business combination opportunities, including the Proposed Business Combination, although if the proposed business combination with MNG is not completed, we may ~~co-invest~~ decide to enter into our initial business combination with us a target business that does not meet these criteria and guidelines.

~~The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof.~~ We ~~are~~view ~~not~~ourselves ~~obligated~~as ~~to make any specified future issuance and may determine not to do so. Pursuant to the anti-dilution provisions of our Class B common stock~~rigorous, ~~any~~disciplined ~~such specified future issuance would result in an adjustment to the conversion ratio such that our initial stockholders~~ and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all shares of common stock outstanding upon completion of our initial public offering plus all shares issued in the specified future issuance (excluding any shares or equityvaluation-~~linked securities~~centric ~~issued or issuable to any seller in the initial business combination)~~investors, ~~unless the holders of a majority of the then-outstanding shares of Class B common stock agreed to waive such adjustment~~ with ~~respect to the specified future issuance at the time thereof. We cannot determine at this time whether~~ a ~~majority~~keen ofunderstanding ~~the holders~~ of ~~our~~market ~~Class B common stock at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. If such adjustment is not waived~~value, ~~the~~upside ~~specified~~and ~~future~~potential ~~issuance~~downside ~~would not reduce the percentage ownership of holders of our Class B common stock, but would reduce the percentage ownership of our public stockholders~~risks. ~~If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our common stock.~~

~~Our~~• ~~Acquisition~~Business ~~Process~~with significant revenue and earnings growth potential. We seek to acquire one or more businesses that we believe will have multiple organic and M&A-driven growth opportunities over time and are well positioned to take advantage of secular, macroeconomic and credit trends, endure economic downturns, changes in the industry landscape and respond to evolving customer, supplier and competitor preferences. We search for attractive, growth-oriented businesses that exhibit sound, underlying fundamentals as well as demonstrated revenue growth and an existing or a clear path to attractive profitability. This includes such potential targets that are currently, or have the potential to be, category leaders with long-term growth potential.

~~prospective target~~• Targets that can benefit from our relationships and experience. While we may pursue an initial business combination opportunity in any industry or sector, we capitalize on our management team’s ~~end~~ domain expertise acquired through decades of strategic deal-~~market~~making in our targeted sectors. We believe our management team’s deep network of senior management, owners of businesses, board relationships and sophisticated private and public market investors give us a number of competitive ~~landscape~~ advantages and present us with a substantial number of potential business combination targets. Our management team will leverage the broad spectrum of skills and expertise of our strategic advisory group, all of whom have extensive deal making, management and operational experience. We believe our team represents an exceptionally attractive combination of investing, capital markets, and operational experience that potential combination candidates will find highly desirable and complementary to their growth plans and will have the potential to substantially enhance shareholder value.

8• Companies with potential to benefit from the fourth industrial revolution. We seek to acquire one or more businesses which currently, or have the potential to, benefit from digital disruption positioning them to disintermediate or disrupt in their industry vertical, driven by the exponential increase in data generation, advances in artificial intelligence and robotics, rising processing power and/or ubiquitous global connectivity through smartphones, among other technologies. The technological impact of COVID-

~~Table~~7 ~~of Contents~~

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

~~Competition~~19 has been to accelerate trends that were already underway before the pandemic arose, including in the areas of remote working and learning, migration to cloud computing and productivity, mobile and interactive entertainment and transition from brick-and-mortar businesses to e-commerce. We believe that these trends are generating a significant market opportunity across our areas of focus in TMT and fintech.

In• ~~identifying,~~Businesses ~~evaluating~~with ~~and~~a ~~selecting~~strong atransatlantic ~~target~~nexus. ~~business~~We ~~for~~focused ~~our~~on ~~initial~~companies ~~business~~in ~~combination~~Europe, weIsrael ~~may~~and ~~encounter~~the ~~intense~~Middle ~~competition~~East ~~from~~whose ~~other~~current ~~entities~~or ~~having~~future abusinesses ~~business~~have ~~objective~~a ~~similar~~nexus to ~~ours,~~the ~~including~~United ~~other blank check companies~~States, ~~private~~but ~~equity~~remained ~~groups~~open ~~and~~to ~~leveraged~~evaluating ~~buyout~~other ~~funds,~~potential ~~public~~targets ~~companies~~that ~~and~~meet ~~operating~~our ~~businesses~~identified ~~seeking~~business ~~strategic~~combination ~~acquisitions~~criteria. ~~Many~~These ofcompanies ~~these~~would ~~entities~~benefit ~~are~~from ~~well~~having ~~established~~access ~~and~~to ~~have~~the ~~extensive~~deep ~~experience~~public ~~identifying~~capital ~~and~~markets ~~effecting~~in ~~business~~the ~~combinations directly or through affiliates~~U.S. ~~Moreover,~~associated ~~many~~with ofa ~~these~~listing ~~competitors~~on ~~possess~~the ~~greater~~NYSE ~~financial, technical, human~~ and ~~other~~access ~~resources~~to ~~than~~capital ~~us.~~to ~~Our~~pursue ~~ability~~accretive toacquisitions, ~~acquire~~fund ~~larger~~capital ~~target~~projects, ~~businesses~~pursue ~~will~~their begrowth ~~limited~~strategies byand/or ~~our~~strengthen ~~available~~their ~~financial~~balances ~~resources~~sheets. ~~This~~At ~~inherent limitation gives others an advantage in pursuing~~ the ~~acquisition~~same ~~of a target business. Furthermore~~time, ~~our~~we ~~obligation~~believe towe ~~pay~~are ~~cash~~an inattractive ~~connection~~partner ~~with~~for ~~our~~those ~~public~~companies ~~stockholders~~headquartered ~~who~~in ~~exercise~~North ~~their~~America ~~redemption~~seeking ~~rights~~access ~~may reduce the resources available to us for our initial business combination~~ and ~~our~~growth ~~outstanding~~in ~~warrants~~Europe, Israel and the ~~future~~Middle ~~dilution~~East ~~they~~as ~~potentially~~we ~~represent,~~leverage ~~may~~our ~~not~~relationships bewith ~~viewed~~corporate ~~favorably~~customers byand ~~certain~~business ~~target~~partners ~~businesses.~~to ~~Either~~help ofexpand ~~these~~their ~~factors~~geographical ~~may place us at a competitive disadvantage in successfully negotiating an initial business combination~~footprint.

~~Human~~These ~~Capital~~criteria ~~Resources~~and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that 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 stockholder communications related to our initial business combination, which would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. In addition to any potential business candidates we may identify on our own, other target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds, and large business enterprises seeking to divest non-core assets or divisions.

WeInitial ~~currently~~Business ~~have~~Combination three officers and do not intend to have any full-time employees prior to the completion of our initial business combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they have and intend to continue to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

~~Our~~Pursuant ~~Website~~to the NYSE listing rules, 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 deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Additionally, pursuant to the NYSE rules, any initial business combination must be approved by a majority of our independent directors. Notwithstanding the foregoing, if we are not then listed on the NYSE, these rules will not be applicable to us.

~~www~~We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own or acquire shares will own or acquire 100% of the equity interests or assets of the target business or businesses.~~goldenfalconcorp~~ 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 target management team or stockholders or for other reasons, including an Affiliated Joint Acquisition as described above.~~com~~ However, 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 business sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding 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 by us is what will be valued for purposes of the 80% fair market value test. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the 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.

10We may, at our option, pursue an acquisition opportunity jointly with members of our management team (or their affiliates), which we refer to as an “Affiliated Joint Acquisition.” Any members of our management team or their affiliates may co-Kinvest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by undertaking a specified future issuance to such parties.

10The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. Pursuant to the anti-Qdilution provisions of our Class B common stock, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial stockholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 20% of the sum of the total number of all shares of

8~~-K,~~

PeriodicTable Reportingof and Financial Information Contents

We common ~~have~~stock ~~registered~~outstanding upon completion of our ~~units~~initial public offering plus all shares issued in the specified future issuance (excluding any shares or equity-linked securities issued or issuable to any seller in the initial business combination), unless the holders of a majority of the then-outstanding shares of Class AB common stock ~~and~~agreed ~~warrants~~to ~~under~~waive ~~the~~such ~~Exchange~~adjustment ~~Act~~with ~~and~~respect ~~have~~to ~~reporting~~the ~~obligations,~~specified ~~including~~future issuance at the ~~requirement~~time ~~that~~thereof. weWe ~~file~~cannot ~~annual,~~determine ~~quarterly~~at ~~and~~this ~~current~~time ~~reports~~whether ~~with~~a majority of the ~~SEC.~~holders Inof ~~accordance~~our ~~with~~Class B common stock at the ~~requirements~~time of any such specified future issuance would agree to waive such adjustment to the ~~Exchange~~conversion ~~Act~~ratio. If such adjustment is not waived, ~~our~~the ~~annual~~specified ~~reports~~future ~~contain~~issuance ~~financial~~would ~~statements~~not ~~audited~~reduce ~~and~~the ~~reported~~percentage onownership byof holders of our ~~independent~~Class B ~~registered~~common stock, but would reduce the percentage ownership of our public ~~accountants~~stockholders. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our common stock.

WeOur ~~will~~Acquisition ~~provide~~Process 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 accounting principles generally accepted in the United States of America, or GAAP or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public

9We believe that conducting comprehensive due diligence on prospective investments is important. We utilize the diligence, rigor, and expertise of our management team to evaluate potential targets’ strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our initial business combination. Given our management team’s extensive investment experience, we may often be familiar with the prospective target’s end-market, competitive landscape and business model.

~~Table~~In evaluating a prospective target business, as was the case with MNG, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of ~~Contents~~customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us.

~~Company~~Competition Accounting Oversight Board (United States), or PCAOB. We cannot assure you that any particular target business selected by us as a potential acquisition candidate will have financial statements prepared in accordance with GAAP or IFRS and PCAOB standards or that the potential target business will be able to prepare its financial statements in accordance with GAAP or IFRS and PCAOB standards. To the extent that this requirement 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.

WeIn ~~were~~identifying, ~~required~~evaluating toand ~~evaluate~~selecting a target business for our ~~internal~~initial ~~control~~business ~~over~~combination, ~~financial~~we ~~reporting~~have asin ofthe ~~December 31~~past and, ~~2021~~if asthe ~~required~~proposed bybusiness ~~the~~combination ~~Sarbanes-Oxley~~with ~~Act.~~MNG ~~Only~~is not completed, may in the ~~event~~future weencounter ~~are~~intense ~~deemed~~competition tofrom beother entities having a ~~large~~business ~~accelerated~~objective ~~filer~~similar orto anours, ~~accelerated~~including ~~filer~~other blank check companies, private equity groups and noleveraged ~~longer~~buyout ~~qualify~~funds, aspublic ancompanies ~~emerging~~and ~~growth~~operating ~~company~~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, ~~will~~many weof bethese ~~required~~competitors topossess ~~comply~~greater ~~with~~financial, ~~the~~technical, ~~independent~~human ~~registered~~and ~~public~~other ~~accounting~~resources ~~firm~~than ~~attestation~~us. ~~requirements~~Our onability ~~our~~to ~~internal~~acquire ~~control~~larger ~~over~~target businesses will be limited by our available financial ~~reporting~~resources. AThis inherent limitation gives others an advantage in pursuing the acquisition of a target business. ~~may~~Furthermore, ~~not~~our beobligation to pay cash in ~~compliance~~connection with ~~the~~our ~~provisions~~public ofstockholders who exercise their redemption rights may reduce the ~~Sarbanes-Oxley~~resources ~~Act~~available ~~regarding~~to ~~adequacy~~us offor ~~their~~our ~~internal~~initial ~~controls.~~business ~~The~~combination ~~development~~and ofour outstanding warrants, and the ~~internal~~future ~~controls~~dilution ofthey ~~any~~potentially ~~such~~represent, ~~entity~~may tonot ~~achieve~~be ~~compliance~~viewed ~~with~~favorably ~~the~~by ~~Sarbanes-Oxley~~certain ~~Act~~target businesses. Either of these factors may ~~increase~~place ~~the~~us ~~time~~at ~~and~~a ~~costs~~competitive ~~necessary~~disadvantage toin ~~complete~~successfully ~~any~~negotiating ~~such~~an ~~acquisition~~initial business combination.

~~non-binding~~Human Capital Resources

~~non~~We currently have three officers, including the Chairman of our Board, and do not intend to have any full-~~affiliates~~time employees prior to the completion of our initial business combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they have and intend to continue to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

~~non-convertible~~Our Website

SOur corporate website address is www.goldenfalconcorp.com. The information contained on, or accessible through our corporate website or any other website that we may maintain is not incorporated by reference into this Annual Report. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to these reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available on our website, free of charge, as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. Alternatively, you may access these reports at the SEC’s website at www.sec.gov.

~~non-affiliates~~Periodic Reporting and Financial Information

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

109

~~ITEM 1A~~We will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business. ~~RISK~~In ~~FACTORS~~all likelihood, these financial statements will need to be prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. We cannot assure you that any particular target business selected by us as a potential acquisition candidate will have financial statements prepared in accordance with GAAP or IFRS and PCAOB standards or that the potential target business will be able to prepare its financial statements in accordance with GAAP or IFRS and PCAOB standards. To the extent that this requirement 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.

~~Summary~~We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirements on our internal control over financial reporting. A target business may not be in compliance with the provisions of ~~Risk~~the ~~Factors~~Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

AnWe ~~investment~~are inan ~~our~~“emerging ~~securities~~growth ~~involves~~company,” aas ~~high~~defined ~~degree~~in Section 2(a) of ~~risk.~~the ~~The~~Securities ~~occurrence~~Act of ~~one~~1933, as amended, or ~~more~~the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the ~~events~~“JOBS orAct”). ~~circumstances~~As ~~described~~such, inwe ~~this~~are ~~section~~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, ~~alone~~but ornot inlimited ~~combination~~to, not being required to comply with ~~other~~the ~~events~~auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or ~~circumstances~~the Sarbanes-Oxley Act, ~~may~~reduced ~~materially~~disclosure ~~adversely~~obligations ~~affect~~regarding executive compensation in our ~~business~~periodic reports and proxy statements, ~~financial~~and ~~condition~~exemptions from the requirements of holding a non-binding advisory vote on executive compensation and ~~operating~~stockholder ~~results~~approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that ~~event~~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 ~~trading~~adoption ~~price~~of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our ~~securities~~initial ~~could~~public ~~decline~~offering, ~~and~~(b) in ~~you~~which ~~could~~we ~~lose~~have ~~all~~total orannual ~~part~~gross revenue of ~~your~~at ~~investment~~least $1.235 ~~Such~~billion, ~~risks~~or ~~include~~(c) in which we are deemed to be a large accelerated filer, ~~but~~which means the market value of our shares of Class A common stock that are ~~not~~held ~~limited~~by tonon-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

•Additionally, Wewe are a ~~blank~~“smaller ~~check~~reporting company” ~~with~~as nodefined ~~operating~~in ~~history~~Item 10(f)(1) ~~and~~of noRegulation ~~revenues~~S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, ~~and~~including, ~~you~~among ~~have~~other nothings, ~~basis~~providing ononly two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which to(1) the ~~evaluate~~market value of our ~~ability~~common tostock ~~achieve~~held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our ~~business~~annual ~~objective~~revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

•10 Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.

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

• Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combinationITEM 1A. IfRISK weFACTORS seek stockholder approval of our initial business combination, our initial stockholders, officers and directors have agreed to vote their shares in favor of such initial business combination, regardless of how our public stockholders vote.

•Summary ~~The ability~~ of ~~our~~Risk ~~public~~Factors stockholders to redeem their shares for cash may make our financial condition unattractive to potential target businesses, which may make it difficult for us to enter into a business combination with a target.

•An investment in our securities involves a high degree of risk. The ~~ability~~occurrence of ~~our~~one ~~public~~or ~~stockholders~~more toof ~~exercise~~the ~~redemption~~events ~~rights~~or circumstances described in this section, alone or in combination with ~~respect~~other toevents aor ~~large~~circumstances, ~~number~~may ofmaterially adversely affect our ~~shares~~business, ~~may~~financial ~~not~~condition ~~allow~~and usoperating toresults. ~~complete~~In that event, the ~~most~~trading ~~desirable~~price ~~business~~of ~~combination~~our securities could decline, ifand atyou could lose all, or ~~optimize~~part ~~our~~of ~~capital~~your ~~structure~~investment. Such risks include, but are not limited to:

• ~~The~~We ~~requirement~~are ~~that~~a weblank ~~complete~~check ~~our~~company ~~initial~~with ~~business~~no ~~combination~~operating byhistory ~~December~~and 22no revenues, ~~2022 may give potential target businesses leverage over us in negotiating a business combination~~ and ~~may~~you ~~limit the time we~~ have inno ~~which~~basis ~~to conduct due diligence~~ on ~~potential business combination targets, in particular as we approach our dissolution deadline,~~ which ~~could~~to ~~undermine~~evaluate our ability to ~~complete~~achieve our ~~initial~~ business ~~combination on terms that would produce value for our stockholders~~objective.

• AsOur ~~the~~public ~~number~~stockholders ~~of special purpose acquisition companies evaluating targets increases, attractive targets~~ may ~~become~~not ~~scarcer~~be ~~and~~afforded ~~there~~an ~~may~~opportunity beto ~~more~~vote ~~competition~~on ~~for~~our ~~attractive~~proposed ~~targets.~~business ~~This~~combination, ~~could~~which ~~increase~~means ~~the~~we ~~cost~~may ofcomplete our initial business combination ~~and~~even ~~could~~though ~~even~~a ~~result~~majority inof our ~~inability~~public tostockholders ~~find~~do anot ~~target~~support orsuch toa ~~consummate an initial business~~ combination.

• ~~Our~~Your ~~search~~only ~~for~~opportunity ato ~~business~~affect ~~combination,~~the ~~and~~investment ~~any~~decision ~~target~~regarding ~~business~~a ~~with~~potential ~~which~~business wecombination ~~ultimately~~will ~~consummate~~be alimited ~~business~~to ~~combination,~~the ~~may~~exercise beof ~~materially~~your ~~adversely~~right ~~affected~~to byredeem ~~the~~your ~~coronavirus~~shares ~~(COVID-19)~~from ~~pandemic~~us ~~and~~for ~~other events~~cash, ~~and~~unless ~~the~~we ~~status~~seek ofstockholder ~~debt~~approval ~~and~~of ~~equity~~the ~~markets~~business combination.

• ~~Our~~If ~~search~~we ~~for~~seek astockholder ~~business~~approval ~~combination,~~of ~~and~~our ~~any~~initial ~~target~~ business ~~with which we ultimately consummate a business~~ combination, ~~may~~our beinitial ~~materially adversely affected by negative impacts on the global economy~~stockholders, ~~capital~~officers ~~markets~~and ordirectors ~~other~~have ~~geopolitical~~agreed ~~conditions~~to ~~resulting~~vote ~~from~~their ~~the~~shares ~~recent~~in ~~invasion~~favor of ~~Ukraine~~such byinitial ~~Russia~~business ~~and subsequent sanctions against Russia~~combination, ~~Belarus~~regardless ~~and~~of ~~related~~how ~~individuals~~our ~~and~~public ~~entities~~stockholders vote.

• ~~Past~~The ~~performance~~ability byof our ~~management~~public ~~team,~~shareholders to exercise redemption rights with respect to a large number of our ~~strategic~~ordinary ~~advisory~~shares ~~group~~could ~~and~~increase ~~their~~the ~~respective~~probability ~~affiliates~~that ~~may~~our ~~not~~initial business combination would be ~~indicative~~unsuccessful ofand ~~future~~that ~~performance~~you ofwould anhave ~~investment~~to wait for liquidation in usorder to redeem your shares.

• IfThe weability ~~seek stockholder approval~~ of our ~~initial~~public ~~business combination, our initial~~ stockholders, ~~directors,~~to ~~officers,~~redeem ~~advisors~~their orshares ~~their~~for ~~affiliates~~cash may ~~enter~~make ~~into~~our ~~certain~~financial ~~transactions,~~condition ~~including~~unattractive ~~purchasing~~to ~~shares~~potential ortarget ~~warrants from the public~~businesses, which may ~~influence~~make ~~the~~it ~~outcome~~difficult offor aus ~~proposed~~to ~~business~~enter ~~combination~~into ~~and~~a ~~reduce~~business ~~the~~combination ~~public~~with ~~“float”~~a ~~of our securities~~target.

• IfThe aability ~~stockholder~~of ~~fails~~our public stockholders to ~~receive~~exercise ~~notice~~redemption ofrights ~~our~~with ~~offer~~respect to ~~redeem~~a ~~our~~large ~~public~~number ~~shares~~of ~~in connection with~~ our ~~initial~~shares ~~business~~may ~~combination,~~not orallow ~~fails~~us to ~~comply~~complete ~~with~~ the ~~procedures~~most ~~for~~desirable ~~tendering~~business ~~its shares~~combination, ~~such~~if ~~shares~~at ~~may~~all, ~~not~~or beoptimize ~~redeemed~~our capital structure.

11• The requirement that we complete our initial business combination by the Extended Date 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, in particular 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.

~~Table~~• As the number of ~~Contents~~special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. If the Proposed Business Combination with MNG is not completed and we have to seek another target company, this could increase the cost of our initial business combination and, could even result in our inability to find a target or to consummate an initial business combination.

• ~~You~~Our ~~will~~search ~~not~~for ~~have~~a ~~any~~business ~~rights~~combination, orand ~~interests~~any intarget ~~funds~~business ~~from~~with ~~the~~which ~~trust~~we ~~account,~~ultimately ~~except~~consummate ~~under~~a ~~certain~~business ~~limited~~combination, ~~circumstances.~~may Tobe ~~liquidate~~materially ~~your~~adversely ~~investment,~~affected ~~therefore,~~by ~~you~~the ~~may~~coronavirus be(COVID-19) ~~forced~~pandemic toand ~~sell~~other ~~your~~events, ~~public~~and ~~shares~~the orstatus ~~warrants,~~of ~~potentially~~debt atand aequity ~~loss~~markets.

• ~~The~~Our ~~NYSE~~search for a business combination, and any target business with which we ultimately consummate a business combination, may ~~delist~~be ~~our~~materially ~~securities~~adversely ~~from~~affected ~~trading~~by negative impacts on ~~its~~the ~~exchange~~global economy, ~~which~~capital ~~could~~markets ~~limit~~or ~~investors’~~other ~~ability~~geopolitical toconditions ~~make~~resulting ~~transactions~~from inthe ~~our~~recent ~~securities~~invasion of Ukraine by Russia and ~~subject~~subsequent ussanctions toagainst ~~additional~~Russia, ~~trading~~Belarus ~~restrictions~~and related individuals and entities.

• ~~Our~~Past ~~security~~performance ~~holders~~by ~~are~~our ~~not~~management ~~entitled~~team, toour ~~protections~~strategic ~~normally~~advisory ~~afforded~~group toand ~~investors~~their respective affiliates may not be indicative of ~~many~~future ~~other~~performance ~~blank~~of ~~check~~an ~~companies~~investment in us.

• ~~Because~~If ofwe ~~our~~seek ~~limited~~stockholder ~~resources~~approval ~~and~~of ~~the~~our ~~significant~~initial ~~competition for~~ business combination ~~opportunities~~, ~~it may be more difficult for us to complete~~ our initial ~~business~~stockholders, ~~combination.~~directors, Ifofficers, weadvisors ~~are~~or ~~unable~~their toaffiliates ~~complete~~may ~~our~~enter ~~initial~~into ~~business~~certain ~~combination~~transactions, ~~our~~including ~~public~~purchasing ~~stockholders~~shares ~~may~~or ~~receive~~warrants ~~only~~from ~~approximately~~the ~~$10.00~~public, ~~per~~which ~~share~~may oninfluence ~~our~~the ~~redemption~~outcome of ~~our~~a ~~public~~proposed ~~shares,~~business orcombination ~~less~~and ~~than~~reduce ~~such~~the ~~amount~~public in“float” ~~certain~~of ~~circumstances, and~~ our ~~warrants will expire worthless~~securities.

• ~~Our~~If ~~warrants~~a ~~and~~stockholder fails to receive notice of our ~~Convertible~~offer ~~Note~~to ~~(as~~redeem ~~defined~~our ~~below)~~public ~~are~~shares ~~accounted~~in ~~for~~connection aswith ~~liabilities~~our ~~and~~initial ~~the~~business ~~changes~~combination, inor ~~value~~fails ofto ~~our~~comply ~~warrants~~with ~~could~~the ~~have~~procedures afor ~~material~~tendering ~~effect~~its onshares, ~~our~~such ~~financial~~shares ~~results~~may not be redeemed.

• WeYou ~~have~~will ~~identified~~not ~~material~~have ~~weaknesses~~any inrights ~~our~~or ~~internal~~interests ~~control~~in ~~over~~funds ~~financial~~from ~~reporting.~~the Iftrust weaccount, ~~are~~except ~~unable~~under tocertain ~~develop~~limited ~~and~~circumstances. ~~maintain~~To anliquidate ~~effective~~your ~~system~~investment, ~~of internal control over financial reporting~~therefore, weyou may ~~not~~ be ~~able~~forced to ~~accurately~~sell ~~report~~your ~~our~~public ~~financial~~shares ~~results~~or ~~in a timely manner~~warrants, ~~which~~potentially ~~may~~at ~~adversely~~a ~~affect investor confidence in us and materially and adversely affect our business and operating results~~loss.

•11 We, and following our initial business combination, the post-business combination company, may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

•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 until at least December 22, 2022, 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

• The ~~warrants~~NYSE may ~~become~~delist ~~exercisable~~our ~~and~~securities ~~redeemable~~from ~~for~~trading aon ~~security~~its ~~other~~exchange, ~~than~~which ~~the~~could ~~shares~~limit ofinvestors’ ~~our~~ability ~~Class~~to Amake ~~common~~transactions ~~stock,~~in ~~and~~our ~~you~~securities ~~will~~and ~~not~~subject ~~have~~us ~~any~~to ~~information~~additional ~~regarding~~trading ~~such other security at this time~~restrictions.

• ~~Unlike~~Our ~~some~~security ~~other~~holders ~~similarly~~are ~~structured~~not ~~blank~~entitled ~~check~~to ~~companies,~~protections ~~our~~normally ~~initial~~afforded ~~stockholders~~to ~~will~~investors ~~receive additional shares~~ of ~~our~~many ~~Class~~other Ablank ~~common~~check ~~stock if we issue shares to complete an initial business combination~~companies.

• ~~Certain~~Because of our ~~officers~~limited resources and ~~directors~~the ~~are~~significant ~~now,~~competition ~~and~~for ~~all~~business ofcombination ~~them~~opportunities, it may inbe ~~the~~more ~~future~~difficult ~~become,~~for ~~affiliated~~us ~~with~~to ~~entities~~complete ~~engaged~~our ininitial business ~~activities~~combination. ~~similar~~If we are unable to ~~those~~complete ~~conducted~~our byinitial usbusiness ~~(and~~combination, ~~they~~our ~~may~~public ~~also~~stockholders ~~become~~may anreceive ~~officer~~only orapproximately ~~director~~$10.00 ofper ~~any~~share ~~other~~on ~~special~~our ~~purpose~~redemption ~~acquisition~~of ~~company)~~our ~~and,~~public ~~accordingly~~shares, ~~may~~or ~~have~~less ~~conflicts~~than ofsuch ~~interest~~amount in ~~allocating~~certain ~~their~~circumstances, ~~time~~ and ~~determining~~our towarrants ~~which~~will ~~entity~~expire ~~a particular business opportunity should be presented~~worthless.

• ~~Provisions~~If inwe effect our ~~certificate~~initial ofbusiness ~~incorporation~~combination ~~and~~with ~~Delaware~~a ~~law~~business ~~may~~located ~~inhibit~~outside ~~a takeover~~ of ~~us, which could limit~~ the ~~price~~United ~~investors~~States, ~~might~~we would be ~~willing~~subject to ~~pay~~a invariety ~~the~~of ~~future~~additional ~~for~~risks ~~our~~that ~~Class~~may Anegatively ~~common~~impact ~~stock~~our ~~and could entrench management~~operations.

~~Risks~~• ~~Relating~~If tothe ~~Our~~net ~~Search~~proceeds ~~for,~~of ~~Consummation~~our initial public offering and the sale of, orthe ~~Inability~~private placement warrants not being held in the trust account are insufficient to ~~Consummate~~allow us to operate until at least the Extended Date, it could limit the amount available to fund our search for a ~~Business~~target ~~Combination~~business or businesses and ~~Post-Business~~complete ~~Combination~~our ~~Risks~~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.

We• ~~are~~The warrants may become exercisable and redeemable for a ~~blank~~security ~~check~~other ~~company~~than ~~with~~the noshares ~~operating~~of ~~history~~our ~~and~~Class noA ~~revenues~~common stock, and you ~~have~~will nonot ~~basis~~have onany ~~which~~information toregarding ~~evaluate~~such ~~our~~other ~~ability~~security toat ~~achieve~~this ~~our business objective~~time.

12• Unlike some other similarly structured blank check companies, our initial stockholders will receive additional shares of our Class A common stock if we issue shares to complete an initial business combination.

~~Table~~• Certain of ~~Contents~~our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those conducted by us (and they may also become an officer or director of any other special purpose acquisition company) and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

We• ~~are~~Provisions ain ~~newly~~our ~~formed~~Amended ~~company~~and ~~with~~Restated noCertificate ~~operating~~of ~~results~~Incorporation toand ~~date.~~Delaware ~~Because~~law wemay ~~lack~~inhibit ana ~~operating~~takeover ~~history~~of us, ~~you have no basis upon~~ which tocould ~~evaluate~~limit ~~our~~the ~~ability~~price toinvestors ~~achieve~~might ~~our business objective of completing our initial business combination with one or more target businesses. We may~~ be ~~unable~~willing to ~~complete~~pay ~~our~~in ~~initial~~the ~~business~~future ~~combination.~~for ~~If we fail to complete~~ our ~~business~~Class ~~combination,~~A wecommon ~~will~~stock ~~never~~and ~~generate~~could ~~any~~entrench ~~operating revenues~~management.

~~Our~~For ~~public~~risk ~~stockholders~~factors ~~may~~related ~~not be afforded an opportunity~~ to ~~vote~~MNG onand our proposed business combination, ~~which~~please ~~means~~review wethe ~~may~~Registration ~~complete~~Statement ~~our~~on ~~initial~~Form ~~business~~F-4 ~~combination~~to ~~even~~be ~~though~~filed aby ~~majority~~MNG, including the preliminary proxy statement/prospectus of ~~our~~the ~~public~~Company ~~stockholders~~to dobe ~~not~~included ~~support~~therein, ~~such~~and athe ~~combination~~definitive proxy statement/prospectus to be filed by the Company.

WeRisks ~~may~~Relating ~~not hold a stockholder vote~~ to ~~approve~~Our ~~our~~Search ~~initial business combination unless the business combination would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote~~ for ~~business or other reasons. Except as required by applicable law~~, ~~the~~Consummation ~~decision as to whether we will seek stockholder approval~~ of, ~~a proposed business combination~~ or ~~will~~Inability ~~allow stockholders~~ to ~~sell their shares to us in a tender offer will be made by us~~Consummate, ~~solely in our discretion, and will be based on~~ a ~~variety~~Business ofCombination ~~factors, such as the timing of the transaction~~ and ~~whether~~Post-Business ~~the~~Combination ~~terms~~Risks of the transaction would otherwise require us to seek stockholder approval under stock exchange listing requirements. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the business combination we complete.

~~Our~~We ~~independent~~are ~~registered~~a ~~public~~blank ~~accounting~~check ~~firm’s~~company ~~report~~with ~~contains~~no anoperating ~~explanatory~~history ~~paragraph~~and ~~that~~no ~~expresses~~revenues, ~~substantial~~and ~~doubt~~you ~~about~~have no basis on which to evaluate our ability to ~~continue~~achieve asour abusiness ~~“going concern~~objective.”

We ~~may~~are ~~not~~a ~~have~~newly ~~sufficient~~formed ~~liquidity~~company towith ~~meet~~no ~~our~~operating ~~anticipated~~results ~~obligations~~to ~~over the next year from the issuance of these financial statements~~date. InBecause ~~connection~~we ~~with~~lack ~~our~~an ~~assessment~~operating ~~of going concern considerations in accordance with in accordance with ASC Topic 205-40 Presentation of Financial Statements - Going Concern~~history, weyou have ~~until~~no ~~December~~basis ~~22,~~upon ~~2022~~which to ~~consummate~~evaluate aour ~~business~~ability ~~combination. It is uncertain that we will be able~~ to ~~consummate~~achieve aour business ~~combination~~objective byof ~~this~~completing ~~time.~~our Ifinitial a business combination iswith ~~not~~one ~~consummated~~or bymore ~~this~~target ~~date,~~businesses. ~~there~~We ~~will~~may be aunable ~~mandatory~~to ~~liquidation~~complete ~~and~~our ~~subsequent~~initial ~~dissolution of the company. Management has determined that the liquidity condition and mandatory liquidation, should a~~ business combination ~~not occur~~, ~~and~~including ~~potential~~the ~~subsequent~~Proposed ~~dissolution~~Business ~~raises~~Combination ~~substantial~~with ~~doubt about our ability to continue as a going concern~~MNG. NoIf ~~adjustments~~we ~~have~~fail ~~been made~~ to ~~the~~complete ~~carrying~~our ~~amounts~~business ofcombination, ~~assets~~we orwill ~~liabilities~~never ~~should~~generate ~~the~~any ~~company~~operating ~~be required to liquidate after December 22, 2022~~revenues.

IfOur wepublic ~~seek~~stockholders ~~stockholder~~may ~~approval~~not ofbe ~~our~~afforded ~~initial~~an ~~business~~opportunity ~~combination,~~to ~~our~~vote ~~initial~~on ~~stockholders,~~our ~~officers~~proposed ~~and~~business ~~directors~~combination, ~~have~~which ~~agreed~~means towe ~~vote~~may ~~their~~complete ~~shares~~our ~~in favor of such~~ initial business combination, ~~regardless~~even ofthough ~~how~~a majority of our public stockholders ~~vote~~do not support such a combination.

~~Our~~We ~~initial~~may ~~stockholders,~~not ~~officers~~hold ~~and~~a ~~directors~~stockholder ~~have~~vote ~~agreed~~ to ~~vote~~approve ~~any founder shares and any public shares held by them in favor of~~ our initial business combination. Asunless athe ~~result,~~business incombination ~~addition~~would torequire ~~their~~stockholder ~~founder~~approval ~~shares,~~under weapplicable ~~would~~law ~~need only 12,937,501,~~ or ~~37.5%~~stock ~~(assuming~~exchange ~~all~~listing ~~outstanding~~requirements ~~shares~~or ~~are~~if ~~voted),~~we ofdecide ~~the 34,500,000 public shares sold in our initial public offering~~ to behold ~~voted in favor of~~ a ~~transaction~~stockholder invote ~~order~~for ~~to have our initial~~ business ~~combination~~or ~~approved~~other reasons. ~~However,~~Except ~~because~~as werequired ~~generally~~by ~~only~~applicable ~~need~~law, ~~a majority of~~ the ~~outstanding~~decision ~~shares~~as to bewhether ~~voted~~we inwill ~~favor~~seek stockholder approval of a proposed business combination toor ~~have~~will ~~such~~allow ~~transaction~~stockholders ~~approved,~~to ~~the~~sell ~~number~~their ~~of public~~ shares ~~needed~~ to beus ~~voted~~ in ~~favor~~a oftender ~~any~~offer ~~transaction~~will ~~decreases~~be asmade ~~the~~by ~~overall~~us, ~~number~~solely ofin ~~public~~our ~~shares voted decreases. Accordingly~~discretion, weand ~~would~~will ~~need~~be ~~only~~based ~~2,156,251,~~on ora ~~6.3%,~~variety of ~~the 34~~factors,~~500,000~~ ~~public~~such ~~shares~~as ~~sold~~the intiming ~~our initial public offering to be voted in favor~~ of athe transaction ifand ~~only~~whether the ~~minimum~~terms ~~number~~ of ~~shares~~the ~~representing~~transaction awould ~~quorum~~otherwise ~~are~~require ~~voted~~us ~~in order~~ to ~~have~~seek ~~our~~stockholder ~~initial~~approval ~~business~~under ~~combination~~stock ~~approved.~~exchange ~~Our~~listing ~~initial stockholders own shares representing 20~~requirements.0% ~~of our outstanding shares of common stock.~~ Accordingly, if we ~~seek~~may ~~stockholder~~complete ~~approval of~~ our initial business combination, iteven isif ~~more~~holders ~~likely~~of ~~that~~a ~~the~~majority ~~necessary~~of ~~stockholder approval will be received than would be the case if~~ our ~~initial~~public ~~stockholders, officers and directors agreed to vote their founder~~ shares indo ~~accordance~~not ~~with~~approve ~~the majority~~ of the ~~votes~~business ~~cast~~combination bywe ~~our public stockholders~~complete.

~~Your~~12 only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.

YouTable may not be provided with an opportunity to evaluate the specific merits or risks of any 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. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights in connection with the consummation of an initial business combination. Contents

~~The~~Our ~~ability~~independent ofregistered ~~our~~ public ~~stockholders~~accounting tofirm’s ~~redeem~~report ~~their~~contains ~~shares~~an ~~for~~explanatory ~~cash~~paragraph ~~may~~that ~~make~~expresses ~~our~~substantial ~~financial~~doubt ~~condition~~about ~~unattractive~~our toability ~~potential target businesses, which may make it difficult for us~~ to ~~enter~~continue ~~into~~as a ~~business~~“going ~~combination with a target~~concern.”

We may ~~seek~~not have sufficient liquidity to ~~enter~~meet ~~into~~our aanticipated ~~business~~obligations ~~combination~~over ~~transaction~~the ~~agreement~~next year from the issuance of these financial statements. In connection with aour ~~prospective~~assessment ~~target~~of ~~that~~going ~~requires~~concern asconsiderations ain ~~closing~~accordance ~~condition~~with ~~that~~in accordance with ASC Topic 205-40 Presentation of Financial Statements—Going Concern, we have auntil ~~minimum~~June 22, ~~net~~2023, ~~worth~~ or asuch ~~certain~~earlier ~~amount~~date as determined by our board of ~~cash.~~directors Ifto ~~too~~consummate ~~many~~a ~~public~~business ~~stockholders~~combination. ~~exercise~~It ~~their~~is ~~redemption~~uncertain ~~rights,~~that we ~~would~~will ~~not~~ be able to ~~meet~~consummate ~~such~~a ~~closing~~business ~~condition~~combination ~~and,~~by asthis time. If a ~~result,~~business ~~would~~combination is not consummated by this date, there will be ~~able~~a tomandatory ~~proceed~~liquidation ~~with~~and subsequent dissolution of the company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination. ~~Furthermore~~not occur, weand ~~will~~potential ~~only~~subsequent ~~redeem~~dissolution ~~our~~raises ~~public~~substantial ~~shares~~doubt soabout ~~long~~our ability to continue as ~~(after~~a ~~such~~going ~~redemption)~~concern. ~~our~~No ~~net~~adjustments ~~tangible~~have been made to the carrying amounts of assets ~~will~~or beliabilities atshould ~~least~~the ~~$5,000,001~~company ~~immediately~~be ~~prior~~required to orliquidate ~~upon~~after June 22, 2023.

13If we seek stockholder approval of our initial business combination, our initial stockholders, officers and directors have agreed to vote their shares in favor of such initial business combination, regardless of how our public stockholders vote.

~~Table~~Our initial stockholders, officers and directors have agreed to vote any founder shares and any public shares held by them in favor of ~~Contents~~our initial business combination. Our initial stockholders, officers and directors own shares representing 67.2% of our outstanding shares of common stock as of December 31, 2022. Because we generally only need a majority of the outstanding shares to be voted in favor of a proposed business combination to have such transaction approved, if our initial stockholders, officers and directors vote their shares as agreed, we have enough votes to have our initial business combination approved.

~~consummation~~Your ofonly ~~our~~opportunity ~~initial business combination (so that we do not then become subject~~ to ~~the~~affect ~~SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in~~ the ~~agreement~~investment ~~relating~~decision toregarding ~~our~~a ~~initial~~potential business combination. ~~Consequently,~~will ~~if accepting all properly submitted redemption requests would cause our net tangible assets to~~ be ~~less~~limited ~~than $5,000,001 immediately prior~~ to orthe ~~upon~~exercise ~~completion~~ of ~~our~~your ~~initial~~right ~~business combination or such greater amount necessary~~ to ~~satisfy~~redeem ayour ~~closing~~shares ~~condition,~~from ~~each~~us asfor ~~described above~~cash, unless we ~~would~~seek ~~not~~stockholder ~~proceed~~approval ~~with~~of ~~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.~~

~~The~~You ~~ability~~may not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete a business combination without seeking stockholder approval, public stockholders tomay ~~exercise~~not ~~redemption~~have ~~rights~~the ~~with~~right ~~respect~~or opportunity to avote ~~large~~on ~~number~~the ofbusiness ~~our~~combination. ~~shares~~Accordingly, ~~may~~if we do not ~~allow~~seek usstockholder approval, your only opportunity to ~~complete~~affect the ~~most~~investment ~~desirable~~decision regarding a potential business combination may be limited to exercising your redemption rights in connection with the consummation of an initial business combination. The nominal purchase price paid by the Sponsor and independent directors for the Founder Shares may significantly dilute the implied value of the Public Shares upon completion of the Business Combination. In addition, ifthe atvalue ~~all~~of the Founder Shares will be significantly greater than the amount the Sponsor and independent directors paid to purchase such shares, oreven ~~optimize~~if ~~our~~the ~~capital~~Business ~~structure~~Combination causes the trading price of the MNG ADSs to materially decline.

The ~~per-share~~ Sponsor and independent directors invested an aggregate of $8,925,000 in us, comprised of the $25,000 purchase price for the founder shares and the $8,900,000 purchase price paid by the sponsor for the private placement warrants. The amount held in the trust account was $42,563,077 as of December we31, 2022, implying a value of approximately $10.11 per Public Share.

The following table shows the public stockholders’ and the sponsor’s and independent directors’ investment per- share and how these compare to the implied value of one MNG ADS (and the MNG Ordinary Share represented thereby) upon the completion of the Business Combination. The following table assumes that (i) MNG’s valuation is $42,563,077 (which is the amount we held in the trust account as of December 31, 2022), (ii) no additional interest is earned on the funds held in the trust account, (iii) no public shares are redeemed in connection with the Business Combination and (iv) all founder shares are converted into MNG ADSs and held by the sponsor and the independent directors upon completion of the Business Combination, and does not take into account other potential impacts on our valuation at the time of the Business Combination such as (a) the value of the warrants, (b) the trading price of Class A common stock, (c) the Business Combination transaction costs (including payment of the Deferred Underwriting Fee (as defined herein)), (d) any equity issued to MNG’s equity holders, (e) any equity issued as a result of potential financing arrangements or to other third party investors, (g) the transfer of 115,000 Transfer Shares (as defined herein) to certain stockholders following the closing, within 10 days after the expiration of the earliest lockup applicable to the founder shares, (h) the vesting conditions to which a portion of the MNG ADSs received by the Sponsor Persons in the Merger will be subject, or (i) MNG’s business itself. We did not include the Sponsor’s $200,000 unsecured promissory note issued as of September 2, 2020 or the Sponsor’s convertible promissory note issued as of September 13, 2021 as these are not classified as investments rather they are considered loans for working capital purposes to fulfill the companies short-term liquidity needs.

by non-redeeming stockholders will


Shares held by public stockholders		4,208,579
Shares held by the sponsor and independent directors		8,625,000

Total shares of common stock		12,833,579
Total funds in the Trust Account (1)	$	42,563,077
Public Stockholders’ investment per public share(2)	$	10.00
Sponsor’s and independent directors’ investment per founder share(3)	$	0.003
Implied value per share of MNG ADS (and the MNG Ordinary Share represented thereby) immediately following the Closing	$	3.32

~~Additionally,~~13 if our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

TheTable requirementof that we complete our initial business combination by December 22, 2022 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, in particular 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. Contents

~~Any~~(1) ~~potential~~Amount ~~target~~held business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by December 22, 2022. Consequently, such target business may obtain leverage over us in ~~negotiating~~the atrust ~~business~~account 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 end~~ of ~~the~~December ~~timeframe described above. In addition~~31, ~~we may have limited time to conduct due diligence~~2022. ~~As a result, we may be forced to enter into an agreement for an initial business combination on terms that we would have rejected had we had more time to complete a transaction.~~

We(2) ~~may~~While ~~not~~the bepublic ~~able~~stockholders’ toinvestment ~~complete~~in ~~our~~units ~~initial~~represents ~~business~~an ~~combination~~investment ~~by December 22, 2022,~~ in ~~which~~both ~~case we would cease all operations except for~~ the ~~purpose of winding up and we would redeem our~~ public shares and ~~liquidate,~~the ~~in which case our~~ public ~~stockholders~~warrants, ~~may~~for ~~only~~purposes ~~receive~~of ~~$10.00~~this ~~per~~table ~~share,~~the orfull ~~less~~investment ~~than such~~ amount inis ~~certain~~ascribed ~~circumstances,~~to ~~and~~the ~~our~~public ~~warrants~~shares ~~will expire worthless~~only.

14(3) Calculated based on the sponsor’s and independent directors’ $25,000 investment in founder shares. This does not include the sponsor’s $8,900,000 investment in the private placement warrants.

~~Table~~14 ~~of Contents~~

COVID-19 pandemicTable of Contents

~~COVID~~Based on these assumptions, each MNG ADS (and the MNG Ordinary Share represented thereby) would have an implied value of $3.32 per share upon completion of the Business Combination, representing an approximately 66.8% decrease from the initial implied value of $10.00 per public share. While the implied value of $3.32 per share upon completion of the Business Combination would represent a dilution to the public stockholders, this would represent an increase in value for the sponsor relative to the price it paid for each founder share. At $3.32 per share, the 8,625,000 MNG ADSs of the post-~~19 pandemic~~combination company (not taking into account the potential impact of the Transfer Shares and the vesting conditions to which a portion of the MNG ADSs received by the Sponsor Persons in the Merger will be subject) that the sponsor and the initial stockholders holding founder shares would own upon completion of our initial business combination would have an aggregate implied value of $28,635,000. As a result, even if the trading price of MNG ADSs significantly declines, the value of the founder shares held by the sponsor and independent directors will be significantly greater than the amount they paid to purchase such shares. In addition, the sponsor and independent directors could potentially recoup their entire investment, inclusive of the sponsor’s investment in the private placement warrants, even if the trading price of MNG ADSs after the completion of the Business Combination is as low as $1.03 per share. As a result, the sponsor and independent directors are likely to earn a substantial profit on their investment in us upon disposition of the MNG ADSs of the post-combination company even if the trading price of the MNG ADSs of the post-combination company declines after we complete our initial business combination. The sponsor and independent directors holding founder shares may therefore be economically incentivized to complete an initial business combination even if its terms are not in the best interests of public stockholders, rather than liquidating our Company. This dilution would increase to the extent that public stockholders seek redemptions from the trust account for their public shares.

~~a per-share price~~The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential target businesses, ~~payable~~ which may make it difficult for us to enter into a business combination with a target.

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the ~~per-share~~ business combination. Furthermore, we will only redeem our public shares so long as (after such redemption ) our net tangible assets will be at least $5,000,001 immediately prior to or upon consummation of our initial business combination (so that we do not then become 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 immediately prior to or upon completion of our initial business combination or such greater amount necessary to satisfy a closing condition, each 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.

IfThe weability ~~seek stockholder approval~~ of our ~~initial~~public ~~business combination, our initial~~ stockholders, ~~directors,~~to ~~officers,~~exercise ~~advisors~~redemption orrights ~~their~~with ~~affiliates~~respect ~~may~~to ~~enter~~a ~~into~~large ~~certain~~number ~~transactions,~~of ~~including~~our ~~purchasing~~ shares ormay ~~warrants~~not ~~from~~allow ~~the~~us ~~public,~~to ~~which~~complete ~~may influence~~ the ~~outcome~~most ofdesirable ~~a proposed~~ business combination, ~~and~~if ~~reduce~~at ~~the~~all, ~~public~~or ~~“float”~~optimize of our ~~securities~~capital structure.

IfAt the time we ~~seek~~enter ~~stockholder~~into ~~approval~~another ofagreement for our initial business combination ~~and~~(if wethe doProposed ~~not~~Business ~~conduct~~Combination ~~redemptions in connection~~ with ~~our~~MNG ~~initial~~is ~~business~~not ~~combination~~completed) ~~pursuant~~we towill ~~the~~not ~~tender~~know ~~offer~~how ~~rules,~~many ~~our initial~~ stockholders, ~~directors,~~may ~~officers,~~exercise ~~advisors or~~ their ~~affiliates~~redemption ~~may~~rights, ~~purchase~~and ~~public~~therefore ~~shares~~will orneed ~~public~~to ~~warrants~~structure orthe atransaction ~~combination~~based ~~thereof~~on inour ~~privately~~expectations ~~negotiated~~as ~~transactions~~to ~~or in~~ the ~~open~~number ~~market~~of ~~either~~shares ~~prior~~that towill orbe ~~following~~submitted ~~the~~for ~~completion~~redemption. ofIf our initial business combination, ~~although~~agreement ~~they~~requires ~~are~~us ~~under no obligation~~ to douse ~~so. Such~~ a ~~purchase~~portion ~~may~~of ~~include a contractual acknowledgement that such stockholder, although still~~ the ~~record~~cash ~~holder~~in ~~of our shares is no longer~~ the ~~beneficial~~trust ~~owner~~account ~~thereof and therefore agrees not~~ to ~~exercise~~pay ~~its redemption rights. In~~ the ~~event~~purchase ~~that our initial stockholders~~price, ~~directors, officers, advisors~~ or ~~their~~requires ~~affiliates~~us ~~purchase~~to ~~shares~~have ina ~~privately~~minimum ~~negotiated~~amount ~~transactions~~of ~~from~~cash ~~public~~at ~~stockholders~~closing, ~~who~~we ~~have~~will ~~already~~need ~~elected~~ to ~~exercise~~reserve ~~their~~a ~~redemption~~portion ~~rights,~~of ~~such~~the ~~selling~~cash ~~stockholders~~in ~~would~~the betrust ~~required~~account to ~~revoke~~meet ~~their~~such ~~prior elections to redeem their shares. Additionally~~requirements, ~~at any time at~~ or ~~prior~~arrange tofor ~~our~~third-party financing. ~~initial~~In ~~business combination~~addition, ~~subject~~if toa ~~applicable~~larger ~~securities~~number ~~laws~~of ~~(including~~shares ~~with~~is ~~respect~~submitted tofor ~~material~~redemption ~~nonpublic~~than ~~information),~~we ~~our~~initially ~~initial stockholders~~expected, ~~directors,~~we ~~officers, advisors or their affiliates~~ may ~~enter~~need ~~into transactions with investors and others~~ to ~~provide~~restructure ~~them~~the ~~with~~transaction ~~incentives~~ to ~~acquire~~reserve ~~public~~a ~~shares,~~greater ~~vote~~portion ~~their public shares in favor~~ of ~~our~~the ~~initial~~cash ~~business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage~~ in ~~such~~the ~~transactions~~trust ~~and~~account ~~have not formulated any terms~~ or ~~conditions~~arrange for ~~any such transactions~~third-party financing. ~~The~~Raising ~~purpose~~additional ~~of any such transaction could be to (1)~~third-party ~~vote~~financing ~~such~~may ~~shares~~involve indilutive ~~favor~~equity ofissuances ~~the~~or ~~initial business combination and thereby increase~~ the ~~likelihood~~incurrence of ~~obtaining~~indebtedness ~~stockholder~~at ~~approval~~higher ofthan ~~the~~desirable ~~initial~~levels. ~~business~~The ~~combination,~~above ~~(2) reduce~~considerations ~~the~~may ~~number~~limit ofour ~~public~~ability ~~warrants outstanding or~~ to ~~vote~~complete ~~such warrants on any matters submitted to~~ the ~~warrant~~most ~~holders~~desirable ~~for approval in connection with our initial~~ business combination oravailable ~~(3) satisfy~~to ~~a closing condition in an agreement with a target that requires~~ us toor ~~have~~optimize aour ~~minimum~~capital ~~net~~structure. ~~worth~~The ~~or a certain~~ amount of ~~cash at~~ the ~~closing~~deferred ofunderwriting ~~our~~commissions ~~initial~~payable ~~business~~to ~~combination,~~the ~~where~~Representatives itwill ~~appears that such requirement would otherwise~~ not be ~~met.~~adjusted ~~This~~for ~~may~~any ~~result~~shares ~~in the completion of our initial business combination~~ that ~~may~~are ~~not otherwise have been possible.~~

In redeemed ~~addition,~~in ifconnection ~~such~~with ~~purchases~~a ~~are~~business ~~made,~~combination. ~~the~~The per-share amount we ~~public~~will ~~“float”~~distribute ofto ~~our~~stockholders ~~Class A~~who ~~common~~properly ~~stock~~exercise ortheir ~~warrants~~redemption ~~and~~rights ~~the~~will ~~number~~not ofbe ~~beneficial~~reduced ~~holders~~by ofthe ~~our~~deferred ~~securities~~underwriting ~~may~~commission beand ~~reduced~~after such redemptions, ~~possibly~~the per-share value of ~~making~~shares itheld ~~difficult~~by non-redeeming stockholders will toreflect ~~obtain~~our orobligation ~~maintain~~to pay the ~~quotation~~deferred underwriting commissions. As of December 31, ~~listing~~2022, orapproximately ~~trading~~88% of ~~our~~the ~~securities~~total onoutstanding ashares ~~national~~were ~~securities~~redeemed, ~~exchange~~representing approximately $306.3 million in redemption payments to stockholders.

IfThe ~~the~~ability ~~net proceeds~~ of our ~~initial~~ public ~~offering~~stockholders ~~and~~to ~~the~~exercise ~~sale~~redemption ofrights ~~the~~with ~~private~~respect ~~placement warrants not being held in the trust account are insufficient~~ to ~~allow~~a uslarge tonumber ~~operate~~of ~~until~~our atshares ~~least December 22, 2022, it~~ could ~~limit~~increase the ~~amount~~probability ~~available~~that ~~to fund~~ our ~~search for a target business or businesses and complete our~~ initial business combination, ~~and~~would webe ~~will~~unsuccessful ~~depend~~and onthat ~~loans~~you ~~from~~would ~~our~~have ~~Sponsor or management team~~ to ~~fund~~wait ~~our~~for ~~search~~liquidation ~~and~~in order to ~~complete~~redeem ~~our~~your ~~initial business combination~~stock.

Additionally, if our initial business combination agreement requires us to use a ~~”no-shop” provision~~ portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

The requirement that we complete our initial business combination by the ~~per-share redemption~~ Extended Date 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, in particular 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.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by the ~~per-share redemption amount~~ Extended Date. 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 end of the timeframe described above. In addition, we may have limited time to conduct due diligence. As a result, we may be forced to enter into an agreement for an initial business combination on terms that we would have rejected had we had more time to complete a transaction.

InWe ~~connection~~may ~~with~~not ~~our~~be ~~assessment~~able ~~of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements – Going Concern, pursuant~~ to complete our ~~Amended~~initial ~~and Restated Certificate of Incorporation, we have until December 22, 2022 to consummate a~~ business combination. ~~If a business combination is not consummated~~ by ~~this~~the ~~date~~Extended Date, orin ~~our~~which ~~stockholders~~case ~~have~~we ~~not~~would ~~approved~~cease anall ~~extension,~~operations ~~there~~except ~~will~~for bethe apurpose ~~mandatory liquidation and subsequent dissolution~~ of ~~the~~winding ~~Company.~~up ~~Although~~and we ~~intend~~would toredeem ~~consummate~~our apublic ~~business~~shares ~~combination on or before December 22, 2022,~~ and ~~may seek an extension~~liquidate, itin iswhich ~~uncertain~~case ~~that~~our wepublic ~~will~~stockholders bemay ~~able~~only toreceive ~~consummate~~$10.00 aper ~~business combination~~share, or ~~obtain~~less anthan ~~extension,~~such byamount ~~this~~in ~~time.~~certain ~~This~~circumstances, asand ~~well as~~ our ~~liquidity~~warrants ~~condition,~~will ~~raise~~expire ~~substantial doubt about our ability to continue as a going concern~~worthless. ~~See “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Going Concern.~~

16Our Amended and Restated Certificate of Incorporation provides that we must complete our initial business combination by the Extended Date. We may not be able to complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the COVID-19 pandemic persists both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. The invasion of Ukraine by Russia and resulting sanctions may also have similar effects, and the impact of such effects on us will depend on future developments that cannot be predicted with any degree of certainty. Additionally, the COVID-19 pandemic, the invasion of Ukraine by Russia and resulting sanctions, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right

~~Table~~16 ~~of Contents~~

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

~~write-down~~ to receive further liquidating distributions, if any); and (iii) oras 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 the case of clauses (ii) ~~write-off~~and (iii) ~~assets~~to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.00 per share, 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. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the ~~restructure~~per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors in this section.

~~be non-cash items~~ If we seek stockholder approval of our initial business combination, our initial stockholders, directors, officers, advisors or their affiliates may enter into certain transactions, including purchasing shares or warrants from the public, which may influence the outcome of a proposed business combination and reduce the public “float” of our securities.

~~assuming~~If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our initial stockholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. The purpose of any such transaction could be to (1) ~~pre-existing~~vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination, (2) ~~debt~~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 or (3) ~~held~~satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our initial business combination that may not otherwise have been possible.

IfIn weaddition, ~~are~~if ~~deemed~~such topurchases beare anmade, ~~investment~~the ~~company~~public ~~under~~“float” ~~the~~of ~~Investment~~our ~~Company~~Class A ~~Act,~~common westock ~~may~~or bewarrants ~~required~~and tothe ~~institute~~number ~~burdensome~~of ~~compliance~~beneficial ~~requirements~~holders ~~and~~of our ~~activities~~securities may be ~~restricted~~reduced, ~~which~~possibly ~~may~~making ~~make~~ it difficult ~~for~~to usobtain toor ~~complete~~maintain the quotation, listing or trading of our ~~initial~~securities ~~business~~on ~~combination~~a national securities exchange.

If wethe net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are ~~deemed~~insufficient to beallow anus ~~investment~~to ~~company~~operate ~~under~~until ~~the~~at ~~Investment~~least ~~Company~~the ~~Act~~Extended Date, it could limit the amount available to fund our ~~activities~~search ~~may~~for bea ~~restricted~~target business or businesses and complete our initial business combination, ~~including:~~and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.

•The ~~restrictions~~funds onavailable to us outside of the ~~nature~~trust account to fund our working capital requirements may not be sufficient to allow us to operate until at least the Extended Date, assuming that our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our ~~investments~~acquisition plans. 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 until at least the Extended Date; however, we cannot assure you that our estimate is accurate. 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. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

•17 ~~restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.~~

InTable addition,of we may have imposed upon us burdensome requirements, including: Contents

•Of ~~registration~~the asnet proceeds of our initial public offering and the sale of the private placement warrants, only approximately $1,000,000 was initially available to us outside the trust account to fund our working capital requirements. If we are required to seek additional capital, we would need to borrow funds from our initial stockholders, management team or other third parties to operate, or we may be forced to liquidate. None of our initial stockholders, members of our management team nor any of their affiliates is under any obligation to advance funds to, or invest in, us in such circumstances. On September 2, 2020, we issued an ~~investment~~unsecured ~~company~~promissory note to the Sponsor, pursuant to which we may borrow up to an aggregate principal amount of $200,000. On September 13, 2021, the Sponsor agreed to loan us an aggregate of up to $1,000,000 pursuant to the convertible promissory note. If we do not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business, we may not be able to consummate an initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the ~~SEC;~~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. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors in this section.

•Subsequent ~~adoption~~to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a ~~specific~~significant ~~form~~negative ofeffect ~~corporate~~on ~~structure;~~our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

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

InWe ~~order~~may not to be ~~regulated~~able asto ancomplete ~~investment company under the Investment Company Act, unless we can qualify for~~ an ~~exclusion,~~initial webusiness ~~must~~combination ~~ensure~~with ~~that we are engaged primarily in~~ a ~~business~~U.S. ~~other~~target ~~than~~company ~~investing, reinvesting~~ or ~~trading~~MNG ofif ~~securities~~such ~~and~~initial ~~that~~business ~~our~~combination ~~activities~~is dosubject ~~not~~to ~~include~~U.S. ~~investing,~~foreign ~~reinvesting, owning, holding or trading “~~investment ~~securities”~~regulations ~~constituting~~and ~~more~~review ~~than~~by ~~40%~~a ~~of our total assets (exclusive of~~ U.S. government ~~securities~~entity ~~and~~such ~~cash~~as ~~items)~~the Committee on anForeign ~~unconsolidated~~Investment ~~basis.~~in ~~Our~~the ~~business~~United ~~will~~States be(CFIUS), ~~to identify~~ and ~~complete~~ultimately aprohibited ~~business~~by ~~combination and thereafter to operate~~ the ~~post-transaction business or assets for the long term~~same. ~~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.~~

~~Rule 2a~~Our sponsor, Golden Falcon Sponsor, LLC, is a Delaware limited liability company. Further, Mr. Azar, our Chief Executive Officer and Mr. Freidheim, our Chairman of the Board, are both managers, and, therefore, controlling persons, of the Sponsor and are both U.S. citizens. However, as our sponsor has certain ties with non-~~7 promulgated under~~U.S. persons, CFIUS may deem our sponsor a “foreign person.” In addition, MNG is incorporated and headquartered in Turkey, and is therefore likely to be considered a “foreign person” for CFIUS purposes. As a result of the proposed initial business combination, MNG will become the ultimate parent of Golden Falcon, a U.S. entity. As such, both the initial business combination with MNG and any subsequent business combinations with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings.

1718

All of the U.S. entities involved in the initial business combination are special purpose vehicles and do not engage in any business activities that would trigger a mandatory CFIUS filing requirement, such as the design, fabrication, development, testing, production, or ~~pre-~~ manufacture of any “critical technologies,” the collection or maintenance of “sensitive personal data,” or ownership or operation of any “critical infrastructure.” However, CFIUS may determine that the initial business combination is subject to CFIUS jurisdiction and investigate the transaction or request the parties submit a CFIUS filing. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or we may choose to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by June 22, 2023 (or such earlier date as determined by our board) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive an amount per- share ~~redemption amount~~ that will be determined by when we liquidate, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If we ~~have~~are ~~not~~deemed ~~completed~~to be an ~~initial~~investment ~~business~~company ~~combination~~for bypurposes ~~December~~of the ~~22,~~Investment ~~2022~~Company Act, ~~our~~we ~~public~~would ~~stockholders~~be ~~may~~required to institute burdensome compliance requirements and our activities would be ~~forced~~severely torestricted ~~wait~~and, ~~beyond~~as ~~that~~a ~~date~~result, ~~before~~we ~~redemption~~may ~~from~~abandon our ~~trust~~efforts ~~account~~to consummate an initial business combination and liquidate.

On March 30, 2022, the SEC issued proposed rules relating to certain activities of SPACs (the “SPAC Rule Proposals”), relating to, among other things, circumstances in which SPACs could potentially be subject to the ~~wind~~Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-upSPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a Current Report on ~~liquidate~~Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of its registration statement for its IPO (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

~~Our~~There ~~stockholders~~is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC. It is possible that a claim could be made that we have been operating as an unregistered investment company. This risk may be ~~held~~increased ~~liable~~if ~~for~~we ~~claims~~continue byto ~~third~~hold ~~parties~~the ~~against~~funds usin the trust account in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather than instructing the trustee to liquidate the ~~extent~~securities ofin ~~distributions~~the ~~received~~trust byaccount ~~them~~and ~~upon~~hold ~~redemption~~the offunds ~~their~~in ~~shares~~the trust account in cash.

aIf we are deemed to be an investment company under the ~~60-day~~Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the ~~notice~~Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the ~~period~~Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate. If we are required to liquidate, our stockholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

~~a 90-day period during~~19

additional 150-day waiting periodTable of Contents

18Our 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.

~~Table~~Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of ~~Contents~~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 by the Extended Date 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 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 after the Extended Date (or the end of any Extension Period) in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

Because 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 by ~~December 22,~~the ~~2022~~Extended Date is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

WeIf ~~may~~we ~~not~~were ~~hold~~unable anto ~~annual~~complete ~~meeting~~the ofProposed ~~stockholders~~Business ~~until~~Combination ~~after~~with ~~the~~MNG ~~consummation~~and ofhave to select another target business with which to pursue our initial business combination, ~~which~~you ~~could~~will ~~delay~~be unable to ascertain the ~~opportunity~~merits ~~for~~or ~~our~~risks ~~stockholders~~of toany ~~elect~~such ~~directors~~other target business’ operations.

InWe ~~accordance~~may ~~with~~pursue ~~the~~acquisition ~~NYSE~~opportunities ~~corporate~~in ~~governance~~any ~~requirements,~~geographic region. While we ~~are~~may ~~not~~pursue ~~required~~an toacquisition ~~hold~~opportunity anin ~~annual~~any ~~meeting~~business ~~until~~industry ~~one~~or ~~year~~sector, ~~after~~we focused our ~~first~~search ~~fiscal~~on ~~year~~companies ~~end~~operating ~~following~~in ~~our~~the ~~listing~~TMT onand ~~the~~fintech ~~NYSE.~~sectors ~~Under~~that ~~Section 211(b)~~are ofheadquartered in Europe, Israel, the ~~DGCL~~Middle East or North America, but remained open to evaluating other potential targets that meet our identified business combination criteria. Except that we are, ~~however~~not, ~~required~~under toour ~~hold~~Amended anand ~~annual~~Restated ~~meeting~~Certificate of ~~stockholders~~Incorporation, ~~for~~permitted ~~the~~to ~~purposes~~complete ofour ~~electing~~initial ~~directors~~business incombination ~~accordance~~solely with ~~our~~another ~~bylaws~~blank ~~unless~~check ~~such~~company ~~election~~or issimilar ~~made~~company bywith ~~written~~nominal ~~consent~~operations, we have flexibility in ~~lieu~~identifying ofand ~~such~~selecting a ~~meeting~~prospective acquisition candidate. WeAccordingly, ~~may~~if ~~not~~we ~~hold~~were anunable ~~annual~~to ~~meeting~~complete ofthe ~~stockholders~~Business toCombination ~~elect~~with ~~new~~MNG, ~~directors~~there ~~prior~~is no basis for you to evaluate the ~~consummation~~possible merits or risks of the particular industry in which we may ultimately operate or the target business which we may ultimately acquire. To the extent we consummate our initial business combination, ~~and thus~~ we may ~~not~~ be inaffected ~~compliance~~by ~~with~~numerous ~~Section 211(b)~~risks ofinherent in the ~~DGCL,~~business ~~which~~operations ~~requires~~with anwhich ~~annual~~we ~~meeting~~combine. ~~Therefore~~For example, if ~~our~~we ~~stockholders~~combine ~~want~~with usa tofinancially ~~hold~~unstable business or an ~~annual~~entity ~~meeting~~lacking ~~prior~~an toestablished record of revenues or earnings, we may be affected by the ~~consummation~~risks ofinherent ~~our~~in ~~initial~~the business ~~combination,~~and ~~they~~operations ~~may~~of ~~attempt~~a tofinancially ~~force~~unstable usor toa ~~hold~~development ~~one~~stage byentity. ~~submitting~~Although anour ~~application~~officers and directors will endeavor to evaluate the ~~Delaware~~risks ~~Court~~inherent ofin ~~Chancery~~a inparticular ~~accordance~~target ~~with~~business, ~~Section 211(c)~~we ofcannot ~~the~~assure ~~DGCL.~~you that we will

~~Because~~20 we are not limited to a particular industry, sector or geographic area 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’ operations.

orTable of Contents

19 properly ascertain or assess all the significant risk factors relevant to such acquisition 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 target business. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial business combination could suffer a reduction in the value of their securities. Such security holders are unlikely to have a remedy for such reduction in value.

~~Table~~If we were unable to complete the Proposed Business Combination with MNG, we could seek investment opportunities outside our management’s area of ~~Contents~~expertise and our management may not be able to adequately ascertain or assess all significant risks associated with the target company.

~~Although~~There weis ~~have~~no ~~identified~~limitation ~~general~~on ~~criteria~~the ~~and~~industry ~~guidelines~~or ~~that~~business sector we ~~believe~~may ~~are~~consider ~~important~~when incontemplating ~~evaluating~~our ~~prospective~~initial ~~target~~business ~~businesses,~~combination. weWe may ~~enter~~therefore ~~into~~be ~~our~~presented ~~initial~~with a business combination ~~with~~candidate ain ~~target~~an ~~that~~industry ~~does~~unfamiliar ~~not~~to ~~meet~~our management team, but determine that such ~~criteria~~candidate ~~and~~offers ~~guidelines,~~an ~~and~~attractive asinvestment aopportunity ~~result,~~for ~~the~~our ~~target~~company. ~~business~~In ~~with~~the ~~which~~event we ~~enter~~elect ~~into~~to pursue an investment outside of our ~~initial~~management’s ~~business~~expertise, ~~combination~~our management’s experience may not ~~have~~be ~~attributes~~directly ~~entirely~~applicable ~~consistent~~to ~~with~~the ~~our~~target ~~general~~business ~~criteria~~or ~~and~~the ~~guidelines~~evaluation of its operations.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, if we are unable to complete the ~~per-share redemption amount~~ Proposed Business Combination with MNG, 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.

AsAlthough ~~the~~we ~~number~~have ofidentified ~~special~~general ~~purpose~~criteria ~~acquisition~~and ~~companies~~guidelines for evaluating ~~targets~~prospective ~~increases~~target businesses, ~~attractive~~it ~~targets~~is ~~may~~possible ~~become~~that ~~scarcer~~a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these criteria and ~~there~~guidelines, such combination may not be ~~more~~as ~~competition~~successful ~~for~~as ~~attractive~~a ~~targets.~~combination ~~This~~with ~~could~~a ~~increase~~business ~~the~~that ~~cost~~does meet all of our ~~initial~~general criteria and guidelines. In addition, if we announce a prospective business combination ~~and~~with ~~could~~a ~~even~~target ~~result~~that indoes not meet our ~~inability~~general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to ~~find~~meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to ~~consummate~~obtain anstockholder approval for business or other reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors in this section.

InAs ~~recent years,~~ the number of special purpose acquisition companies ~~that~~evaluating ~~have~~targets ~~been~~increases, ~~formed~~attractive ~~has increased substantially. Many potential~~ targets ~~for~~may ~~special~~become ~~purpose~~scarcer ~~acquisition companies have already entered into an initial business combination,~~ and there ~~are~~may ~~still~~be ~~many~~more ~~special~~competition ~~purpose~~for ~~acquisition~~attractive ~~companies seeking~~ targets. ~~for~~If ~~their~~the ~~initial~~Proposed ~~business~~Business ~~combination,~~Combination aswith ~~well~~MNG asis ~~many~~not ~~such~~completed ~~companies~~and ~~currently~~we inhave ~~registration.~~to Asseek aanother ~~result,~~target ~~at times~~company, ~~fewer~~this ~~attractive~~could ~~targets~~increase ~~may~~the becost ~~available,~~of ~~and~~our itinitial ~~may~~business ~~require~~combination ~~more time~~and, ~~more~~could ~~effort~~even ~~and~~result ~~more~~in ~~resources~~our inability to ~~identify~~find a ~~suitable~~ target ~~and~~or to consummate an initial business combination.

In ~~addition~~recent years, ~~because~~the ~~there~~number ~~are~~of ~~more~~ special purpose acquisition companies ~~seeking~~that tohave ~~enter~~been ~~into~~formed anhas ~~initial~~increased ~~business~~substantially. ~~combination~~Many ~~with~~potential ~~available~~ targets, ~~the~~for ~~competition~~special ~~for~~purpose ~~available~~acquisition ~~targets~~companies ~~with~~have ~~attractive~~already ~~fundamentals~~entered orinto ~~business~~an ~~models~~initial ~~may~~business ~~increase~~combination, ~~which~~and ~~could~~there ~~cause~~are ~~targets~~still ~~companies~~many tospecial ~~demand~~purpose ~~improved~~acquisition ~~financial~~companies ~~terms.~~seeking ~~Attractive~~targets ~~deals~~for ~~could~~their ~~also~~initial ~~become~~business ~~scarcer for other reasons~~combination, ~~such~~ as ~~economic~~well oras ~~industry~~many ~~sector~~such ~~downturns,~~companies ~~geopolitical~~currently ~~tensions,~~in ~~including~~registration. ~~the~~As ~~recent~~a ~~invasion~~result, ofat ~~Ukraine by Russia and the resulting sanctions~~times, orfewer ~~increases~~attractive ~~in the cost of additional capital needed to close business combinations or operate~~ targets ~~post-business~~may ~~combination.~~be ~~This~~available, ~~could~~and ~~increase~~it ~~the~~may ~~cost~~require ofmore time, ~~delay~~more oreffort ~~otherwise~~and ~~complicate~~more orresources ~~frustrate our ability~~ to ~~find~~identify ~~and~~a ~~consummate~~suitable antarget ~~initial business combination,~~ and ~~may result in our inability~~ to consummate an initial business combination ~~on terms favorable to our investors altogether~~.

~~Changes~~21 ~~in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.~~

InTable recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue. Contents

~~The~~In ~~increased~~addition, ~~cost~~because ~~and~~there ~~decreased~~are ~~availability~~more ofspecial ~~directors~~purpose ~~and~~acquisition ~~officers~~companies ~~liability~~seeking ~~insurance~~to ~~could~~enter ~~make~~into itan ~~more~~initial ~~difficult~~business ~~and~~combination ~~more~~with ~~expensive~~available targets, the competition for usavailable totargets ~~negotiate~~with anattractive ~~initial~~fundamentals or business ~~combination.~~models Inmay ~~order~~increase, which could cause targets companies to ~~obtain~~demand ~~directors~~improved ~~and~~financial ~~officers~~terms. ~~liability~~Attractive ~~insurance~~deals orcould ~~modify~~also ~~its~~become ~~coverage~~scarcer for other reasons, such as aeconomic ~~result~~or ofindustry ~~becoming~~sector adownturns, ~~public~~geopolitical ~~company~~tensions, including the ~~post-business~~recent ~~combination~~invasion ~~entity~~of ~~might~~Ukraine ~~need~~by toRussia ~~incur~~and ~~greater~~the ~~expense~~resulting sanctions, ~~accept~~or ~~less~~increases ~~favorable~~in ~~terms~~the orcost ~~both.~~of ~~However,~~additional ~~any~~capital ~~failure~~needed to ~~obtain~~close ~~adequate~~business ~~directors~~combinations ~~and~~or ~~officers~~operate ~~liability~~targets ~~insurance~~post-business combination. This could ~~have~~increase anthe ~~adverse~~cost ~~impact~~of, ondelay ~~the~~or ~~post-business~~otherwise ~~combination’s~~complicate or frustrate our ability to ~~attract~~find and ~~retain~~consummate ~~qualified~~an ~~officers~~initial business combination, and ~~directors~~may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

20Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

~~Table~~In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of ~~Contents~~such policies have generally become less favorable. There can be no assurance that these trends will not continue.

~~(“run~~The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-~~off~~business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

WeIf we are unable to complete the Business Combination with MNG, we may seek acquisition opportunities with an early stage company, a private company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.

To the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all the significant risk factors relevant to such acquisition and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We may also seek to complete our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

We may not obtain an opinion from an independent valuation provider, and consequently, you may have no assurance from an independent source that our initial business combination is fair to our company from a financial point of view.

Unless we complete our business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. If no opinion is obtained, as is the case with our Proposed Business Combination with MNG, 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.

~~Resources~~22 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 are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

the per-share redemption amountTable of Contents

21Resources have, in the past, and could, in the future, 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 are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

~~Table~~The investigation of ~~Contents~~each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments requires 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 has, in the past, and will, if it occurs in the future, 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 are unable to 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 on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors in this section.

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.

We may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

•

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

•

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

•

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

•

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

•

our inability to pay dividends on our common stock;

•

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

•

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

•

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

•

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

•23 ~~other purposes and other disadvantages compared to our competitors who have less debt.~~

WeTable may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. Contents

We• ~~may~~other ~~complete~~purposes our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to complete our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and ~~the~~other ~~requirement~~disadvantages ~~that~~compared we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to ~~numerous economic, competitive and regulatory risks. Further, we would not be able to diversify~~ our ~~operations~~competitors orwho ~~benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may~~ have ~~the~~less ~~resources to complete several business combinations in different industries or different areas of a single industry~~debt. ~~Accordingly, the prospects for our success may be:~~

•We ~~solely~~may ~~dependent~~only ~~upon~~be able to complete one business combination with the ~~performance~~proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business, ~~property~~which ormay ~~asset;~~have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

•We ~~dependent~~may ~~upon~~complete ~~the~~our ~~development~~initial business combination with a single target business or ~~market~~multiple ~~acceptance~~target businesses simultaneously or within a short period of time. However, we may not be able to complete our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or ~~limited~~benefit ~~number~~from the possible spreading of ~~products~~risks or offsetting of losses, ~~processes~~unlike other entities which may have the resources to complete several business combinations in different industries or ~~services~~different areas of a single industry. Accordingly, the prospects for our success may be:

22• solely dependent upon the performance of a single business, property or asset; or

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

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

WeIf we are unable to complete the Proposed Business Combination with MNG, we may 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.

If we are unable to complete the Proposed Business Combination with MNG, and determine 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 investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.

We may seek business combination opportunities 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 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.

~~Our~~24 management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

WeTable may structure our initial business combination so that the post-transaction company in which our public stockholders own or acquire shares will own less than 100% of the outstanding 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 business sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in our initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the outstanding capital stock of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In such cases, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business. We cannot assure you that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. Contents

23Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

~~Table~~If we are unable to complete the Proposed Business Combination with MNG, we may structure our initial business combination so that the post-transaction company in which our public stockholders own or acquire shares will own less than 100% of ~~Contents~~the outstanding 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 business sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in our initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the outstanding capital stock of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In such cases, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business. We cannot assure you that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We 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 ~~certificate~~Amended and Restated Certificate of ~~incorporation~~Incorporation does not provide a specified maximum redemption threshold, except that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination (such that we do not then become subject to the SEC’s “penny stock” rules). 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 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 initial stockholders, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed 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 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 order to complete our initial business combination, we may seek to amend our ~~certificate~~Amended and Restated Certificate of ~~incorporation~~Incorporation or other governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete our initial business combination but that our stockholders or warrant holders may not support.

In order to complete 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, extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. In connection with the Proposed Business Combination with MNG, we intend to amend and restate the warrant agreement. We cannot assure you that we will not seek to amend our ~~certificate~~Amended and Restated Certificate of ~~incorporation~~Incorporation or other governing instruments, including to extend the time we have to consummate an initial business combination in order to complete our initial business combination.

~~our pre-business combination~~25

company’s pre-business combination activity,Table of Contents

The provisions of our Amended and Restated Certificate of Incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least 65% of our outstanding common stock, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our Amended and Restated Certificate of Incorporation and the trust agreement to facilitate the completion of an initial business combination that some of our stockholders may not support.

24Some 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 pre-business combination activity, without approval by holders of a certain percentage of the company’s stockholders. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our Amended and Restated Certificate of Incorporation provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the sale of the private placement warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of at least 65% of our outstanding 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 outstanding common stock entitled to vote thereon. In all other instances, our Amended and Restated Certificate of Incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. We may not issue additional securities that would entitle the holders thereof, prior to our initial business combination, to (1) receive funds from the trust account or (2) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our Amended and Restated Certificate of Incorporation. Our initial stockholders currently own 67.2% of our common stock, may participate in any vote to amend our Amended and Restated Certificate of Incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we are able to amend the provisions of our Amended and Restated Certificate of Incorporation which will govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our Amended and Restated Certificate of Incorporation.

~~Table~~Our initial stockholders, officers and directors have agreed, pursuant to letter agreements with us, that they will not propose any amendment to our Amended and Restated Certificate of ~~Contents~~Incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our Amended and Restated Certificate of Incorporation or to redeem 100% of our public shares if we do not complete our initial business combination by the Extended Date or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. 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 initial stockholders, officers or directors for any breach of these agreements. As a result, in the event of a breach, our public stockholders would need to pursue a stockholder derivative action, subject to applicable law.

We may be unable to obtain additional financing to complete our ~~pre-~~ initial business combination ~~behavior~~ 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.

~~or pre-initial business combination~~26

a per-share price, payableTable of Contents

WeIf ~~may~~the net proceeds of our initial public offering and the sale of the private placement warrants prove to be ~~unable~~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 ~~obtain~~redeem ~~additional~~for ~~financing~~cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to ~~complete~~purchase shares in connection with our initial business combination, we may be required to seek additional financing or to ~~fund~~abandon the ~~operations~~proposed ~~and~~business ~~growth~~combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment, including due to the effects of athe ~~target~~COVID-19 pandemic, 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, ~~which~~we ~~could~~would ~~compel~~be uscompelled to either restructure the transaction or abandon athat 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. Pursuant to the Business Combination Agreement, we cannot incur any indebtedness (other than any Working Capital Loan, however, the aggregate amount of all Working Capital Loans shall not exceed $2,000,000) unless we receive approval from MNG. The failure to secure additional financing, including as a result of failure to obtain MNG’s approval if needed, could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us 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.

IfOur ~~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 the terms of negotiated transactions to purchase shares in connection with our initial business combination, we~~ may beexert ~~required~~a tosubstantial ~~seek~~influence ~~additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available~~ on ~~acceptable~~actions ~~terms,~~requiring ifa atstockholder 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 combinationvote, wepotentially 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~~a ~~trust~~manner ~~account~~ that ~~are~~you 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~~support. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us 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.

Our initial stockholders currently own shares representing 67.2% of our issued and outstanding shares of common stock. Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our Amended and Restated Certificate of Incorporation and approval of major corporate transactions. If our initial stockholders purchase any additional shares of common stock in the open market or in privately negotiated transactions, this would increase their control. 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 is divided into three classes, each of which generally serves for a term of three years with only one class of directors being elected in each year. 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 initial stockholders, because of their ownership position, will be able to influence the outcome. Accordingly, our initial stockholders will continue to exert control at least until the completion of our business combination.

~~Our~~A ~~initial~~provision ~~stockholders currently own shares representing 20.0%~~ of our ~~issued~~warrant ~~and~~agreement ~~outstanding shares of common stock. Accordingly, they~~ may ~~exert~~make ait ~~substantial~~more ~~influence~~difficult onfor ~~actions~~us ~~requiring a stockholder vote, potentially in a manner that you do not support, including amendments~~ to ~~our~~consummate ~~certificate~~an ~~of incorporation and approval of major corporate transactions. If our~~ initial ~~stockholders~~business ~~purchase any additional shares of common stock in the open market or in privately negotiated transactions, this would increase their control~~combination. 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 certain of our initial stockholders, is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to

25If:

~~Table~~• we issue additional shares or equity-linked securities for capital raising purposes in connection with the closing of ~~Contents~~our initial business combination at a Newly Issued Price of less than $9.20 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), 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 consummation of our initial business combination (net of redemptions), and

~~elect~~• ~~new directors prior to~~ the ~~completion~~Market ofValue ~~our~~is ~~business~~below ~~combination, in which case all of the current directors will continue in office until at least the completion of the business combination~~$9.20 Ifper ~~there~~share ~~is an annual meeting,~~ (as aadjusted ~~consequence of our “staggered” board of directors, only a minority of the board of directors will be considered~~ for ~~election~~stock ~~and our initial stockholders~~splits, ~~because~~stock ~~of their ownership position~~dividends, ~~will have considerable influence regarding the outcome. Accordingly~~reorganizations, ~~our~~recapitalizations ~~initial~~and ~~stockholders will continue to exert control at least until~~ the ~~completion of our business combination.~~ like),

Athen ~~provision~~the exercise price of ~~our~~each warrant ~~agreement~~will be adjusted such that the effective exercise price per full share will 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 consummate an initial business combination with a target business.

~~If:~~27

•Table we issue additional shares 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 share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), 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 consummation of our initial business combination (net of redemptions), andContents

•Our ~~the~~search ~~Market~~for ~~Value~~a isbusiness ~~below~~combination, ~~$9.20~~and ~~per~~any ~~share~~target ~~(as~~business ~~adjusted~~with ~~for~~which ~~stock~~we ~~splits,~~ultimately ~~stock~~consummate ~~dividends,~~a ~~reorganizations~~business combination, ~~recapitalizations~~may ~~and~~be materially adversely affected by the ~~like~~coronavirus (COVID-19) pandemic and other events, and the status of debt and equity markets.

~~$18~~The COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected.00 Furthermore, we may be unable to complete a business combination if concerns relating to ~~per~~COVID-~~share~~19 ~~redemption~~continue ~~trigger~~to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 (including variant mutations of the virus) and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a business combination, such as the proposed business combination with MNG, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

~~coronavirus~~In addition, our ability to consummate a transaction may be dependent upon its ability to raise equity and debt financing which may be impacted by (COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of increased market volatility, decreased market liquidity in third-party ~~pandemic~~financing being unavailable on terms acceptable to us or at all.

~~The COVID-19 pandemic has~~Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by negative impacts on the global economy, capital markets or other geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities.

United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to ~~COVID-19~~ such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect our search for a business combination, particularly in Europe since that region includes Russia, and any target business with which ~~COVID~~ we ultimately consummate a business combination, although we are not seeking a target business in Russia. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities, cross-~~19 impacts~~ border transactions or our ability to raise equity or debt financing in connection with any particular business combination. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

~~of COVID-19 (including~~28

contain COVID-19 or treatTable of Contents

~~by COVID-19 or other~~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.

~~by COVID-19~~ The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include target historical and ~~other~~/or pro forma financial statement disclosure. 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 PCAOB standards. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination by the Extended Date.

~~Our~~Compliance ~~search~~obligations ~~for~~under athe ~~business~~Sarbanes-Oxley ~~combination,~~Act ~~and~~may ~~any~~make ~~target~~it ~~business~~more ~~with~~difficult ~~which~~for weus ~~ultimately~~to ~~consummate~~complete aour initial business combination, ~~may~~require besubstantial ~~materially~~financial ~~adversely~~and ~~affected~~management ~~by negative impacts on the global economy~~resources, ~~capital~~and ~~markets~~increase ~~or other geopolitical conditions resulting from~~ the ~~recent~~time ~~invasion of Ukraine by Russia~~ and ~~subsequent~~costs ~~sanctions~~of ~~against~~completing ~~Russia,~~an ~~Belarus and related individuals and entities~~acquisition.

~~United~~Section 404 ~~States~~of ~~and~~the ~~global~~Sarbanes-Oxley Act ~~markets~~requires ~~are~~that ~~experiencing~~we ~~volatility~~evaluate and ~~disruption~~report ~~following~~on ~~the~~our ~~escalation~~system of ~~geopolitical~~internal ~~tensions~~controls ~~and~~beginning ~~the~~with ~~recent~~our ~~invasion~~annual ofreport ~~Ukraine~~on byForm 10-K for the ~~Russia~~year inended ~~February~~December 31, 2022. InOnly ~~response~~in ~~to such invasion,~~ the ~~North~~event ~~Atlantic~~we ~~Treaty~~are ~~Organization~~deemed ~~(“NATO”) deployed additional military forces~~ to ~~eastern~~be ~~Europe,~~a ~~and~~large ~~the~~accelerated ~~United~~filer ~~States,~~or ~~the~~an ~~United~~accelerated ~~Kingdom~~filer, ~~the European Union~~ and ~~other~~no ~~countries~~longer ~~have~~qualify ~~announced~~as ~~various~~an ~~sanctions~~emerging ~~and~~growth ~~restrictive actions against Russia~~company, ~~Belarus~~will ~~and~~we ~~related~~be ~~individuals~~required ~~and~~to ~~entities,~~comply ~~including~~with the ~~removal~~independent ofregistered ~~certain~~public ~~financial~~accounting ~~institutions~~firm ~~from~~attestation ~~the~~requirement ~~Society~~on ~~for~~our ~~Worldwide~~internal ~~Interbank~~control ~~Financial~~over ~~Telecommunication~~financial ~~(SWIFT) payment system~~reporting. ~~Certain countries~~Further, ~~including~~for ~~the~~as ~~United~~long ~~States,~~as ~~have~~we ~~also~~remain ~~provided~~an ~~and~~emerging ~~may~~growth ~~continue~~company, towe ~~provide~~will ~~military~~not ~~aid~~be orrequired ~~other assistance~~ to ~~Ukraine~~comply ~~during~~with the ~~ongoing~~independent ~~military~~registered ~~conflict,~~public ~~increasing~~accounting ~~geopolitical~~firm ~~tensions~~attestation ~~with~~requirement ~~Russia.~~on ~~The~~our ~~invasion~~internal ofcontrol ~~Ukraine~~over byfinancial ~~Russia~~reporting. ~~and~~The ~~the~~fact ~~resulting measures~~ that ~~have~~we ~~been~~are ~~taken,~~a ~~and~~blank ~~could~~check becompany ~~taken~~makes incompliance with the ~~future,~~requirements byof ~~NATO,~~ the ~~United~~Sarbanes-Oxley Act ~~States,~~particularly ~~the~~burdensome ~~United~~on ~~Kingdom,~~us ~~the~~as ~~European~~compared ~~Union~~to ~~and~~ other ~~countries~~public ~~have~~companies ~~created~~because ~~global security concerns that could have~~ a ~~lasting~~target ~~impact~~business onwith ~~regional~~which ~~and~~we ~~global~~seek ~~economies.~~to ~~Although~~complete ~~the~~our ~~length~~initial ~~and~~business ~~impact~~combination ofmay ~~the~~not ~~ongoing~~be ~~military conflict~~ in ~~Ukraine~~compliance iswith ~~highly unpredictable,~~ the ~~conflict~~provisions ~~could~~of ~~lead~~the toSarbanes-Oxley Act ~~market~~regarding ~~disruptions,~~adequacy ~~including~~of ~~significant~~its ~~volatility~~internal incontrols. ~~commodity~~The ~~prices,~~development ~~credit~~of ~~and~~the ~~capital~~internal ~~markets,~~control asof ~~well~~any assuch ~~supply~~entity ~~chain~~to ~~interruptions.~~achieve ~~Additionally,~~compliance ~~Russian~~with ~~military actions and~~ the ~~resulting~~Sarbanes-Oxley Act ~~sanctions~~may ~~could~~increase ~~adversely affect~~ the ~~global~~time ~~economy~~ and ~~financial~~costs ~~markets~~necessary ~~and lead~~ to ~~instability~~complete ~~and~~any ~~lack~~such ~~of liquidity in capital markets~~acquisition.

~~Any~~Our ofAmended ~~the~~and ~~abovementioned~~Restated ~~factors,~~Certificate orof ~~any~~Incorporation ~~other negative impact on the global economy~~requires, ~~capital~~to ~~markets or other geopolitical conditions resulting from~~ the ~~Russian~~fullest ~~invasion~~extent ofpermitted ~~Ukraine~~by ~~and subsequent sanctions~~law, ~~could adversely affect our search for a business combination, particularly in Europe since~~ that ~~region~~derivative ~~includes~~actions ~~Russia,~~brought ~~and any target business with which we ultimately consummate a business combination, although we are not seeking a target business~~ in ~~Russia.~~our ~~The extent and duration of the Russian invasion of Ukraine~~name, ~~resulting~~actions ~~sanctions~~against ~~and~~our ~~any related market disruptions are impossible to predict~~directors, ~~but could be substantial~~officers, ~~particularly~~other ifemployees ~~current~~ or ~~new~~stockholders ~~sanctions continue~~ for anbreach ~~extended period~~ of ~~time~~fiduciary orduty ifand ~~geopolitical~~other ~~tensions~~similar ~~result~~actions inmay ~~expanded~~be ~~military~~brought ~~operations~~only onin ~~a global scale. Any such disruptions may also have~~ the ~~effect~~Court of ~~heightening~~Chancery ~~many~~in of the ~~other~~State ~~risks~~of ~~described~~Delaware ~~in this “Risk Factors” section~~and, ~~such~~if asbrought ~~those~~outside ~~related~~of toDelaware, the ~~market~~stockholder ~~for~~bringing ~~our~~the ~~securities,~~suit ~~cross-border~~will ~~transactions~~be ordeemed ~~our ability~~ to ~~raise~~have ~~equity~~consented orto ~~debt~~service ~~financing in connection with any particular business combination. If these disruptions or other matters~~ of ~~global~~process ~~concern~~on ~~continue~~such ~~for~~stockholder’s ~~an extensive period of time~~counsel, ~~our~~which ~~ability~~may tohave ~~consummate a business combination, or~~ the ~~operations~~effect of adiscouraging ~~target~~lawsuits ~~business~~against ~~with~~our ~~which~~directors, ~~we ultimately consummate a business combination~~officers, ~~may~~other beemployees ~~materially~~or ~~adversely affected~~stockholders.

~~Because~~Our weAmended ~~must~~and ~~furnish~~Restated ~~our~~Certificate ~~stockholders~~of ~~with~~Incorporation ~~target~~requires, ~~business~~to ~~financial~~the ~~statements~~fullest extent permitted by law, wethat derivative actions brought in our name, actions against our directors, officers and employees for breach of fiduciary duty and certain other actions may ~~lose~~be brought only in the ~~ability~~Court of Chancery in the State of Delaware, except any action (A) as to ~~complete~~which the Court of Chancery in 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. Any person or entity purchasing or otherwise ~~advantageous~~acquiring ~~initial~~any ~~business~~interest ~~combination~~in ~~with~~shares ~~some~~of ~~prospective~~our ~~target~~capital ~~businesses~~stock shall be deemed to have notice of and consented to the forum provisions in our Amended and Restated Certificate of Incorporation.

~~The~~This ~~federal~~choice ~~proxy~~of ~~rules~~forum ~~require~~provision ~~that~~may amake ~~proxy~~it ~~statement~~more ~~with~~costly, ~~respect~~or limit a stockholder’s ability, to bring a ~~vote~~claim onin a ~~business~~judicial ~~combination~~forum ~~meeting~~that ~~certain~~it ~~financial~~finds ~~significance~~favorable ~~tests~~for ~~include~~disputes ~~target~~with ~~historical~~us ~~and/~~or ~~pro~~any ~~forma~~of ~~financial~~our ~~statement~~directors, ~~disclosure~~officers or employees, which may discourage lawsuits with respect to such claims. We cannot be certain that a court will ~~include~~decide that this provision is either applicable or enforceable, and if a court were to find the ~~same~~choice ~~financial~~of ~~statement~~forum ~~disclosure~~provision contained in ~~connection~~our Amended and Restated Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with ~~our~~resolving ~~tender~~such ~~offer~~action ~~documents~~in other jurisdictions, ~~whether~~which orcould harm our business, operating results and financial condition.

2629

~~not~~Our ~~they~~Amended ~~are~~and ~~required~~Restated ~~under~~Certificate ~~the~~of ~~tender~~Incorporation ~~offer~~provides ~~rules.~~that ~~These~~the ~~financial~~exclusive ~~statements~~forum ~~may~~provision will be ~~required~~applicable to bethe ~~prepared~~fullest inextent ~~accordance~~permitted ~~with,~~by orapplicable belaw, ~~reconciled~~subject to, ~~GAAP~~certain orexceptions. ~~IFRS,~~Section 27 ~~depending~~of on the ~~circumstances~~Exchange ~~and~~Act ~~the~~creates ~~historical~~exclusive ~~financial~~federal ~~statements~~jurisdiction ~~may~~over beall ~~required~~suits brought to beenforce ~~audited~~any induty ~~accordance~~or ~~with~~liability ~~PCAOB~~created ~~standards.~~by ~~These~~the ~~financial~~Exchange ~~statement~~Act ~~requirements~~or ~~may~~the ~~limit~~rules ~~the~~and ~~pool~~regulations ofthereunder. ~~potential~~As ~~target~~a ~~businesses~~result, wethe ~~may~~exclusive ~~acquire~~forum ~~because~~provision ~~some~~will ~~targets~~not ~~may~~apply beto ~~unable~~suits brought to ~~provide~~enforce ~~such~~any ~~financial~~duty ~~statements~~or inliability ~~time~~created ~~for~~by usthe toExchange ~~disclose~~Act ~~such~~or ~~financial~~any ~~statements~~other inclaim ~~accordance~~for ~~with~~which the federal ~~proxy~~courts ~~rules~~have ~~and~~exclusive ~~complete~~jurisdiction. ~~our~~In ~~initial~~addition, ~~business~~the ~~combination~~exclusive byforum ~~December 22~~provision will not apply to actions brought under the Securities Act, ~~2022~~or the rules and regulations thereunder.

~~Compliance~~If ~~obligations~~we ~~under~~complete ~~the~~our ~~Sarbanes-Oxley~~initial ~~Act~~business ~~may~~combination ~~make~~with ita ~~more~~company ~~difficult~~with ~~for~~operations usor toopportunities ~~complete~~outside ~~our~~of ~~initial~~the ~~business~~United ~~combination~~States, ~~require~~such ~~substantial~~as ~~financial~~MNG, ~~and~~we ~~management~~would ~~resources,~~be ~~and~~subject ~~increase~~to ~~the~~a ~~time~~variety ~~and~~of ~~costs~~additional ofrisks ~~completing~~that anmay ~~acquisition~~negatively impact our operations.

~~Form 10-K for~~ If we complete our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

~~Our~~• ~~certificate~~higher ofcosts ~~incorporation~~and ~~requires,~~difficulties toinherent ~~the fullest extent permitted by law, that derivative actions brought~~ in ~~our~~managing ~~name,~~cross-border ~~actions~~business ~~against~~operations ~~our directors, officers, other employees or stockholders for breach of fiduciary duty~~ and ~~other~~complying ~~similar~~with ~~actions~~different ~~may~~commercial ~~be brought only in the Court of Chancery in the State of Delaware~~ and, iflegal ~~brought~~requirements ~~outside~~ of ~~Delaware,~~overseas the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders. markets;

~~Our~~• ~~certificate~~rules ~~of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers~~ and ~~employees~~regulations ~~for~~regarding ~~breach~~currency of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in 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. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our certificate of incorporation. redemption;

~~This~~• ~~choice~~complex ofcorporate ~~forum~~withholding ~~provision~~taxes ~~may~~on make it more costly, or limit a stockholder’s ability, to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or employees, which may discourage lawsuits with respect to such claims. We cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition. individuals;

~~Our~~• ~~certificate~~laws ofgoverning ~~incorporation provides that~~ the ~~exclusive~~manner ~~forum~~in provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which ~~the~~future ~~federal~~business ~~courts~~combinations ~~have~~may ~~exclusive~~be ~~jurisdiction. In addition, the exclusive forum provision will not apply to actions brought under the Securities Act, or the rules and regulations thereunder.~~ effected;

27• exchange listing and/or delisting requirements;

~~Table~~• oftariffs ~~Contents~~and trade barriers;

If• weregulations ~~complete~~related ~~our initial business combination with a company with operations or opportunities outside of the United States, we would be subject~~ to acustoms ~~variety~~and ofimport/export ~~additional risks that may negatively impact our operations.~~ matters;

If• welocal ~~complete our initial business combination with a company with operations~~ or ~~opportunities~~regional ~~outside~~economic ofpolicies ~~the~~and ~~United~~market ~~States, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:~~ conditions;

• ~~higher~~underdeveloped ~~costs~~or ~~and~~unpredictable ~~difficulties~~legal ~~inherent~~or inregulatory ~~managing~~systems ~~cross-border business operations~~ and ~~complying~~unexpected ~~with~~changes ~~different~~in ~~commercial~~regulatory ~~and legal~~ requirements ~~of overseas markets~~;

• ~~rules~~longer payment cycles and ~~regulations~~challenges ~~regarding~~in ~~currency~~collecting ~~redemption~~accounts receivable;

• ~~complex~~tax ~~corporate~~issues, ~~withholding~~such ~~taxes~~as ontax ~~individuals~~law changes and variations in tax laws as compared to the United States;

• ~~laws~~currency ~~governing~~fluctuations ~~the~~and ~~manner~~exchange ~~in which future business combinations may be effected~~controls;

• ~~exchange~~rates ~~listing~~of ~~and/or delisting requirements~~inflation;

• ~~tariffs~~cultural and ~~trade~~language ~~barriers~~differences;

• ~~regulations~~employment ~~related to customs and import/export matters~~regulations;

• ~~local~~regime orchanges ~~regional economic policies~~ and ~~market~~political ~~conditions~~upheaval;

• ~~underdeveloped~~corruption, orcrime, ~~unpredictable~~strikes, ~~legal~~riots, orcivil ~~regulatory~~disturbances, ~~systems~~terrorist attacks, natural disasters and ~~unexpected~~wars, ~~changes~~such inas ~~regulatory~~the ~~requirements~~recent invasion of Ukraine by Russia;

• ~~longer~~deterioration ~~payment~~of ~~cycles~~political ~~and~~relations ~~challenges~~with inthe ~~collecting~~United ~~accounts receivable~~States; and

• ~~tax~~government ~~issues,~~appropriation ~~such~~of ~~as tax law changes and variations in tax laws as compared to the United States;~~assets.

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

•30 ~~rates of inflation;~~

•Table culturalof and language differences;Contents

•If ~~employment~~we ~~regulations;~~effect a business combination with a company located outside of the United States such as MNG, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights.

•If ~~regime~~we ~~changes~~effect a business combination with a company located outside of the United States, the laws of the country in which such company operates will likely govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and ~~political~~the ~~upheaval;~~enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

•If ~~corruption,~~our ~~crime,~~management ~~strikes,~~following ~~riots,~~our ~~civil~~initial ~~disturbances~~business combination is unfamiliar with U.S. securities laws, ~~terrorist~~as ~~attacks~~may be the case with MNG, ~~natural~~they ~~disasters~~may have to expend time and ~~wars,~~resources becoming familiar with such aslaws, ~~the~~which ~~recent~~could ~~invasion~~lead ofto ~~Ukraine~~various byregulatory ~~Russia;~~issues.

•Following ~~deterioration~~our initial business combination, any or all of ~~political~~our ~~relations~~management ~~with~~could resign from their positions as officers of the ~~United~~post-business ~~States;~~combination company, and the management of the target business at the time of the business combination could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

•Risks ~~government~~Relating ~~appropriation~~to ofOur ~~assets.~~Securities

WeThe ~~may~~NYSE ~~not be able to adequately address these additional risks. If we were unable to do so, we~~ may bedelist ~~unable~~our tosecurities ~~complete~~from ~~such~~trading ~~initial~~on ~~business~~its ~~combination~~exchange, ~~or,~~which ifcould welimit ~~complete~~investors’ ~~such~~ability ~~combination,~~to ~~our~~make ~~operations~~transactions ~~might~~in ~~suffer, either of which may adversely impact~~ our ~~business,~~securities ~~financial~~and ~~condition~~subject ~~and~~us ~~results~~to ofadditional ~~operations~~trading restrictions.

IfOur wesecurities ~~effect~~have abeen ~~business~~listed ~~combination~~on ~~with~~the aNYSE. ~~company~~We ~~located~~cannot ~~outside~~assure ofyou that our securities will continue to be listed on the ~~United~~NYSE ~~States,~~in the ~~laws~~future ~~applicable~~or prior to ~~such~~our ~~company~~initial ~~will~~business ~~likely~~combination. ~~govern~~In ~~all~~order ofto continue listing our ~~material~~securities ~~agreements~~on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally, we ~~may~~must ~~not~~maintain bea ~~able~~minimum tomarket ~~enforce~~capitalization (generally $50,000,000) and a minimum number of holders of our ~~legal~~securities ~~rights~~(generally 300 public holders).

IfAdditionally, wein ~~effect~~connection awith our initial business combination, ~~with~~we awill ~~company~~be ~~located~~required ~~outside~~to ofdemonstrate ~~the~~compliance ~~United~~with ~~States,~~ the ~~laws~~NYSE’s ofinitial ~~the~~listing ~~country~~requirements, in which ~~such~~are ~~company~~more ~~operates~~rigorous ~~will~~than ~~likely~~the ~~govern~~NYSE’s ~~almost~~continued ~~all~~listing ofrequirements, ~~the~~in ~~material~~order ~~agreements~~to ~~relating~~continue to ~~its~~maintain ~~operations.~~the Welisting ~~cannot~~of ~~assure~~our ~~you~~securities ~~that~~on the ~~target~~NYSE. ~~business~~For ~~will~~instance, our share price would generally be ~~able~~required to ~~enforce~~be ~~any~~at ofleast ~~its~~$4.00 ~~material~~per ~~agreements~~share, orour ~~that~~global ~~remedies~~market ~~will~~capitalization would be ~~available~~required into ~~this~~be ~~new~~at ~~jurisdiction.~~least ~~The~~$200 ~~system~~million, ofthe ~~laws~~aggregate ~~and~~market ~~the~~value ~~enforcement~~ of ~~existing~~our ~~laws~~publicly-held inshares ~~such~~would ~~jurisdiction~~be ~~may~~required ~~not~~to be asat ~~certain~~least in$40 ~~implementation~~million and ~~interpretation~~we aswould inbe ~~the~~required ~~United~~to ~~States.~~have ~~The~~a ~~inability~~minimum toof ~~enforce~~400 orround ~~obtain~~lot aholders ~~remedy~~and ~~under~~1,100,000 ~~any~~publicly ofheld ~~our~~shares. ~~future~~We ~~agreements~~cannot ~~could~~assure ~~result~~you inthat awe ~~significant~~will ~~loss~~be ofable ~~business,~~to ~~business~~meet ~~opportunities~~those orinitial ~~capital~~listing requirements at that time.

28If the NYSE delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an 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;

~~Risks~~• ~~Relating~~reduced toliquidity ~~Our~~for ~~Securities~~our securities;

~~The~~• ~~NYSE~~a ~~may~~determination ~~delist~~that our ~~securities~~Class ~~from~~A ~~trading~~common onstock ~~its~~is ~~exchange,~~a ~~which~~“penny ~~could~~stock” ~~limit~~which ~~investors’~~will ~~ability~~require tobrokers ~~make transactions in our securities and subject us to additional~~ trading ~~restrictions.~~

~~Our~~• ~~securities have been listed on the NYSE. We cannot assure you that our securities will continue to be listed on the NYSE~~ in ~~the future or prior to~~ our ~~initial~~Class ~~business~~A ~~combination.~~common Instock ~~order~~ to ~~continue~~adhere ~~listing our securities on the NYSE prior~~ to ~~our~~more ~~initial~~stringent ~~business~~rules ~~combination, we must maintain certain financial, distribution~~ and ~~stock~~possibly ~~price~~result ~~levels.~~in ~~Generally, we must maintain~~ a ~~minimum~~reduced ~~market~~level ~~capitalization~~of ~~(generally~~trading ~~$50,000,000)~~activity ~~and~~in athe ~~minimum~~secondary ~~number~~trading ofmarket ~~holders~~for of our securities ~~(generally 300 public holders).~~ ;

~~Additionally,~~• ina ~~connection~~limited ~~with~~amount our initial business combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of ~~our~~news securities on the NYSE. For instance, our share price would generally be required to be at least $4.00 per share, our global market capitalization would be required to be at least $200 million, the aggregate market value of our publicly-held shares would be required to be at least $40 million and weanalyst ~~would~~coverage; ~~be required to have a minimum of 400 round lot holders~~ and ~~1,100,000 publicly held shares. We cannot assure you that we will be able to meet those initial listing requirements at that time.~~

~~over-~~• a decreased ability to issue additional securities or obtain additional financing in the~~-counter~~ future.

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

•Table reducedof liquidity for our securities;Contents

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

•If inwe seek stockholder approval of our ~~Class~~initial Abusiness ~~common~~combination ~~stock~~and towe ~~adhere~~do not conduct redemptions pursuant to ~~more~~the ~~stringent~~tender offer rules, and ~~possibly~~if ~~result~~you inor a ~~reduced~~“group” ~~level~~ of ~~trading~~stockholders ~~activity~~are deemed to hold in excess of 15% of our Class A common stock, you will lose the ~~secondary~~ability ~~trading~~to ~~market~~redeem ~~for~~all such shares in excess of 15% of our ~~securities;~~Class A common stock.

•If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Amended and Restated Certificate of Incorporation provides that a ~~limited~~public ~~amount~~stockholder, together with any affiliate of ~~news~~such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering (the “Excess Shares”), without our prior consent. However, our Amended and ~~analyst~~Restated ~~coverage;~~Certificate of Incorporation does not restrict 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 stock in open market transactions, potentially at a loss.

•We ahave ~~decreased~~not ~~ability~~registered tothe ~~issue~~shares ~~additional~~of ~~securities~~Class A common stock issuable upon exercise of the warrants under the Securities Act or ~~obtain~~any ~~additional~~state ~~financing~~securities laws at this time, and such registration may not be in ~~the~~place ~~future~~when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

~~The~~We ~~National~~have ~~Securities~~not ~~Markets~~registered ~~Improvement~~the ~~Act~~shares of ~~1996,~~Class A ~~which~~common isstock aissuable ~~federal~~upon ~~statute,~~exercise ~~prevents~~of ~~or preempts~~ the ~~states~~warrants ~~from~~under ~~regulating~~ the ~~sale~~Securities ofAct ~~certain~~or ~~securities,~~any ~~which~~state ~~are~~securities ~~referred~~laws toat asthis ~~“covered securities~~time.” ~~Because~~However, ~~our~~under ~~securities~~the ~~are~~terms ~~listed~~of on the ~~NYSE~~warrant agreement, ~~our~~we ~~securities~~have ~~are~~agreed ~~covered~~that ~~securities~~as ~~under~~soon ~~such~~as ~~statute.~~practicable, ~~Although~~but ~~the~~in ~~states~~no ~~are~~event ~~preempted~~later ~~from~~than ~~regulating~~15 ~~the~~business ~~sale~~days ofafter ~~covered securities,~~ the ~~federal~~closing ~~statute~~of ~~does~~our ~~allow~~initial ~~the~~business ~~states~~combination, towe ~~investigate~~will ~~companies~~use ifour ~~there~~reasonable isbest aefforts ~~suspicion~~to ~~of fraud~~file, and, ifwithin ~~there~~60 isbusiness adays ~~finding~~following ofour ~~fraudulent~~initial ~~activity,~~business ~~then~~combination ~~the~~to ~~states~~have ~~can~~declared ~~regulate~~effective, ora ~~bar~~registration statement covering the ~~sale~~issuance of ~~covered~~the ~~securities~~shares inof aClass A ~~particular~~common ~~case.~~stock ~~While~~issuable weupon ~~are~~exercise ~~not aware~~ of athe ~~state~~warrants. ~~having~~We ~~used~~will ~~these~~use ~~powers~~our toreasonable ~~prohibit~~best orefforts ~~restrict~~to maintain the ~~sale~~effectiveness of ~~securities~~such ~~issued~~registration bystatement ~~blank~~and ~~check~~a ~~companies,~~current ~~other~~prospectus ~~than~~relating ~~the~~to ~~State~~those shares of ~~Idaho,~~Class A ~~certain~~common ~~state~~stock ~~securities~~until ~~regulators~~the ~~view~~warrants ~~blank~~expire ~~check~~or ~~companies~~are ~~unfavorably~~redeemed. ~~and~~We ~~might~~cannot ~~use~~assure ~~these~~you ~~powers,~~that orwe ~~threaten~~will be able to ~~use~~do ~~these~~so ~~powers~~if, tofor ~~hinder~~example, ~~the~~any ~~sale~~facts ofor ~~securities~~events ofarise ~~blank~~which ~~check~~represent ~~companies~~a infundamental ~~their~~change ~~states.~~in ~~Further,~~the ifinformation weset ~~were~~forth noin ~~longer~~the ~~listed~~registration onstatement ~~the~~or ~~NYSE~~prospectus, ~~our~~the ~~securities~~financial ~~would~~statements ~~not~~contained ~~qualify~~or asincorporated ~~covered~~by ~~securities~~reference ~~under~~therein ~~such~~are ~~statute~~not ~~and~~current, wecomplete ~~would~~or becorrect ~~subject~~or tothe ~~regulation~~SEC inissues ~~each~~a ~~state~~stop ~~in which we offer our securities~~order.

If wethe ~~seek~~shares ~~stockholder approval~~ of our ~~initial~~Class A ~~business~~common ~~combination~~stock ~~and~~issuable weupon doexercise ~~not~~of ~~conduct~~the ~~redemptions~~warrants ~~pursuant~~are tonot ~~the~~registered ~~tender~~under ~~offer~~the ~~rules~~Securities Act, ~~and~~we ifwill ~~you~~be orrequired ato ~~“group”~~permit ofholders ~~stockholders~~to ~~are~~exercise ~~deemed~~their towarrants ~~hold~~on a cashless basis in ~~excess~~which case the number of ~~15%~~shares of our Class A common stock, that you will ~~lose~~receive ~~the~~upon ~~ability~~cashless exercise will be based on a formula subject to ~~redeem~~a ~~all~~maximum ~~such~~number of shares inequal ~~excess~~to of0.361 ~~15%~~shares of our Class A common stock per warrant (subject to adjustment). 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, or an exemption from registration is available.

2932

IfNotwithstanding wethe ~~seek~~above, ~~stockholder~~if ~~approval of~~ our ~~initial~~Class A ~~business~~common ~~combination~~stock ~~and~~is weat ~~do not conduct redemptions in connection with our initial business combination pursuant to~~ the ~~tender~~time ~~offer rules, our certificate~~ of ~~incorporation provides that a public stockholder, together with~~ any ~~affiliate~~exercise of ~~such~~a ~~stockholder~~warrant ornot ~~any~~listed ~~other~~on ~~person~~a ~~with~~national ~~whom~~securities exchange such ~~stockholder~~that isit ~~acting~~satisfies inthe ~~concert~~definition orof as a “~~group~~covered security” ~~(as defined~~ under Section 1318(b)(1) of the ~~Exchange~~Securities Act), ~~will~~we bemay, ~~restricted~~at ~~from~~our ~~redeeming~~option, ~~its~~require ~~shares~~holders ~~with respect to more than an aggregate~~ of ~~15%~~public ofwarrants ~~the~~who ~~shares~~exercise ~~sold~~their inwarrants ~~our~~to ~~initial~~do ~~public~~so ~~offering~~on ~~(the~~a “~~Excess~~cashless ~~Shares~~basis”), ~~without~~in ~~our~~accordance ~~prior~~with ~~consent. However, our certificate of incorporation does not restrict our stockholders’ ability to vote all of their shares~~ Section 3(~~including Excess Shares~~a)(9) ~~for~~of ~~or against our initial business combination. Your inability to redeem~~ the ~~Excess~~Securities ~~Shares~~Act ~~will reduce your influence over our ability to complete our initial business combination~~ and, ~~you could suffer a material loss on your investment~~ in usthe ifevent ~~you~~we ~~sell~~so ~~Excess Shares in open market transactions. Additionally~~elect, ~~you~~we will not ~~receive~~be ~~redemption~~required ~~distributions with respect~~ to ~~the~~file ~~Excess~~or ~~Shares~~maintain ifin weeffect ~~complete~~a ~~our~~registration ~~initial~~statement, ~~business~~but ~~combination.~~we ~~And~~will asbe arequired ~~result,~~to ~~you~~use ~~will~~our ~~continue~~best efforts to ~~hold~~register ~~that~~or ~~number~~qualify ofthe shares ~~exceeding~~under ~~15%~~applicable ~~and,~~blue insky ~~order~~laws to ~~dispose~~the ofextent ~~such~~an ~~shares,~~exemption ~~would~~is benot ~~required to sell your stock in open market transactions, potentially at a loss~~available.

WeIn ~~have~~no event will we be required to net cash settle any warrant. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no 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 Class A common stock ~~issuable~~included ~~upon~~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 public warrants ~~under~~included ~~the~~as ~~Securities~~part ~~Act~~of orunits ~~any~~sold ~~state~~in ~~securities~~our ~~laws~~initial atpublic ~~this~~offering. ~~time~~In such an instance, our sponsor and ~~such~~its ~~registration~~permitted transferees (which may ~~not~~include beour indirectors, ~~place~~members ~~when~~of anour ~~investor~~strategic ~~desires~~advisory group and executive officers) would be able to exercise their warrants, ~~thus~~and ~~precluding~~sell ~~such~~the ~~investor~~common ~~from~~stock ~~being~~underlying their warrants while holders of our public warrants would not be able to exercise ~~its~~their warrants ~~except~~and onsell athe ~~cashless~~underlying ~~basis~~common stock. If and ~~potentially~~when ~~causing~~the ~~such~~warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to ~~expire~~exercise ~~worthless~~their warrants.

WeOur ~~have~~ability ~~not~~to ~~registered~~require ~~the~~holders ~~shares~~ of ~~Class A~~our ~~common~~warrants ~~stock~~to ~~issuable upon~~ exercise ofsuch ~~the~~ warrants ~~under~~on ~~the~~a ~~Securities~~cashless ~~Act~~basis orafter ~~any~~we ~~state~~call ~~securities laws at this time. However, under~~ the ~~terms~~warrants offor ~~the~~redemption ~~warrant~~or ~~agreement,~~if wethere ~~have~~is ~~agreed that as soon as practicable, but in~~ no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the ~~issuance of the~~ shares of our Class A common stock issuable upon exercise of ~~the~~these warrants. We will ~~use~~cause ~~our~~holders ~~reasonable best efforts~~ to ~~maintain~~receive ~~the~~fewer ~~effectiveness of such registration statement and a current prospectus relating to those~~ shares of our Class A common stock ~~until~~upon ~~the~~their ~~warrants~~exercise ~~expire~~of orthe ~~are~~warrants ~~redeemed.~~than Wethey ~~cannot~~would ~~assure~~have ~~you~~received ~~that~~had wethey ~~will~~been be able to dopay sothe ~~if,~~exercise ~~for~~price ~~example,~~of ~~any~~their ~~facts~~warrants ~~or events arise which represent a fundamental change~~ in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop ordercash.

If we call the ~~shares~~warrants offor redemption, we will have the option, in our ~~Class A~~sole ~~common~~discretion, ~~stock~~to ~~issuable~~require ~~upon~~all ~~exercise~~holders ofthat ~~the~~wish to exercise warrants ~~are~~to ~~not~~do ~~registered~~so ~~under~~on ~~the~~a ~~Securities~~cashless ~~Act,~~basis weunder ~~will~~certain becircumstances. ~~required~~If we choose to ~~permit~~require holders to exercise their warrants on a cashless basis inor ~~which~~if ~~case~~holders elect to do so when there is no effective registration statement, the number of shares of our Class A common stock ~~that~~received ~~you~~by ~~will~~a ~~receive~~holder upon ~~cashless~~ exercise will be ~~based~~fewer onthan ait ~~formula~~would ~~subject~~have tobeen ahad ~~maximum~~such ~~number~~holder ofexercised ~~shares~~his ~~equal~~or toher 0warrant for cash.~~361~~ For example, if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the shares of our Class A common stock ~~per~~have ~~warrant~~a ~~(subject~~fair tomarket ~~adjustment)~~value of $17.50 ~~However,~~per noshare ~~such~~when ~~warrant~~there ~~will~~is beno ~~exercisable~~effective ~~for~~registration ~~cash~~statement, orthen onupon athe cashless ~~basis~~exercise, ~~and~~the weholder will ~~not~~receive be300 ~~obligated~~shares toof ~~issue~~our ~~any~~Class A common stock. The holder would have received 875 shares toof ~~holders~~our ~~seeking~~Class A tocommon stock if the exercise ~~their~~price ~~warrants,~~was ~~unless~~paid in cash. This will have the ~~issuance~~effect of reducing the ~~shares~~potential ~~upon~~“upside” ~~such~~of ~~exercise~~the isholder’s ~~registered~~investment orin ~~qualified~~our ~~under~~company because the ~~securities~~warrant ~~laws~~holder ofwill ~~the~~hold ~~state~~a smaller number of ~~the~~shares ~~exercising~~of ~~holder,~~our orClass A ancommon ~~exemption~~stock ~~from~~upon ~~registration~~a iscashless ~~available~~exercise of the warrants they hold.

~~Notwithstanding~~The ~~the~~warrants ~~above,~~may ifbecome ~~our~~exercisable ~~Class A~~and ~~common~~redeemable ~~stock~~for ~~is at the time of any exercise of~~ a ~~warrant~~security ~~not~~other ~~listed~~than ~~on a national securities exchange such that it satisfies~~ the ~~definition~~shares of aour ~~“covered security” under Section~~Class ~~18(b)(1)~~A ofcommon ~~the Securities Act~~stock, ~~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, inyou ~~the event we so elect, we~~ will not behave ~~required~~any toinformation ~~file~~regarding orsuch ~~maintain~~other insecurity ~~effect~~at athis ~~registration statement, but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available~~time.

In nocertain ~~event~~situations, ~~will~~including if we beare ~~required~~not ~~to net cash settle any warrant. If~~ the ~~issuance~~surviving ofentity ~~the~~in ~~shares~~our ~~upon~~initial ~~exercise~~business ofcombination, the warrants ~~is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant~~ may ~~have~~become noexercisable ~~value~~for ~~and expire worthless. In such event, holders who acquired their warrants as part of~~ a ~~purchase~~security ofother ~~units~~than ~~will have paid~~ the ~~full unit purchase price solely for the~~ shares of our Class A common stock ~~included in the units~~. ~~There~~As ~~may be~~ a ~~circumstance~~result, ~~where~~if anthe ~~exemption~~surviving ~~from~~company ~~registration~~redeems ~~exists~~your ~~for holders of our private placement~~ warrants ~~to exercise their warrants while a corresponding exemption does not exist~~ for ~~holders~~securities ofpursuant to the ~~public~~warrant ~~warrants included as part of units sold in our initial public offering. In such an instance~~agreement, ~~our~~you ~~Sponsor and its permitted transferees (which~~ may ~~include~~receive ~~our~~a ~~directors,~~security ~~members~~in ofa ~~our~~company ~~strategic advisory group and executive officers) would be able to exercise their warrants and sell the common stock underlying their warrants while holders~~ of ~~our~~which ~~public~~you ~~warrants~~do ~~would~~ not behave ~~able~~information toat ~~exercise~~this ~~their warrants and sell the underlying common stock~~time. IfPursuant ~~and~~to ~~when~~ the ~~warrants~~warrant ~~become redeemable by us~~agreement, wethe ~~may~~surviving ~~exercise~~company ~~our~~will ~~redemption~~be ~~right~~required ~~even~~to ifuse wereasonable ~~are~~best ~~unable~~efforts to register ~~or qualify~~ the ~~underlying~~issuance ~~shares~~ of ~~Class A~~the ~~common~~security ~~stock~~underlying ~~for sale under all applicable state securities laws. As a result, we may redeem~~ the warrants aswithin ~~set~~fifteen ~~forth~~business ~~above~~days ~~even~~of if the ~~holders~~closing ~~are~~of ~~otherwise~~an ~~unable~~initial tobusiness ~~exercise their warrants~~combination.

3033

~~Our~~The ~~ability~~grant ~~to require holders~~ of ~~our~~registration ~~warrants~~rights to ~~exercise~~our ~~such~~initial ~~warrants~~stockholders onmay amake ~~cashless~~it ~~basis~~more ~~after~~difficult weto ~~call~~complete ~~the~~our ~~warrants~~initial ~~for~~business ~~redemption~~combination, orand ~~if there is no effective registration statement covering~~ the ~~shares~~future ~~of our Class A common stock issuable upon~~ exercise of ~~these~~such ~~warrants~~rights ~~will~~may ~~cause~~adversely ~~holders~~affect tothe ~~receive~~market ~~fewer~~price ~~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~~.

IfPursuant weto ~~call~~a ~~the~~registration ~~warrants~~rights ~~for redemption~~agreement, weour ~~will~~initial ~~have~~stockholders ~~the~~and ~~option,~~their inpermitted ~~our~~transferees ~~sole~~can ~~discretion,~~demand tothat ~~require~~we ~~all~~register ~~holders~~the ~~that~~resale ~~wish~~of totheir ~~exercise~~founder ~~warrants~~shares, toafter dothose soshares onconvert ato ~~cashless~~shares ~~basis~~of ~~under~~our ~~certain~~Class A ~~circumstances~~common stock. IfIn weaddition, ~~choose to require~~ holders toof ~~exercise~~our ~~their~~private placement warrants onand atheir ~~cashless~~permitted ~~basis~~transferees orcan ifdemand ~~holders~~that ~~elect~~we toregister dothe soresale ~~when~~of ~~there~~the isprivate noplacement ~~effective~~warrants ~~registration~~and ~~statement,~~ the ~~number of~~ shares of ~~our~~ Class A common stock ~~received~~issuable ~~by a holder~~ upon exercise ~~will~~of bethe ~~fewer~~private ~~than~~placement itwarrants, ~~would~~and ~~have~~holders ~~been~~of ~~had~~warrants ~~such~~that ~~holder~~may ~~exercised~~be ~~his~~issued orupon ~~her~~conversion ~~warrant~~of ~~for~~working ~~cash.~~capital ~~For~~loans ~~example,~~may ifdemand ~~the~~that ~~holder~~we isregister ~~exercising~~the ~~875~~resale ~~public~~of such warrants ator ~~$11.50~~the ~~per~~Class A ~~share~~common ~~through~~stock aissuable ~~cashless~~upon exercise ~~when~~of ~~the~~such ~~shares~~warrants. ofWe ~~our~~will ~~Class A~~bear ~~common~~the ~~stock~~cost ~~have~~of aregistering ~~fair~~these ~~market~~securities. ~~value~~The ofregistration ~~$17.50~~and ~~per~~availability ~~share~~of ~~when~~such ~~there~~a issignificant nonumber ~~effective~~of ~~registration~~securities ~~statement,~~for ~~then~~trading ~~upon~~in the ~~cashless~~public ~~exercise,~~market ~~the~~may ~~holder~~have ~~will~~an ~~receive~~adverse ~~300~~effect ~~shares~~on the market price of our Class A common stock. ~~The~~In ~~holder~~addition, ~~would~~the ~~have~~existence ~~received~~of ~~875~~the ~~shares~~registration ofrights ~~our~~may ~~Class A~~make ~~common~~our ~~stock~~initial ifbusiness ~~the~~combination ~~exercise~~more ~~price~~costly ~~was~~or ~~paid~~difficult into ~~cash~~conclude. This ~~will~~is ~~have~~because the ~~effect~~shareholders of ~~reducing~~ the ~~potential~~target ~~“upside”~~business ofmay increase the ~~holder’s~~equity ~~investment~~stake they seek in ~~our~~the ~~company~~combined ~~because~~entity ~~the~~or ~~warrant~~ask ~~holder~~for ~~will~~more ~~hold~~cash aconsideration ~~smaller~~to ~~number~~offset ofthe ~~shares~~negative impact on the market price of our Class A common stock ~~upon~~that ais ~~cashless~~expected ~~exercise~~when the common stock owned by our initial stockholders, holders of ~~the~~our private placement warrants ~~they~~or ~~hold~~holders of our working capital loans or their respective permitted transferees are registered for resale.

~~The~~We ~~warrants~~ may ~~become~~issue ~~exercisable~~additional ~~and~~shares ~~redeemable~~of ~~for~~our aClass A ~~security~~common ~~other~~stock ~~than~~or ~~the~~preferred ~~shares~~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 Class A common stock, ~~and~~upon ~~you~~the ~~will~~conversion ~~not~~of ~~have~~the ~~any~~Class ~~information~~B ~~regarding~~common ~~such~~stock ~~other~~at ~~security~~a ratio greater than one-to-one at ~~this~~the time of our initial business combination as a result of the antidilution 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.

InOur ~~certain~~Amended ~~situations,~~and ~~including~~Restated ifCertificate weof ~~are~~Incorporation ~~not~~authorizes the ~~surviving~~issuance ~~entity~~of inup ~~our~~to ~~initial~~200,000,000 ~~business~~shares ~~combination~~of Class A common stock, ~~the~~par ~~warrants~~value ~~may~~$0.0001 ~~become~~per ~~exercisable~~share, ~~for~~20,000,000 ashares ~~security~~of ~~other~~Class ~~than~~B ~~the~~common stock, par value $0.0001 per share, and 1,000,000 shares of ~~our~~preferred stock, par value $0.0001 per share. As of March 27, 2023, there were 195,791,421 and 11,375,000 authorized and unissued shares of Class A common stock. Asand aClass ~~result~~B common stock, ifrespectively, which amount does not take into account the ~~surviving~~shares ~~company~~of ~~redeems~~Class A ~~your~~common ~~warrants~~stock reserved for ~~securities~~issuance ~~pursuant~~upon toexercise of any outstanding warrants or the ~~warrant~~shares ~~agreement,~~of ~~you~~Class A ~~may~~common ~~receive~~stock aissuable ~~security~~upon inconversion aof ~~company~~Class B common stock. As of ~~which~~March 27, ~~you~~2023, dothere ~~not~~are ~~have~~no ~~information~~shares atof ~~this~~preferred ~~time~~stock issued and outstanding. ~~Pursuant~~Shares toof ~~the~~Class ~~warrant~~B ~~agreement,~~common ~~the~~stock ~~surviving~~are ~~company~~convertible ~~will~~into beshares ~~required~~of toour ~~use~~Class A ~~reasonable~~common ~~best~~stock ~~efforts~~initially at a one-for-one ratio but subject to ~~register~~adjustment ~~the~~as ~~issuance~~set offorth ~~the~~herein, ~~security~~including ~~underlying~~in ~~the~~certain ~~warrants~~circumstances ~~within~~in ~~fifteen~~which ~~business~~we ~~days~~issue ofClass A ~~the~~common ~~closing~~stock ofor anequity-linked securities related to our initial business combination.

~~The~~We ~~grant~~may issue a substantial number of ~~registration~~additional ~~rights~~shares of common or preferred stock to complete our initial ~~stockholders~~business combination (including pursuant to a specified future issuance) or under an employee incentive plan after completion of our initial business combination. We may ~~make~~also itissue ~~more~~shares ~~difficult~~of Class A common stock to ~~complete~~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 antidilution provisions contained in our Amended and Restated Certificate of Incorporation. Our Class B common stock shall only be convertible at the ~~future~~time ~~exercise~~of our initial business combination. However, our Amended and Restated Certificate of ~~such~~Incorporation ~~rights~~provides, among other things, that prior to our initial business combination, we may ~~adversely~~not ~~affect~~issue additional securities that would entitle the ~~market~~holders ~~price~~thereof, ofto (1) receive funds from the trust account or (2) vote as a class with our ~~Class~~public shares (a) Aon ~~common~~any initial business combination or (b) to approve an amendment to our Amended and Restated Certificate of Incorporation. The restriction on issuing additional shares of capital stock described in the prior sentence will expire upon consummation of our initial business combination. The issuance of additional shares of common or preferred stock:

~~Pursuant~~• tomay asignificantly ~~registration~~dilute ~~rights agreement, our initial stockholders and their permitted transferees can demand that we register~~ the ~~resale~~equity ofinterest ~~their founder shares, after those shares convert to shares~~ of ~~our~~investors ~~Class A~~in ~~common stock. In addition, holders of~~ our ~~private~~initial ~~placement~~public warrants and their permitted transferees can demand that we register the resale of the private placement warrants and the shares of Class A common stock issuable upon exercise of the private placement warrantsoffering, ~~and~~which ~~holders~~dilution ofwould ~~warrants~~increase ~~that~~if ~~may be issued upon conversion of working capital loans may demand that we register~~ the ~~resale~~anti-dilution ofprovisions ~~such~~in ~~warrants or~~ the Class A B common stock ~~issuable~~resulted ~~upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading~~ in the ~~public~~issuance ~~market may have an adverse effect on the market price~~ of ~~our~~ Class A ~~common~~shares ~~stock.~~on Ina ~~addition,~~greater ~~the~~than ~~existence of the registration rights may make our initial business combination more costly or difficult~~ one-to-one ~~conclude.~~basis ~~This~~upon isconversion ~~because the shareholders~~ 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~~B ~~stock that is expected when the~~ common stock ~~owned by our initial stockholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered for resale.~~ ;

~~one-~~• may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to~~-one~~ those afforded our common stock;

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

~~Table~~• may have the effect of ~~Contents~~delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;

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

~~one-~~• may not result in adjustment to~~-one~~ the exercise price of our warrants.

•34 may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock;

•Table may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;Contents

•Unlike ~~could~~some ~~cause~~other asimilarly ~~change~~structured ofblank ~~control~~check ifcompanies, aour ~~substantial~~initial ~~number~~stockholders ofwill receive additional shares of our Class A common stock isif ~~issued,~~we ~~which~~issue ~~may~~shares ~~affect, among other things, our ability~~ to ~~use~~complete ~~our~~an ~~net~~initial ~~operating~~business ~~loss~~combination. ~~carry forwards, if any, and could result in the resignation or removal of our present officers and directors;~~

•The ~~may~~founder ~~have~~shares will automatically convert into shares of our Class A common stock at the ~~effect~~time of ~~delaying~~our initial business combination, or ~~preventing~~earlier at the option of the holder, on a ~~change~~one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein. In the case that additional shares of ~~control~~Class A common stock, or equity-linked securities, are issued or deemed issued in excess of usthe byamounts ~~diluting~~issued in our initial public offering and related to the closing of our initial business combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock ~~ownership~~shall orconvert ~~voting~~into ~~rights~~shares of Class A common stock will be adjusted (unless the holders of a ~~person~~majority ~~seeking~~of the then-outstanding shares of Class B common stock agree to ~~obtain~~waive ~~control~~such adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified future issuance) so that the number of ~~us;~~shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of our initial public offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination (excluding any shares or equity-linked securities issued or issuable to any seller in the initial business combination). This is different than other similarly structured blank check companies in which the initial stockholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.

•We may ~~adversely~~amend ~~affect~~the ~~prevailing~~terms ~~market~~of ~~prices~~the ~~for~~warrants ~~our~~in ~~units~~a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, ~~Class~~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 ~~and/or~~purchasable ~~warrants;~~upon ~~and~~exercise of a warrant could be decreased, all without your approval.

•Our warrants were 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 the warrants may ~~not~~be ~~result~~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 50% 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 ~~adjustment~~a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of ~~our~~the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

~~Unlike~~We ~~some~~may ~~other~~redeem ~~similarly~~your ~~structured~~unexpired ~~blank~~warrants ~~check~~prior ~~companies,~~to ~~our~~their ~~initial~~exercise ~~stockholders~~at ~~will~~a ~~receive~~time ~~additional~~that ~~shares~~is ofdisadvantageous ~~our Class A common stock if we issue shares~~ to ~~complete~~you, anthereby ~~initial~~making ~~business~~your ~~combination~~warrants worthless.

~~one~~We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders and provided certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the public warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-~~one~~current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us, except under certain circumstances, so long as they are held by our sponsor and its permitted transferees.

~~as-converted~~35

32Table of Contents

~~Table~~In addition, unlike many other similarly structured blank check companies, we have the ability to redeem outstanding warrants 90 days after they become exercisable for $0.10 per warrant upon a minimum of ~~Contents~~30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption for a number of Class A common stock determined based on the redemption date and the fair market value of our Class A common stock and provided certain other conditions are met. We would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay fair market value to the warrant holders. Any such redemption may have similar consequences to the redemption described in the above paragraph. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock had your warrants remained outstanding. Finally, this redemption feature provides a ceiling to the value of your warrants since it locks in the redemption price in the number of Class A common stock to be received if we choose to redeem the warrants for common stock. This redemption feature may cause our warrants to be worth less than other blank check companies which do not have this feature.

WeOur ~~may amend the terms of the~~ warrants inand afounder ~~manner~~shares ~~that~~ may behave an adverse toeffect ~~holders~~on ~~of public warrants with~~ the ~~approval~~market ~~by the holders of at least 50% 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~~and ~~upon~~make ~~exercise~~it ofmore adifficult ~~warrant~~to ~~could~~complete beour ~~decreased,~~initial ~~all~~business ~~without your approval~~combination.

~~Our~~As ~~warrants~~of ~~were issued in registered form under a warrant agreement between Continental Stock Transfer~~March ~~& Trust Company~~27, ~~as warrant agent~~2023, ~~and us. The warrant agreement provides that~~ the ~~terms~~total number of ~~the~~ warrants ~~may~~outstanding beis ~~amended without the consent of any holder to cure any ambiguity or correct any defective provision~~2,104,290. ~~but~~Simultaneously ~~requires~~with the ~~approval~~closing ~~by the holders~~ of atour ~~least~~initial ~~50%~~public ofoffering, ~~the~~we ~~then~~issued ~~outstanding~~private ~~public~~placement warrants to ~~make~~purchase ~~any~~an ~~change~~aggregate ~~that adversely affects the interests~~ of ~~the~~8,900,000 ~~registered~~shares ~~holders~~ of ~~public~~Class A ~~warrants~~common stock. ~~Accordingly,~~Our weinitial ~~may~~stockholders ~~amend~~currently ~~the~~own ~~terms~~an aggregate of ~~the~~8,625,000 ~~public~~founder ~~warrants~~shares. inThe afounder ~~manner~~shares ~~adverse~~are toconvertible ainto ~~holder~~shares ~~if holders~~ of atClass A ~~least~~common ~~50%~~stock ofon ~~the~~a ~~then~~one-for-one ~~outstanding~~basis, ~~public~~subject ~~warrants~~to ~~approve~~adjustment ofas ~~such~~set ~~amendment~~forth herein. ~~Although~~In ~~our~~addition, ~~ability~~if toour ~~amend~~initial ~~the~~stockholders, ~~terms~~officers, ofdirectors ~~the~~or ~~public~~their ~~warrants~~affiliates ~~with~~makes ~~the~~any ~~consent~~working ofcapital atloans, ~~least~~up ~~50%~~to ~~of the then outstanding public warrants is unlimited~~$1,500,000 ~~examples~~ of such ~~amendments~~loans ~~could~~may be ~~amendments~~convertible ~~to,~~into ~~among other things~~warrants, ~~increase~~at ~~the~~a ~~exercise~~ price of ~~the~~$1.00 ~~warrants,~~per ~~convert~~warrant ~~the~~at ~~warrants into cash or stock, shorten~~ the ~~exercise~~option ~~period~~of ~~or decrease~~ the ~~number~~lender. ofThe ~~shares~~warrants ofwould ~~our~~be ~~Class A~~identical ~~common~~to ~~stock~~the ~~purchasable~~private ~~upon~~placement ~~exercise of a warrant~~warrants.

WeTo ~~may~~the ~~redeem~~extent ~~your~~we ~~unexpired~~issue ~~warrants~~shares ~~prior~~of Class A common stock to ~~their~~complete a business combination, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise atof these warrants and conversion rights could make us a ~~time~~less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock issued to complete the business combination. Therefore, our warrants and founder shares may make it more difficult to complete a business combination or increase the cost of acquiring the target business. The private placement warrants are identical to the warrants sold as part of the units in our initial public offering except that, isso ~~disadvantageous~~long as they are held by our sponsor and its permitted transferees, (i) they will not be redeemable by us, except under certain circumstances, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to ~~you~~certain limited exceptions, ~~thereby~~be ~~making~~transferred, ~~your~~assigned or sold until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to the shares of common stock issuable upon exercise of these warrants) ~~worthless~~are entitled to registration rights. The private placement warrants will not vote on any amendments to the warrant agreement.

~~trading-day~~A market for our securities may not be sustained, which, along with other factors, would adversely affect the liquidity and price of our securities.

~~“out-~~The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 pandemic, the invasion of Ukraine by Russia and resulting sanctions, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases). An active trading market for our securities may not be sustained. Additionally, if our securities become delisted from the NYSE for any reason, and are quoted on the OTC Pink Sheets, an inter-~~money~~dealer automated quotation system for equity securities not listed on a national exchange,” the liquidity and price of our securities may be more limited than if we were listed on the NYSE or another national exchange. You may be unable to sell your securities unless a market can be sustained.

3336

~~Our~~Provisions ~~warrants~~in our Amended and ~~founder~~Restated ~~shares~~Certificate ~~may~~of ~~have~~Incorporation anand ~~adverse~~Delaware ~~effect~~law onmay ~~the~~inhibit ~~market~~a ~~price~~takeover of ~~our~~us, ~~Class A~~which ~~common~~could ~~stock~~limit ~~and~~the ~~make~~price itinvestors ~~more~~might ~~difficult~~be willing to ~~complete~~pay in the future for our ~~initial~~Class A ~~business~~common ~~combination~~stock and could entrench management.

~~one-~~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 staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for~~-one~~ our securities.

ToWe ~~the~~are ~~extent~~also wesubject ~~issue shares of Class A common stock~~ to ~~complete~~anti-takeover aprovisions ~~business~~under ~~combination~~Delaware law, ~~the~~which ~~potential~~could ~~for~~delay ~~the~~or ~~issuance~~prevent of a ~~substantial~~change ~~number~~ of ~~additional~~control. ~~shares~~Together ~~of Class A common stock upon exercise of~~ these ~~warrants~~provisions ~~and~~may ~~conversion rights could~~ make ~~us a less attractive acquisition vehicle to a target business. Any such issuance will increase~~ the ~~number~~removal of ~~issued~~management and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock issued to complete the business combination. Therefore, our warrants and founder shares may make it more difficult to complete a business combination or increase the cost of acquiring the target business. The 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 and ~~its permitted transferees, (i) they will not be redeemable by us, except under certain circumstances, (ii) they (including the Class A common stock issuable upon exercise of these warrants)~~ may ~~not,~~discourage ~~subject~~transactions tothat ~~certain~~otherwise ~~limited~~could ~~exceptions,~~involve bepayment ~~transferred, assigned or sold until 30 days after the completion~~ of ~~our initial business combination, (iii) they may be exercised by the holders on~~ a ~~cashless~~premium ~~basis~~over ~~and~~prevailing ~~(iv) the~~market ~~holders~~prices ~~thereof~~for ~~(including~~our ~~with respect to the shares of common stock issuable upon exercise of these warrants) are entitled to registration rights~~securities. ~~The private placement warrants will not vote on any amendments to the warrant agreement.~~

AIf ~~market~~a ~~for~~stockholder fails to receive notice of our ~~securities~~offer ~~may~~to ~~not~~redeem beour ~~sustained,~~public ~~which,~~shares ~~along~~in connection with ~~other~~our ~~factors~~initial business combination, ~~would~~or ~~adversely~~fails ~~affect~~to comply with the ~~liquidity~~procedures ~~and~~for ~~price~~tendering ofits ~~our~~shares, ~~securities~~such shares may not be redeemed.

~~COVID-19~~We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. For example, if we hold a stockholder meeting to approve a transaction, 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 proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination, 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.

~~Provisions~~You inwill ~~our~~not ~~certificate~~have ofany ~~incorporation~~rights ~~and~~or ~~Delaware~~interests ~~law~~in ~~may~~funds ~~inhibit~~from athe ~~takeover~~trust ~~of us~~account, ~~which~~except ~~could~~under ~~limit~~certain ~~the~~limited ~~price~~circumstances. ~~investors~~To ~~might~~liquidate beyour ~~willing~~investment, totherefore, ~~pay~~you inmay ~~the~~be ~~future~~forced ~~for~~to ~~our~~sell ~~Class A~~your ~~common~~public ~~stock~~shares ~~and~~or ~~could~~warrants, ~~entrench~~potentially ~~management~~at a loss.

Our ~~certificate~~public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: ~~incorporation~~(a) the ~~contains~~completion ~~provisions~~of ~~that~~our ~~may~~initial ~~discourage~~business ~~unsolicited~~combination, ~~takeover~~and ~~proposals~~then only in connection with those shares of Class A common stock that ~~stockholders~~such ~~may~~stockholder ~~consider~~properly elected to beredeem, insubject ~~their~~to ~~best~~the ~~interests.~~limitations ~~These~~described ~~provisions~~herein, ~~include~~(b) the redemption of any public shares properly submitted in connection with a ~~staggered~~stockholder ~~board~~vote ofto ~~directors~~amend our Amended and ~~the~~Restated ~~ability~~Certificate of Incorporation (i) to modify the ~~board~~substance or timing of ~~directors~~our obligation to ~~designate~~allow ~~the~~redemption ~~terms~~in connection with our initial business combination or certain amendments to our charter or to redeem 100% of ~~and~~our ~~issue~~public ~~new~~shares ~~series~~if we do not complete our initial business combination by the Extended Date or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (c) the redemption of ~~preferred~~our public shares if we have not completed our initial business combination by the Extended Date, ~~which~~subject ~~may~~to ~~make~~applicable law. Stockholders who do not exercise their rights to the ~~removal~~funds ofin ~~management~~connection ~~more~~with ~~difficult~~an amendment to our Amended and ~~may~~Restated ~~discourage~~Certificate ~~transactions~~of ~~that~~Incorporation ~~otherwise~~would ~~could~~still ~~involve~~have ~~payment~~rights ofto the funds in connection with a ~~premium~~subsequent ~~over~~business ~~prevailing~~combination. ~~market~~In ~~prices~~no ~~for~~other ~~our~~circumstances ~~securities~~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.

WeOur security holders are ~~also~~not ~~subject~~entitled to ~~anti-takeover~~protections ~~provisions~~normally ~~under~~afforded ~~Delaware~~to ~~law,~~investors ~~which could delay or prevent a change~~ of ~~control.~~many ~~Together~~other ~~these~~blank ~~provisions~~check ~~may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities~~companies.

IfSince athe ~~stockholder~~net ~~fails~~proceeds toof ~~receive~~our ~~notice~~initial public offering and the sale of ~~our~~the ~~offer~~private toplacement ~~redeem~~warrants ~~our~~are ~~public~~intended ~~shares~~to inbe ~~connection~~used ~~with~~to ~~our~~complete an initial business combination with a target business that has not been selected, orwe ~~fails~~may be deemed to ~~comply~~be ~~with~~a “blank check” company under the ~~procedures~~United ~~for~~States ~~tendering~~securities ~~its~~laws. ~~shares~~However, because we had net tangible assets in excess of $5,000,000 upon the completion of our initial public offering and the sale of the private placement warrants and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such ~~shares~~as ~~may~~Rule 419. Accordingly, our security holders are not beafforded ~~redeemed.~~the benefits or protections of those

3437

~~We will comply with the tender offer~~ rules ~~or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination~~. ~~Despite~~Among ~~our~~other ~~compliance with these rules~~things, ifthis ameans ~~stockholder fails to receive~~ our ~~tender~~units ~~offer~~were orimmediately ~~proxy~~tradable ~~materials,~~upon asconsummation ~~applicable, such stockholder may not become aware~~ of ~~the~~our ~~opportunity~~initial topublic ~~redeem~~offering ~~its~~and ~~shares. In addition, the tender offer documents or proxy materials, as applicable, that~~ we ~~will~~have ~~furnish~~a tolonger ~~holders~~period of ~~our~~time ~~public~~to ~~shares~~complete ~~in connection with~~ our initial business combination ~~will~~than ~~describe~~do ~~the~~companies ~~various~~subject ~~procedures that must be complied with in order~~ to ~~validly~~Rule ~~tender or redeem public shares~~419. ~~For example~~Moreover, ifofferings wesubject ~~hold a stockholder meeting~~ to ~~approve~~Rule a419 ~~transaction,~~would weprohibit ~~may~~the ~~require~~release ~~our~~of ~~public~~any ~~stockholders~~interest ~~seeking~~earned toon ~~exercise~~funds ~~their~~held ~~redemption rights, whether they are record holders or hold their shares~~ in ~~“street~~the ~~name,”~~trust toaccount ~~either tender their certificates~~ to ~~our~~us ~~transfer~~unless ~~agent~~and ~~prior~~until to the ~~date~~funds ~~set forth~~ in the ~~proxy~~trust ~~materials~~account ~~mailed~~were toreleased ~~such holders, or up~~ to ~~two~~us ~~business~~in ~~days~~connection ~~prior~~with toour ~~the~~completion ~~vote~~of onan ~~the~~initial ~~proposal to approve the~~ business combination~~, 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.~~

~~You~~Because ~~will~~of ~~not~~our ~~have~~limited ~~any~~resources ~~rights~~and orthe ~~interests~~significant incompetition ~~funds~~for ~~from~~business combination opportunities, if we are unable to complete the ~~trust~~Proposed ~~account~~Business Combination with MNG and have to seek another target, ~~except~~it ~~under~~may ~~certain~~be ~~limited~~more ~~circumstances~~difficult for us to complete our initial business combination. ToIf ~~liquidate~~we ~~your~~are ~~investment,~~unable ~~therefore~~to complete our initial business combination, ~~you~~our public stockholders may bereceive ~~forced~~only toapproximately ~~sell~~$10.00 ~~your~~per share on our redemption of our public shares, or ~~warrants~~less than such amount in certain circumstances, ~~potentially~~and atour awarrants ~~loss~~will expire worthless.

If we are unable to complete the Proposed Business Combination with MNG and have to seek another target, we may encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or ~~pre~~ investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-~~initial~~established ~~business combination~~and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

~~Our~~Furthermore, ~~security~~because ~~holders~~we are ~~not~~obligated ~~entitled~~to pay cash for the shares of Class A common stock which our public stockholders redeem in connection with our initial business combination, target companies will be aware that this may reduce the resources available to ~~protections~~us ~~normally~~for ~~afforded~~our initial business combination. Additionally, our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by target businesses. This may place us at a competitive disadvantage in successfully negotiating and completing an initial business combination. If we are unable to ~~investors~~complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of ~~many~~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. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other ~~blank~~risk ~~check~~factors ~~companies~~in this section.

~~Form 8-K, including~~Our warrants and convertible promissory note are accounted for as liabilities and the changes in value of our warrants and convertible promissory note could have a material effect on our financial results.

~~Because~~On ofApril 12, ~~our~~2021, ~~limited~~staff ~~resources~~of the Securities and Exchange Commission (the ~~significant~~“SEC ~~competition~~Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for ~~business~~Warrants ~~combination~~issued ~~opportunities~~by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”), itwherein the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be ~~more~~classified ~~difficult~~as ~~for~~liabilities uson tothe ~~complete~~SPAC’s ~~our~~balance ~~initial~~sheet ~~business~~as ~~combination~~opposed to being treated as equity. IfSpecifically, wethe ~~are~~SEC ~~unable~~Staff Statement focused on certain settlement terms and provisions related to ~~complete~~certain ~~our~~tender ~~initial~~offers following a business combination, ~~our~~which ~~public~~terms ~~stockholders~~are ~~may~~similar ~~receive~~to ~~only~~those ~~approximately~~contained ~~$10.00~~in ~~per~~the ~~share~~warrant onagreement governing our ~~redemption~~warrants. As a result of ~~our~~the ~~public~~SEC ~~shares~~Staff Statement, orwe ~~less~~reevaluated ~~than~~the ~~such~~accounting ~~amount~~treatment of our warrants, and pursuant to the guidance in ~~certain~~ASC ~~circumstances~~815, Derivatives and ~~our~~Hedging (“ASC 815”), determined the warrants ~~will~~should ~~expire~~be ~~worthless~~classified as derivative liabilities measured at fair value on our balance sheet, with any changes in fair value to be reported each period in earnings on our statement of operations.

We38 expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

35Table of Contents

~~Table~~As a result of ~~Contents~~the recurring fair value measurement, our financial statements 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 non-cash gains or losses on our warrants and convertible promissory note each reporting period and that the amount of such gains or losses could be material.

~~the~~We have identified material weaknesses in our internal control over financial reporting as of December ~~per-share~~31, 2021 which has not been remediated as of December ~~redemption amount~~31, 2022. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Our ~~warrants~~management ~~and~~concluded that we identified material weaknesses in our ~~Convertible~~internal ~~Note~~controls ~~are~~over ~~accounted~~financial reporting as of December 31, 2022, related to our accounting for complex financial instruments, as ~~liabilities~~previously ~~and~~disclosed in our Annual Report on Form 10-K for the ~~changes~~year inended ~~value~~December 31, 2021 and subsequently filed quarterly reports. A material weakness is a deficiency, or a combination of ~~our~~deficiencies, ~~warrants~~in ~~and~~internal ~~our~~control ~~Convertible~~over ~~Note~~financial ~~could~~reporting ~~have~~such that there is a reasonable possibility that a material ~~effect~~misstatement onof our annual or interim financial ~~results~~statements will not be prevented, or detected and corrected on a timely basis.

~~Derivatives~~Effective internal controls are necessary for us to provide reliable financial reports and ~~Hedging~~prevent fraud. We continue to evaluate steps to remediate the material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

~~10-K~~If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

~~recognize non~~We, and following our initial business combination, the post-~~cash~~business combination company, may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

~~815-15-25~~We identified material weaknesses in our internal control over financial reporting. As a result of such material weaknesses, restatements, the change in accounting for our warrants, the change in classification of redeemable public shares, and other matters raised or that may in the future be raised by the SEC, 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 restatements 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.

~~non-cash~~Risks Relating to Our Management Team

WePast ~~have~~performance ~~identified~~by ~~material weaknesses in~~ our ~~internal~~management ~~control~~team, ~~over~~members ~~financial~~of ~~reporting.~~our Ifstrategic weadvisory ~~are~~group ~~unable to develop~~ and ~~maintain~~their anrespective ~~effective~~affiliates ~~system of internal control over financial reporting, we~~ may not be ~~able~~indicative toof ~~accurately~~future ~~report~~performance ~~our~~of ~~financial~~an ~~results~~investment in ~~a timely manner, which may adversely affect investor confidence in~~ us ~~and materially and adversely affect our business and operating results~~.

InInformation ~~connection~~regarding ~~with~~performance ~~our~~by, ~~initial~~or ~~public~~businesses ~~offering~~associated with, weour ~~accounted~~management ~~for~~team, aour ~~portion~~strategic ofadvisory ~~the~~group ~~proceeds~~and ~~received~~their ~~from~~respective ~~the~~affiliates ~~offering~~is aspresented ~~stockholders’~~for ~~equity.~~informational ~~Following~~purposes ~~certain~~only. ~~SEC~~Past ~~guidance~~performance onby ~~this~~our ~~issue~~management team, ~~management~~our ~~performed~~strategic aadvisory ~~quantitative~~group ~~assessment~~and ~~under~~their ~~SAB~~respective 99affiliates ~~and~~is ~~concluded~~not a guarantee either (i) that ~~our~~we ~~internal~~will ~~controls~~be ~~over~~able ~~financial~~to ~~reporting~~locate ~~were~~a ~~not~~suitable ~~effective~~candidate asfor ofour ~~December~~initial business combination or (ii) ~~31,~~of ~~2020~~success with respect to any business combination we may consummate. ~~Based~~Our onofficers ~~this~~and ~~assessment,~~directors ~~after~~have ~~consultation~~not had management experience with ~~our~~special ~~independent~~purpose ~~registered~~acquisition ~~public~~corporations ~~accounting~~in ~~firm,~~the ~~our~~past. ~~management~~You ~~and~~should ~~audit~~not ~~committee~~rely ~~concluded~~on ~~that~~the ahistorical ~~restatement~~performance of our ~~financial~~management ~~statements~~team, ~~for~~strategic ~~periods~~advisory ~~prior~~group toand ~~September 30,~~their ~~2021~~respective ~~was~~affiliates ~~required~~as toan ~~reclassify~~indication ~~such~~of ~~amounts~~the asfuture ~~Class A~~performance ~~common~~of ~~stock~~an ~~subject~~investment toin ~~possible~~our ~~redemption.~~company Asor athe ~~result,~~returns we ~~identified~~will, aor ~~material~~are ~~weakness~~likely to, generate going forward. In addition, an investment in our ~~internal~~company ~~control~~is ~~over~~not ~~financial~~an ~~reporting~~investment ~~related~~in toany ~~the~~other ~~accounting~~entities ~~for~~affiliated ~~complex~~with ~~financial~~our ~~instruments~~management team or our strategic advisory group.

3639

~~10-K/A~~We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

~~10-Q/A~~We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we complete an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

AMembers ~~material~~of ~~weakness~~our ismanagement ateam ~~deficiency,~~may orin athe ~~combination~~future ofbe ~~deficiencies,~~involved in ~~internal~~governmental ~~control~~investigations ~~over~~and ~~financial~~civil ~~reporting~~litigation ~~such~~relating ~~that~~to ~~there~~the isbusiness aaffairs ~~reasonable~~of ~~possibility~~companies ~~that~~with awhich ~~material~~they ~~misstatement~~are, ofwere, ~~our~~or ~~annual~~may orin ~~interim~~the ~~financial~~future ~~statements~~be, ~~will~~affiliated. ~~not~~This bemay ~~prevented,~~negatively oraffect ~~detected~~our ~~and~~ability ~~corrected~~to onconsummate aan ~~timely~~initial ~~basis~~business combination.

~~Effective~~Members ~~internal~~of ~~controls~~our ~~are~~management ~~necessary~~team ~~for~~may usin tothe ~~provide~~future ~~reliable~~be ~~financial~~involved ~~reports~~in ~~and~~governmental ~~prevent~~investigations ~~fraud.~~and Wecivil ~~have~~litigation ~~devoted~~relating ~~significant effort and resources~~ to the ~~remediation~~business ~~and~~affairs ~~improvement~~ of ~~our~~companies ~~internal~~with ~~control~~which ~~over~~they ~~financial reporting~~are, aswere ~~described~~or may in ~~Part~~the ~~II,~~future ~~Item~~be ~~9A:~~affiliated ~~Controls~~with. ~~and~~Any ~~Procedures~~such ~~included~~investigations inor ~~this~~litigations ~~Annual~~may ~~Report.~~divert ~~While~~our wemanagement ~~have~~team’s ~~processes~~attention ~~to identify~~ and ~~appropriately~~resources ~~apply~~away ~~applicable~~from ~~accounting~~searching ~~requirements~~for ~~these~~an ~~remediation~~initial ~~measures~~business combination, may be ~~time~~detrimental ~~consuming~~to ~~and~~our ~~costly~~reputation, and ~~there~~thus ismay nonegatively ~~assurance~~affect ~~that~~our ~~these~~ability ~~initiatives~~to ~~will~~complete bean ~~sufficient~~initial orbusiness ~~ultimately have the intended effects~~combination.

IfWe wemay ~~identify~~seek ~~any~~acquisition ~~new~~opportunities ~~material weaknesses~~ in ~~the~~industries ~~future, any such newly identified material weakness could limit our ability to prevent~~ or ~~detect~~sectors awhich ~~misstatement~~may ~~of our accounts~~ or ~~disclosures~~may ~~that~~not ~~could~~be ~~result~~outside ~~in a material misstatement~~ of our ~~annual~~management’s orarea ~~interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing~~ of ~~periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result~~expertise. ~~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.~~

WeIf we are unable to complete the Proposed Business Combination with MNG, we will consider a business combination outside of our management’s area of expertise if a business combination candidate is presented to us and ~~following~~we determine that such candidate offers an attractive acquisition opportunity for our ~~initial~~company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all the ~~post-~~significant risk factors relevant to such acquisition. 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 ~~company~~candidate. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may ~~face~~not ~~litigation~~be directly applicable to its evaluation or operation, and ~~other~~the ~~risks~~information ascontained ain ~~result~~this Annual Report regarding the areas of our management’s expertise would not be relevant to an understanding of the ~~material~~business ~~weaknesses~~that inwe elect to acquire. As a result, our ~~internal~~management ~~control~~may ~~over~~not ~~financial~~be ~~reporting~~able to adequately ascertain or assess all the significant risk factors relevant to such acquisition.

~~As part of the restatements described above~~Accordingly, weany ~~identified~~stockholders ~~material~~or ~~weaknesses~~warrant inholders ~~our~~who ~~internal~~choose ~~control~~to ~~over~~remain ~~financial reporting. As~~ a ~~result~~stockholder ofor ~~such~~warrant ~~material~~holder ~~weaknesses,~~following ~~restatements, the change in accounting for~~ our ~~warrants,~~initial ~~the~~business ~~change~~combination incould ~~classification~~suffer ofa ~~redeemable~~reduction ~~public shares, and other matters raised or that may~~ in the ~~future~~value be raised by the SEC, 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 restatements and material weaknesses in our internal control over financial reporting and the preparation of ~~our~~their ~~financial statements~~securities. AsSuch ofsecurity ~~the~~holders ~~date~~are ofunlikely ~~this~~to ~~Annual Report, we~~ have noa ~~knowledge~~remedy offor ~~any~~ such ~~litigation~~reduction ~~or dispute. However, we can provide no assurance that such litigation or dispute will not arise~~ in ~~the future~~value. 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.

~~Risks~~Our ~~Relating~~ability to ~~Our~~successfully ~~Management~~complete ~~Team~~our initial business combination and to be successful thereafter will be totally dependent upon the efforts of members of our management team, some of whom may join us following our initial business combination. The loss of such people could negatively impact the operations and profitability of our post-combination business.

~~Past~~Our ~~performance~~ability byto successfully complete our business combination is dependent upon the efforts of members of our management team. The role of members of our management team in the target business, however, cannot presently be ascertained. Although some members of our ~~strategic~~management team may remain with the target business in senior management or advisory ~~group~~positions ~~and~~following ~~their~~our ~~respective~~initial ~~affiliates~~business ~~may~~combination, ~~not~~it beis ~~indicative~~likely that some or all of ~~future~~the ~~performance~~management of anthe ~~investment~~target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

~~Information~~40 regarding performance by, or businesses associated with, our management team, our strategic advisory group and their respective affiliates is presented for informational purposes only. Past performance by our management team, our strategic advisory group and their respective affiliates is not a guarantee either (i) that we will be able to locate a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. Our officers and directors have not had management experience with special purpose acquisition corporations in the past. You should not rely on the historical performance of our management team, strategic advisory group and their respective affiliates as an indication of the future performance of an investment in our company or the returns we will, or are likely to, generate going forward. In addition, an investment in our company is not an investment in any other entities affiliated with our management team or our strategic advisory group.

37Table of Contents

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

WeMembers of our management team may ~~not~~negotiate ~~have~~employment ~~sufficient~~or ~~funds~~consulting toagreements ~~satisfy~~with ~~indemnification~~a ~~claims~~target ofbusiness in connection with a particular business combination. These agreements may provide for them to receive compensation following our ~~directors~~business combination and ~~executive~~as ~~officers~~a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

WeMembers ~~have~~of ~~agreed~~our tomanagement ~~indemnify~~team ~~our~~may ~~officers~~be ~~and~~able ~~directors~~ to ~~the~~remain ~~fullest~~with ~~extent~~the ~~permitted~~company byafter ~~law.~~the ~~However,~~completion of our ~~officers~~initial ~~and~~business ~~directors~~combination ~~have~~only ~~agreed~~if tothey ~~waive~~are ~~any~~able ~~right,~~to ~~title,~~negotiate ~~interest~~employment or ~~claim~~consulting ofagreements ~~any kind~~ in orconnection towith ~~any~~the ~~monies~~business incombination. ~~the~~Such ~~trust~~negotiations ~~account~~would ~~and~~take toplace ~~not~~simultaneously ~~seek~~with ~~recourse~~the ~~against~~negotiation of the ~~trust~~business ~~account~~combination ~~for~~and ~~any~~could ~~reason~~provide ~~whatsoever~~for ~~(except~~such individuals to receive compensation in the ~~extent~~form of cash payments and/or our securities for services they ~~are~~would ~~entitled~~render to ~~funds~~us ~~from~~after the ~~trust~~completion ~~account~~of ~~due~~the tobusiness ~~their~~combination. ~~ownership~~The personal and financial interests of ~~public~~such ~~shares).~~individuals ~~Accordingly,~~may ~~any~~influence ~~indemnification~~their ~~provided~~motivation ~~will~~in beidentifying ~~able~~and toselecting bea ~~satisfied~~target bybusiness usand ~~only~~completing ifa ~~(i) we~~business ~~have~~combination. ~~sufficient~~However, ~~funds~~we ~~outside~~believe the ability of ~~the~~such ~~trust~~individuals ~~account~~to orremain ~~(ii) we~~with ~~complete~~us anafter the completion of our initial business combination. ~~Our~~will ~~obligation~~not tobe ~~indemnify~~the determining factor in our ~~officers~~decision ~~and~~as ~~directors~~to ~~may~~whether ~~discourage~~or ~~stockholders~~not ~~from~~we ~~bringing~~will aproceed ~~lawsuit~~with ~~against~~any ~~our~~potential ~~officers~~business orcombination. ~~directors~~There ~~for~~is ~~breach~~no ofcertainty, ~~their~~however, ~~fiduciary~~that ~~duty.~~any ~~These~~members ~~provisions~~of ~~also~~our ~~may~~management ~~have~~team ~~the~~will ~~effect~~remain ofwith ~~reducing~~us after the ~~likelihood~~completion of ~~derivative~~our ~~litigation~~initial ~~against~~business ~~our~~combination. ~~officers~~We ~~and~~cannot ~~directors,~~assure ~~even~~you ~~though~~that ~~such~~any anmembers ~~action,~~of ifour ~~successful,~~management ~~might~~team ~~otherwise~~will ~~benefit~~remain usin ~~and~~senior ~~our~~management ~~stockholders.~~or ~~Furthermore,~~advisory apositions ~~stockholder’s~~with ~~investment~~us. ~~may~~The bedetermination ~~adversely~~as ~~affected~~ to ~~the~~whether ~~extent~~any wemembers ~~pay~~of ~~the~~our ~~costs~~management ofteam ~~settlement~~will ~~and~~remain ~~damage~~with ~~awards~~us ~~against~~will ~~our~~be ~~officers~~made ~~and~~at ~~directors~~the ~~pursuant~~time toof ~~these~~our ~~indemnification~~initial ~~provisions~~business combination.

~~Members~~We ofmay ~~our~~have ~~management~~a ~~team~~limited ~~may~~ability into assess the ~~future~~management beof ~~involved~~a inprospective ~~governmental~~target ~~investigations~~business and, ~~civil~~as ~~litigation~~a ~~relating~~result, tomay ~~the~~complete ~~business~~our ~~affairs~~initial ofbusiness ~~companies~~combination with ~~which~~a ~~they~~target ~~are,~~business ~~were,~~whose ormanagement may innot have the ~~future~~skills, bequalifications or abilities to manage a public company, ~~affiliated.~~which ~~This~~could, ~~may~~in turn, negatively ~~affect~~impact ~~our~~the ~~ability~~value toof ~~consummate~~our anstockholders’ ~~initial~~investment ~~business~~in ~~combination~~us.

~~Members~~When evaluating the desirability of effecting our ~~management~~initial ~~team~~business ~~may~~combination inwith a prospective target business, our ability to assess the ~~future~~target business’s management may be ~~involved~~limited indue ~~governmental~~to ~~investigations~~a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and ~~civil~~such ~~litigation~~management ~~relating~~may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the ~~business~~operations ~~affairs~~and profitability of ~~companies~~the ~~with~~post-combination ~~which~~business ~~they~~may ~~are~~be negatively impacted. Accordingly, ~~were~~any stockholders or ~~may~~warrant holders who choose to remain a stockholder or warrant holder following our initial business combination could suffer a reduction in the ~~future~~value beof ~~affiliated~~their ~~with~~securities. ~~Any~~Such security holders are unlikely to have a remedy for such ~~investigations~~reduction orin ~~litigations~~value. The officers and directors of an acquisition candidate may ~~divert~~resign upon completion of our ~~management~~initial ~~team~~business combination. The departure of a target business’s ~~attention~~key personnel could negatively impact the operations and ~~resources~~profitability ~~away~~of ~~from~~our ~~searching~~post-combination ~~for~~business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination, ~~may~~cannot be ~~detrimental~~ascertained toat ~~our~~this ~~reputation,~~time. ~~and~~Although ~~thus~~we ~~may~~contemplate ~~negatively~~that ~~affect~~certain ~~our~~members ~~ability~~of toan ~~complete~~acquisition ancandidate’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.

We41 ~~may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.~~

WeTable will consider a business combination outside of our management’s area of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all the significant risk factors relevant to such acquisition. 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 expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all the significant risk factors relevant to such acquisition. Contents

~~Accordingly,~~Our ~~any~~officers ~~stockholders~~and ordirectors ~~warrant~~may ~~holders~~allocate ~~who~~their ~~choose~~time to ~~remain~~other abusinesses, ~~stockholder~~thereby orcausing ~~warrant~~conflicts ~~holder~~of ~~following~~interest ~~our~~in ~~initial~~their ~~business~~determination ~~combination~~as ~~could~~to ~~suffer~~how amuch ~~reduction~~time into ~~the~~devote ~~value~~to ofour ~~their securities~~affairs. ~~Such~~This ~~security~~conflict ~~holders~~of ~~are~~interest ~~unlikely~~could to have a ~~remedy~~negative ~~for~~impact ~~such~~on ~~reduction~~our inability ~~value~~to complete our initial business combination.

~~Our~~None ~~ability~~of our officers or directors is required to ~~successfully~~commit ~~complete~~his or her full time to our ~~initial~~affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and totheir beother ~~successful~~businesses, ~~thereafter~~including ~~will~~other business endeavors for which he or she may be ~~totally~~entitled ~~dependent~~to ~~upon~~substantial ~~the~~compensation. ~~efforts~~We ofdo ~~members~~not ofintend ~~our~~to ~~management~~have ~~team,~~any ~~some~~full-time ofemployees ~~whom~~prior ~~may~~to ~~join~~the uscompletion ~~following~~of our initial business combination. ~~The~~Our ~~loss~~independent directors also serve as officers or board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such ~~people~~affairs in excess of their current commitment levels, it could ~~negatively~~limit their ability to devote time to our affairs, which may have a negative impact ~~the~~on ~~operations~~our ~~and~~ability ~~profitability~~to ofcomplete our ~~post-combination~~initial business combination.

~~Our~~Certain ~~ability~~of ~~to successfully complete~~ our ~~business~~officers ~~combination~~and isdirectors ~~dependent~~are ~~upon~~now, ~~the~~and ~~efforts~~all of ~~members~~them ofmay ~~our management team. The role of members of our management team~~ in the ~~target~~future ~~business~~become, ~~however,~~affiliated ~~cannot presently be ascertained. Although some members of our management team may remain~~ with ~~the~~entities ~~target~~engaged ~~business~~ in ~~senior~~business ~~management~~activities orsimilar ~~advisory~~to ~~positions~~those ~~following~~conducted ~~our~~by ~~initial~~us ~~business~~(and ~~combination,~~they itmay isalso ~~likely~~become ~~that~~an ~~some~~officer or ~~all~~director of ~~the management of the target business will remain in place. While we intend to closely scrutinize~~ any ~~individuals~~other wespecial ~~engage~~purpose ~~after~~acquisition ~~our~~company) ~~initial~~and, ~~business combination~~accordingly, ~~we cannot assure you that our assessment of these individuals will prove to be correct. These individuals~~ may behave ~~unfamiliar~~conflicts ~~with the requirements~~ of ~~operating~~interest ain ~~company~~allocating ~~regulated~~their bytime ~~the~~and ~~SEC,~~determining ~~which could cause us~~ to ~~have~~which toentity ~~expend~~a ~~time~~particular ~~and~~business ~~resources~~opportunity ~~helping~~should ~~them~~be ~~become familiar with such requirements~~presented.

38Until we consummate our initial business combination, we have engaged and will continue to engage in the business of identifying and combining with one or more businesses or entities. Our initial stockholders and officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, although our officers may not become an officer or director of any other special purpose acquisition company that has publicly filed a registration statement with the SEC until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination by the Extended Date.

~~Table~~Our officers and directors also may become aware of ~~Contents~~business opportunities which may be appropriate for presentation to us and the other entities in the future to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

InOur ~~addition~~officers, ~~the officers and~~ directors, ofsecurity anholders ~~acquisition candidate may resign upon completion of our initial business combination. The departure of a target business’s key personnel could negatively impact the operations~~ and ~~profitability~~their ofrespective ~~our~~affiliates ~~post-combination~~may ~~business.~~have ~~The~~competitive ~~role~~pecuniary ofinterests ~~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~~conflict ~~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~~interests. ~~The loss of key personnel could negatively impact the operations and profitability of our post-combination business.~~

~~Members~~We ofhave ~~our~~not ~~management~~adopted ~~team~~a ~~may~~policy ~~negotiate~~that ~~employment~~expressly prohibits our directors, officers, security holders or ~~consulting~~affiliates ~~agreements~~from ~~with~~having a ~~target~~direct ~~business~~or indirect pecuniary or financial interest in ~~connection~~any ~~with~~investment to be acquired or disposed of by us or in any transaction to which we are a ~~particular~~party ~~business~~or ~~combination~~have an interest. ~~These~~In ~~agreements~~fact, we may ~~provide~~enter ~~for~~into ~~them~~a tobusiness ~~receive~~combination ~~compensation~~with ~~following~~a ~~our~~target business ~~combination~~that ~~and~~is asaffiliated awith ~~result~~our initial stockholders, ~~may~~directors ~~cause~~or ~~them~~officers, or any of their affiliates although we do not currently intend to ~~have~~do ~~conflicts~~so, ofor ~~interest~~we inmay ~~determining~~acquire ~~whether~~a target business through an Affiliated Joint Acquisition. We do not have a ~~particular~~policy that expressly prohibits any such persons from engaging for their own account in business ~~combination~~activities isof the ~~most~~types ~~advantageous~~conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

~~Members~~Despite of our ~~management~~agreement ~~team~~that, ~~may~~in ~~be able to remain with~~ the ~~company~~event ~~after~~we ~~the~~seek ~~completion~~to ofcomplete our initial business combination ~~only~~with ifa ~~they~~company ~~are~~business ~~able~~that tois ~~negotiate~~affiliated ~~employment~~with orour ~~consulting~~initial ~~agreements~~stockholders, inofficers ~~connection~~or ~~with~~directors, ~~the~~or ~~business~~any ~~combination.~~of ~~Such~~their ~~negotiations~~affiliates, ~~would~~we, ~~take~~or ~~place~~a ~~simultaneously~~committee ~~with~~of ~~the~~independent ~~negotiation~~directors, ofwill ~~the~~obtain ~~business~~an ~~combination~~opinion ~~and~~from ~~could~~an ~~provide~~independent ~~for~~investment ~~such~~banking ~~individuals~~firm toor ~~receive~~another ~~compensation~~independent inentity ~~the~~that ~~form~~commonly ofrenders ~~cash~~valuation ~~payments~~opinions ~~and/or~~that our ~~securities~~initial ~~for~~business ~~services~~combination ~~they~~is ~~would~~fair ~~render~~ to us ~~after~~from ~~the~~a ~~completion~~financial point of ~~the~~view, ~~business~~potential ~~combination.~~conflicts ~~The personal and financial interests~~ of ~~such~~interest ~~individuals~~still may ~~influence~~exist. ~~their~~As ~~motivation in identifying and selecting~~ a ~~target business and completing a business combination. However~~result, ~~we believe~~ the ~~ability~~terms of ~~such individuals to remain with us after~~ the ~~completion of our initial~~ business combination ~~will~~may not be ~~the determining factor in our decision~~ as advantageous to ~~whether or not we will proceed with any potential business combination. There is no certainty, however, that any members of~~ our ~~management~~company ~~team~~and ~~will remain with us after the completion of~~ our ~~initial~~public ~~business~~stockholders ~~combination. We cannot assure you that any members of our management team will remain in senior management or advisory positions with us. The determination~~ as tothey ~~whether~~would ~~any members of our management team will remain with us will~~ be ~~made~~absent atany ~~the~~conflicts ~~time~~ of ~~our initial business combination~~interest.

WeSince ~~may~~our ~~have~~initial astockholders, ~~limited~~officers ~~ability~~and todirectors ~~assess~~will ~~the~~lose ~~management~~their ofentire ainvestment ~~prospective~~in ~~target~~us ~~business~~if ~~and, as a result, may complete~~ our ~~initial~~ business combination ~~with~~is ~~a target business whose management may~~ not ~~have the skills~~completed, ~~qualifications~~a orconflict ~~abilities~~of tointerest ~~manage~~may aarise ~~public~~in ~~company,~~determining ~~which~~whether ~~could,~~a inparticular ~~turn,~~target ~~negatively~~business ~~impact~~is ~~the~~appropriate ~~value~~for of our ~~stockholders’~~initial ~~investment~~business ~~in us~~combination.

~~When~~Our ~~evaluating the desirability of effecting our~~ initial ~~business combination with a prospective target business~~stockholders, including our ~~ability~~officers toand ~~assess the target business’s management may be limited due to a lack of time~~directors, ~~resources~~acquired ~~or information. Our assessment of the capabilities of the target’s management~~7, ~~therefore~~187,500 ~~may~~founder ~~prove~~shares toin beexchange ~~incorrect~~for ~~and~~a ~~such~~capital ~~management~~contribution ~~may~~of ~~lack the skills~~$25, ~~qualifications or abilities we suspected~~000. ~~Should~~In ~~the~~December ~~target’s management not possess the skills~~2020, ~~qualifications~~we oreffected ~~abilities necessary to manage~~ a ~~public company~~dividend, ~~the~~resulting ~~operations~~in ~~and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following~~ our initial ~~business~~stockholders ~~combination~~holding ~~could~~an ~~suffer~~aggregate ~~a reduction in the value~~ of ~~their~~8,625,000 ~~securities.~~founder ~~Such security holders are unlikely to have a remedy for such reduction in value~~shares. The ~~officers~~founder ~~and~~shares ~~directors~~will ofbe anworthless ~~acquisition~~if ~~candidate~~we ~~may~~do ~~resign~~not ~~upon~~complete ~~completion~~an ~~of our~~ initial business combination. ~~The~~In ~~departure~~addition, ~~of a target business’s key personnel could negatively impact the operations and profitability of~~ our ~~post-combination~~sponsor ~~business.~~purchased ~~The~~8,900,000 ~~role~~private ofplacement anwarrants, ~~acquisition~~each ~~candidate’s~~exercisable ~~key~~for ~~personnel~~one ~~upon~~share ~~the completion~~ of our ~~initial~~Class A ~~business~~common ~~combination~~stock ~~cannot be ascertained~~ at ~~this time~~$11.50 ~~Although~~per ~~we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination~~share, itsubject ~~is possible that members of the management of an acquisition candidate will not wish~~ to ~~remain~~adjustment, infor ~~place.~~a

3942

~~Our~~ purchase price of $8,900,000, or $1.00 per warrant, that will also be worthless if we do not complete our initial business combination within the allocated time period. In addition, we may obtain loans from our initial stockholders, officers, directors or their affiliates. The personal and financial interests of our officers and directors may ~~allocate~~influence their ~~time~~motivation toin ~~other~~identifying ~~businesses~~and selecting a target business combination, ~~thereby~~completing ~~causing~~an ~~conflicts~~initial business combination and influencing the operation of ~~interest~~the inbusiness ~~their~~following ~~determination~~the asinitial business combination. On September 2, 2020, we issued an unsecured promissory note to ~~how~~the ~~much~~Sponsor, ~~time~~pursuant to ~~devote~~which we may borrow up to ~~our~~an ~~affairs~~aggregate principal amount of $200,000. ~~This~~The ~~conflict~~outstanding balance under the unsecured promissory note of ~~interest~~$177,225 ~~could~~was ~~have~~repaid aafter ~~negative~~the ~~impact~~closing onof ~~our~~the ~~ability~~Initial Public Offering prior to ~~complete~~December ~~our~~31, ~~initial~~2020. ~~business~~On ~~combination~~September 13, 2021, the Sponsor agreed to loan us an aggregate of up to $1,000,000 pursuant to the convertible promissory note. We did not consider these notes as part of the Sponsor’s investment in the Company as these are strictly working capital loans.

~~None~~The ofshares ~~our~~beneficially ~~officers~~owned orby ~~directors is required to commit his or her full time to~~ our ~~affairs~~sponsor, ~~which~~our ~~may~~officers ~~result~~and indirectors awill ~~conflict~~not ofparticipate ~~interest~~ in ~~allocating~~liquidation ~~their~~distributions ~~time between our operations~~ and, ~~our search for a business combination and their other businesses~~therefore, ~~including other business endeavors for which he or she may be entitled to substantial compensation. We do not intend to have any full-time employees prior to the completion of~~ our ~~initial business combination. Our independent directors also serve as~~ officers ~~or board members for other entities. If our officers’~~ and directors’ ~~other~~may ~~business~~have ~~affairs~~a ~~require~~conflict ~~them to devote substantial amounts~~ of ~~time~~interest ~~to such affairs~~ in ~~excess~~determining ofwhether ~~their current commitment levels, it could limit their ability to devote time to our affairs, which may have~~ a ~~negative~~particular ~~impact~~target onbusiness ~~our~~is ~~ability~~appropriate tofor ~~complete~~ our initial business combination.

~~Certain~~Our ofsponsor, ~~our~~ officers and directors ~~are~~have ~~now~~entered into respective letter agreements with us, pursuant to which our sponsor has agreed to waive its redemption rights with respect to its founder shares, and ~~all~~our ofsponsor, ~~them~~officers and directors have agreed to waive their redemption rights with respect to any public shares they may acquire, in connection with the ~~future~~completion ~~become,~~of ~~affiliated~~our initial business combination. Our sponsor has also waived its right to receive distributions with ~~entities~~respect ~~engaged~~to inits ~~business~~founder ~~activities~~shares ~~similar~~upon our liquidation if we are unable to ~~those~~consummate ~~conducted~~our byinitial usbusiness (combination. Accordingly, the founder shares will be worthless if we do not consummate our initial business combination. The private placement warrants and any other warrants they ~~may~~acquire will also ~~become~~be worthless if we do not consummate an ~~officer~~initial orbusiness ~~director~~combination. The personal and financial interests of ~~any~~our ~~other~~sponsor, ~~special~~officers ~~purpose~~and ~~acquisition~~directors ~~company)~~may influence their motivation in timely identifying and, ~~accordingly~~selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may ~~have~~result ~~conflicts~~in a conflict of interest inwhen ~~allocating~~determining ~~their~~whether ~~time~~the ~~and~~terms, ~~determining~~conditions toand ~~which~~timing ~~entity~~of a particular business ~~opportunity~~combination ~~should~~are beappropriate ~~presented~~and in our shareholders’ best interest.

~~Until~~Risks weRelating ~~consummate our initial business combination, we have engaged and will continue~~ to ~~engage in~~ the ~~business~~Trust ofAccount identifying and combining with one or more businesses or entities. Our initial stockholders and officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, although our officers may not become an officer or director of any other special purpose acquisition company that has publicly filed a registration statement with the SEC until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination by December 22, 2022.

~~Our~~If ~~officers~~third ~~and~~parties ~~directors~~bring ~~also~~claims ~~may~~against ~~become aware of business opportunities which may be appropriate for presentation to~~ us, ~~and~~ the ~~other~~proceeds ~~entities~~held in the ~~future~~trust toaccount ~~which~~could ~~they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should~~ be ~~presented.~~reduced ~~These conflicts may not be resolved in our favor~~ and athe per-share redemption ~~potential~~amount ~~target~~received ~~business~~by stockholders may be ~~presented~~less tothan ~~another~~$10.00 ~~entity~~per ~~prior to its presentation to us~~share.

Our ~~officers~~placing of funds in the trust account may not protect those funds from third-party claims against us. Although we have sought and will continue to seek to have all vendors, ~~directors~~service providers (other than our independent registered public accounting firm), ~~security~~prospective ~~holders~~target businesses and ~~their~~other ~~respective~~entities ~~affiliates~~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 ~~have~~not ~~competitive~~execute ~~pecuniary~~such ~~interests~~agreements, ~~that~~or ~~conflict~~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 an advantage with respect to a claim against our ~~interests~~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.

We43 have not adopted a policy that expressly prohibits our directors, 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 initial stockholders, directors or officers, or any of their affiliates although we do not currently intend to do so, or we may acquire a target business through an Affiliated Joint Acquisition. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

DespiteTable our agreement that, in the event we seek to complete our initial business combination with a company business that is affiliated with our initial stockholders, officers or directors, or any of their affiliates, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to us from a financial point of view, potential conflicts of interest still may exist. As a result, the terms of the business combination may not be as advantageous to our company and our public stockholders as they would be absent any conflicts of interest. Contents

~~Since~~Examples ~~our~~of ~~initial~~possible ~~stockholders~~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, ~~officers~~there ~~and~~is ~~directors~~no guarantee that such entities will ~~lose~~agree ~~their~~to ~~entire~~waive ~~investment~~any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our initial business combination iswithin the prescribed timeframe, 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 ~~completed~~waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a ~~conflict~~third party for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (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 the value of the trust assets, in each case net of the amount of interest which may ~~arise~~be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in ~~determining~~the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor, which is a ~~particular~~newly ~~target~~formed ~~business~~entity, has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such indemnification obligations. Therefore, we believe it is ~~appropriate~~unlikely 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 public 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.

40Our independent directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

~~Table~~In the event that the proceeds in the trust account are reduced below the lesser of ~~Contents~~(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 the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

~~Our~~While ~~initial~~we ~~stockholders,~~currently ~~including~~expect that our ~~officers~~independent ~~and~~ directors, ~~acquired~~would ~~7,187,500~~take ~~founder~~legal ~~shares~~action inon ~~exchange~~our ~~for~~behalf aagainst ~~capital~~our ~~contribution~~sponsor ofto ~~$25,000.~~enforce Inits ~~December~~indemnification ~~2020,~~obligations weto ~~effected~~us, ait ~~dividend,~~is ~~resulting~~possible inthat our ~~initial~~independent ~~stockholders~~directors ~~holding~~in anexercising ~~aggregate~~their ofbusiness ~~8,625,000~~judgment ~~founder~~may ~~shares.~~choose ~~The~~not ~~founder~~to ~~shares will be worthless if we~~ do ~~not~~so ~~complete an initial business combination. In addition~~if, ~~our~~for ~~Sponsor purchased 8~~example,~~900,000~~ ~~private~~the ~~placement~~cost ~~warrants, each exercisable for one share~~ of ~~our~~such ~~Class A~~legal ~~common~~action ~~stock~~is atdeemed ~~$11.50~~by ~~per~~the ~~share,~~independent ~~subject~~directors to ~~adjustment,~~be ~~for~~too ahigh ~~purchase~~relative ~~price~~to ofthe ~~$8,900,000,~~amount recoverable or ~~$1.00 per warrant, that will also be worthless~~ if ~~we do not complete our initial business combination within~~ the ~~allocated~~independent ~~time~~directors ~~period.~~determine Inthat ~~addition,~~a wefavorable ~~may~~outcome ~~obtain~~is ~~loans~~not ~~from our initial stockholders, officers, directors or their affiliates~~likely. ~~The~~If ~~personal and financial interests of~~ our ~~officers~~independent ~~and~~ directors ~~may~~choose ~~influence~~not ~~their~~to ~~motivation~~enforce inthese ~~identifying~~indemnification ~~and selecting a target business combination~~obligations, ~~completing an initial business combination and influencing~~ the ~~operation~~amount of ~~the~~funds ~~business~~in ~~following~~ the ~~initial~~trust ~~business~~account ~~combination.~~available ~~This~~for ~~risk~~distribution ~~may~~to ~~become~~our ~~more~~public ~~acute~~stockholders asmay ~~December 22,~~be ~~2022~~reduced ~~nears,~~below ~~which~~$10.00 isper ~~the deadline for completing our initial business combination~~share.

~~Risks~~If, ~~Relating~~after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the ~~Trust~~members ~~Account~~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 ~~per~~winding-~~share~~up ~~redemption~~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, by paying public stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

~~Our~~44 placing of funds in the trust account may not protect those funds from third-party claims against us. Although we have sought and will continue to seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. 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.

the per-share redemption amountTable of Contents

41If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

~~Table~~If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the 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 ~~Contents~~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.

~~such~~If ~~indemnification obligations. Therefore,~~ we ~~believe~~instruct itthe istrustee ~~unlikely our Sponsor would be able~~ to ~~satisfy~~liquidate ~~those~~the ~~obligations.~~securities Asheld ain ~~result,~~the iftrust ~~any~~account ~~such~~and ~~claims~~instead ~~were~~to ~~successfully~~hold ~~made~~the ~~against~~funds in the trust account, ~~the~~in ~~funds~~cash ~~available~~in ~~for~~order ~~our~~to ~~initial~~seek ~~business combination and redemptions could be reduced~~ to ~~less~~mitigate ~~than~~the ~~$10.00~~risk ~~per~~that ~~public share. In such event,~~ we ~~may~~could ~~not~~ be ~~able~~deemed to ~~complete~~be ~~our~~an ~~initial~~investment ~~business~~company ~~combination,~~for ~~and~~purposes ~~you~~of ~~would~~the ~~receive~~Investment ~~such~~Company ~~lesser~~Act, ~~amount~~we ~~per~~would ~~public~~likely ~~share~~receive inminimal ~~connection~~interest, ~~with~~if any, ~~redemption~~on ofthe ~~your~~funds ~~public~~held ~~shares.~~in ~~None~~the oftrust ~~our~~account, ~~officers~~which orwould ~~directors~~reduce ~~will~~the ~~indemnify~~dollar usamount ~~for~~the ~~claims~~Public byStockholders ~~third~~would ~~parties~~receive ~~including,~~upon ~~without~~any ~~limitation,~~redemption ~~claims~~or byliquidation ~~vendors~~of ~~and~~the ~~prospective target businesses~~Company.

~~Our~~The ~~independent~~funds ~~directors~~in the trust account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, ~~decide~~at ~~not~~any time, instruct the trustee with respect to ~~enforce~~the trust account to liquidate the ~~indemnification~~U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of ~~our~~consummation ~~Sponsor~~of an initial business combination or liquidation of the Company. Following such liquidation of the securities held in the trust account, ~~resulting~~we would likely receive minimal interest, if any, on the funds held in the trust account. However, interest previously earned on the funds held in the trust account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a ~~reduction~~result, any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount the Public Stockholders would receive upon any redemption or liquidation of the Company. As of December 23, 2022, a majority of the funds in the trust account ~~available~~were ~~for~~removed ~~distribution~~in order to ~~our~~pay ~~public~~redemptions to such participating stockholders. The remainder of the amount in the trust account was removed and deposited into the trustee’s holding cash operating account. As of December 31, 2022, the funds remained in the operating account and were subsequently reinvested in U.S. government treasury obligations on January 5, 2023.

InThe ~~the~~longer ~~event~~ that the ~~proceeds~~funds in the trust account are ~~reduced~~held ~~below~~in ~~the~~short-term U.S. government ~~lesser~~treasury ofobligations ~~(i)~~or ~~$10.00~~in ~~per~~money ~~public~~market ~~share~~funds orinvested ~~(ii)~~ exclusively in such ~~lesser~~securities, ~~amount~~the ~~per~~greater ~~public~~the ~~share~~risk ~~held~~that inwe ~~the~~may ~~trust~~be ~~account~~considered asan ofunregistered ~~the~~investment ~~date~~company, ofin ~~the~~which ~~liquidation~~case ofwe may be required to liquidate the ~~trust~~Company. ~~account~~Accordingly, ~~due~~we tomay ~~reductions~~determine, in ~~the~~our ~~value~~discretion, ofto liquidate the ~~trust~~securities ~~assets,~~held in ~~each~~the ~~case~~trust ~~net~~account ofat ~~the~~any ~~amount~~time ofand ~~interest~~instead ~~which~~hold ~~may~~all befunds ~~withdrawn~~in tothe ~~pay~~trust ~~taxes~~account in cash, ~~and~~which ~~our~~would ~~Sponsor~~further ~~asserts~~reduce ~~that~~the itdollar isamount ~~unable~~the topublic ~~satisfy~~stockholders ~~its~~would ~~obligations~~receive orupon ~~that~~any itredemption ~~has~~or noliquidation ~~indemnification~~of ~~obligations~~the ~~related~~Company. toAs aof ~~particular~~the ~~claim,~~date ~~our~~of ~~independent~~this ~~directors~~proxy ~~would~~statement/prospectus, ~~determine~~we ~~whether~~are tocurrently ~~take~~holding ~~legal~~the ~~action~~funds ~~against~~in our ~~Sponsor~~trust toaccount ~~enforce~~in ~~its~~U.S. ~~indemnification~~government treasury obligations.

~~While~~Risks weRelating ~~currently expect that our independent directors would take legal action on our behalf against our Sponsor~~ to ~~enforce~~Taxation its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

~~the per-share redemption~~An investment in our securities may result in uncertain or adverse U.S. federal income tax consequences.

~~Rule 2a-7~~ The U.S. federal income tax consequences of a cashless exercise of the warrants included in the units issued in our initial public offering are unclear under current law, and the adjustment to the exercise price and/or redemption price of the warrants could give rise to dividend income to investors without a corresponding payment of cash. In addition, it is unclear whether the redemption rights with respect to our shares of common stock suspend the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of common stock is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for U.S. federal income tax purposes.

~~their pro-rata share of~~45

the per-share redemption amountTable of Contents

~~or winding-up petition~~We may be subject to an increased rate of tax on our income if we are treated as a personal holding company.

Depending on the date and size of our initial business combination, it is possible that we could be treated as a “personal holding company” for U.S. federal income tax purposes. A U.S. corporation generally will be classified as a personal holding company for U.S. federal income tax purposes in a given taxable year if more than 50% of its ownership (by value) is concentrated, within a certain period of time, in five or ~~winding~~ fewer individuals (without regard to their citizenship or residency and including as individuals for this purpose certain entities such as certain tax-~~up petition~~exempt organizations, pension funds, and charitable trusts), and at least 60% of its income is comprised of certain passive items.

~~or winding-up petition~~A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.

orOn August ~~winding~~16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into U.S. federal law. The IRA provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including certain redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-upU.S. corporations (each, a “covered corporation”). The excise tax will apply to stock repurchases occurring in 2023 and beyond. It is currently expected that we (whose securities are trading on NYSE) are a “covered corporation” for this purpose. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. The U.S. Department of the Treasury has authority to provide excise tax regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. On December ~~petition~~27, 2022, the U.S. Department of the Treasury issued a notice that provides interim operating rules for the excise tax, including rules governing the calculation and reporting of the excise tax, on which taxpayers may rely until the forthcoming proposed Treasury regulations addressing the excise tax are published. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of other aspects of the excise tax remain unclear, and such interim operating rules are subject to change.

42The extent of the excise tax that may be incurred in connection with a redemption of Class A common stock would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the excise tax, (ii) the fair market value of the redemption treated as a repurchase of stock in connection with a business combination, (iii) the nature and amount of the equity issued, if any, by us in connection with the a business combination, and (iv) the content of forthcoming regulations and other guidance from the U.S. Department of the Treasury. As noted above, the excise tax is imposed on the repurchasing corporation itself, not the stockholders from which stock is repurchased, and only limited guidance on the mechanics of any required reporting and payment of the excise tax on which taxpayers may rely have been issued to date. The imposition of the excise tax could reduce the amount of cash available to us for effecting the redemptions of Class A common stock, and could reduce the cash on hand for golden falcon to fund operations and to make distributions to stockholders.

~~Table~~General ofRisk ~~Contents~~Factors

Changes in laws or ~~winding-up petition~~ regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or ~~winding-up petition~~ 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.

On March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and impact the extent to which SPACs could become subject to regulation under the ~~per-share amount~~Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our business, including our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

~~or winding-up petition~~46

or winding-up petitionTable of Contents

We are an emerging growth company and a smaller reporting company within the ~~per-share amount that~~ meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

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

AnFurther, ~~investment~~Section 102(b)(1) inof ~~our~~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 ~~may~~registered ~~result~~under inthe ~~uncertain~~Exchange Act) are required to comply with the new or ~~adverse~~revised Ufinancial accounting standards.S The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. ~~federal~~We ~~income~~have ~~tax~~elected ~~consequences~~not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The~~Additionally, ~~U.S.~~we ~~federal~~are ~~income tax consequences of~~ a ~~cashless~~“smaller ~~exercise~~reporting ofcompany” ~~the~~as ~~warrants~~defined ~~included~~ in ~~the~~Item 10(f)(1) ~~units~~of ~~issued~~Regulation inS-K. ~~our~~Smaller ~~initial~~reporting ~~public~~companies ~~offering~~may ~~are~~take ~~unclear~~advantage ~~under~~of ~~current~~certain ~~law,~~reduced ~~and~~disclosure ~~the~~obligations, ~~adjustment~~including, toamong ~~the~~other ~~exercise~~things, ~~price~~providing ~~and/or~~only ~~redemption~~two ~~price~~years of ~~the~~audited ~~warrants~~financial ~~could~~statements. ~~give~~We ~~rise~~will toremain ~~dividend~~a ~~income~~smaller toreporting ~~investors~~company ~~without~~until athe ~~corresponding~~last ~~payment~~day of ~~cash.~~the Infiscal ~~addition,~~year itin iswhich ~~unclear~~(1) the ~~whether~~market ~~the~~value ~~redemption~~of ~~rights~~our ~~with~~common ~~respect~~stock toheld ~~our~~by ~~shares~~non-affiliates ofexceeds ~~common~~$250 ~~stock~~million ~~suspend~~as of the ~~running~~end of athat ~~U.S. holder~~year’s ~~holding~~second ~~period~~fiscal ~~for~~quarter, ~~purposes~~or of(2) our ~~determining~~annual ~~whether~~revenues ~~any~~exceeded ~~gain~~$100 ormillion ~~loss~~during ~~realized~~such bycompleted ~~such~~fiscal ~~holder~~year onand the ~~sale~~market orvalue ~~exchange~~ of our common stock isheld ~~long~~by non-~~term~~affiliates ~~capital~~exceeds ~~gain~~$700 ormillion ~~loss~~as ~~and~~of ~~for~~the ~~determining~~end ~~whether~~of ~~any~~that ~~dividend~~year’s second fiscal quarter. To the extent we ~~pay~~take ~~would~~advantage beof ~~considered~~such ~~“qualified~~reduced ~~dividends”~~disclosure ~~for~~obligations, ~~U.S.~~it ~~federal~~may ~~income~~also ~~tax~~make ~~purposes~~comparison of our financial statements with other public companies difficult or impossible.

WeITEM 1B. ~~may~~UNRESOLVED beSTAFF ~~subject~~COMMENTS ~~to an increased rate of tax on our income if we are treated as a personal holding company.~~

~~tax-exempt~~None.

~~General~~ITEM 2. ~~Risk~~PROPERTIES ~~Factors~~

~~Changes~~We incurrently ~~laws~~maintain orour ~~regulations,~~executive oroffices aat ~~failure~~850 toLibrary ~~comply~~Avenue, ~~with~~Suite ~~any~~204, ~~laws and regulations~~Newark, ~~may~~Delaware ~~adversely~~19711. ~~affect~~We consider our ~~business,~~current ~~investments~~office ~~and~~space ~~results~~adequate offor our current operations.

We47 are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

WeTable are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. Contents

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 SectionITEM ~~404~~3. ofLEGAL ~~the~~PROCEEDINGS ~~Sarbanes-Oxley Act, reduced disclosure~~

43There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team.

~~Table~~ITEM 4. ofMINE ~~Contents~~SAFETY DISCLOSURES

~~non-affiliates~~Not applicable.

~~non-emerging~~48

S-K.Table of Contents

~~non-affiliates~~PART II

~~non-affiliates~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~ITEM~~Our equity securities trade on the NYSE. Each of our units consists of one share of Class 1BA common stock and one-half of one redeemable warrant and, commencing on December 18, 2020, trades on the NYSE under the symbol “GFX.U.” ~~UNRESOLVED~~The ~~STAFF~~Class A ~~COMMENTS~~common stock and warrants underlying our units began trading separately on the NYSE under the symbols “GFX” and “GFX WS,” respectively, on February 8, 2021.

~~None.~~Holders of Record

~~ITEM~~On March 27, 2023, there were approximately 1 holder of record of our units, 1 holder of record of our Class A common stock, 6 holders of record of our Class B common stock and 2 holders of record of our warrants. ~~PROPERTIES~~Such numbers do not include beneficial owners holding our securities through nominee names.

WeDividends ~~currently maintain our executive offices at 850 Library Avenue, Suite 204, Newark, Delaware 19711. We consider our current office space adequate for our current operations.~~

~~ITEM~~We have not paid any cash dividends on our Class 3A common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. ~~LEGAL~~The ~~PROCEEDINGS~~payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~There~~Use isof noProceeds ~~material~~from ~~litigation, arbitration or governmental proceeding currently pending against us or any members of~~ our ~~management~~Initial ~~team.~~Public Offering

~~ITEM~~On December 22, 2020, we consummated our initial public offering of 34,500,000 Units, including the issuance of 4,500,000 Units as a result of the exercise in full of the underwriters’ over-allotment option, at an offering price of $10.00 ~~MINE~~per ~~SAFETY~~Unit, ~~DISCLOSURES~~generating total gross proceeds of $345,000,000. The securities sold in our initial public offering were registered under the Securities Act on registration statements on Form S-1 (Nos. 333-251058 and 333-251448). The registration statements became effective on December 17, 2020.

~~Not applicable~~ITEM 6. [RESERVED]

4449

~~PART~~ITEM 7. IIMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~ITEM 5~~The statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business and the forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” ~~MARKET~~Our ~~FOR~~actual ~~REGISTRANT’S~~results ~~COMMON~~may ~~EQUITY~~differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the sections entitled “Risk Factors”,” ~~RELATED~~“Business”, ~~STOCKHOLDER~~the ~~MATTERS~~audited ~~AND~~financial ~~ISSUER~~statements, ~~PURCHASES~~including OFthe ~~EQUITY~~related ~~SECURITIES~~notes, appearing elsewhere in this Annual Report, and the preliminary prospectus/proxy statement to be included in a Registration Statement on Form F-4 that MNG will file with the SEC relating to the proposed business combination with MNG. All references to years, unless otherwise noted, refer to our fiscal years, which end on December 31.

~~one-half~~Overview

~~Holders~~We are a Delaware corporation structured as a blank check company formed on August 24, 2020, for the purpose of ~~Record~~effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our business combination using cash from the proceeds of the initial public offering and the sale of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.

OnWe ~~March~~expect ~~31,~~to ~~2022,~~continue ~~there~~to ~~were~~incur ~~approximately~~significant 1costs ~~holder~~in ofthe ~~record~~pursuit of our ~~units,~~acquisition 1plans. ~~holder~~We ofcannot ~~record~~assure ofyou ~~our~~that ~~Class A common stock, 6 holders of record of~~ our ~~Class B~~plans ~~common~~to ~~stock~~raise ~~and~~capital 2or ~~holders~~to ofcomplete ~~record of~~ our ~~warrants.~~initial ~~Such~~business ~~numbers~~combination dowill ~~not~~be ~~include beneficial owners holding our securities through nominee names~~successful.

~~Dividends~~On December 20, 2022, we held a special meeting at which our stockholders approved the Charter Amendment and the Trust Amendment. The Charter Amendment and the Trust Amendment extend the date by which we must consummate our initial business combination to the Extended Date.

WeIn ~~have~~connection ~~not~~with ~~paid~~the ~~any~~stockholder ~~cash~~vote ~~dividends on our Class A common stock~~ to ~~date~~approve ~~and~~the doExtension, ~~not intend to pay cash dividends prior to~~ the ~~completion~~holders of ~~our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings~~30, ~~if any~~291,421 ~~capital~~shares ~~requirements and general financial condition subsequent to completion~~ of ~~our~~Class A ~~initial~~Common ~~business~~Stock ~~combination.~~properly ~~The~~exercised ~~payment~~their ofright ~~any cash dividends subsequent~~ to ~~our~~redeem ~~initial~~their ~~business~~shares ~~combination~~for ~~will~~cash beat ~~within~~a ~~the~~redemption ~~discretion~~price of ~~our~~approximately ~~board of directors at such time~~$10.11 Inper ~~addition~~share, ~~our~~for ~~board~~an ofaggregate ~~directors~~redemption isamount ~~not~~of ~~currently~~approximately ~~contemplating and does not anticipate declaring any stock dividends in the foreseeable future~~$306.3 ~~Further~~million, ifleaving weapproximately ~~incur~~$42.6 ~~any~~million ~~indebtedness~~ in ~~connection~~the ~~with~~trust ~~our~~account ~~initial~~immediately ~~business~~following ~~combination,~~the ~~our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith~~redemptions.

~~Use~~Proposed ofBusiness ~~Proceeds~~Combination ~~from our Initial Public Offering~~

SOn December 6, 2022, we entered into the Business Combination Agreement with MNG, HoldCo, IntermediateCo, FinCo, and Merger Sub. If the Business Combination Agreement and the transactions contemplated thereby are adopted and approved by our stockholders, and the Business Combination is subsequently completed, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company after the Merger, as a result of which the Company will become an indirect, wholly-1owned subsidiary of MNG.

~~333-251058~~The Proposed Business Combination and the Business Combination Agreement are more fully described in Note 1 to the financial statements included in Item 8 of this Annual Report.

~~333-251448).~~Results of Operations

~~ITEM~~We have neither engaged in any operations nor generated any revenues to date. Our only activities through December 631, 2022 were organizational activities, those necessary to prepare for the initial public offering, described below, and, after our initial public offering, identifying a target company for a business combination and, after signing the Business Combination Agreement, completing the Proposed Business Combination. ~~[RESERVED]~~We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account, along with non-operating income or expense related to the change in fair value of the warrant liabilities and the Sponsor Convertible Promissory Note. 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.

4550

~~ITEM~~For the year ended December 7.31, ~~MANAGEMENT’S~~2022, ~~DISCUSSION~~we ~~AND~~had ~~ANALYSIS~~a OFnet ~~FINANCIAL~~income ~~CONDITION~~of ~~AND~~$13,802,503, ~~RESULTS~~which OFconsists ~~OPERATIONS~~of interest earned on marketable securities held in the trust account of $4,759,341, interest earned on the operating bank account of $15, partial reversal of transaction costs incurred in connection with IPO of $350,123, and change in fair value of warrant liabilities of $12,536,310, partially offset by formation and operational costs of $2,893,920, change in fair value of convertible promissory note – related party of $11,080, unrealized loss on marketable securities held in the trust account of $122, and provision for income taxes of $938,164.

~~The~~For ~~statements in~~ the ~~discussion~~year ~~and~~ended ~~analysis~~December 31, ~~regarding industry outlook~~2021, ~~our~~we ~~expectations~~had ~~regarding~~a ~~the~~net ~~performance~~income of ~~our business and the forward-looking statements are subject to numerous risks and uncertainties~~$19, ~~including~~323,177, ~~but~~which ~~not~~consists ~~limited~~of ~~to,~~interest ~~the~~earned ~~risks~~on ~~and~~marketable ~~uncertainties~~securities ~~described~~held in ~~“Risk~~the ~~Factors”~~trust ~~and~~account ~~“Cautionary~~of ~~Note~~$155,704, ~~Regarding~~unrealized ~~Forward-Looking~~gain ~~Statements.”~~on ~~Our~~marketable ~~actual~~securities ~~results~~held ~~may differ materially from those contained~~ in orthe ~~implied~~trust byaccount ~~any~~of ~~forward-looking~~$5,765, ~~statements.~~change ~~You~~in ~~should~~fair ~~read~~value ~~the~~of ~~following~~convertible ~~discussion~~promissory ~~together~~note ~~with~~– ~~the~~related ~~sections~~party ~~entitled~~of ~~“Risk Factors”~~$60,”511 ~~“Business”~~ and ~~the~~change ~~audited financial statements, including the related notes, appearing elsewhere~~ in ~~this~~fair ~~Annual~~value ~~Report.~~of ~~All~~warrant ~~references~~liabilities toof ~~years~~$20, ~~unless otherwise noted~~935,690, ~~refer~~partially tooffset ~~our~~by ~~fiscal~~formation ~~years,~~and ~~which~~operational ~~end~~costs onof ~~December 31~~$1,834,493.

~~Overview~~Liquidity and Capital Resources

WeOn ~~are~~December 22, a2020, ~~blank~~we ~~check~~consummated ~~company formed under~~ the ~~laws~~initial ofpublic ~~the~~offering ~~State~~ of ~~Delaware on August 24~~34,500,000 ~~2020~~units, ~~for~~at ~~the~~$10.00 ~~purpose~~per ~~of effecting a merger~~unit, ~~capital~~which ~~stock~~included ~~exchange,~~the ~~asset~~full ~~acquisition,~~exercise ~~stock~~by ~~purchase,~~the ~~reorganization~~underwriters orof ~~other~~their ~~similar~~over-allotment ~~business~~option ~~combination~~in ~~with~~the ~~one~~amount orof ~~more~~4,500,000 ~~businesses.~~units, Wegenerating ~~intend~~gross toproceeds ~~effectuate~~of ~~our~~$345,000,000. ~~business~~Simultaneously ~~combination~~with ~~using cash from~~ the ~~proceeds~~closing of the initial public offering and the full over-allotment option, we consummated the sale of ~~the~~8,900,000 private placement warrants, ~~our~~to ~~capital~~the ~~stock,~~sponsor ~~debt~~at or a ~~combination~~price of ~~cash~~$1.00 per warrant, ~~stock~~generating ~~and~~gross ~~debt~~proceeds of $8,900,000.

WeFollowing ~~expect~~the toinitial ~~continue~~public tooffering, ~~incur~~the ~~significant~~full ~~costs~~exercise inof the ~~pursuit~~over-allotment option, and the sale of ~~our~~the ~~acquisition~~private ~~plans.~~placement Wewarrants, ~~cannot~~a ~~assure~~total ~~you~~of ~~that~~$345,000,000 ~~our~~was ~~plans~~placed toin ~~raise~~the ~~capital~~trust oraccount. Transaction costs amounted to ~~complete~~$19,455,706, ~~our~~consisting ~~initial~~of ~~business~~$6,900,000 ~~combination~~of ~~will~~underwriting befees, ~~successful~~net of reimbursement, $12,075,000 of deferred underwriting fees and $480,706 of other offering costs.

~~Results~~On December 6, 2022, the Representatives in our initial public offering, agreed, on behalf of ~~Operations~~the underwriters, to a reduction of their deferred underwriting fee of up to $0.35 per unit. Pursuant to an amendment to the underwriting agreement, the deferred underwriting fee from any remaining funds on deposit in the trust account and/or any other funds available in connection with the Business Combination, which will be payable at closing of the Business Combination is as follows: (i) $5,000,000 of the deferred underwriting fee (the “Minimum Deferred Underwriting Fee”) will be due and payable in cash to the underwriters, upon the closing of the Business Combination irrespective of the amount of Available Cash (as defined in the Business Combination Agreement); (ii) if the Available Cash is equal to or greater than $30.0 million and up to $100.0 million, an additional amount equal to up to $4.0 million of the deferred underwriting fee will be due and payable in cash to the underwriters upon the closing of the Business Combination, which additional amount will be linearly determined in relation to the amount of the Available Cash and will be at least $0 and up to $4.0 million; and (iii) if the Available Cash is equal to or greater than $100.0 million and up to $345.0 million, an additional amount of up to $3,075,000 of the deferred underwriting fee will be due and payable in cash to the underwriters upon the closing of the Business Combination, which additional amount will be linearly determined in relation to the amount of the Available Cash and will be at least $0 and up to $3,075,000 (such additional amounts in clauses (ii) and (iii) being referred to herein as an “Incremental Deferred Underwriting Commission,” and together with the Minimum Deferred Underwriting Fee, the “Deferred Underwriting Fee”). As a result of the amendment, the reduction in deferred fees was split on a pro rata basis between additional paid-in capital and other income based upon the original amount of the deferred underwriting fee’s allocation to the liability-classified instruments in the initial public offering. Therefore, the deferred underwriting fee was reduced by $6,365,867, of which $350,123 is shown in the condensed statement of operations as the partial reversal of transaction costs incurred in connection with IPO and $6,015,744 is charged to additional paid-in capital in the statement of stockholders’ deficit. As a result of the reduction, the outstanding deferred underwriting fee payable was reduced to $5,709,133.

~~non-~~For the year ended December 31, 2022, net cash used in operating activities was $1,445,811. Net income of $13,802,503 was affected by the change in fair value of warrant liabilities of $12,536,310, partial reversal of transaction costs incurred in connection with IPO of $350,123, change in fair value of convertible promissory note – related party of $11,080, interest earned on marketable securities held in trust account of $4,759,341 and an unrealized gain on marketable securities held in trust account of $122. Changes in operating assets and liabilities provided $2,386,258 of cash from operating activities primarily due to a decrease in prepaid expenses and an increase in accounts payable and accrued expenses and income taxes payable.

~~non-operating~~51

ForTable the year ended December 31, 2021, we had a net income of $19,323,177, which consists of interest earned on marketable securities held in the trust account of $155,704, unrealized gain on marketable securities held in the trust account of $5,765, change in fair value of convertible promissory note – related party of $60,511 and change in fair value of warrant liabilities of $20,935,690, partially offset by formation and operational costs of $1,834,493. Contents

For the ~~period~~year ~~from~~ended ~~August 24, 2020 (inception) through~~ December 31, ~~2020~~2021, wenet ~~had~~cash aused ~~net~~in ~~loss~~operating ofactivities was $101,~~661~~299,~~113,~~101. ~~which~~Net ~~consists~~income of ~~formation and operational costs of~~ $8119,~~585~~323,177 ~~transaction~~was ~~costs~~affected ~~incurred~~by inthe ~~connection with IPO of $1,069,399,~~ change in fair value of warrant liabilities of $820,~~629~~935,~~500~~690, ~~and~~change in fair value of ~~warrant~~convertible ~~liability~~promissory innote ~~excess~~– ofrelated ~~proceeds~~party ~~received in private placement~~ of $~~890~~60,~~000~~511, ~~offset by~~ interest ~~income – bank of $1, interest~~ earned on marketable securities held in ~~the~~ trust account of $5155,~~916~~704 and an unrealized gain on marketable securities held in ~~our~~ trust account of $35,~~454~~765. Changes in operating assets and liabilities provided $535,392 of cash from operating activities.

~~Liquidity~~For the year ended December 31, 2022, net cash used in financing activities was $305,909,116 as a result of the drawdowns on the Sponsor Convertible Promissory Note (defined below) and ~~Capital~~redemption ~~Resources~~of Class A common stock in connection with the Extension vote.

OnFor ~~December 22, 2020, we consummated~~ the ~~initial~~year ~~public~~ended ~~offering of 34~~December 31,~~500,000~~ ~~units~~2021, atnet ~~$10.00~~cash ~~per~~provided ~~unit, which included the full exercise~~ by ~~the~~financing ~~underwriters~~activities ofwas ~~their over-allotment option in the amount of 4,500,000 units, generating gross proceeds of~~ $~~345~~320,~~000,000.~~111 ~~Simultaneously~~as ~~with~~a ~~the~~result ~~closing~~ of the ~~initial~~drawdowns ~~public~~on ~~offering, we consummated~~ the ~~sale of 8,900,000 private placement warrants to the~~ Sponsor atConvertible aPromissory ~~price of $1~~Note.00 ~~per warrant, generating gross proceeds of $8,900,000.~~

46At December 31, 2022 we had cash held in the trust account of $42,563,076. Interest income on the balance in the trust account may be used by us to pay taxes. As of December 31, 2022, net cash provided by investing activities was $307,366,982 as a result of permitted withdrawals of interest earned on the trust account to pay our franchise and income taxes and the redemption of Class A common stock amounting to $306,349,500 in connection with the Extension vote.

~~Table~~We intend to use substantially all of ~~Contents~~the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions, franchise taxes, and income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

~~Following~~At ~~the~~December 31, ~~initial~~2022, ~~public~~we ~~offering,~~had ~~the~~cash ~~full~~of ~~exercise~~$23,935 outside of the ~~over-allotment~~trust ~~option~~account, accounts payable and ~~the~~accrued ~~sale~~expenses of ~~the~~$2,176,154, ~~private~~and ~~placement~~income ~~warrants,~~taxes apayable ~~total~~ of $~~345~~365,~~000,000~~164. ~~was~~We ~~placed~~intend into use the ~~trust~~funds ~~account.~~held Weoutside ~~incurred~~the ~~$19,606,206~~trust account in ~~transaction~~addition ~~costs,~~to ~~including~~the ~~$6,900,000~~remaining ofamount ~~underwriting~~unborrowed ~~fees,~~on ~~net~~the ofSponsor ~~reimbursement,~~Convertible ~~$12,075,000~~Promissory Note of ~~deferred underwriting fees and~~ $~~631~~239,~~206~~505 ofprimarily ~~other~~to ~~offering~~complete ~~costs~~a business combination.

~~For~~In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the ~~year~~sponsor ~~ended~~or ~~December 31~~an affiliate of the sponsor or certain of our directors and officers may, ~~2021~~but are not obligated to, ~~net~~lend ~~cash~~us ~~used~~funds inas ~~operating~~may ~~activities~~be ~~was~~required. $1If we complete a business combination,~~299~~ we would repay such lent amounts. In the event that a business combination does not close,~~101~~ we may use a portion of the working capital held outside the trust account to repay such lent amounts but no proceeds from our trust account would be used for such repayment. ~~Net~~On ~~income~~September 13, 2021, our sponsor agreed to lend us an aggregate of up to $191,~~323~~000,~~177~~000 ~~was~~pursuant ~~affected~~to bya convertible promissory note for working capital purposes (the ~~change~~“Sponsor inConvertible ~~fair~~Promissory ~~value~~Note”). ofAt ~~warrant~~December 31, ~~liabilities~~2022, ofthere was $20760,~~935,690,~~495 of cumulative cash advanced under the Sponsor Convertible Promissory Note. The Sponsor Convertible Promissory Note was valued using the fair value method. The change in the fair value of ~~convertible~~the ~~promissory~~ note –recorded ~~related~~in ~~party~~the statements of operations for the year ended December 31, 2022, was $6011,~~511~~080, ~~interest~~resulting ~~earned~~in ona ~~marketable~~fair ~~securities~~value ~~held~~of inthe ~~trust~~Sponsor ~~account~~Convertible Promissory Note of $~~155~~482,~~704~~600. ~~and~~For anthe ~~unrealized~~year ~~gain~~ended onDecember 31, ~~marketable~~2021, ~~securities~~the ~~held~~change in ~~trust~~fair ~~account~~value of ~~$5,765.~~the ~~Changes~~note recorded in ~~operating~~the ~~assets~~statements ~~and~~of ~~liabilities~~operations ~~provided~~was $~~535~~60,~~392~~511, resulting in a fair value of ~~cash~~the ~~from~~Sponsor ~~operating~~Convertible ~~activities~~Promissory Note of $259,600.

~~For~~Going ~~the~~Concern period from August 24, 2020 (inception) through December 31, 2020, cash used in operating activities was $553,424. Net loss of $10,661,113 was affected by interest earned on marketable securities held in trust account of $5,916, an unrealized gain on marketable securities held in trust account $3,454, transaction costs incurred in connection with initial public offering of $1,069,399, fair value of warrant liability in excess of proceeds received in private placement of $890,000 and change in fair value of warrant liabilities of $8,629,500. Changes in operating assets and liabilities used $471,840 of cash from operating activities.

~~For~~As ~~the~~of ~~year ended~~ December 31, ~~2021~~2022, ~~net~~we ~~cash~~had ~~provided~~$23,935 byin ~~financing~~our ~~activities~~operating ~~was~~bank account, $~~320~~42,~~111~~563,076 asin cash held in the trust account to be used for a ~~result~~business combination, or to repurchase or redeem our stock in connection therewith, and a working capital deficit of $2,020,661, which excludes the ~~drawdowns~~permitted withdrawal should we elect to withdraw from the trust account for franchise taxes payable of $40,050 or income taxes payable of $365,164. As of December 31, 2022, $3,912,576 of the amount on deposit in the ~~Convertible~~trust ~~Note~~account represented interest income, $122 of which was recorded as an unrealized loss. Interest income earned on the trust account is available to pay our tax obligations. Through December 31, 2022, $1,017,481 was withdrawn from the trust account to pay our tax obligations.

~~For~~52 the period from August 24, 2020 (inception) through December 31, 2020, net cash used in investing activities was $345,000,000 as a result of the investment of cash into the trust account. Net cash provided by financing activities for the same period was $346,544,294 inclusive of $25,000 and $338,100,000 as a result of proceeds from the issuance of Class B common stock to the Sponsor and proceeds from the sale of units, respectively. Net cash was also influenced by $8,900,000 provided by the sale of Private Placement Warrants and partially offset by the payment of offering costs of $480,706.

AtTable December 31, 2021 we had cash and marketable securities held in the trust account of $345,170,839 consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the trust account may be used by us to pay taxes. Through December 31, 2021, we have not withdrawn any interest earned from the trust account. Contents

We ~~intend~~may toraise ~~use~~additional ~~substantially~~capital ~~all~~through loans or additional investments from the sponsor or an affiliate of the ~~funds~~sponsor ~~held~~or incertain of our directors and officers. The sponsor may but is not obligated to (except as described below), lend the ~~trust~~Company ~~account~~funds, ~~including~~from ~~any~~time to time in whatever amounts ~~representing~~it ~~interest~~deems ~~earned~~reasonable in its sole discretion, to meet our working capital needs. As discussed above, on September 13, 2021, the ~~trust~~sponsor ~~account~~agreed ~~(less~~to ~~deferred~~lend ~~underwriting~~us ~~commissions~~up ~~and~~to ~~income~~an ~~taxes~~aggregate ~~payable)~~of $1,000,000 for working capital purposes pursuant to ~~complete~~the ~~our~~Sponsor ~~business~~Convertible ~~combination~~Promissory Note. ToWe had drawn an aggregate of $760,495 under the ~~extent~~convertible ~~that~~promissory ~~our~~note ~~capital~~as ~~stock~~of orDecember 31, ~~debt~~2022, iswhich ~~used~~includes drawdowns of $120,000 inon ~~whole~~September 13, or2021, in$114,311 ~~part~~on October 5, as2021, ~~consideration~~$70,800 on October 26, 2021, $15,000 on November 29, 2021, $150,000 on January 31, 2022, $150,000 on March 31, 2022, $27,384 on November 9, 2022, and $113,000 on December 27, 2022. There can be no assurance that we will be able to ~~complete~~obtain ~~our~~additional financing prior to completing a business combination, ~~the~~however. ~~remaining~~Moreover, ~~proceeds~~we ~~held~~may inneed ~~the~~to ~~Trust~~obtain ~~Account~~additional ~~will~~financing beeither ~~used~~to ascomplete ~~working~~our ~~capital~~business combination or because we become obligated to ~~finance~~redeem ~~the~~a ~~operations~~significant number of ~~the~~our ~~target~~public shares upon consummation of our business combination, in which case we may issue additional securities or ~~businesses~~incur debt in connection with such business combination. Subject to compliance with applicable securities laws, ~~make~~we ~~other~~would ~~acquisitions~~only ~~and~~complete ~~pursue~~such financing simultaneously with the completion of our ~~growth~~business ~~strategies~~combination.

AtIf ~~December 31,~~we ~~2021,~~are weunable ~~had~~to ~~cash~~raise ofadditional ~~$11~~capital,~~880~~ ~~outside~~we ofmay ~~the~~be ~~trust~~required ~~account~~to ~~and~~take ~~accounts~~additional ~~payable~~measures ~~and~~to ~~accrued~~conserve ~~expenses of $258~~liquidity,~~427.~~ Wewhich ~~intend~~could toinclude, ~~use~~but ~~the~~not ~~funds~~necessarily ~~held~~be ~~outside~~limited ~~the trust account primarily~~ to ~~identify and evaluate target businesses~~, ~~perform~~curtailing ~~business due diligence on prospective target businesses~~operations, ~~travel~~suspending tothe ~~and~~pursuit ~~from~~of the ~~offices,~~Business ~~plants~~Combination orand ~~similar~~reducing ~~locations~~overhead ofexpenses. ~~prospective~~We ~~target~~cannot ~~businesses~~provide orany ~~their~~assurance ~~representatives~~that ornew ~~owners,~~financing ~~review~~will ~~corporate~~be ~~documents~~available ~~and~~to ~~material~~us ~~agreements~~on ofcommercially ~~prospective~~acceptable ~~target businesses~~terms, ~~and~~if ~~structure,~~at ~~negotiate and complete a business combination~~all.

In ~~order~~connection towith ~~fund~~the ~~working~~Company’s ~~capital~~assessment ~~deficiencies~~of orgoing ~~finance~~concern ~~transaction~~considerations ~~costs~~ in ~~connection~~accordance with aASC ~~business~~Subtopic ~~combination~~205-40, ~~the~~Presentation ~~Sponsor~~of orFinancial anStatements ~~affiliate~~– ofGoing ~~the~~Concern, ~~Sponsor~~pursuant orto ~~certain of~~ our ~~directors~~amended and ~~officers~~restated ~~may,~~certificate ~~but~~of ~~are not obligated to~~incorporation, ~~lend us funds~~ as ~~may~~amended, ~~be required. If~~ we ~~complete~~have auntil ~~business~~June 22, ~~combination~~2023, weor ~~would repay~~ such ~~lent~~earlier ~~amounts.~~date Inas ~~the~~determined ~~event~~by ~~that~~our aboard ~~business~~of ~~combination does not close~~directors, weto ~~may~~consummate ~~use~~ a ~~portion~~business ofcombination. ~~the~~If ~~working~~a ~~capital~~business ~~held~~combination ~~outside~~is ~~the~~not ~~trust~~consummated ~~account~~by toJune 22, ~~repay~~2023, ~~such~~there ~~lent~~will ~~amounts~~be ~~but~~a nomandatory ~~proceeds~~liquidation ~~from~~and ~~our~~subsequent ~~trust~~dissolution ~~account~~of ~~would~~the beCompany ~~used~~after ~~for~~June 22, ~~such repayment~~2023. OnAlthough ~~September~~we ~~13,~~intend ~~2021, the Sponsor agreed~~ to ~~lend~~consummate usa anbusiness ~~aggregate~~combination ofon upor tobefore $1June 22,~~000~~ 2023,~~000~~ ~~pursuant~~it tois ~~the~~uncertain ~~Convertible~~that ~~Note~~we ~~(as~~will ~~defined~~be ~~below)~~able ~~for~~to ~~working~~consummate ~~capital~~a ~~purposes.~~business Wecombination ~~had~~by ~~drawn an aggregate of $320~~June 22,~~111~~ ~~under the Convertible Note as of December 31, 2021, leaving $679,889 available to us~~2023. ~~We subsequently drew down an additional $150~~This,~~000~~ onas ~~the~~well ~~Convertible~~as ~~Note~~our onliquidity ~~January 31~~condition, ~~2022~~raise ~~bringing~~substantial ~~the~~doubt ~~total~~about ~~balance~~our ~~withdrawn~~ability ~~on the Convertible Note~~ to ~~$470,111,~~continue ~~leaving~~as ~~$529,889~~a ~~available~~going ~~to us~~concern. UpNo toadjustments ~~$1,500,000~~have ofbeen ~~loans~~ made byto the ~~Sponsor~~carrying oramounts ~~an affiliate~~ of ~~the~~assets ~~Sponsor~~ or ~~certain~~liabilities ofshould ~~our~~we ~~directors and officers (including pursuant to the Convertible Note) may~~ be ~~convertible~~required ~~into warrants identical~~ to ~~the~~liquidate ~~private~~after ~~placement warrants~~June 22, ~~at a price of $1~~2023.00 ~~per warrant at the option of the lender.~~

47Off-Balance Sheet Arrangements

~~Table~~We did not have any off-balance sheet arrangements as of ~~Contents~~December 31, 2022.

~~Going~~Contractual ~~Concern~~Obligations

AsWe ofdo ~~December 31,~~not ~~2021,~~have weany ~~had~~long-term ~~$11~~debt,~~880~~ incapital ~~our~~lease obligations, operating ~~bank~~lease ~~accounts,~~obligations ~~$345~~or long-term liabilities,~~170,839~~ inother ~~marketable~~than ~~securities~~an ~~held~~agreement into ~~the~~pay ~~trust~~an ~~account~~affiliate toof beour ~~used~~sponsor a monthly fee of $10,000 for acertain ~~business~~administrative, ~~combination~~research, ortransaction toand ~~repurchase~~other orsupport ~~redeem~~services. ~~its~~We ~~stock~~began inincurring ~~connection~~these ~~therewith~~fees on December 22, 2020 and ~~working~~will ~~capital~~continue ofto ~~$91,547,~~incur ~~which~~these ~~excludes~~fees ~~franchise~~monthly ~~taxes~~until ~~payable~~the earlier of ~~$143,219~~the ~~and~~completion ~~$56,830~~ of ~~franchise~~the ~~taxes~~business ~~paid~~combination and ~~not~~our ~~yet~~liquidation. ~~reimbursed~~In ~~from~~addition, for the ~~trust~~year ~~account.~~ended ~~As of~~ December 31, ~~2021~~2022, ~~approximately~~we ~~$170,839~~reimbursed such affiliate of the ~~amount~~Sponsor for certain costs incurred on ~~deposit~~our behalf in the ~~trust~~amount ~~account~~of ~~represented interest income~~$120,000 which is ~~available~~included toin ~~pay~~general ~~our~~and ~~tax~~administrative ~~obligations~~expenses in the accompanying statement of operations.

WeThe ~~may~~underwriters ~~raise~~are ~~additional~~entitled ~~capital~~to ~~through loans or additional investments from~~ the ~~Sponsor~~Deferred orUnderwriting ~~an affiliate of the Sponsor or certain of our directors and officers~~Fee. The ~~Sponsor~~Deferred ~~may~~Underwriting ~~but~~Fee iswill ~~not~~become ~~obligated~~payable to ~~(except~~the asunderwriters ~~described below), loan us funds,~~ from ~~time~~the toamounts ~~time~~held in ~~whatever~~the ~~amounts~~trust itaccount ~~deems~~solely ~~reasonable~~ in ~~its sole discretion, to meet out working capital needs. On September 13, 2021,~~ the ~~Sponsor~~event ~~agreed~~that towe ~~lend~~complete usa anbusiness ~~aggregate of up to $1~~combination,~~000,000~~ ~~for~~subject ~~working capital purposes pursuant~~ to the ~~Convertible~~terms ~~Note. We had drawn an aggregate~~ of ~~$320,111 under~~ the ~~Convertible~~underwriting ~~Note~~agreement, as ~~of December 31, 2021, leaving $679,889 available to us~~amended. We ~~subsequently~~entered ~~drew~~into ~~down~~ an ~~additional~~amendment ~~$150,000~~to on the ~~Convertible~~underwriting ~~Note~~agreement onthat ~~January~~reduced ~~31, 2022 bringing~~ the total ~~balance~~deferred ~~withdrawn~~underwriting onfee ~~the~~as Convertible Note to $470,111, leaving $529,889 available to us. There can be no assurance that we will be able to obtain additional financing, however. 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~~December 31, in2022 ~~which~~(See ~~case~~Note ~~we may issue additional securities or incur debt in connection with such business combination~~6). ~~Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination.~~

If53 we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

InTable connection with our assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements – Going Concern, pursuant to our Amended and Restated Certificate of Incorporation, we have until December 22, 2022 to consummate a business combination. If a business combination is not consummated by this date, or our stockholders have not approved an extension, there will be a mandatory liquidation and subsequent dissolution of the Company. Although we intend to consummate a business combination on or before December 22, 2022, and may seek an extension, it is uncertain that we will be able to consummate a business combination, or obtain an extension, by this time. This, as well as our liquidity condition, raise substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after December 22, 2022. Contents

~~Off-Balance~~Critical Accounting Policies

~~off-balance~~We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management.

~~Contractual~~Our ~~Obligations~~critical accounting policies are presented below:

WeWarrant doLiabilities not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for certain administrative, research, transaction and ~~other~~Convertible ~~support~~Note ~~services.~~– WeRelated ~~began~~Party incurring these fees on December 22, 2020 and will continue to incur these fees monthly until the earlier of the completion of the business combination and our liquidation. In addition, for the three and twelve months ended December 31, 2021, the Company reimbursed such affiliate of the Sponsor for certain costs incurred on the Company’s behalf in the amounts of $9,313 and $108,476, respectively which are included in general and administrative expenses in the accompanying condensed statement of operations.

48We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own Class A common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company accounts for its Sponsor Convertible Promissory Note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its Sponsor Convertible Promissory Note. Using fair value option, the Sponsor Convertible Promissory Note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the note are recognized as non-cash change in the fair value of the Sponsor Convertible Promissory Note in the statements of operations. The fair value of the option to convert into private placement warrants was valued utilizing the closed-form model.

~~Table~~For issued or modified warrants that meet all of ~~Contents~~the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

~~The underwriters are entitled to a deferred fee of $0.35~~Class ~~per~~A ~~Unit,~~Common orStock ~~$12,075,000~~Subject ~~in the aggregate. The deferred fee will become payable~~ to ~~the~~Possible ~~underwriters~~Redemption ~~from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.~~

~~Critical~~We account for our shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting ~~Policies~~Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, all of the Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of our balance sheets.

~~The~~Net ~~preparation~~Income of(Loss) ~~financial~~per ~~statements~~Common ~~and~~Share related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Our critical accounting policies are presented below:

~~Warrant~~We ~~Liabilities~~comply with accounting and ~~Convertible~~disclosure ~~Note~~requirements –of ~~Related~~FASB ~~Party~~ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. We apply the two-class method in calculating income (loss) per common share. Re-measurement associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value.

~~815-15-25,~~54

non-cashTable of Contents

~~paid-~~The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) initial public offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events, and (iii) any warrants that could be acquired through conversion of convertible debt. As of December 31, 2022, there are currently 4,208,579 shares of Class A common stock in the aggregate which does not include the warrants that could be issued as a result of the conversion option in the Sponsor Convertible Promissory Note. As of December 31, 2022 and 2021, we did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

~~non-cash~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Class A~~Not ~~Common~~required ~~Stock~~for ~~Subject~~smaller toreporting ~~Possible~~companies. ~~Redemption~~

~~We account for our shares of Class~~ITEM ~~A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity~~8.” ~~Shares~~FINANCIAL ofSTATEMENTS ~~Class A~~AND ~~common~~SUPPLEMENTARY ~~stock~~DATA subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, all of the Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of our balance sheets.

~~Net~~This ~~Income~~information ~~(Loss)~~appears ~~per~~following ~~Common~~Item ~~Share~~15 of this Annual Report and is included herein by reference.

~~The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”~~ITEM 9. ~~Net~~CHANGES ~~income~~IN ~~(loss)~~AND ~~per~~DISAGREEMENTS ~~common~~WITH ~~share~~ACCOUNTANTS isON ~~computed~~ACCOUNTING byAND ~~dividing~~FINANCIAL ~~net~~DISCLOSURE income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Re-measurement associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value.

The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events, and (iii) any warrants that could be acquired through conversion of convertible debtNone. As of December 31, 2021, there are currently 34,500,000 shares of Class A common stock in the aggregate which does not include the warrants that could be issued as a result of the conversion option in the Convertible Note. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

49ITEM 9A. CONTROLS AND PROCEDURES

~~Table~~Disclosure ofControls ~~Contents~~and Procedures

~~Recent~~We ~~Accounting~~maintain ~~Standards~~disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

~~2020~~In connection with the preparation of this Annual Report, as of December 31, 2022, an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-~~06—~~15(e) under the Exchange Act). Based on such evaluation, our CEO and CFO concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective, due solely to the material weaknesses in our internal control over financial reporting related to our accounting for complex financial instruments previously originally disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 and within our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

~~815-40)~~Management’s Report on Internal Control Over Financial Reporting

~~2020-06”~~Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2022. Internal control over financial reporting is a process 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 system of internal control over financial reporting includes those policies and procedures that (1)” pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

~~2020-06~~55

2020-06Table of Contents

~~if-converted~~Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 based upon criteria in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2022, due to the previously disclosed material weakness in our internal control over financial reporting related to our accounting for complex financial instruments.

~~2020-06~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~2020-06~~This Annual Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

~~Management~~Changes ~~does~~in ~~not~~Internal ~~believe~~Control ~~that~~Over ~~any~~Financial ~~recently~~Reporting ~~issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.~~

~~ITEM 7A.~~There ~~QUANTITATIVE~~were ~~AND~~no ~~QUALITATIVE~~changes ~~DISCLOSURES~~in ~~ABOUT~~our ~~MARKET~~internal ~~RISK~~control over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Not~~ITEM 9B. ~~required~~OTHER ~~for~~INFORMATION ~~smaller reporting companies.~~

~~ITEM 8~~None. ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~

~~This~~ITEM 9C. ~~information~~DISCLOSURE ~~appears~~REGARDING ~~following~~FOREIGN ~~Item~~JURISDICTIONS 15THAT ofPREVENT ~~this~~INSPECTIONS ~~Annual Report and is included herein by reference.~~

~~ITEM 9~~Not applicable. ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~

~~None.~~56

ITEM 9A.Table CONTROLSof AND PROCEDURES Contents

~~Disclosure~~PART ~~Controls~~III ~~and Procedures~~

WeITEM 10. ~~maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act~~DIRECTORS, isEXECUTIVE ~~recorded,~~OFFICERS ~~processed,~~AND ~~summarized~~CORPORATE ~~and~~GOVERNANCE reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

~~13a-15(e)~~Directors and Executive Officers

~~10-Q~~Our current directors and executive officers are listed below.

Management’s Annual Report on Internal Control Over Financial Reporting


Name	Age	Position
Makram Azar	55	Chief Executive Officer and Director
Scott J. Freidheim	57	Chairman of the Board of Directors
Eli Muraidekh	54	Chief Financial Officer and Director
Xavier Rolet, KBE	63	Independent Director
Dominique D’Hinnin	63	Independent Director
I. Martin Pompadur	87	Independent Director
Isabelle Amiel Azoulai	46	Independent Director
Mikael Breuer-Weil	58	Independent Director

~~Management~~Makram isAzar ~~responsible~~has ~~for~~served ~~establishing~~as our Chief Executive Officer and ~~maintaining~~as ~~adequate~~a ~~internal~~member ~~control~~of ~~over~~our ~~financial~~board ~~reporting~~of directors since our inception. Mr. Azar is Chief Executive Officer and director of Full Circle Capital Limited, a private investment and ~~for~~advisory ~~performing~~group, anwhich ~~assessment~~he founded in January 2019. Since May 2019, Mr. Azar has also served as Chief Executive Officer and director of ~~the~~Full ~~effectiveness~~Circle Capital, a wholly-owned subsidiary of ~~internal~~Full ~~control~~Circle ~~over~~Capital ~~financial~~Limited. ~~reporting~~Previously, from 2010 to January 2019, he was at Barclays Bank PLC, where among other roles, he served as Chairman of ~~December 31~~Banking EMEA and Chairman of Barclays Bank PLC, ~~2021~~MENA. ~~Internal~~Since ~~control~~January ~~over~~2019, ~~financial~~he ~~reporting~~has iscontinued ahis ~~process~~relationship ~~designed~~with Barclays Bank PLC, serving as Senior Advisor. Before this, Mr. Azar served as Managing Director and Head of MENA at KKR from 2008 to ~~provide~~2010. ~~reasonable~~Prior ~~assurance~~to ~~regarding~~joining ~~the~~KKR, ~~reliability~~Mr. Azar had spent 18 years at Lehman Brothers, latterly as Global Head of ~~financial~~Sovereign ~~reporting~~Wealth Funds and Chairman of Media Investment Banking EMEA. Previously he led the ~~preparation~~Media, ofConsumer & ~~financial~~Retail ~~statements~~Investment ~~for~~Banking ~~external~~businesses ~~purposes~~of Lehman Brothers in ~~accordance~~EMEA. Mr. Azar has completed a very large number of M&A, equity capital markets, debt capital markets and private equity deals with ~~GAAP.~~an ~~Our~~aggregate ~~system~~value in excess of ~~internal~~$350 ~~control~~billion, ~~over~~across ~~financial~~a ~~reporting~~broad ~~includes~~spectrum ~~those~~of ~~policies~~geographies and ~~procedures~~industries, ~~that~~including ~~(1) pertain~~telecoms, tomedia, ~~the~~technology, ~~maintenance~~consumer, ofsustainable ~~records~~energy, ~~that~~retail, inhospitality, ~~reasonable~~financial ~~detail~~services, ~~accurately~~industrials and ~~fairly~~real ~~reflect~~estate. His clients have included some of the largest institutional investors, multinational corporations, sovereign wealth funds and governments. Mr. Azar holds a BA in Applied Economics from the University Paris-IX Dauphine and a Master’s degree in Management and Finance from École des Hautes Études Commerciales (HEC) in Paris.

50Scott J. Freidheim has served as Chairman of our board of directors since our inception. Since October 2016, Mr. Freidheim has served as Founder and Managing Partner of Freidheim Capital LLC, an investment family office. Previously, Mr. Freidheim served as Co-Chairman of the board of ettain group, a talent solutions company based in Charlotte, North Carolina, and Chief Executive Officer and director of CDI Corp., a publicly traded staffing and engineering company. Mr. Freidheim has served on senior leadership teams across multiple industries including financial services, mass merchandising, brand management and private equity. From 2011 to 2014, he served as Chief Executive Officer of Investcorp International, an alternative investment firm in London. From 2010 to 2011, he served as Executive Vice President and President of Kenmore Craftsman & Diehard for Sears Holdings Corporation (“Sears”). Prior to that, from 2009 to 2010, he served as Executive Vice President, Operating & Support Businesses at Sears. From 1991 to 2008, Mr. Freidheim served in several roles at Lehman Brothers, the most recent of which was Chief Administrative Officer and Executive Vice President. In addition, he currently serves, or has served, on several boards, including N+W Global Vending (Milan, Italy), Icopal (Herlev, Denmark), GL Education (London, England) and Lands’ End (Dodgeville, WI, USA). Mr. Freidheim currently serves, or has served, on a number of not-for-profit boards. In 2005, he was named a Young Global Leader by the World Economic Forum and was a member of the WEF’s inaugural Global Agenda Council. Mr. Freidheim holds a BA from Northwestern University and a Master’s degree in Management with concentration in Finance from Northwestern’s Kellogg School of Management.

~~Table~~57 ~~of Contents~~

transactionsTable and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Contents

~~Management~~Eli ~~performed~~Muraidekh anhas ~~assessment~~served as our Chief Financial Officer and as a member of ~~the~~our ~~effectiveness~~board of directors since our ~~internal~~inception. ~~control~~Since ~~over~~2014, ~~financial~~Mr. Muraidekh ~~reporting~~has served as the Founder, Chief Executive Officer and Chief Investment Officer, and as a director, of ~~December~~Telamon Capital LLP. Prior to this, from 2009 to 2014, Mr. 31Muraidekh served as Executive Board Director, ~~2021~~Investment ~~based~~Committee ~~upon~~Member ~~criteria~~and inInvestment ~~Internal~~Director ~~Control~~at –Windmill ~~Integrated~~Hill ~~Framework~~Asset ~~(2013~~Management, ~~Framework)~~a ~~issued~~financial byservices company. While there, Mr. Muraidekh managed the ~~Committee~~assets of ~~Sponsoring~~the ~~Organizations~~philanthropic foundations of ~~the~~Lord ~~Treadway~~Jacob ~~Commission~~Rothschild ~~(COSO)~~totaling over $2.0 ~~Based~~billion. onHe ~~our~~invested ~~assessment~~across ~~and~~multiple ~~those~~asset ~~criteria~~classes globally, ~~management~~ranking ~~determined~~the ~~that~~endowment wein ~~did~~the ~~not~~top ~~maintain~~five ~~effective~~percentile ~~internal~~of ~~control~~ over ~~financial~~400 ~~reporting~~endowments astracked ofby ~~December 31,~~Cambridge ~~2021~~Associates. Previously, ~~due~~Mr. Muraidekh towas Executive Director of the ~~previously~~Value ~~disclosed~~Recovery ~~material~~Fund ~~weaknesses~~at Blue Bay Asset Management. Prior to that, Mr. Muraidekh was Co-Founder of Elwin Capital Partners and Executive Director at Goldman Sachs. Mr. Muraidekh has also worked at McKinsey in ~~our~~London ~~internal~~and ~~control~~Morgan ~~over~~Stanley ~~financial~~in ~~reporting~~New ~~related~~York. toMr. Muraidekh ~~our~~holds ~~accounting~~a ~~for~~BA ~~complex~~in ~~financial~~Economics ~~instruments~~summa cum laude from Yale University, where he graduated first in his class, and an MBA with distinction from the Harvard Business School.

~~Because~~Xavier Rolet, KBE has served on our board of ~~its~~directors ~~inherent~~as ~~limitations~~an independent director since the closing of our initial public offering. From January 2019 to January 2020, ~~internal~~Mr. Rolet ~~control~~served ~~over~~as ~~financial~~Chief ~~reporting~~Executive ~~may~~Officer ~~not~~of ~~prevent~~CQS, ora ~~detect~~global ~~misstatements~~hedge fund. ~~Also~~Previously, ~~projections~~from 2009 to 2018, Mr. Rolet was the Chief Executive Officer of ~~any~~the ~~evaluation~~London Stock Exchange (“LSE”). Mr. Rolet was named as one of ~~effectiveness~~the 100 Best CEOs in the World in the 2017 Harvard Business Review. In his decade at the helm of the LSE, the LSE’s market valuation rose from £800 million to ~~future~~more ~~periods~~than ~~are~~£15 ~~subject~~billion. He is currently the Chairman and Chief Executive Officer of World Quantum Growth Acquisition Corp., a member of the Board of Overseers of Columbia Business School, a member of the Board of Directors of the Saudi Stock Exchange (Tadawul), an External Director – Portfolio Companies of the Public Investment Fund (PIF), an Expert Adviser to the ~~risk~~Shanghai ~~that~~Institute ~~controls~~of ~~may~~Finance ~~become~~for ~~inadequate~~the ~~because~~Real Economy (SIFRE), a Member of ~~changes~~the inSenior ~~conditions~~Advisory Board at Towerbrook Capital Partners LP, orand ~~that~~a Founder and Director of a number of other privately held companies. He has held various senior positions in the ~~degree~~financial services industry throughout his career, including Chief Executive Officer of ~~compliance~~Banque ~~with~~Lehman Brothers in Paris; co-head of Global Equity & Derivatives Trading at Lehman Brothers New York; Global Head of Risk and Trading at Dresdner Kleinwort Wasserstein; Vice-President, International Equity Risk Arbitrage at Goldman Sachs New York; and co-Head of European Equities Sales and Trading at Goldman Sachs International Ltd. in London. Mr. Rolet holds an MSc in management science and finance from the ~~policies~~KEDGE orBusiness ~~procedures~~School, ~~may~~an ~~deteriorate~~MBA from Columbia Business School and a post-graduate degree from Paris-based IHEDN (Institute of Advanced Studies in National Defense).

~~Management~~Dominique D’Hinnin has ~~implemented~~served ~~remediation~~on ~~steps~~our toboard ~~improve~~of ~~our~~directors ~~internal~~as ~~control~~an ~~over~~independent ~~financial~~director ~~reporting~~since the closing of our initial public offering. ~~Specifically~~Since 2017, weMr. D’Hinnin ~~expanded~~has ~~and~~beenchairman ~~improved~~of ~~our~~the ~~review~~board ~~process~~of ~~for~~EUTELSAT ~~complex~~Communications, ~~securities~~a ~~and~~French ~~related~~satellite ~~accounting~~service ~~standards~~company. WeFrom ~~plan~~2009 to ~~further~~2016, ~~improve~~Mr. D’Hinnin ~~this~~served ~~process~~as byCo-Managing ~~enhancing~~Partner ~~access~~of toLagardère ~~accounting~~Group. ~~literature~~Previously, ~~identification~~he was Chief Financial Officer of ~~third-party~~Lagardère ~~professionals~~Group, ~~with~~Executive ~~whom~~Vice toPresident ~~consult~~of ~~regarding~~Grolier ~~complex~~Inc., ~~accounting~~and ~~applications~~Chief Financial Officer of the publisher Hachette Livre, following his active role in the financial and ~~consideration~~legal restructuring of ~~additional~~the ~~staff~~Lagardère ~~with~~Group where he oversaw the ~~requisite~~merger ~~experience~~of Matra with Hachette. Mr. D’Hinnin is also a board member of EDENRED, a French corporate services company, Vantiva SA, a French technology company, and ~~training~~Louis toDelhaize ~~supplement~~SA, ~~existing~~a ~~accounting~~Belgium ~~professionals~~private retail group. ~~The~~Mr. D’Hinnin ~~elements~~was formerly a board member of ~~our~~PRISA, ~~remediation~~the ~~plan~~world’s ~~can~~Spanish ~~only~~and bePortuguese ~~accomplished~~media ~~over~~group, ~~time~~and EADS-Airbus, asthe ~~such~~Deputy asChairman of ~~December 31~~the Supervisory Board of Canal+ France, ~~2021~~Vice Chairman at Atari, and he sat on the ~~material~~Strategic ~~weakness~~Council at PricewaterhouseCoopers France. Mr. D’Hinnin has ~~not~~also ~~been~~held ~~fully~~board ~~remediated~~positions at Marie Claire Album, Holding Evelyne Prouvost, Editions Amaury, and weLe ~~can~~Monde. ~~offer~~Mr. D’Hinnin noreceived ~~assurance~~his ~~that~~undergraduate ~~these~~degree ~~initiatives~~from ~~will~~École ~~ultimately~~Normale ~~have~~Supérieure ~~the~~(in ~~intended~~classical ~~effects~~culture) and a graduate degree from Ecole Nationale d’Administration.

10I. Martin Pompadur has served on our board of directors as an independent director since the closing of our initial public offering. Mr. Pompadur is currently an investor and advisor to various companies, and a board member of Nexstar Media Group, Inc., Chicken Soup for the Soul Entertainment, Inc., and Troika MediaGroup all of which are publicly traded companies. Previously, from 2009 to 2016, he served as Global Vice Chairman, Media and Entertainment at Macquarie Capital, an investment bank and financial services company. From June 1998 to November 2008, Mr. Pompadur held several positions at News Corporation, a multinational mass media corporation, including Executive Vice President of News Corporation, President of News Corporation Eastern and Central Europe and a member of News Corporation’s Executive Management Committee. In January 2000, Mr. Pompadur was appointed Chairman of News Corporation Europe. In 1985, as advisor to News Corporation, Mr. Pompadur helped acquire for News Corporation the Metromedia television station group and wrote the business plan for the start-Kup of the Fox Television Network. From 1982 to April 2007, Mr. Pompadur was Chairman and Chief Executive Officer of RP Media Management which operated 12 television stations, 25 radio stations and numerous cable television systems totaling 500,000 subscribers. From 1977 to 1982, Mr. Pompadur served as President of Ziff

~~Changes~~58 ~~in Internal Control Over Financial Reporting~~

OtherTable than the matters set forth above, there were no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Contents

~~ITEM~~ Corporation, then a holding company for Ziff-Davis Publishing Company. Prior to that, from 1960 to 1977, Mr. 9BPompadur worked at ABC, Inc. ~~OTHER~~where ~~INFORMATION~~he held several positions, including General Manager of the Television Network, Vice President of the Broadcast Division, President of the Leisure Activities Group and Vice President of ABC, Inc. Mr. Pompadur was also previously a Managing General Partner at Northeastern Television Investors LP and was Chairman and Chief Executive Officer of GP Station Partners and of Multivision Cable TV. Mr. Pompadur previously served as a director of IMAX Corporation and Truli Media Group, Inc., both publicly traded companies, and as a director of ABC. Inc, BSkyB, Sky Italia, Premier World, Fox Kids Europe, Metromedia International and Elong. Mr. Pompadurholds a BA from Williams College and a law degree from the University of Michigan Law School.

~~None~~Isabelle Amiel Azoulai has served on our board of directors as an independent director since the closing of our initial public offering. Ms. Azoulai is Founder and Managing Partner of Sienna Venture Capital. Previously, she was Co-Founder and Managing Partner at La Maison SA, a private equity and venture capital investment group formed in 2014, where she led more than 50 direct technology-focused investments in Israel, the United States, Europe and China. Ms. Azoulai also serves as the personal advisor to several ultra-high net worth European entrepreneurs. From 2014 to 2019, Ms. Azoulai was also a Senior Banker and Partner at Banque Leonardo, SA, a banking company. Ms. Azoulai was formerly an investment partner at Credit Suisse, where she managed the Ultra High Net Worth Individuals department. Prior to that, she managed the investment consulting department of Credit Suisse Private Banking in Paris. Ms. Azoulai is a founding member of the benefit committee of Institut Imagine, the French institute for genetic diseases. Ms. Azoulai holds a Master’s degree in Business from Lincoln International Business School.

~~ITEM~~Mikael Breuer-Weil has served on our board of directors as an independent director since the closing of our initial public offering. Mr. 9CBreuer-Weil co-founded Marylebone Partners LLP, an investment management boutique, in September 2013 and served as founding partner and Chief Investment Officer until March 2020, when he stepped down from his executive roles. ~~DISCLOSURE~~Previously, ~~REGARDING~~from ~~FOREIGN~~1994 ~~JURISDICTIONS~~to ~~THAT~~2012, ~~PREVENT~~he ~~INSPECTIONS~~was the Principal Investment Adviser to philanthropic and family foundations connected to Lord Jacob Rothschild, and in 2007 became Investment Director for RIT Capital Partners plc, an investment trust with a current market value of approximately £2.8 billion. Additionally, he has held various non-executive and investment advisory roles and he remains an adviser to a number of charitable and family organizations. Mr. Breuer-Weil started his career at Mercury Asset Management in 1986 and worked as a fund manager including a period of secondment with Odyssey Partners LLP in New York. Mr. Breuer-Weil graduated from the London School of Economics with a degree in law.

~~Not~~Number ~~applicable.~~and Terms of Office of Officers and Directors

51Our board of directors consists of eight members. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of Isabelle Amiel Azoulai and Mikael Breuer-Weil expired at our first annual meeting of stockholders and such officers were re-elected to serve on our board of directors. The term of office of the second class of directors, consisting of Eli Muraidekh, Dominique D’Hinnin and I. Martin Pompadur, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Makram Azar, Scott Freidheim and Xavier Rolet, KBE, will expire at the third annual meeting of stockholders.

~~Table~~Our officers are appointed by the board of ~~Contents~~directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws will provide that our officers may consist of one or more Chairmen of the board of directors, one or more Chief Executive Officers, a President, a Chief Financial Officer, Chief Investment Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the board of directors.

~~PART~~59 ~~III~~

ITEM 10.Table DIRECTORS,of EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Contents

~~Directors~~Committees ~~and~~of ~~Executive~~the ~~Officers~~Board of Directors

Our ~~current~~board of directors has three standing committees: an audit committee, a compensation committee and ~~executive~~a ~~officers~~nominating ~~are~~and ~~listed~~corporate governance committee, each of which is composed solely of independent directors. Each committee operates under a charter that has been approved by our board of directors and has the composition and responsibilities described below. The charter of each committee is available to view at our website, www.goldenfalconcorp.com, under the Governance Documents section.

Name	Age	Position
Makram Azar	55	Chief Executive Officer and Director
Scott J. Freidheim	56	Chairman of the Board of Directors
Eli Muraidekh	54	Chief Financial Officer and Director
John M. Basnage de Beauval	57	General Counsel and Secretary
Xavier Rolet, KBE	62	Independent Director
Dominique D’Hinnin	62	Independent Director
I. Martin Pompadur	86	Independent Director
Isabelle Amiel Azoulai	46	Independent Director
Mikael Breuer-Weil	57	Independent Director

Audit Committee

~~Makram~~The ~~Azar~~members of our audit committee are Messrs. Breuer-Weil and Pompadur and Ms. Amiel Azoulai. Ms. Amiel Azoulai serves as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Breuer-Weil qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

~~University Paris-IX Dauphine~~We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

~~Scott~~• J.the ~~Freidheim~~appointment, compensation, retention and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

~~Co-Chairman~~ • overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements,

• overseeing the independent auditors’ qualifications and independence and the performance of ~~not-for-profit boards.~~ the internal audit function and independent auditors;

52• assisting with oversight of the design and implementation of the internal audit function;

~~Table~~• ofreviewing ~~Contents~~and approving the annual audit plan for the Company;

~~Eli~~• ~~Muraidekh~~discussing earnings press releases and financial information provided to analysts and rating agencies;

~~was Co-Founder of~~• discussing with management our policies and practices with respect to risk assessment and risk management;

~~summa~~• ~~cum~~reviewing ~~laude~~any audit problems or difficulties and management’s response with the independent auditors;

~~John~~• M.meeting ~~Basnage~~periodically dewith ~~Beauval~~each of management, internal auditors and the independent auditors;

co• pre-~~founded~~approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, including the fees and terms of the services to be performed;

~~Sub-Saharan~~• reviewing and discussing our annual audited financial statements and quarterly financial statements with management and the independent auditor;

~~was co-head of~~• reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

~~magna~~• ~~cum~~setting ~~laude~~clear hiring policies for employees or former employees of the independent auditors;

~~Xavier~~• ~~Rolet,~~setting ~~KBE~~clear policies for audit partner rotation in compliance with applicable laws and regulations;

~~Paris; co~~• obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-~~head~~ control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

• establishing procedures for (i) the receipt, retention and ~~co-Head~~ treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

~~Dominique~~60 ~~D’Hinnin~~

Co-ManagingTable of Contents

53• reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

~~Table~~• evaluating, on an annual basis, the audit committee’s performance and reporting regularly to the board of ~~Contents~~directors.

I.Compensation ~~Martin~~Committee ~~Pompadur~~

~~the~~The members of our compensation committee are Messrs. Pompadur and Rolet. Mr. ~~start-up~~ Rolet serves as chair of the compensation committee.

~~Isabelle~~We ~~Amiel~~have ~~Azoulai~~adopted a compensation committee charter, which details the purpose and responsibilities of the compensation committee, including:

~~Co-Founder~~• reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and, either as a committee or together with the other independent directors (as directed by the board), determining and approving the compensation level (if any) of our Chief Executive Officer based on such evaluation;

~~Mikael~~• ~~Breuer-Weil~~setting salaries and approving incentive compensation awards and equity compensation plan awards for all Section 16 officers as designated by the board;

~~Mr. Breuer-Weil co-founded Marylebone~~• reviewing on an annual basis our executive compensation policies and plans;

~~various non-executive~~ • implementing and administering our incentive compensation plans;

~~Number~~• ~~and~~assisting ~~Terms~~management ofin ~~Office~~complying ofwith ~~Officers~~our proxy statement and ~~Directors~~annual report disclosure requirements;

~~Our~~• ~~board~~if ~~of directors consists of eight members. Our board of directors is divided into three classes~~required, ~~with~~producing ~~only~~a ~~one~~report ~~class~~on ofexecutive ~~directors~~compensation ~~being elected in each year, and with each class (except for those directors appointed prior~~ to ~~our~~be ~~first~~included ~~annual~~in ~~meeting of stockholders) serving a three-year term. Isabelle Amiel Azoulai and Mikael Breuer-Weil, will expire at~~ our ~~first~~ annual ~~meeting~~proxy of stockholders. The term of office of the second class of directors, consisting of Eli Muraidekh, Dominique D’Hinnin and I. Martin Pompadur, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Makram Azar, Scott Freidheim and Xavier Rolet, KBE, will expire at the third annual meeting of stockholders. statement;

54• reviewing, evaluating and recommending changes, if appropriate, to the compensation for directors; and

~~Table~~• ofevaluating, ~~Contents~~on an annual basis, the compensation committee’s performance.

~~Our~~The ~~officers~~charter ~~are~~also ~~appointed~~provides bythat the ~~board~~compensation ofcommittee ~~directors~~may, ~~and~~in ~~serve~~its atsole ~~the~~ discretion ~~of the board of directors~~, ~~rather~~retain ~~than~~or ~~for~~obtain ~~specific~~the ~~terms~~advice of ~~office.~~a ~~Our~~compensation ~~board~~consultant, ofindependent ~~directors~~legal iscounsel ~~authorized~~or toother ~~appoint~~adviser ~~persons~~and towill ~~the~~be ~~offices~~directly ~~set~~responsible ~~forth~~for inthe ~~our~~appointment, ~~bylaws~~compensation asand itoversight ~~deems~~of ~~appropriate.~~the ~~Our~~work ~~bylaws~~of ~~will~~any ~~provide~~such ~~that~~adviser. ~~our~~However, ~~officers~~before ~~may~~engaging ~~consist of one~~ or ~~more~~receiving ~~Chairmen~~advice offrom ~~the~~a ~~board~~compensation ~~of directors~~consultant, ~~one~~external orlegal ~~more~~counsel ~~Chief~~or ~~Executive~~any ~~Officers,~~other ~~a President~~adviser, athe ~~Chief~~compensation ~~Financial~~committee ~~Officer,~~will ~~Chief~~consider ~~Investment~~the ~~Officer,~~independence ~~Vice~~of ~~Presidents,~~each ~~Secretary, Treasurer and~~ such ~~other~~adviser, ~~offices~~including asthe ~~may~~factors berequired ~~determined~~ by the ~~board~~NYSE ofand ~~directors~~the SEC.

~~Committees~~Nominating ofand ~~the~~Corporate ~~Board~~Governance ofCommittee ~~Directors~~

~~Governance~~The ~~Documents~~members of our nominating and corporate governance committee are Messrs. D’Hinnin and Rolet and Ms. Amiel Azoulai. Mr. D’Hinnin serves as chair of the nominating and corporate governance committee.

~~Audit~~We ~~Committee~~have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

~~The~~• ~~members~~identifying ofindividuals ~~our~~qualified ~~audit~~to ~~committee~~become ~~are~~members ~~Messrs. Breuer-Weil and Pompadur and Ms. Amiel Azoulai. Mr. Breuer-Weil serves as chair~~ of the ~~audit committee. Each member of the audit committee is financially literate and our~~ board of directors ~~has determined that Mr. Breuer-Weil qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.~~ ;

We• ~~have~~recruiting, ~~adopted~~reviewing anand ~~audit~~making ~~committee~~recommendations ~~charter,~~to ~~which~~the ~~details~~board ~~the~~of ~~purpose~~directors ~~and~~regarding ~~principal~~nominees ~~functions~~for ofelection ~~the~~or ~~audit~~to ~~committee,~~fill ~~including:~~vacancies on the board;

• developing the ~~appointment,~~criteria ~~compensation,~~and ~~retention~~qualifications ~~and~~for ~~oversight~~membership ofon the ~~work~~board of ~~the independent auditors and any other independent registered public accounting firm engaged by us~~directors;

•61 ~~overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements,~~

•Table overseeing the independent auditors’ qualifications and independence and the performance of the internal audit function and independent auditors;Contents

• ~~assisting~~reviewing ~~with~~candidates ~~oversight~~proposed ofby stockholders, and conducting appropriate inquiries into the ~~design~~background and ~~implementation~~qualifications of ~~the~~any ~~internal~~such ~~audit function~~candidates;

• reviewing the independence of each director and ~~approving~~making a recommendation to the ~~annual~~board ~~audit~~of ~~plan~~directors ~~for~~with ~~the~~respect ~~Company~~to each director’s independence;

• ~~discussing~~developing ~~earnings~~and ~~press~~recommending ~~releases~~to ~~and~~the ~~financial~~board ~~information~~of ~~provided~~directors the corporate governance guidelines applicable to ~~analysts~~us and ~~rating~~reviewing ~~agencies~~our corporate governance guidelines at least annually;

• ~~discussing~~making ~~with~~recommendations ~~management~~to ~~our~~the ~~policies~~board ~~and~~of ~~practices~~directors with respect to ~~risk~~the ~~assessment~~membership of the audit, compensation and ~~risk~~nominating ~~management~~and corporate governance committees;

• ~~reviewing~~overseeing ~~any~~the ~~audit~~evaluation ~~problems~~of orthe ~~difficulties~~performance of the board of directors and its committees and management’s, ~~response~~on ~~with~~a continuing basis, including an annual self-evaluation of the ~~independent~~performance ~~auditors~~of the nominating and corporate governance committee;

• ~~meeting~~reviewing ~~periodically~~our ~~with~~overall ~~each~~corporate governance and reporting to the board of ~~management,~~directors ~~internal~~on ~~auditors~~its findings and ~~the~~any ~~independent auditors~~recommendations; and

• ~~pre-approving~~monitoring ~~all audit~~ and ~~permitted~~making ~~non-audit~~recommendations ~~services~~regarding tocommittee befunctions, ~~provided by the independent auditors or any other registered public accounting firm engaged by us~~contributions, ~~including the fees~~ and ~~terms of the services to be performed;~~composition.

•Guidelines ~~reviewing~~for ~~and~~Selecting ~~discussing~~Director ~~our~~Nominees ~~annual audited financial statements and quarterly financial statements with management and the independent auditor;~~

55The guidelines for selecting nominees, which are specified in the nominating and corporate governance committee charter, generally provide that persons to be nominated:

~~Table~~• ofshould ~~Contents~~have demonstrated notable or significant achievements in business, education or public service;

• ~~reviewing~~should possess the requisite intelligence, education and ~~discussing~~experience ~~with~~to ~~the~~make ~~independent~~a ~~auditors~~significant ~~all~~contribution ~~relationships~~to the ~~auditors~~board ~~have~~of ~~with~~directors usand inbring ~~order~~a torange ~~evaluate~~of ~~their~~skills, ~~continued~~diverse ~~independence~~perspectives and backgrounds to its deliberations; and

• ~~setting~~should ~~clear~~have ~~hiring~~the ~~policies~~highest ~~for~~ethical ~~employees~~standards, ora ~~former~~strong ~~employees~~sense of professionalism and intense dedication to serving the ~~independent~~interests ~~auditors;~~of the stockholders.

•The ~~setting~~nominating ~~clear~~and ~~policies~~corporate ~~for~~governance ~~audit~~committee ~~partner~~will ~~rotation~~consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in ~~compliance~~evaluating ~~with~~a ~~applicable~~person’s ~~laws~~candidacy for membership on the board of directors. The nominating and ~~regulations;~~corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating and corporate governance committee will not distinguish among nominees recommended by stockholders and other persons.

•Code obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of ~~the audit firm~~Ethics, orCorporate byGovernance ~~any~~Guidelines ~~inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm~~ and ~~any~~Committee ~~steps~~Charters ~~taken to deal with such issues;~~

•We ~~establishing~~have ~~procedures~~adopted ~~for~~a Code of Business Conduct and Ethics (i“Code of Ethics”) ~~the~~applicable ~~receipt~~to our directors, ~~retention~~officers and ~~treatment~~employees in ofaccordance ~~complaints~~with ~~received~~applicable byfederal ussecurities ~~regarding~~laws. ~~accounting~~We have filed a copy of our Code of Ethics, ~~internal~~our ~~accounting~~Audit ~~controls~~Committee Charter, orour ~~auditing~~Compensation ~~matters~~Committee Charter and ~~(ii)~~our ~~the~~Nominating ~~confidential,~~and ~~anonymous~~Corporate ~~submission~~Governance Committee Charter as exhibits to our registration statement for our initial public offering. You may also review these documents by accessing our ~~employees~~public offilings ~~concerns~~at ~~regarding~~the ~~questionable~~SEC’s ~~accounting~~web site at www.sec.gov. We intend to disclose any amendments to or ~~auditing~~waivers ~~matters;~~of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

•Our ~~reviewing~~board ~~and~~of ~~approving~~directors ~~any~~has ~~related~~also ~~party~~adopted ~~transaction~~Corporate ~~required~~Governance toGuidelines bein ~~disclosed~~accordance ~~pursuant~~with tothe ~~Item~~corporate ~~404~~governance rules of ~~Regulation~~the ~~S-K~~NYSE ~~promulgated~~that byserve as a flexible framework within which our board of directors and its committees operate. Copies of our Corporate Governance Guidelines, our Code of Ethics, our Audit Committee Charter, our Compensation Committee Charter and our Nominating and Corporate Governance Committee Charter are available on our corporate website, under the ~~SEC~~Governance ~~prior~~Documents tosection. usThe ~~entering~~information contained on or accessible through our corporate website or any other website that we may maintain is not incorporated by reference into ~~such~~this ~~transaction;~~report. ~~and~~

•62 ~~evaluating, on an annual basis, the audit committee’s performance and reporting regularly to the board of directors.~~

CompensationTable Committeeof Contents

~~The members of our compensation committee are Messrs~~ITEM 11. ~~Pompadur~~EXECUTIVE ~~and~~COMPENSATION ~~Rolet. Mr. Rolet serves as chair of the compensation committee.~~

WeExecutive ~~have~~Officer ~~adopted a compensation committee charter, which details the purpose~~ and ~~responsibilities~~Director ofCompensation ~~the compensation committee, including:~~

•None ~~reviewing~~of ~~and~~our ~~approving~~officers, ondirectors or members of our strategic advisory group has received any cash compensation for services rendered to us. We pay an ~~annual~~affiliate ~~basis~~of ~~the~~our ~~corporate~~sponsor ~~goals~~for administrative, research, transaction and ~~objectives~~other ~~relevant~~support services provided to ~~our~~us ~~Chief~~in ~~Executive~~the ~~Officer~~amount of up to $10,000 per month, until the Extended Date. No compensation of any kind, including finder’s ~~compensation~~and consulting fees, ~~evaluating~~will be paid by us to our ~~Chief~~initial ~~Executive~~stockholders, ~~Officer’s~~officers, ~~performance~~directors inor ~~light~~members of ~~such~~our ~~goals~~strategic ~~and~~advisory ~~objectives~~group, ~~and~~or any of their respective affiliates, ~~either~~for asservices arendered ~~committee~~prior to or ~~together~~in connection with the ~~other~~completion ~~independent~~of our initial business combination, except that at the closing of our initial business combination, we may pay a customary financial consulting fee to our initial stockholders, officers, directors, (members of our strategic advisory group or their affiliates which will not be made from the proceeds of our initial public offering held in the trust account prior to the completion of our initial business combination. We may pay such financial consulting fee in the event such party or parties provide us with specific target company, industry, financial or market expertise, as ~~directed~~well byas insights, relationships, services or resources in order to assess, negotiate and consummate an initial business combination. The amount of any such financial consulting fee we pay will be based upon the ~~board)~~prevailing market for similar services for comparable transactions at such time, ~~determining~~and will be subject to the review of our audit committee pursuant to the audit committee’s policies and ~~approving~~procedures relating to transactions that may present conflicts of interest. We would disclose any such fee in the ~~compensation~~proxy ~~level~~or ~~(if~~tender offer materials used in connection with a proposed business combination. However, these individuals will be reimbursed for any) out-of-pocket ~~our~~expenses ~~Chief~~incurred ~~Executive~~in ~~Officer~~connection ~~based~~with activities on our behalf such ~~evaluation;~~as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made by us to our initial stockholders, officers or directors, or our or their affiliates.

•After ~~setting~~the ~~salaries~~completion ~~and~~of ~~approving~~our ~~incentive~~initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation ~~awards~~will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and ~~equity~~director compensation. ~~plan~~Any ~~awards~~compensation ~~for~~to ~~all~~be ~~Section~~paid 16to our officers aswill ~~designated~~be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board; of directors.

•We ~~reviewing~~are onnot anparty ~~annual~~to ~~basis~~any agreements with our executive ~~compensation~~officers ~~policies~~and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and ~~plans;~~we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.

•ITEM 12. ~~implementing~~SECURITY ~~and~~OWNERSHIP ~~administering~~OF ~~our~~CERTAIN ~~incentive~~BENEFICIAL ~~compensation~~OWNERS ~~plans;~~AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

•The ~~assisting~~following ~~management~~table insets ~~complying~~forth ~~with~~information regarding the beneficial ownership of our ~~proxy~~shares ~~statement~~of ~~and~~common ~~annual~~stock ~~report~~as ~~disclosure~~of ~~requirements;~~March 27, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock by:

• ifeach ~~required,~~person ~~producing~~known aby ~~report~~us onto ~~executive~~be ~~compensation~~the tobeneficial beowner ~~included~~of inmore ~~our~~than ~~annual~~5% ~~proxy~~of ~~statement~~the outstanding shares of common stock;

• ~~reviewing,~~each ~~evaluating~~of ~~and~~our ~~recommending~~executive ~~changes,~~officers ifand ~~appropriate,~~directors tothat ~~the~~beneficially ~~compensation~~owns ~~for~~shares ~~directors~~of common stock; and

• ~~evaluating,~~all onour anexecutive ~~annual~~officers ~~basis,~~and ~~the~~directors ~~compensation~~as ~~committee’s~~a ~~performance~~group.

~~The~~Unless ~~charter~~otherwise ~~also~~indicated, ~~provides~~we believe that ~~the~~all ~~compensation~~persons ~~committee~~named ~~may,~~ in ~~its sole discretion, retain or obtain~~ the ~~advice~~table ofhave asole ~~compensation~~voting ~~consultant, independent legal counsel or other adviser~~ and ~~will~~investment bepower ~~directly~~with ~~responsible~~respect ~~for~~to ~~the~~all ~~appointment,~~shares ~~compensation and oversight~~ of ~~the~~common ~~work~~stock ofbeneficially ~~any~~owned such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by ~~the NYSE and the SEC~~them.

5663

Nominating and Corporate Governance Committee


Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned(2)		Approximate Percentage of Outstanding Common Stock(3)
Golden Falcon Sponsor Group, LLC⁽⁴⁾		8,445,000		65.8	%
Makram Azar⁽⁴⁾		8,445,000		65.8	%
Scott J. Freidheim⁽⁴⁾		8,445,000		65.8	%
Eli Muraidekh		—		—
Xavier Rolet, KBE		36,000		*
Dominique D’Hinnin		36,000		*
I. Martin Pompadur		36,000		*
Isabelle Amiel Azoulai		36,000		*
Mikael Breuer-Weil		36,000		*
All executive officers and directors as a group (8 individuals)		8,625,000		67.2	%

The members of our nominating and corporate governance committee are Messrs. D’Hinnin and Rolet and Ms. Amiel Azoulai. Mr. D’Hinnin serves as chair of the nominating and corporate governance committee.


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned(5)		Approximate Percentage of Outstanding Class A Common Stock(6)
Senator Investment Group LP⁽⁷⁾		2,000,000		47.5	%

We* ~~have~~Less ~~adopted~~than aone ~~nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:~~ percent.

•(1) ~~identifying~~Unless ~~individuals~~otherwise ~~qualified~~noted, tothe ~~become~~business ~~members~~address of each of the ~~board~~following ofentities ~~directors;~~or individuals is c/o Golden Falcon Acquisition Corp., 850 Library Avenue, Suite 204, Newark, Delaware 19711.

•(2) ~~recruiting~~Interests shown consist solely of founder shares, ~~reviewing~~classified ~~and~~as ~~making~~shares ~~recommendations~~of toClass ~~the~~B ~~board~~common stock. Shares of ~~directors~~Class ~~regarding~~B ~~nominees~~common ~~for~~stock ~~election~~are orconvertible tointo ~~fill~~shares ~~vacancies~~of Class A common stock on ~~the~~a ~~board;~~one-for-one basis, subject to adjustment.

•(3) ~~developing~~Based ~~the~~on ~~criteria~~12,833,579 ~~and~~shares ~~qualifications~~of ~~for~~common ~~membership~~stock onoutstanding ~~the~~at ~~board~~March 27, 2023, of ~~directors;~~which 4,208,579 were Class A common stock and 8,625,000 were Class B common stock.

•(4) ~~reviewing~~Our ~~candidates~~sponsor ~~proposed~~is the record holder of such shares. The sponsor is managed by ~~stockholders~~Messrs. Azar and Freidheim. Accordingly, Messrs. Azar and ~~conducting~~Freidheim ~~appropriate~~share ~~inquiries~~voting ~~into~~and dispositive power over the ~~background~~shares held by the sponsor and ~~qualifications~~may ofbe ~~any~~deemed to beneficially own such ~~candidates;~~shares. Each of Messrs. Azar and Freidheim disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

•(5) ~~reviewing~~Interests ~~the~~shown ~~independence~~consist ofsolely ~~each director and making a recommendation to the board~~ of ~~directors~~Class ~~with~~A ~~respect~~common ~~to each director’s independence;~~stock.

•(6) ~~developing~~Based ~~and~~on ~~recommending~~4,208,579 toshares ~~the board~~ of ~~directors~~Class ~~the~~A ~~corporate~~common ~~governance~~stock ~~guidelines~~outstanding ~~applicable to us and reviewing our corporate governance guidelines~~ at ~~least~~March ~~annually;~~27, 2023.

•(7) ~~making~~According ~~recommendations~~to a Schedule 13G filed with the SEC on January 4, 2021 by Senator Investment Group LP (“Senator Investment Group”), which serves as the investment manager to various investment funds (collectively, the ~~board~~“Funds”), ofand ~~directors~~as such, has investment discretion with respect to the ~~membership~~Funds. Douglas Silverman has control of ~~the~~a ~~audit,~~Delaware ~~compensation~~limited liability company that may be deemed to control Senator Investment Group. Senator Investment Group and ~~nominating~~Mr. Silverman share voting and ~~corporate~~dispositive ~~governance~~power ~~committees;~~over the securities. The business address of this stockholder is 510 Madison Avenue, 28th Floor, New York, NY 10022.

•On ~~overseeing~~December 15, ~~the~~2022, ~~evaluation~~in ofconnection with the ~~performance~~Charter ofAmendment, we entered into a commitment agreement with two stockholders, pursuant to which the ~~board~~stockholders ofagreed ~~directors~~to ~~and~~not ~~its~~redeem ~~committees~~an ~~and~~aggregate ~~management~~of 230,000 onpublic ashares ~~continuing~~in ~~basis~~connection with the extension vote, ~~including~~in exchange for our sponsor’s commitment to transfer an ~~annual~~aggregate ~~self-evaluation~~of 115,000 Transfer Shares to such stockholders following the closing of the ~~performance~~Proposed Business Combination, within 10 days after the expiration of the ~~nominating~~earliest ~~and~~lockup ~~corporate~~applicable ~~governance~~to ~~committee;~~the founder shares.

•64 ~~reviewing our overall corporate governance and reporting to the board of directors on its findings and any recommendations; and~~

•Table monitoringof and making recommendations regarding committee functions, contributions, and composition.Contents

~~Guidelines~~ITEM 13. ~~for~~CERTAIN ~~Selecting~~RELATIONSHIPS ~~Director~~AND ~~Nominees~~RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~The~~Certain ~~guidelines~~Relationships ~~for selecting nominees, which are specified in the nominating~~ and ~~corporate~~Related ~~governance~~Transactions ~~committee charter, generally provide that persons to be nominated:~~

•In ~~should~~September ~~have~~2020, ~~demonstrated~~we ~~notable~~issued or7,187,500 ~~significant~~founder ~~achievements~~shares to our sponsor in ~~business~~exchange for a capital contribution of $25,000. ~~education~~In November 2020, our sponsor transferred an aggregate of 150,000 founder shares to our independent directors. On December 17, 2020, we effected a dividend and, as a result, our sponsor currently holds 8,445,000 founder shares and each of our five independent directors currently holds 36,000 founder shares, such that our initial stockholders own an aggregate of 8,625,000 founder shares. The founder shares (including the Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or

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