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

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

~~FORM~~WASHINGTON, ~~10-K~~D.C. 20549

FORM

~~(Mark One)~~10-K

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

~~For~~☒ ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December~~SECTION ~~31,~~13 ~~2021~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐For ~~TRANSITION~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~December 1331, OR2022 ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~☐ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from to~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number:

~~Commission file number:~~ 001-40002

Sustainable Development Acquisition I Corp.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		85-4353398 (I.R.S. Employer Identification No.)
Delaware		85-4353398
5701 Truxtun Avenue. Suite 201 Bakersfield, California (Address of principal executive offices)		90036 (Zip Code)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
5701 Truxtun Avenue. Suite 201 Bakersfield, California		90036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (323)

~~Registrant’s telephone number, including area code: (323)~~ 329-8221

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable Warrant	SDACU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	SDAC	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share	SDACW	The Nasdaq Stock Market LLC

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

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

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

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

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

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

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

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

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

filer, a 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

~~Large accelerated filer ☐ Accelerated filer ☐ Non~~12b-~~accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒~~2

of the Exchange Act. (Check one):

IfLarge anaccelerated ~~emerging~~filer ~~growth~~☐ ~~company,~~Accelerated ~~indicate~~filer by☐ ~~check~~Non-accelerated ~~mark~~filer if☒ ~~the~~Smaller ~~registrant~~reporting ~~has~~company ~~elected~~☒ ~~not to~~Emerging ~~use~~growth ~~the~~company ~~extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐~~☒

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant has ~~filed~~elected anot ~~report~~to onuse ~~and~~the ~~attestation~~extended totransition ~~its~~period ~~management's~~for ~~assessment~~complying ofwith ~~the~~any ~~effectiveness~~new ofor ~~its~~revised ~~internal control~~financial ~~over~~accounting ~~financial~~standards ~~reporting~~provided ~~under~~pursuant ~~Section~~to ~~404~~Section 13(ba) of the ~~Sarbanes-Oxley~~Exchange Act ~~(15 U~~.~~S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.~~ ☐

Indicate by check mark whether the registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule 12b-2~~its management’s assessment of the ~~Exchange~~effectiveness ~~Act~~of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. ☒7262(b)) ~~Yes~~ by the registered public accounting firm that prepared or issued its audit report. ☐ No

~~The~~If ~~aggregate~~securities ~~market~~are ~~value~~registered ofpursuant ~~the~~to ~~registrant’s~~Section 12(b) ~~voting~~of ~~and~~the ~~non-voting~~Act, ~~shares~~indicate ofby ~~Class~~check Amark ~~common~~whether ~~stock~~the ~~held~~financial bystatements ~~non-affiliates~~ of the registrant ~~computed~~included ~~by reference~~in to the ~~price~~filing atreflect ~~which~~ the ~~common~~correction ~~stock was last sold as~~ of ~~the~~an ~~last~~error ~~business~~to ~~day~~previously ofissued ~~the~~financial ~~registrant’s most recently completed second fiscal quarter was $306,762,500~~statements.~~00.~~ ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

~~As of April 22, 2022, there were 31,625,000 Class A common stock, $0~~§240.~~0001 par value and 7,906,250 Class B, $0~~10D-1(b).~~0001 par value, issued and outstanding.~~ ☐

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

~~TABLE OF CONTENTS~~12b-2

of the Exchange Act). ☒ Yes ☐ No

PART I
	Item 1.	Business	2
	Item 1A.	Risk Factors	20
	Item 1B.	Unresolved Staff Comments	52
	Item 2.	Properties	52
	Item 3.	Legal Proceedings	52
	Item 4.	Mine Safety Disclosures	52
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	53
	Item 6.	[Reserved]	53
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	58
	Item 8.	Consolidated Financial Statements and Supplementary Data	58
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58
	Item 9A.	Controls and Procedures	58
	Item 9B.	Other Information	58
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	58
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	59
	Item 11.	Executive Compensation	63
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	65
	Item 14.	Principal Accounting Fees and Services	67
PART IV
	Item 15.	Exhibits and Financial Statement Schedules	68
	Item 16.	Form 10-K Summary	68
SIGNATURES

As of December 31, 2022, the last business day of the registrant’s most recently completed fiscal year, the aggregate market value of the units outstanding, other than securities held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price on December 31, 2022 for shares and units, trading on such date, as reported on Nasdaq, was $ 306,762,500.00.

As ~~Table~~of March 30, 2023, there were 2,178,988 shares of ~~Contents~~ Class A common stock, $0.0001 par value and 7,906,250 shares of Class B common stock, $0.0001 par value, issued and outstanding.

CAUTIONARYTable NOTEof REGARDING FORWARD-LOOKING STATEMENTSContents

~~This~~TABLE ~~Annual~~OF ~~Report~~CONTENTS on Form 10-K contains forward-looking statements, which reflect our current views with respect to, among other things, our strategy related to a potential business combination. All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements regarding our strategy related to a potential business combination, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “target,” “predict,” “seek” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and industry trends that we believe may affect our operations, objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Item 1A. Risk Factors” in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report on Form 10-K may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

The forward-looking statements included in this Annual Report on Form 10-K are made only as of the date of this report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Annual Report on Form 10-K to conform these statements to actual results or to changes in our expectations, except as required by law.


PART I
Item 1.	Business	3
Item 1A.	Risk Factors	23
Item 1B.	Unresolved Staff Comments	60
Item 2.	Properties	60
Item 3.	Legal Proceedings	60
Item 4.	Mine Safety Disclosures	60
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	61
Item 6.	[Reserved]	61
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	61
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 8.	Financial Statements and Supplementary Data	65
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	65
Item 9A.	Controls and Procedures	66
Item 9B.	Other Information	67
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	67
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	68
Item 11.	Executive Compensation	73
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	74
Item 13.	Certain Relationships and Related Transactions, and Director Independence	75
Item 14.	Principal Accounting Fees and Services	77
PART IV
Item 15.	Exhibits and Financial Statement Schedules	78
Item 16.	Form 10-K Summary	78
SIGNATURES

RISKTable FACTORSof SUMMARYContents

AnCAUTIONARY ~~investment~~NOTE inREGARDING our securities involves risks. You should consider carefully the following risks, which are discussed more fully in “Item 1A. Risk Factors,” and all of the other information contained in this Annual Report on Form 10FORWARD-KLOOKING ~~before~~STATEMENTS ~~investing in our common stock. These risks include, but are not limited to, the following:~~

•This Annual Report on Form 10-K contains forward-looking statements, which reflect our ~~being~~current views with respect to, among other things, our strategy related to a ~~company~~potential ~~with~~business nocombination. ~~operating~~All ~~history~~statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements regarding our strategy related to a potential business combination, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “target,” “predict,” “seek” and nosimilar ~~revenue;~~expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and industry trends that we believe may affect our operations, objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Item 1A. Risk Factors” in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report on Form 10-K may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

•The ~~our~~forward-looking ~~ability~~statements included in this Annual Report on Form 10-K are made only as of the date of this report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to ~~select~~update anpublicly ~~appropriate~~any ~~target~~forward-looking ~~business~~statements for any reason after the date of this Annual Report on Form 10-K to conform these statements to actual results or ~~businesses;~~to changes in our expectations, except as required by law.

•1 ~~our ability to complete our initial business combination;~~

•Table our expectations around the performance of a prospective target business or businesses;Contents

•RISK ~~our~~FACTORS ~~success~~SUMMARY ~~in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;~~

•An investment in our ~~officers~~securities ~~and~~involves ~~directors~~risks. ~~allocating~~You ~~their~~should ~~time~~consider tocarefully ~~other~~the ~~businesses~~following ~~and~~risks, ~~potentially~~which ~~having~~are ~~conflicts~~discussed ofmore ~~interest~~fully ~~with~~in ~~our~~“Item ~~business~~1A. orRisk Factors,” and all of the other information contained in ~~approving~~this Annual Report on Form 10-K before investing in our ~~initial~~common ~~business~~stock. ~~combination;~~These risks include, but are not limited to, the following:

• ~~the~~our ~~proceeds~~being ofa ~~the~~company ~~forward~~with ~~purchase~~no ~~shares~~operating ~~being~~history ~~available~~and tono usrevenue;

• our ~~potential~~ ability to ~~obtain~~select ~~additional~~an ~~financing~~appropriate totarget ~~complete our initial~~ business ~~combination~~or businesses;

• our ~~pool~~ability ofto ~~prospective~~complete ~~target~~our ~~businesses~~initial business combination;

• our ~~ability~~expectations toaround ~~consummate an initial business combination due to~~ the ~~continued~~performance ~~uncertainty~~of ~~resulting~~a ~~from~~prospective ~~the~~target ~~COVID-19~~business ~~pandemic~~or businesses;

• ~~the~~our ~~ability~~success ofin retaining or recruiting, or changes required in, our officers, ~~and~~key ~~directors~~employees toor ~~generate~~directors afollowing ~~number~~our ofinitial ~~potential~~ business combination ~~opportunities~~;

• ~~the~~our ~~use~~officers ofand ~~proceeds~~directors ~~not~~allocating ~~held~~their intime ~~the~~to ~~trust~~other ~~account~~businesses orand ~~available~~potentially tohaving usconflicts ~~from~~of interest ~~income~~with onour ~~the~~business ~~trust~~or ~~account~~in ~~balance~~approving our initial business combination;

• ~~the~~our ~~trust~~potential ~~account~~ability ~~not~~to ~~being~~obtain ~~subject~~additional financing to ~~claims~~complete ofour ~~third~~initial ~~parties;~~business ~~and~~combination;

• our ~~financial~~pool ~~performance.~~of prospective target businesses;

1• our ability to consummate an initial business combination due to the continued uncertainty resulting from the COVID-19 pandemic;

• ~~Table~~changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of ~~Contents~~ war and responses to such events;

~~PART~~• Iadverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and financial condition and results of operations;

~~References~~• ina ~~this~~new ~~Annual~~1% ~~Report on Form 10-K to “we,” “us,” “our,” “company” or “our company” are to Sustainable Development Acquisition I Corp~~U.S. ~~References~~federal toexcise ~~our~~tax ~~“management”~~could orbe ~~our~~imposed ~~“management~~on ~~team”~~us ~~are~~in toconnection ~~our executive~~with ~~officers~~redemptions ~~and~~by ~~directors,~~us ~~and~~of ~~references to~~ our “sponsor” are to Sustainable Development Sponsor, LLC, a Delaware limited liability company. References to our “initial stockholders” refer to our sponsor and the company’s executive officers and directors.shares;

~~ITEM~~• 1.our ~~BUSINESS.~~failure to obtain any required approvals within the requisite time period due to being deemed a “foreign person” under CFIUS may require us to liquidate;

~~Introduction~~• changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations;

We• ~~are a blank check public benefit corporation incorporated in Delaware for~~ the ~~purpose~~ability of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected any specific business combination target. We intend to effectuate our ~~initial~~officers ~~business combination using cash from the proceeds of our Initial Public Offering (as defined below)~~ and ~~the~~directors ~~sale~~to ofgenerate ~~the private placement shares, our shares, debt or~~ a ~~combination~~number of ~~cash,~~potential ~~equity and debt. Based on our~~ business ~~activities,~~combination the Company is a “shell company,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting almost entirely of cash.opportunities;

We• ~~are~~the ~~one~~use of ~~the~~proceeds ~~few~~not ~~(if~~held ~~not~~in the ~~first)~~trust ~~blank~~account ~~check~~or ~~companies~~available to obtain Pending B Corp status. To become a Pending B Corp, we, among other things, incorporated as a public benefit corporation and completed a B Impact Assessment, which is a set of 200 sector-specific questions that reflect impact indicators and best practices intended to help us ~~identify~~from ~~and establish the most impactful processes to put in place as we move forward. We have a strong~~ interest inincome our initial business combination either being a Certified B Corp or implementing policies and processes to become certified after investment. B Corps abide by the highest standards of environmental and social issues, focusing on ~~sustainable~~ ~~supply chains, quality jobs, and stakeholder engagement supported by strong governance mechanisms. The B Corp framework is highly aligned with benchmarking progress toward achieving~~ the UNtrust ~~SDGs~~account and signals that a business is using its power as a force for good. As a public benefit corporation, our corporate purpose includes: (i) fostering an enduring, sustainable and profitable business that advances the UN SDGs, (ii) being stewards of the land, air, and water, and (iii) being supportive of the people and communities within which we operate.balance;

We• ~~seek to capitalize on~~ the ~~significant~~trust ~~experience~~account ~~and~~not ~~vast~~being ~~network~~subject of our management team (including our board of directors) and affiliates of our sponsor, RRG Capital Management LLC, RRG Global Partners Fund, LP and RRG Renewable Resources Group LLC (collectively, with their affiliates, “RRG”) and Capricorn Investment Group LLC and Sustainable Investors Fund, LP (collectively, with their affiliates, “Capricorn”). Although we may pursue our initial business combination in any business, industry or geographic location, we currently intend to ~~focus~~claims ~~on opportunities that capitalize on the expertise and ability~~ of ~~our~~third ~~team~~parties; ~~to identify, acquire~~ and ~~operate a business that helps to address the global challenges identified by the UN SDGs. Our focus includes, but is not limited to, UN SDG-focused businesses.~~

We• believe there are significant, attractive investment opportunities that are disrupting many conventional industries by delivering solutions to global environmental challenges in alignment with the UN SDGs. These investment opportunities are being supported by favorable global trends. While investing in UN SDG-focused solutions may cover a broad range of themes, we are focused on evaluating suitable targets, which through their operations, have a positive impact on global challenges. Further, these targets can benefit from our ~~expertise~~financial ~~in water, food & agriculture, renewable energy, and environmental resource management sectors, as well as from our sector supporting technologies and our commitment to making a positive impact~~performance.

We2 believe our collective background makes us well-positioned to identify attractive businesses that are delivering UN SDG-focused solutions that would further benefit from access to the public markets and the diverse skill set of our management team. We focus on evaluating established companies with leading competitive positions, experienced management teams, attractive financial profiles and robust long-term potential for growth and profitability. We intend to pursue opportunities with such a business and enhance stakeholder value by identifying and recruiting management, pursuing additional acquisitions, implementing operational improvements, increasing impact outcomes, and expanding its product offerings and geographic footprint. We intend to utilize our research capabilities, experience, reputation and relationships across these industries to achieve this objective.

2Table of Contents

PART ~~Table~~I ~~of Contents~~

OnReferences ~~February~~in 9,this ~~2021,~~Annual weReport ~~consummated~~on ~~the~~Form ~~our~~10-K ~~initial~~to ~~public~~“we,” ~~offering~~“us,” ~~(the~~ “~~Initial~~our,” ~~Public Offering~~“company”) ofor ~~31,625,000~~“our ~~units~~company” ~~(including~~are ~~4,125,000~~to ~~units~~Sustainable ~~issued~~Development toAcquisition ~~the~~I ~~underwriters~~Corp. ~~pursuant~~References to ~~the exercise~~our in“management” ~~full~~or ofour ~~the~~“management ~~over-allotment~~team” ~~option~~are ~~granted~~ to ~~the~~our ~~underwriters),~~executive atofficers ~~$10.00~~and ~~per unit~~directors, ~~generating~~and ~~gross~~references ~~proceeds~~to ofour ~~$316.3~~“sponsor” ~~million.~~are ~~Simultaneously~~to ~~with~~Sustainable ~~the~~Development ~~closing~~Sponsor, ~~of the Initial Public Offering~~LLC, ~~we consummated~~ a ~~private~~Delaware ~~placement~~limited ~~of 9,325,000~~liability ~~warrants~~company. atReferences ato ~~price~~our of“initial ~~$1.00~~stockholders” ~~per~~refer ~~warrant~~ to our sponsor, ~~generating~~and ~~gross~~the ~~proceeds~~company’s ofexecutive ~~approximately~~officers ~~$9.3~~and ~~million~~directors.

AITEM total of $316,250,000 from the proceeds we received from the Initial Public Offering and the sale of the private placement shares was placed in a segregated trust account located in the United States, with Continental Stock Transfer & Trust Company acting as trustee1. The amounts held in the trust account are invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct UBUSINESS.S. government treasury obligations. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations, the funds held in the trust account will not be released until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by February 9, 2023 or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, and (c) the redemption of our public shares if we do not complete our initial business combination by February 9, 2023, subject to applicable law. Public stockholders who redeem their shares of Class A common stock in connection with a stockholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we are unable to complete an initial business combination by February 9, 2023 or during any extension period with respect to such shares of Class A common stock so redeemed (an “Extension Period”). The funds held in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.

~~Business~~Introduction ~~Strategy~~

~~Our~~We ~~business~~are ~~strategy~~a isblank tocheck ~~identify,~~public ~~acquire~~benefit ~~and~~corporation ~~maximize~~incorporated ~~the~~in ~~value~~Delaware offor athe ~~company~~purpose ~~operating~~of ineffecting ~~the~~a UNmerger, ~~SDG-related~~capital ~~sectors~~stock ~~of water~~exchange, ~~food~~asset ~~& agriculture~~acquisition, ~~renewable~~stock ~~energy~~purchase, ~~and~~reorganization ~~environmental resource~~or ~~management~~similar ~~sectors,~~business ascombination ~~well~~with asone ~~supporting~~or ~~technologies~~more businesses or entities. We have ~~used~~not ~~our~~selected ~~team’s~~any ~~extensive~~specific ~~years~~business ofcombination ~~experience,~~target. ~~and~~We intend to effectuate our ~~wide-reaching~~initial ~~network~~business ofcombination ~~deep~~using ~~relationships~~cash ~~with~~from ~~industry~~the ~~executives,~~proceeds ~~board~~of ~~members,~~our ~~venture~~Initial ~~capital~~Public Offering (as defined below) and the sale of the private ~~equity firms~~placement shares, ~~investment~~our ~~bankers~~shares, ~~lawyers,~~debt ~~investors~~or ~~and~~a ~~other~~combination ~~service~~of ~~providers~~cash, toequity UNand ~~SDG-focused~~debt. ~~Businesses~~Based inon our ~~target~~business ~~sectors~~activities, tothe ~~identify~~Company ~~potential~~is ~~targets~~a ~~for~~“shell ~~our~~company,” ~~initial~~as ~~business~~defined ~~combination.~~under Wethe ~~will~~Securities ~~continue~~Exchange toAct ~~seek~~of ~~opportunities~~1934, ~~that~~as ~~can~~amended ~~benefit from~~(the ~~our~~“Exchange ~~management~~Act”), ~~team’s~~because ~~expansive~~we ~~experiences~~have ~~and~~no ~~unparalleled~~operations ~~capabilities~~and tonominal ~~create~~assets ~~value~~consisting ~~for~~almost ~~our~~entirely ~~stockholders~~of cash.

We ~~focus~~are ~~our~~one ~~efforts~~of onthe ~~opportunities~~few ~~where~~(if ~~our~~not ~~domain~~the ~~knowledge,~~first) ~~strategic~~blank ~~vision~~check companies to obtain Pending B Corp status. To become a Pending B Corp, ~~operating~~we, ~~expertise~~among other things, ~~relationships~~incorporated as a public benefit corporation and ~~capital~~completed ~~markets~~a ~~experience~~B ~~can~~Impact ~~enhance~~Assessment, ~~the~~which ~~growth~~is ~~and~~a ~~competitive~~set ~~position~~ of ~~the~~200 ~~target~~sector-specific ~~company.~~questions Wethat ~~intend~~reflect toimpact ~~identify~~indicators and ~~execute~~best anpractices ~~initial~~intended ~~business~~to ~~combination~~help ~~within~~us anidentify UNand ~~SDG-focused~~establish ~~Business in~~ the ~~United~~most ~~States~~impactful orprocesses ~~another~~to ~~developed~~put ~~country,~~in ~~although~~place as we ~~may~~move ~~pursue~~forward. ~~targets~~We have a strong interest in ~~any~~our initial business, ~~industry,~~combination ~~sector,~~either ~~or geographical~~being ~~location.~~a WeCertified ~~believe~~B ~~our~~Corp ~~team’s~~or ~~experience~~implementing ~~allows~~policies usand processes to ~~evaluate~~become ~~targets~~certified inafter ~~industries~~investment. ~~such~~B asCorps ~~water~~abide ~~services~~by ~~(e.g.,~~the ~~storage,~~highest ~~irrigation,~~standards ~~utilities),~~of ~~food~~environmental ~~production~~ and ~~delivery~~social ~~(e.g.~~issues, ~~agriculture,~~focusing ~~seafood,~~on ~~logistics,~~sustainable ~~processing~~supply chains, ~~consumer-packaged~~ ~~goods)~~quality jobs, ~~energy~~and ~~systems~~stakeholder ~~(e.g.,~~engagement ~~renewable~~supported ~~generation,~~by ~~utilities,~~strong ~~energy~~governance ~~efficiency/management),~~mechanisms. ~~environmental~~The ~~resource~~B ~~management~~Corp ~~(e.g.,~~framework ~~waste~~is ~~management,~~highly ~~environmental~~aligned ~~services,~~with ~~construction),~~benchmarking ~~infrastructure~~progress ~~solutions~~toward ~~(e.g., transportation,~~achieving ~~value-added~~the ~~distribution,~~UN ~~logistics),~~SDGs and ~~supportive~~signals ~~technology~~that ~~(e.g.,~~a ~~hardware,~~business ~~software,~~is ~~devices),~~using ~~among~~its ~~others.~~power Weas ~~believe~~a ~~that~~force ~~our~~for ~~strategy~~good. ofAs ~~investing~~a inpublic UNbenefit ~~SDG-focused~~corporation, ~~Businesses~~our ~~and~~corporate ~~the~~purpose ~~significant~~includes: ~~experience~~(i) fostering ofan ~~our management~~enduring, ~~team~~sustainable and ~~affiliates~~profitable ofbusiness ~~our~~that ~~sponsor~~advances ~~focusing~~the onUN ~~environmentally~~SDGs, ~~friendly~~(ii) being ~~investments~~stewards ~~positions~~of usthe ~~well~~land, asair, aand ~~public~~water, ~~benefit~~and ~~corporation~~(iii) being tosupportive ~~build~~of ~~shareholder~~the ~~value~~people ~~while~~and ~~simultaneously~~communities ~~balancing~~within ~~stakeholder~~which ~~interests~~we operate.

~~Our~~We ~~team~~seek ~~has~~to ancapitalize ~~extensive~~on ~~history~~the significant experience and vast network of ~~investing~~our inmanagement ~~successful~~team ~~business~~(including ~~platforms~~our ~~through~~board ~~extensive~~of ~~analysis~~directors) and affiliates of ~~the~~our ~~entire~~sponsor, ~~value~~RRG ~~chain.~~Capital ~~Our~~Management ~~team~~LLC, ~~also~~RRG ~~has~~Global aPartners ~~long~~Fund, LP and ~~successful~~RRG ~~history~~Renewable ofResources ~~mentoring executives~~Group LLC (collectively, ~~developing~~with ~~operational~~their ~~talent~~affiliates, “RRG”) and ~~building~~Capricorn ~~profitable~~Investment ~~businesses~~Group ~~over~~LLC ~~time.~~and ~~Our~~Sustainable ~~team~~Investors Fund, asLP ~~well~~(collectively, aswith ~~our~~their ~~independent~~affiliates, ~~directors~~“Capricorn”). ~~and~~Although ~~advisors,~~we ~~were~~may ~~early~~pursue ~~advocates~~our ~~and~~initial ~~participants~~business combination in ~~agriculture~~any business, ~~water~~industry ~~and~~or ~~renewable~~geographic ~~energy~~location, ~~sectors~~we ~~who~~currently ~~have deep~~intend ~~understanding~~to offocus ~~what~~on itopportunities ~~takes~~that tocapitalize ~~scale~~on ~~product~~the ~~offerings~~expertise and ~~grow~~ability ~~lifetime~~of ~~stakeholder~~our ~~value~~team into ~~competitive~~identify, ~~growing~~acquire ~~markets.~~and Weoperate ~~believe~~a business that ~~this~~helps ~~track~~to ~~record~~address ~~will~~the ~~present~~global achallenges ~~compelling~~identified ~~rationale~~by tothe ~~prospective~~UN ~~targets~~SDGs. Our focus includes, ~~further~~but ~~bolstering~~is ~~the proprietary~~not ~~deal~~limited ~~flow~~to, UN SDG-focused businesses.

3We believe there are significant, attractive investment opportunities that are disrupting many conventional industries by delivering solutions to global environmental challenges in alignment with the UN SDGs. These investment opportunities are being supported by favorable global trends. While investing in UN SDG-focused solutions may cover a broad range of themes, we are focused on evaluating suitable targets, which through their operations, have a positive impact on global challenges. Further, these targets can benefit from our expertise in water, food & agriculture, renewable energy, and environmental resource management sectors, as well as from our sector supporting technologies and our commitment to making a positive impact.

We ~~Table~~believe our collective background makes us well-positioned to identify attractive businesses that are delivering UN SDG-focused solutions that would further benefit from access to the public markets and the diverse skill set of ~~Contents~~ our management team. We focus on evaluating established companies with leading competitive positions, experienced management teams, attractive financial profiles and robust long-term potential for growth and profitability. We intend to pursue opportunities with such a business and enhance stakeholder value by identifying and recruiting management, pursuing additional acquisitions, implementing operational improvements, increasing impact outcomes, and expanding its product offerings and geographic footprint. We intend to utilize our research capabilities, experience, reputation and relationships across these industries to achieve this objective.

~~Success~~3 in investing in UN SDG-focused Businesses can be impacted by a number of factors, including a myriad of global regulations, government policies and spending, technological breakthroughs, and the ability of companies to reduce costs and achieve scale. We believe our team’s experience across water, food & agriculture, renewable energy and technology over the past nearly two decades provides a significant amount of proprietary domain expertise and know-how in evaluating investment opportunities across several industry segments in a rapidly changing regulatory context. We believe that the considerable amount of time our team has spent navigating the complex regulatory environment that is unique to many UN SDG-focused Businesses provides a differentiated competitive advantage.

OurTable team has demonstrated our compatibility with over 12 years of experience partnering on successful development opportunities within water and water-adjacent sectors, food & agriculture, and renewable energy. The following factors compose the core features of our competitive advantage in bringing an UN SDG-focused company to public markets.Contents

•Significant ~~Authenticity,~~Activities ~~Relevance~~Since ~~and~~Inception Track Record of the RRG and Capricorn partnership. RRG and Capricorn have a demonstrated track record of working together to create successful outcomes in developing water, food & agriculture, and energy projects since 2006. Over that time, RRG and Capricorn have invested in eight deals together.

•On ~~Private~~February 9, to2021, we consummated our initial public offering (the “Initial Public ~~Experience.~~Offering”) ~~The~~of ~~combined~~31,625,000 ~~team~~units ~~brings~~(including ~~strong~~4,125,000 ~~operating~~units ~~experience~~issued into ~~leading~~the ~~and~~underwriters ~~developing~~pursuant ~~real~~to ~~assets~~the exercise in ~~both~~full ~~private~~of ~~and~~the ~~public~~over-allotment ~~markets.~~option ~~More~~granted ~~specifically,~~to the ~~team~~underwriters), ~~has~~at a$10.00 ~~successful~~per ~~track~~unit, ~~record~~generating gross proceeds of ~~understanding~~$316.3 million. ~~public~~Simultaneously ~~capital~~with ~~markets~~the ~~and~~closing ~~leading~~of the ~~transition~~Initial ofPublic Offering, we consummated a private ~~companies~~placement ~~into~~of ~~public~~9,325,000 ~~markets~~warrants at a price of $1.00 per warrant to our sponsor, generating gross proceeds of approximately $9.3 million.

•A ~~Deep~~total ~~Technical~~of ~~and~~$316,250,000 ~~Sector~~from ~~Understanding~~the proceeds we received from the Initial Public Offering and ~~Original~~the ~~Research~~sale of the private placement shares was placed in a segregated trust account located in the United States, with Continental Stock Transfer & Trust Company acting as trustee. The ~~team~~amounts ~~has~~held in the trust account were invested in permitted United States “government securities” within the meaning of Section 2(a)(16) ~~history~~of the Investment Company Act of ~~unlocking~~1940, as amended (the ~~value~~“Investment Company Act”), having a maturity of 185 days or less or in ~~overlooked~~money ~~opportunities~~market byfunds ~~bringing~~meeting acertain ~~comprehensive~~conditions ~~understanding~~under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. However, to mitigate the risk of being deemed to be an unregistered investment company (including under the ~~water~~subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, ~~food~~the Company has since instructed Continental Stock Transfer & ~~agriculture~~Trust Company, ~~renewable~~the ~~energy~~trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and ~~environmental~~to ~~resource~~maintain ~~management~~such ~~sectors~~funds in a bank demand deposit account until the earlier of consummation of the initial business combination or liquidation of the Company. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income tax obligations, asthe ~~well~~funds asheld ~~supporting~~in ~~technologies~~the trust account will not be released until the earliest of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by August 12, 2023 or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, and (c) the redemption of our public shares if we do not complete our initial business combination by August 12, 2023, subject to applicable law. Public stockholders who redeem their shares of Class A common stock in connection with a stockholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we are unable to complete an initial business combination by August 12, 2023 or during any subsequent extension period with respect to such shares of Class A common stock so redeemed (an “Extension Period”). The funds held in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.

•On ~~Strong~~November 4, ~~Operating~~2022, ~~Experience.~~the ~~Experience~~Company infiled ~~deploying~~a ~~value-creation~~preliminary ~~strategies~~proxy statement and on January 6, ~~including~~2023, ~~recruiting~~a ~~talented~~definitive ~~personnel~~proxy statement, ~~implementing~~both ~~system~~in ~~upgrades~~connection with a special stockholders meeting (the ~~back-office~~“Extension ~~systems,~~Meeting”) to approve an amendment (the “Extension Amendment”) to the Amended and ~~delivering~~Restated ~~operating~~Certificate ~~efficiency~~of Incorporation of the Company to extend the date by ~~implementing~~which anthe ~~analytically~~Company ~~based~~must ~~approach~~(i) consummate a Business Combination (ii) cease its operations if it fails to ~~business~~complete ~~metrics~~such Business Combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Initial Public Offering from February 4, 2023 to August 12, 2023 (the “Extension”). On February 1, 2023, the Company held the Extension Meeting where the requisite stockholders of the Company approved the Extension Amendment. The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on February 2, 2023.

•In ~~Expansive~~connection ~~Network~~with the votes to approve the Extension Amendment, 29,446,012 shares of ~~Partners~~common stock of the Company were tendered for redemption at a per-share price of $10.125. ~~The~~As ~~RRG~~such, approximately 93.11% of the public shares were redeemed and ~~Capricorn~~approximately ~~partnership~~6.89% ~~brings~~of ~~together~~the ~~two~~public ~~distinct~~shares remain outstanding. The Class A common stock was redeemed at a per-share price, ~~deep~~payable ~~and~~in ~~highly~~cash, ~~complementary~~equal ~~set~~to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account deposits (net of ~~industry~~franchise and ~~capital~~income ~~markets~~taxes ~~relationships~~payable), ~~that~~divided ~~create~~by athe ~~robust~~number ~~network~~of ~~for~~then ~~sourcing~~outstanding ~~opportunities~~Class A common stock.

~~ESG~~4 ~~and Impact~~

ESGTable and positive environmental and social impact are core elements to the success and mission of our business – not merely avoiding harm, but going beyond to create substantial and meaningful impact within our business model and through our value chain in a way that benefits multiple stakeholders. Recently, there has been increased demand for public ESG investments. As one of the few (if not the first) SPACs formed as a public benefit corporation, we are incorporating strong governance mechanisms from the very inception of our investment efforts.Contents

~~RRG~~Business ~~and~~Strategy Capricorn have industry-leading, even pioneering, ESG integration and implementation processes in place. We mirror these processes in our screening, due diligence, management/technical assistance, strategy and reporting work. Our goal is to complete a business combination that adheres to the IFC Performance Standards, a trusted international ESG management framework, as well as targeting impact areas within specific UN SDGs, such as Zero Hunger, Clean Water and Sanitation, Affordable and Clean Energy, and Responsible Consumption and Production. A key objective of our investment efforts is to generate environmental and social sustainability benefits in ways that support attractive risk-adjusted financial returns. We also monitor and affirm our ESG and Impact approach through relationships with trusted third-party validators.

~~Investing~~Our business strategy is to identify, acquire and maximize the value of a company operating in the UN SDG-~~focused~~related ~~Businesses~~sectors ~~inherently~~of ~~benefits~~water, ~~from~~food & ~~sound~~agriculture, ~~ESG~~renewable ~~practices~~energy, and environmental resource management sectors, as ~~business~~well ~~strategies~~as ~~intended~~supporting totechnologies. ~~address~~We ~~sustainable~~have ~~development~~used ~~and~~our ~~global~~team’s ~~environmental~~extensive years of experience, and ~~social challenges~~our ~~naturally~~wide-reaching ~~integrate~~network ~~the~~of ~~risks~~deep relationships with industry executives, board members, venture capital and ~~opportunities~~private ofequity ~~climate~~firms, ~~change~~investment bankers, ~~workforce~~lawyers, ~~instability~~investors and ~~resource~~other ~~scarcity~~service providers to UN SDG-focused Businesses in our target sectors to identify potential targets for our initial business ~~decisions~~combination. We will continue to seek opportunities that can benefit from our management team’s expansive experiences and unparalleled capabilities to create value for our stockholders.

4We focus our efforts on opportunities where our domain knowledge, strategic vision, operating expertise, relationships and capital markets experience can enhance the growth and competitive position of the target company. We intend to identify and execute an initial business combination within an UN SDG-focused Business in the United States or another developed country, although we may pursue targets in any business, industry, sector, or geographical location. We believe our team’s experience allows us to evaluate targets in industries such as water services (e.g., storage, irrigation, utilities), food production and delivery (e.g., agriculture, seafood, logistics, processing, consumer-packaged goods), energy systems (e.g., renewable generation, utilities, energy efficiency/management), environmental resource management (e.g., waste management, environmental services, construction), infrastructure solutions (e.g., transportation, value-added distribution, logistics), and supportive technology (e.g., hardware, software, devices), among others. We believe that our strategy of investing in UN SDG-focused Businesses and the significant experience of our management team and affiliates of our sponsor focusing on environmentally friendly investments positions us well as a public benefit corporation to build shareholder value while simultaneously balancing stakeholder interests.

Our ~~Table~~team has an extensive history of ~~Contents~~ investing in successful business platforms through extensive analysis of the entire value chain. Our team also has a long and successful history of mentoring executives, developing operational talent and building profitable businesses over time. Our team, as well as our independent directors and advisors, were early advocates and participants in agriculture, water and renewable energy sectors who have deep understanding of what it takes to scale product offerings and grow lifetime stakeholder value in competitive, growing markets. We believe that this track record will present a compelling rationale to prospective targets, further bolstering the proprietary deal flow.

~~Our~~Success ~~Acquisition~~in ~~Criteria~~investing in UN SDG-focused Businesses can be impacted by a number of factors, including a myriad of global regulations, government policies and spending, technological breakthroughs, and the ability of companies to reduce costs and achieve scale. We believe our team’s experience across water, food & agriculture, renewable energy and technology over the past nearly two decades provides a significant amount of proprietary domain expertise and know-how in evaluating investment opportunities across several industry segments in a rapidly changing regulatory context. We believe that the considerable amount of time our team has spent navigating the complex regulatory environment that is unique to many UN SDG-focused Businesses provides a differentiated competitive advantage.

~~Consistent~~Our ~~with~~team ~~our~~has ~~business~~demonstrated ~~strategy,~~our wecompatibility ~~have~~with ~~looked~~over ~~and~~12 ~~will~~years ~~continue~~of toexperience ~~look~~partnering toon ~~identify~~successful ~~companies~~development ~~that~~opportunities ~~have~~within ~~compelling~~water ~~growth potential~~ and awater-adjacent ~~combination~~sectors, offood & ~~the~~agriculture, ~~below characteristics. We have used these criteria~~ and ~~guidelines~~renewable inenergy. ~~evaluating~~The ~~initial~~following ~~business~~factors ~~combination~~compose ~~opportunities,~~the ~~but~~core wefeatures ~~may~~of ~~decide to enter into~~ our ~~initial~~competitive ~~business~~advantage ~~combination~~in ~~with~~bringing aan ~~target~~UN ~~that~~SDG-focused ~~only~~company ~~meets~~to ~~some,~~public ~~but not all of the following criteria~~markets.

• ~~Have~~Authenticity, ~~operations~~Relevance ~~that align with the UN SDGs~~ and ~~with~~Track BRecord ~~Corp~~of ~~principles: We focus on businesses which have~~ the ~~potential~~RRG toand ~~help~~Capricorn ~~address~~partnership. ~~the~~RRG ~~global challenges identified by the UN SDGs~~ and ~~those~~Capricorn ~~that~~have ~~either are, or that we believe could become,~~ a ~~Certified~~demonstrated Btrack ~~Corporation.~~record Weof ~~focus~~working ~~on,~~together ~~but~~to ~~are~~create ~~not~~successful ~~limited~~outcomes ~~to, companies~~ in ~~the~~developing water, food & agriculture, ~~renewable~~and energy ~~and~~projects ~~environmental~~since ~~resource~~2006. ~~management~~Over ~~sectors~~that time, asRRG ~~well~~and asCapricorn ~~supporting~~have ~~technologies~~invested in eight deals together.

•5 Have a defensible market position: We seek to acquire a business that has a defensible position within a target market because of its differentiated technology, economies of scale, defined barriers to entry, brand strength, distribution capabilities, vertical integration, or other competitive advantages.

•Table Have a strong management team: We seek to partner with management teams that are aligned with our commitment to generate positive impact and financial value. Where necessary, we may also look to complement and enhance the capabilities of the target business’ management team by recruiting additional talent through our networks of contacts.Contents

• ~~Would~~Private ~~benefit~~to ~~from~~Public ~~our~~Experience. ~~capabilities:~~The Wecombined ~~seek~~team tobrings ~~acquire~~strong aoperating ~~business~~experience ~~where~~in ~~the~~leading ~~collective~~and ~~capabilities~~developing ofreal ~~our~~assets ~~management~~in ~~and~~both ~~sponsor~~private ~~can~~and bepublic ~~leveraged~~markets. toMore ~~improve~~specifically, the ~~operations,~~team ~~financial~~has ~~performance~~a ~~and~~successful ~~market~~track ~~position~~record of understanding public capital markets and leading the ~~target~~transition of private companies into public markets.

• ~~Can~~Deep beTechnical ~~acquired~~and atSector anUnderstanding ~~attractive~~and ~~valuation~~Original ~~for~~Research. ~~public~~The ~~market~~team ~~investors:~~has Wea ~~seek~~history toof beunlocking ~~disciplined~~the ~~and~~value ~~valuation-centric~~in ~~when~~overlooked ~~identifying~~opportunities ~~and~~by ~~negotiating~~bringing ~~with~~a comprehensive understanding of the ~~target~~water, ~~companies~~food & agriculture, renewable energy, and environmental resource management sectors, as well as supporting technologies.

• ~~Have~~Strong orOperating ~~could~~Experience. ~~face~~Experience ~~succession~~in ~~issues:~~deploying Wevalue-creation ~~aim~~strategies, toincluding ~~leverage~~recruiting ~~RRG’s~~talented ~~and~~personnel, ~~Capricorn’s~~implementing ~~networks~~system toupgrades ~~source~~with ~~companies~~the ~~that~~back-office ~~could~~systems, ~~benefit~~and ~~from~~delivering ~~becoming~~operating ~~public~~efficiency toby ~~solve~~implementing ~~succession~~an ~~issues~~analytically based approach to business metrics.

• IsExpansive ~~sourced~~Network ~~through~~of ~~our~~Partners. ~~proprietary~~The ~~channels:~~RRG Weand ~~aim~~Capricorn topartnership ~~leverage~~brings ~~RRG’s~~together two distinct, deep and ~~Capricorn’s~~highly ~~networks~~complementary set of industry and ~~differentiated~~capital ~~access~~markets torelationships ~~our~~that ~~target~~create ~~sectors~~a torobust ~~source~~network ~~our~~for ~~business~~sourcing ~~combination~~opportunities.

•6 ~~Have an attractive financial profile: We seek to acquire a business that has highly recurring, predictable revenue and cash flows to support reinvestment growth.~~

•Table Haveof opportunities for growth: We seek to acquire a business that has little material technology, scale-up or market risk. We focus on companies where success is not premised on future capital raises to achieve growth plans, and there exists the potential to grow organically or through add-on acquisitions.Contents

•ESG ~~Would~~and ~~benefit~~Impact ~~from access to the public markets: We seek to acquire a business that would benefit from better access to capital, an expansion of its investor base, or other benefits of becoming a public company.~~

~~The~~ESG ~~criteria~~and ~~set~~positive ~~forth~~environmental ~~above~~and social impact are ~~not~~core ~~intended~~elements to bethe ~~exhaustive.~~success ~~Any~~and ~~evaluation~~mission ~~relating~~of our business- not merely avoiding harm, but going beyond to ~~the~~create ~~merits~~substantial ofand ameaningful ~~particular~~impact ~~initial~~within our business ~~combination~~model ~~may~~and bethrough ~~based~~our value chain in a way that benefits multiple stakeholders. Recently, tothere has been increased demand for public ESG investments. As one of the ~~extent~~few ~~relevant,~~(if onnot ~~these general~~the ~~guidelines~~first) asSPACs ~~well~~formed as ~~other~~a ~~considerations~~public benefit corporation, ~~factors~~we ~~and~~are ~~criteria~~incorporating ~~that~~strong ~~our~~governance ~~management~~mechanisms ~~may~~from ~~deem~~the ~~relevant~~very inception of our investment efforts.

RRG and Capricorn have industry-leading, even pioneering, ESG integration and implementation processes in place. We mirror these processes in our screening, due diligence, management/technical assistance, strategy and reporting work. Our ~~Acquisition~~goal ~~Process~~is to complete a business combination that adheres to the IFC Performance Standards, a trusted international ESG management framework, as well as targeting impact areas within specific UN SDGs, such as Zero Hunger, Clean Water and Sanitation, Affordable and Clean Energy, and Responsible Consumption and Production. A key objective of our investment efforts is to generate environmental and social sustainability benefits in ways that support attractive risk-adjusted financial returns. We also monitor and affirm our ESG and Impact approach through relationships with trusted third-party validators.

InInvesting ~~evaluating~~in aUN ~~potential~~SDG-focused ~~target~~Businesses ~~business,~~inherently webenefits ~~expect~~from tosound ~~conduct~~ESG apractices, ~~comprehensive~~as ~~due~~business ~~diligence~~strategies ~~review~~intended to ~~seek~~address tosustainable ~~determine~~development aand ~~company’s~~global ~~quality~~environmental and ~~its~~social ~~intrinsic~~challenges ~~value.~~naturally ~~That~~integrate ~~due~~the ~~diligence~~risks ~~review~~and ~~may include,~~opportunities ~~among~~of ~~other~~climate ~~things~~change, ~~financial~~workforce ~~statement~~instability ~~analysis, detailed document reviews, multiple meetings with management, consultations with relevant industry experts, competitors, customers~~ and ~~suppliers,~~resource asscarcity ~~well~~in asbusiness ~~a review of additional information that we will seek to obtain as part of our analysis of a target company~~decisions.

~~Members~~Our ofAcquisition ~~our,~~Criteria RRG’s and Capricorn’s management teams, including our officers and directors, will directly or indirectly own our securities and accordingly, may have a conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial business combination. Each of our officers and directors, as well as our, RRG’s and Capricorn’s management teams, may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers, directors and management team members was included by a target business as a condition to any agreement with respect to such business combination.

5Consistent with our business strategy, we have looked and will continue to look to identify companies that have compelling growth potential and a combination of the below characteristics. We have used these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target that only meets some, but not all of the following criteria.

• ~~Table~~Have ofoperations ~~Contents~~ that align with the UN SDGs and with B Corp principles: We focus on businesses which have the potential to help address the global challenges identified by the UN SDGs and those that either are, or that we believe could become, a Certified B Corporation. We focus on, but are not limited to, companies in the water, food & agriculture, renewable energy and environmental resource management sectors, as well as supporting technologies.

We• ~~are~~Have ~~not prohibited from pursuing an initial business combination with~~ a ~~company~~defensible ~~that~~market isposition: ~~affiliated~~We ~~with our sponsor, officers or directors. In the event we~~ seek to ~~complete~~acquire ~~our~~a ~~initial~~ business ~~combination~~ ~~with~~that has a ~~company~~defensible ~~that~~position iswithin ~~affiliated~~a ~~with~~target ~~our~~market ~~sponsor,~~because ~~officers~~of orits ~~directors,~~differentiated wetechnology, oreconomies ~~a committee~~ of ~~independent directors~~scale, ifdefined ~~required~~barriers byto ~~applicable~~entry, ~~law~~brand orstrength, ~~based~~distribution ~~upon~~capabilities, ~~the~~vertical ~~decision of our board of directors or a committee thereof~~integration, ~~will obtain an opinion from an independent investment banking firm~~ or ~~another~~other ~~independent~~competitive ~~entity that commonly renders valuation opinions that such initial business combination is fair to us from a financial point of view~~advantages.

~~Each~~• ofHave ~~our~~a ~~directors~~strong ~~and~~management ~~officers~~team: ~~presently~~We ~~has,~~seek ~~and any of them in the future may have additional, fiduciary or contractual obligations~~ to ~~other~~partner ~~entities~~with ~~pursuant~~management toteams ~~which~~that ~~such~~are ~~officer~~aligned ~~or director~~with ~~is or will be required to present a business combination opportunity. Accordingly, if any of~~ our ~~officers~~commitment ~~or directors becomes aware of a business combination opportunity which is suitable for an entity~~ to ~~which~~generate hepositive orimpact ~~she~~and ~~has~~financial ~~then-current fiduciary~~value. orWhere ~~contractual obligations~~necessary, hewe ormay ~~she~~also ~~will~~look ~~honor his or her fiduciary or contractual obligations~~ to ~~present~~complement ~~such~~and ~~opportunity~~enhance ~~to such entity. We do not believe, however, that~~ the ~~fiduciary~~capabilities ~~duties or contractual obligations~~ of ~~our~~the ~~officers or~~target ~~directors~~business’ ~~will~~management ~~materially~~team ~~affect~~by ~~our~~recruiting ~~ability~~additional totalent ~~complete~~through our ~~initial~~networks ~~business~~of ~~combination~~contacts.

~~Our~~• ~~directors,~~Would ~~officers,~~benefit ~~RRG,~~from ~~Capricorn,~~our orcapabilities: ~~their~~We ~~respective~~seek ~~officers~~to ~~and~~acquire ~~affiliates~~a ~~may~~business ~~become~~where ~~involved~~the ~~with~~collective ~~subsequent~~capabilities ~~blank~~of ~~check companies similar to~~ our ~~Company.~~management ~~Each of RRG~~ and ~~Capricorn~~sponsor ~~(but not~~can ~~our~~be ~~independent~~leveraged ~~directors) have agreed not~~ to ~~separately~~improve ~~participate in~~ the ~~formation of~~operations, orfinancial ~~become~~performance aand ~~sponsor,~~market anposition ~~officer or director~~ of, ~~any blank check company with a class of securities registered under~~ the Exchange Act before we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months after our Initial Public Offeringtarget.

~~Our~~• ~~amended~~Can ~~and~~be ~~restated~~acquired ~~certificate~~at ofan ~~incorporation~~attractive ~~provides~~valuation ~~that~~for wepublic ~~renounce~~market ~~our~~investors: ~~interest~~We inseek ~~any corporate opportunity offered~~ to ~~any~~be ~~director~~disciplined ~~or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our Company,~~ and ~~such~~valuation-centric ~~opportunity~~when isidentifying ~~one we are legally~~ and ~~contractually~~negotiating ~~permitted~~with ~~to undertake and would otherwise be reasonable for us to pursue, and to~~ the ~~extent the~~target ~~director or officer is permitted to refer that opportunity to us without violating another legal obligation~~companies.

~~Our~~• ~~sponsor,~~Have ~~officers,~~or ~~and~~could ~~directors~~face ~~are~~succession ~~not~~issues: ~~required~~We toaim ~~commit any specified amount of time~~ to ~~our~~leverage ~~affairs~~RRG’s and, ~~accordingly,~~Capricorn’s ~~will~~networks ~~have~~to ~~conflicts~~source ofcompanies ~~interest~~that incould ~~allocating~~benefit ~~management~~from ~~time~~becoming ~~among various~~public ~~business~~to ~~activities,~~solve ~~including~~succession ~~identifying potential business combinations and monitoring the related due diligence~~issues.

~~Initial~~7 ~~Business Combination~~

AsTable required by Nasdaq rules, our initial business combination will be approved by a majority of our independent directors. Nasdaq rules also require that we must complete our initial business combination with one or more businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. Our board of directors will make the determination as to the fair market value of our initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of net assets test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of the 80% of net assets test. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects.Contents

6• Is sourced through our proprietary channels: We aim to leverage RRG’s and Capricorn’s networks and differentiated access to our target sectors to source our business combination.

• ~~Table~~Have ofan ~~Contents~~ attractive financial profile: We seek to acquire a business that has highly recurring, predictable revenue and cash flows to support reinvestment growth.

We• ~~may~~Have ~~structure~~opportunities ~~our~~for ~~initial~~growth: ~~business~~We ~~combination~~seek ~~either~~to ~~(i)~~acquire ~~in such~~ a ~~way~~business so that ~~the~~has ~~post-transaction~~little ~~company~~material ~~in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses~~technology, ~~or (ii) in such a way so that the post~~scale-~~transaction~~up ~~company owns~~ or ~~acquires~~market ~~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~~risk. ~~However,~~We wefocus ~~will~~on ~~only~~companies ~~complete~~where ansuccess ~~initial~~is business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not topremised beon ~~required~~future tocapital ~~register~~raises as an investment company under the Investment Company Act of 1940, as amended, or the “Investment Company Act.” Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to ~~the~~achieve ~~initial~~growth ~~business combination may collectively own a minority interest in the post-transaction company~~plans, ~~depending on valuations ascribed to the target~~ and usthere inexists the ~~initial~~potential business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to ~~our~~grow ~~initial~~organically ~~business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests~~ or ~~assets~~through ~~of a target business or businesses are owned or acquired by the post~~add-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicableacquisitions.

~~Other~~• ~~Considerations~~Would benefit from access to the public markets: We seek to acquire a business that would benefit from better access to capital, an expansion of its investor base, or other benefits of becoming a public company.

WeThe ~~are~~criteria ~~not~~set ~~prohibited~~forth ~~from~~above ~~pursuing~~are annot ~~initial~~intended ~~business~~to ~~combination~~be orexhaustive. ~~subsequent~~Any ~~transaction~~evaluation ~~with~~relating ato ~~company that is affiliated with RRG, Capricorn, or their respective officers and affiliates or our directors or officers. In~~ the ~~event~~merits weof ~~seek~~a toparticular ~~complete our~~ initial business combination ~~or,~~may ~~subject~~be ~~to certain exceptions~~based, ~~subsequent~~to ~~material~~the ~~transactions~~extent ~~with a company that is affiliated with our sponsor or any of our officers or directors~~relevant, ~~we,~~ oron athese ~~committee~~general ofguidelines ~~independent~~as ~~directors,~~well ifas ~~required~~other ~~by applicable law or based upon the decision of our board of directors or a committee thereof~~considerations, ~~will~~factors ~~obtain~~and ancriteria ~~opinion from an independent investment banking firm or an independent accounting firm~~ that ~~such~~our ~~initial~~management ~~business~~may ~~combination~~deem ~~or transaction is fair to us from a financial point of view~~relevant.

~~We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions with any business combination target.~~ Our ~~officers~~ ~~and~~Acquisition ~~directors~~Process have neither individually identified nor considered a specific target business nor have they had any substantive discussions with possible target businesses on our behalf. Our management and directors are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our Company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our Company. Additionally, we have not, nor has anyone on our behalf, taken any substantive action, with any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

~~Financial~~In ~~Position~~evaluating a potential target business, we expect to conduct a comprehensive due diligence review to seek to determine a company’s quality and its intrinsic value. That due diligence review may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations with relevant industry experts, competitors, customers and suppliers, as well as a review of additional information that we will seek to obtain as part of our analysis of a target company.

~~With~~Members ~~funds available for an initial business combination initially in the amount~~ of ~~$305~~our,~~618,750~~ ~~after~~RRG’s ~~payment of $10,631,250 of deferred underwriting commissions (i) excluding offering expenses~~ and ~~working~~Capricorn’s ~~capital~~management ~~held~~teams, ~~outside~~including ~~the~~our ~~trust~~officers ~~account~~ and ~~(ii)~~directors, ~~before~~will ~~fees~~directly ~~and~~or ~~expenses~~indirectly ~~associated~~own ~~with~~ our ~~initial~~securities ~~business~~and ~~combination~~accordingly, wemay ~~offer~~have a ~~target~~conflict ~~business a variety~~ of ~~options,~~interest ~~such~~in asdetermining ~~creating~~whether a ~~liquidity~~particular ~~event~~target ~~for~~company ~~its~~is ~~owners,~~an ~~providing capital~~appropriate ~~for~~business ~~the~~with ~~potential~~which ~~growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able~~ to ~~complete~~effectuate our initial business combination. ~~using~~Each of our ~~cash~~officers and directors, ~~debt~~as orwell ~~equity~~as ~~securities~~our, or aRRG’s ~~combination~~and ofCapricorn’s ~~the~~management ~~foregoing~~teams, wemay have ~~the~~a ~~flexibility~~conflict toof ~~use~~interest ~~the~~with ~~most~~respect ~~efficient combination that will allow us~~ to ~~tailor~~evaluating ~~the~~a ~~consideration~~particular tobusiness becombination ~~paid~~if to the ~~target~~retention ~~business~~or toresignation ~~fit~~of ~~its~~any ~~needs~~such ~~and desires. However~~officers, wedirectors ~~have~~and ~~not~~management ~~taken~~team ~~any~~members ~~steps~~was ~~to secure~~included ~~third-party~~by ~~financing,~~a ~~and~~target ~~there~~business ~~can~~as bea nocondition ~~assurance~~to itany ~~will~~agreement bewith ~~available~~respect to ussuch ifbusiness ~~needed to complete a transaction~~combination.

7We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, if required by applicable law or based upon the decision of our board of directors or a committee thereof, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to us from a financial point of view.

Each ~~Table~~of our directors and officers presently has, and any of ~~Contents~~ them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

~~Effecting~~ Our ~~Initial~~directors, ~~Business~~officers, ~~Combination~~RRG, Capricorn, or their respective officers and affiliates may become involved with subsequent blank check companies similar to our Company. Each of RRG and Capricorn (but not our independent directors) have agreed not to separately participate in the formation of, or become a sponsor, an officer or director of, any blank check company with a class of securities registered under the Exchange Act before we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination by August 12, 2023.

We8 are not presently engaged in, and we will not engage in, any operations other than the pursuit of our business combination for an indefinite period of time. We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

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

WeOur ~~may~~amended ~~seek~~and torestated ~~raise~~certificate ~~additional funds through a private offering~~ of ~~debt~~incorporation orprovides ~~equity~~that ~~securities in connection with the completion of our initial business combination, and~~ we ~~may~~renounce ~~effectuate~~ our ~~initial~~ ~~business~~interest ~~combination using the proceeds of such offering rather than using the amounts held~~ in ~~the~~any ~~trust~~corporate ~~account.~~opportunity Inoffered ~~addition, we intend~~ to ~~target~~any ~~businesses~~director ~~larger~~or ~~than~~officer weunless ~~could~~such ~~acquire~~opportunity ~~with~~is ~~the~~expressly ~~net~~offered ~~proceeds~~to ofsuch ~~our~~person ~~Initial~~solely ~~Public~~in ~~Offering and~~his ~~the~~or ~~sale~~her ofcapacity ~~the private placement warrants, and may~~ as a ~~result~~director beor ~~required~~officer to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our ~~initial business combination. In the case of an initial business combination funded with assets other than the trust account assets~~Company, ~~our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing~~ and, ~~only~~such ifopportunity ~~required~~is byone ~~law,~~ we ~~would seek stockholder approval of such financing. There~~ are nolegally ~~prohibitions~~and oncontractually ~~our~~permitted ~~ability~~ to ~~raise~~undertake ~~funds~~and ~~privately~~would orotherwise ~~through loans~~be inreasonable ~~connection~~for ~~with~~us ~~our~~to ~~initial business combination. At this time~~pursue, weand ~~are~~to ~~not~~the aextent ~~party~~the todirector ~~any arrangement~~ or ~~understanding~~officer ~~with~~is ~~any~~permitted ~~third~~to ~~party~~refer ~~with~~that ~~respect~~opportunity to ~~raising~~us ~~any~~without ~~additional~~violating ~~funds~~another ~~through~~legal ~~the sale of securities, the incurrence of debt or otherwise~~obligation.

~~Sources~~Our sponsor, officers, and directors are not required to commit any specified amount of ~~Target~~time ~~Businesses~~to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

~~Target~~Initial ~~business~~Business ~~candidates~~Combination have been brought to our attention from various sources, including our global networks, as well as other sources such as investment bankers and investment professionals. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this report and know what types of businesses we are targeting. Our sponsor, officers and directors and their respective affiliates may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have. We may engage professional firms or other individuals that specialize in business acquisitions or other individuals, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event will our sponsor or any of our existing officers or directors, or any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the Company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). Although none of our sponsor, officers, or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination, we do not have a policy that prohibits our sponsor, officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business combination candidate.

WeAs ~~are~~required ~~not~~by ~~prohibited~~Nasdaq ~~from~~rules, ~~pursuing~~our an initial business combination ~~with~~will be approved by a ~~company~~majority of our independent directors. Nasdaq rules also require that iswe ~~affiliated~~must ~~with~~complete ~~RRG,~~our ~~Capricorn,~~initial business combination with one or ~~their~~more ~~respective~~businesses ~~officers~~that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and ~~affiliates~~taxes orpayable) at the time of our ~~directors~~signing ~~or officers~~a definitive agreement in connection with our initial business combination. InWe refer to this as the ~~event~~80% weof ~~seek~~net assets test. Our board of directors will make the determination as to ~~complete~~the fair market value of our initial business combination. ~~with~~The afair ~~company~~market ~~that~~value isof ~~affiliated~~the ~~with~~target or targets will be determined by our ~~sponsor,~~board ~~officers~~of directors based upon one or ~~directors~~more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or ~~their~~book ~~respective~~value). ~~affiliates~~Even though our board of directors will rely on generally accepted standards, weour board of directors will have discretion to select the standards employed. In addition, orthe application of the standards generally involves a ~~committee~~substantial degree of ~~independent~~judgment. ~~directors~~Accordingly, ifinvestors ~~required~~will ~~by applicable~~be ~~law~~relying on the business judgment of the board of directors in evaluating the fair market value of the target or ~~based~~targets. ~~upon~~The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the ~~decision~~80% of net assets test, as well as the basis for our determinations. If our board of directors oris anot ~~committee~~able ~~thereof~~to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or ananother independent ~~accounting~~entity ~~firm~~that commonly renders valuation opinions with respect to the satisfaction of the 80% of net assets test. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, isit ~~fair~~may be unable to ~~us from~~do aso ~~financial~~if ~~point~~it is less familiar or experienced with the business of ~~view.~~a Weparticular ~~are~~target ~~not~~or ~~required~~if there is a significant amount of uncertainty as to ~~obtain~~the ~~such~~value anof ~~opinion~~a intarget’s ~~any~~assets ~~other~~or ~~context~~prospects.

8We may structure our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the “Investment Company Act.” Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

9 ~~Table of Contents~~

SelectionTable of a Target Business and Structuring of our Initial Business CombinationContents

WeOther doConsiderations not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

ToWe ~~the~~are ~~extent~~not weprohibited ~~effect~~from ~~our~~pursuing an initial business combination or subsequent transaction with a company that is affiliated with RRG, Capricorn, or ~~business~~their ~~that~~respective ~~may~~officers beand ~~financially~~affiliates ~~unstable~~or our directors or inofficers. ~~its~~In ~~early~~the ~~stages~~event ofwe ~~development~~seek orto ~~growth~~complete our initial business combination or, wesubject ~~may~~to becertain ~~affected~~exceptions, bysubsequent ~~numerous risks~~material ~~inherent~~transactions inwith ~~such~~a company that is affiliated with our sponsor or ~~business.~~any ~~Although~~of our ~~management~~officers ~~will~~or ~~endeavor~~directors, towe, ~~evaluate~~or a committee of independent directors, if required by applicable law or based upon the ~~risks~~decision ~~inherent~~of inour aboard ~~particular~~of ~~target~~directors ~~business~~or a committee thereof, wewill ~~cannot~~obtain ~~assure~~an ~~you~~opinion from an independent investment banking firm or an independent accounting firm that wesuch ~~will~~initial ~~properly~~business ~~ascertain~~combination or ~~assess~~transaction ~~all~~is ~~significant~~fair ~~risk~~to ~~factors~~us from a financial point of view.

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

~~The~~After ~~time~~the ~~required~~satisfaction toof ~~select~~the ~~and~~redemptions ~~evaluate~~in aconnection ~~target~~with ~~business~~the ~~and~~Extension, tothe ~~structure~~balance ~~and~~in our Trust Account was approximately $22,062,774 which includes $10,631,250 of deferred underwriting commissions. Because we are able to complete our initial business combination using our cash, ~~and~~debt ~~the~~or ~~costs~~equity ~~associated~~securities, ~~with~~or ~~this~~a ~~process~~combination of the foregoing, ~~are~~we ~~not~~have ~~currently ascertainable~~the ~~with~~flexibility ~~any~~to ~~degree~~use ofthe ~~certainty.~~most ~~Any~~efficient ~~costs~~combination ~~incurred~~that ~~with~~will ~~respect~~allow us to tailor the ~~identification~~consideration ~~and~~to ~~evaluation~~be ofpaid ato ~~prospective~~the target business ~~with~~to ~~which~~fit ~~our~~its ~~initial~~needs ~~business~~and ~~combination~~desires. isHowever, we have not ~~ultimately~~taken ~~completed~~any ~~will~~steps ~~result~~to insecure ~~our~~third-party ~~incurring losses~~financing, and there can be no assurance it will ~~reduce~~be ~~the~~available ~~funds~~to weus ~~can~~if ~~use~~needed to complete ~~another~~a ~~business combination~~transaction.

~~Lack~~Effecting ofOur Initial Business ~~Diversification~~Combination

~~For~~We anare ~~indefinite~~not ~~period~~presently ofengaged ~~time~~in, ~~after~~and ~~the~~we ~~completion~~will ofnot ~~our~~engage ~~initial~~in, ~~business~~any ~~combination,~~operations other than the ~~prospects~~pursuit ~~for~~of our ~~success~~business ~~may~~combination ~~depend~~for ~~entirely~~an onindefinite ~~the~~period ~~future performance~~ of ~~a single business~~time. ~~Unlike other~~We ~~entities~~intend ~~that~~to ~~have~~effectuate ~~the~~our ~~resources~~initial ~~to complete~~ business ~~combinations~~combination ~~with~~using ~~multiple~~cash ~~entities~~from inthe ~~one~~proceeds orof ~~several~~our ~~industries,~~Initial itPublic isOffering ~~probable~~and ~~that~~the weprivate ~~will~~placement ~~not~~of ~~have~~ the ~~resources~~private toplacement ~~acquire~~warrants, ~~multiple~~the ~~businesses.~~proceeds Inof ~~addition,~~the wesale ~~intend~~of toour ~~focus~~shares ~~our search~~in ~~for~~connection anwith our initial business combination in(pursuant ato ~~single~~forward ~~industry.~~purchase Byagreements ~~completing~~or ~~our~~backstop ~~initial~~agreements ~~business~~we ~~combination~~may ~~with~~enter ~~only~~or aotherwise), ~~single~~shares ~~entity,~~issued ~~our~~to ~~lack~~the owners of ~~diversification~~the ~~may~~target, ~~subject~~debt usissued to ~~negative~~bank ~~economic,~~or ~~competitive~~other ~~and~~lenders ~~regulatory developments, any~~ or ~~all~~the owners of ~~which~~the ~~may~~target, ~~have~~or a ~~substantial~~combination ~~adverse~~of ~~impact on~~ the ~~particular~~foregoing. ~~industry~~We inmay ~~which~~seek weto ~~operate~~complete ~~after~~ our initial business combination ~~and~~with ~~cause~~a uscompany toor ~~depend~~business onthat ~~the~~may ~~marketing~~be ~~and~~financially ~~sale~~unstable ofor ain ~~limited~~its ~~number~~early stages of ~~products~~development or ~~services~~growth, which would subject us to the numerous risks inherent in such companies and businesses.

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

~~Although~~We wemay ~~intend~~seek to ~~closely~~raise ~~scrutinize~~additional ~~the~~funds ~~management~~through a private offering of adebt ~~prospective~~or ~~target~~equity ~~business~~securities ~~when~~in ~~evaluating~~connection with the ~~desirability~~completion of ~~effecting~~ our initial business combination, ~~with~~and ~~that~~we ~~business,~~may effectuate our ~~assessment~~ ofinitial ~~the target~~ business’ ~~management~~combination ~~may~~using ~~not~~the ~~prove~~proceeds toof besuch ~~correct.~~offering Inrather ~~addition,~~than using the ~~future~~amounts ~~management~~held ~~may~~in ~~not~~the ~~have~~trust ~~the~~account. ~~necessary~~In ~~skills~~addition, ~~qualifications~~we orintend ~~abilities~~ to ~~manage~~target abusinesses ~~public~~larger ~~company.~~than ~~Furthermore,~~we ~~the~~could ~~future~~acquire ~~role~~with ofthe ~~members~~net proceeds of our ~~management~~ ~~team,~~Initial ifPublic ~~any,~~Offering inand the ~~target~~sale ~~business~~of ~~cannot~~the ~~presently~~private beplacement ~~stated~~warrants, ~~with~~and ~~any~~may ~~certainty.~~as ~~The~~a ~~determination~~result asbe required to ~~whether~~seek ~~any~~additional offinancing ~~the~~to ~~members~~complete ofsuch ~~our~~proposed ~~management~~initial ~~team~~business ~~will~~combination. ~~remain~~Subject to compliance with ~~the~~applicable ~~combined~~securities ~~company~~laws, ~~will~~we bewould ~~made~~expect atto complete such financing only simultaneously with the ~~time~~completion of our initial business combination. ~~While~~In itthe iscase ~~possible~~of ~~that~~an ~~one~~initial orbusiness ~~more~~combination offunded ~~our~~with ~~directors~~assets ~~will~~other ~~remain~~than ~~associated~~the intrust ~~some~~account ~~capacity~~assets, ~~with~~our usproxy ~~following~~materials ~~our~~or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, itonly isif ~~unlikely~~required ~~that~~by ~~any~~law, we would seek stockholder approval of ~~them~~such ~~will~~financing. ~~devote~~There ~~their~~are ~~full~~no ~~efforts~~prohibitions toon our ~~affairs subsequent~~ability to raise funds privately or through loans in connection with our initial business combination. ~~Moreover~~At this time, we ~~cannot~~are ~~assure~~not ~~you~~a ~~that~~party ~~members~~to ofany ~~our~~arrangement ~~management~~or ~~team~~understanding ~~will~~with ~~have~~any ~~significant~~third ~~experience~~party orwith ~~knowledge~~respect ~~relating~~ to raising any additional funds through the ~~operations~~sale of securities, the ~~particular~~incurrence ~~target~~of ~~business~~debt or otherwise.

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

9Target business candidates have been brought to our attention from various sources, including our global networks, as well as other sources such as investment bankers and investment professionals. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this report and know what types of businesses we are targeting.

10 ~~Table of Contents~~

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

~~Stockholders~~ Our ~~May~~sponsor, ~~Not~~officers ~~Have~~and directors and their respective affiliates may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have. We may engage professional firms or other individuals that specialize in business acquisitions or other individuals, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the ~~Ability~~terms of the transaction. We will engage a finder only to ~~Approve~~the ~~Our~~extent ~~Initial~~our ~~Business~~management ~~Combination~~determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event will our sponsor or any of our existing officers or directors, or any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the Company prior to, or in connection with any services tendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). Although none of our sponsor, officers, or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination, we do not have a policy that prohibits our sponsor, officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business combination candidate.

We ~~may~~are ~~conduct~~not ~~redemptions~~prohibited ~~without~~from pursuing an initial business combination with a ~~stockholder~~company ~~vote~~that ~~pursuant~~is toaffiliated ~~the~~with ~~tender~~RRG, ~~offer~~Capricorn, ~~rules~~or oftheir ~~the~~respective ~~SEC~~officers and affiliates or our directors or officers. ~~However,~~In wethe ~~will~~event we seek ~~stockholder~~to ~~approval~~complete ifour itinitial business combination with a company that is ~~required~~affiliated bywith ~~law~~our orsponsor, ~~applicable~~officers ~~stock~~or ~~exchange rule~~directors, or their respective affiliates, we, ~~may~~or ~~decide~~a tocommittee ~~seek~~of ~~stockholder~~independent ~~approval~~directors, ~~for~~if ~~business~~required orby ~~other~~applicable ~~reasons.~~law ~~Presented~~or inbased upon the ~~table~~decision ~~below~~of isour board of directors or a ~~graphic~~committee ~~explanation~~thereof, ofwill ~~the~~obtain ~~types~~an ofopinion from an independent investment banking firm or an independent accounting firm that our initial business ~~combinations~~combination weis ~~may~~fair ~~consider~~to ~~and~~us ~~whether~~from ~~stockholder~~a ~~approval~~financial ispoint ~~currently required~~of ~~under~~view. ~~Delaware~~We ~~law~~are ~~for~~not ~~each~~required to obtain such ~~transaction~~an opinion in any other context.

~~Type~~Selection of ~~Transaction Whether Stockholder Approval is Required Purchase of assets No Purchase of stock of target not involving~~ a ~~merger~~Target ~~with~~Business ~~the~~and ~~Company~~Structuring ~~ No Merger~~ of ~~target~~our ~~into~~Initial aBusiness ~~subsidiary~~Combination ~~of the Company No Merger of the Company with a target Yes~~

~~Under~~We ~~Nasdaq’s~~do ~~listing~~not ~~rules~~currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, ~~stockholder~~our ~~approval~~management ~~would~~will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be ~~required~~permitted ~~for~~to effectuate our initial business combination ~~if,~~with ~~for~~another ~~example:~~blank check company or a similar company with nominal operations.

•To the extent we ~~issue~~effect ~~shares~~our ofinitial ~~Class~~business Acombination ~~common~~with ~~stock~~a ~~that~~company ~~will~~or ~~either~~business ~~(a)~~that may be ~~equal~~financially tounstable or in ~~excess~~its ofearly ~~20%~~stages of ~~the~~development ~~number~~or ofgrowth, ~~shares~~we ofmay ~~our~~be ~~Class~~affected Aby ~~common~~numerous ~~stock~~risks ~~then~~inherent ~~outstanding~~in such company or ~~(b)~~business. ~~have~~Although ~~voting~~our ~~power~~management ~~equal~~will endeavor to orevaluate the risks inherent in ~~excess~~a ofparticular ~~20%~~target ofbusiness, ~~the~~we ~~voting~~cannot ~~power~~assure ~~then~~you ~~outstanding;~~that we will properly ascertain or assess all significant risk factors.

•In ~~any~~evaluating ofa ~~our~~prospective ~~directors~~business target, ~~officers~~we orhave ~~substantial~~and ~~shareholders~~will ~~(as~~continue ~~defined~~to byconduct ~~Nasdaq rules) has~~ a 5%thorough ordue ~~greater~~diligence ~~interest~~review, ~~(or~~which ~~such~~may ~~persons collectively have 10% or greater interest)~~encompass, ~~directly~~among orother ~~indirectly~~things, inmeetings ~~the~~with ~~target~~incumbent ~~business~~management ~~or assets to be acquired~~ and ifkey ~~the~~employees, ~~number~~document ofreviews, ~~shares~~interviews of ~~common~~customers ~~stock~~and ~~to be issued~~suppliers, orinspection ~~if the number~~ of ~~shares of common stock into which the securities may be convertible or exercisable~~facilities, ~~exceeds~~as 5%well ofas ~~the~~a ~~number~~review of ~~shares~~financial ofand ~~common~~other ~~stock~~information orthat 5%will ofbe ~~the~~made ~~voting~~available ~~power~~to ~~outstanding~~us. ~~before the issuance in the case of any substantial security holders; or~~

•The time required to select and evaluate a target business and to structure and complete our initial business combination, and the ~~issuance~~costs orassociated ~~potential~~with ~~issuance~~this process, are not currently ascertainable with any degree of ~~common~~certainty. ~~stock~~Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our ~~undergoing~~incurring alosses ~~change~~and ofwill ~~control~~reduce the funds we can use to complete another business combination.

~~The~~11 decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

•Table the timing of the transaction, including in the event we determine stockholder approval would require additional time, and there is either not enough time to seek stockholder approval or doing so would place the Company at a disadvantage in the transaction or result in other additional burdens on the Company;Contents

•Lack ~~the timing~~ of ~~the~~Business ~~transaction,~~Diversification including in the event we determine stockholder approval would require additional time, and there is either not enough time to seek stockholder approval or doing so would place the Company at a disadvantage in the transaction or result in other additional burdens on the Company;

•For an indefinite period of time after the ~~expected~~completion ~~cost~~of our initial business combination, the prospects for our success may depend entirely on the future performance of ~~holding~~a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to acquire multiple businesses. In addition, we intend to focus our search for an initial business combination in a ~~stockholder~~single ~~vote;~~industry. By completing our initial business combination with only a single entity, our lack of diversification may subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination and cause us to depend on the marketing and sale of a limited number of products or services.

•Post-Combination ~~the~~Management ~~risk~~Team ~~that the stockholders would fail to approve the proposed business combination;~~

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

•We ~~additional~~cannot ~~legal~~assure ~~complexities~~you that any of aour ~~proposed~~key ~~business~~personnel ~~combination~~will ~~that~~remain ~~would~~in besenior ~~time-consuming~~management ~~and~~or ~~burdensome~~advisory topositions ~~present~~with the combined company. The determination as to ~~stockholders~~whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

10Following an initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders ~~Table~~May ofNot ~~Contents~~ Have the Ability to Approve Our Initial Business Combination

~~Permitted~~We ~~Purchases~~may conduct redemptions without a stockholder vote pursuant to the tender offer rules of ~~Our~~the ~~Securities~~SEC. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.

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

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

~~Our~~• ~~sponsor,~~we ~~officers,~~issue ~~directors~~shares ~~and/or~~of ~~their~~Class ~~affiliates~~A ~~anticipate~~common stock that ~~they~~will ~~may identify the stockholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by~~ either ~~the~~(a) ~~stockholders~~be ~~contacting~~equal usto ~~directly~~ or byin ~~our~~excess ~~receipt~~ of ~~redemption~~20% ~~requests submitted by stockholders following our mailing~~ of ~~proxy materials in connection with our initial business combination. To~~ the ~~extent that~~number ~~our~~of sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares ~~for a pro rata share~~ of ~~the~~ ~~trust~~our ~~account~~Class orA ~~vote~~common ~~against~~stock ~~our~~then ~~initial~~outstanding ~~business combination, whether~~ or ~~not~~(b) ~~such~~have ~~stockholder~~voting ~~has~~power ~~already~~equal ~~submitted a proxy with respect~~ to ~~our initial business combination. Our sponsor, officers, directors, advisors~~ or ~~their~~in ~~affiliates~~excess ~~will only~~of ~~purchase~~20% ~~public~~of ~~shares if such purchases comply with Regulation M under~~ the ~~Exchange~~voting ~~Act~~power ~~and~~then ~~the other federal securities laws.~~outstanding;

~~Any~~12 purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

11Table of Contents

• ~~Table~~any of ~~Contents~~ our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have 10% or greater interest), directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or

~~Redemption~~• ~~Rights~~the ~~for~~issuance ~~Public~~or ~~Stockholders~~potential ~~upon~~issuance ~~Completion~~ of ~~our~~common ~~Initial~~stock ~~Business~~will ~~Combination~~result orin ~~Certain Stockholder Votes to Amend~~ our ~~Amended~~undergoing ~~and~~a ~~Restated~~change ~~Certificate~~ of ~~Incorporation~~control.

WeThe ~~will~~decision ~~provide~~as ~~our public stockholders with the opportunity~~ to ~~redeem~~whether ~~all~~we orwill aseek ~~portion~~stockholder ofapproval ~~their shares~~ of ~~Class~~a Aproposed ~~common stock upon (i) the completion of our initial~~ business combination orin ~~(ii)~~those ~~a stockholder~~instances ~~vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption~~ in ~~connection~~which ~~with~~stockholder ~~our~~approval ~~initial~~is ~~business combination or to redeem 100% of our public shares if we do~~ not ~~complete~~required ~~our initial business combination~~ by ~~February~~law ~~9, 2023 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity. Such redemptions, if any,~~ will be made atby ~~a per-share price~~us, ~~payable~~solely in ~~cash~~our discretion, ~~equal~~and towill ~~the~~be ~~aggregate~~based ~~amount then~~ on ~~deposit in the trust account as of two~~ business ~~days prior to the event triggering the right to redeem, including interest earned on the funds held in the trust account~~ and ~~not~~legal ~~previously released to us to pay our franchise and income taxes~~reasons, ~~divided~~which by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include ~~the requirement that~~ a ~~beneficial~~variety ~~holder must identify itself in order to validly redeem its public shares. There will be no redemption rights upon the completion~~ of ~~our~~factors, ~~initial business combination with respect to our warrants. Our initial stockholders have entered into a letter agreement with us~~including, ~~pursuant~~but tonot ~~which~~limited ~~they have agreed~~ to: waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination or a stockholder vote to approve an amendment to our amended and restated certificate of incorporation.

~~Manner~~• the timing of ~~Conducting~~the ~~Redemptions~~transaction, including in ~~Conjunction~~the ~~with~~event we determine stockholder approval would require additional time, and there is either not enough time to seek stockholder approval or doing so would place the Company at a ~~Stockholder~~disadvantage ~~Vote~~in onthe ~~our~~transaction ~~Initial~~or ~~Business~~result ~~Combination~~in other additional burdens on the Company;

We• ~~will provide our public stockholders with~~ the ~~opportunity~~timing ~~to redeem all or a portion~~ of ~~their shares of Class A common stock upon~~ the ~~completion~~transaction, ofincluding ~~our initial business combination either (i)~~ in ~~connection~~ ~~with a stockholder meeting called to approve~~ the ~~initial~~event ~~business combination or (ii) by means of a tender offer. The decision as to whether~~ we ~~will~~determine ~~seek~~ stockholder approval ofwould arequire ~~proposed~~additional ~~initial business combination or conduct a tender offer will be made by us~~time, ~~solely in our discretion,~~ and ~~will~~there beis ~~based~~either onnot aenough ~~variety~~time ~~of factors such as the timing of the transaction and whether the terms of the transaction would require us~~ to seek stockholder approval ~~under the law~~ or ~~stock exchange~~doing ~~listing~~so ~~requirement. Under Nasdaq rules, asset acquisitions and stock purchases~~ would ~~not~~place ~~typically~~the ~~require stockholder approval while direct mergers with our~~ Company ~~where~~at we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. If we structure an initial business combination with a ~~target~~disadvantage ~~company~~ in ~~a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve~~ the ~~proposed~~transaction ~~initial business combination. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law~~ or ~~stock~~result ~~exchange~~in ~~listing requirements or we choose to seek stockholder approval for business or~~ other ~~reasons.~~additional Soburdens ~~long as we obtain and maintain a listing for our securities~~ on ~~Nasdaq,~~the ~~we will be required to comply with such rules.~~Company;

If• athe ~~stockholder~~expected ~~vote~~cost isof ~~not~~holding ~~required and we do not decide to hold~~ a stockholder vote ~~for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:~~;

• ~~conduct~~ the ~~redemptions~~risk ~~pursuant~~that tothe ~~Rule~~stockholders ~~13e-4~~would ~~and~~fail ~~Regulation~~to ~~14E~~approve of the ~~Exchange~~proposed ~~Act,~~business ~~which regulate issuer tender offers, and~~combination;

• ~~file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and~~ other ~~information~~time ~~about the initial business combination~~ and ~~the~~budget ~~redemption~~constraints ~~rights as is required under Regulation 14A~~ of the ~~Exchange~~Company; ~~Act, which regulates the solicitation of proxies.~~and

~~Upon~~• ~~the~~additional ~~public~~legal ~~announcement~~complexities of ~~our~~a ~~initial~~proposed business combination, wethat orwould ~~our~~be ~~sponsor will terminate any plan established in accordance with Rule 10b5~~time-1consuming toand ~~purchase~~burdensome ~~shares of our Class A common stock in the open market if we elect~~ to ~~redeem~~present ~~our public shares through a tender offer,~~ to ~~comply with Rule 14e-5 under the Exchange Act~~stockholders.

InPermitted ~~the~~Purchases event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of ~~the~~Our ~~tender~~Securities offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

12If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their respective affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions prior to completion of our initial business combination.

The ~~Table~~purpose of ~~Contents~~ any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with

~~If,~~13 however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:

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

• our ~~file~~initial ~~proxy~~business ~~materials~~combination. ~~with~~Any such purchases of our securities may result in the ~~SEC~~completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

InOur ~~the~~sponsor, ~~event~~officers, directors and/or their affiliates anticipate that wethey ~~seek~~may ~~stockholder~~identify ~~approval~~the stockholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination,. weTo ~~will~~the ~~distribute~~extent ~~proxy~~that ~~materials~~our ~~and~~sponsor, inofficers, ~~connection~~directors, ~~therewith~~advisors or their affiliates enter into a private purchase, ~~provide~~they ~~our~~would ~~public~~identify and contact only potential selling stockholders ~~with~~who ~~the redemption~~have ~~rights~~expressed ~~described~~their ~~above~~election ~~upon~~to ~~completion~~redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination. Our sponsor, officers, directors, advisors or their affiliates will only purchase public shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

IfAny wepurchases ~~seek~~by ~~stockholder~~our ~~approval~~sponsor, weofficers, ~~will~~directors ~~complete~~and/or ~~our~~their ~~initial~~affiliates ~~business~~who ~~combination~~are ~~only~~affiliated ifpurchasers aunder ~~majority~~Rule of10b-18 under the ~~outstanding~~Exchange ~~shares~~Act ofwill ~~common~~only ~~stock~~be ~~entitled~~made to ~~vote thereon are voted in favor of~~ the ~~initial~~ ~~business~~extent ~~combination. A quorum for~~ such ~~meeting~~purchases ~~will~~are ~~consist~~able ofto ~~the~~be ~~holders~~made ~~present~~ in ~~person~~compliance orwith byRule ~~proxy~~10b-18, ofwhich ~~shares~~is ofa ~~outstanding~~safe ~~capital~~harbor ~~stock~~from ofliability ~~the~~for ~~Company~~manipulation ~~representing~~under Section 9(a)(2) ~~majority~~and ofRule ~~the~~10b-5 ~~voting power~~ of ~~all outstanding shares of capital stock of~~ the ~~Company~~Exchange ~~entitled~~Act. toRule ~~vote~~10b-18 athas ~~such~~certain ~~meeting.~~technical ~~Our~~requirements ~~initial~~that ~~stockholders~~must ~~will~~be ~~count~~complied ~~toward~~with ~~this~~in ~~quorum~~order ~~and~~for ~~pursuant to~~ the ~~letter~~safe ~~agreement,~~harbor ~~our~~to ~~initial~~be ~~stockholders~~available ~~have agreed~~ to ~~vote~~the ~~their~~purchaser. ~~founder~~Our ~~shares~~sponsor, ~~and~~officers, ~~any~~directors ~~public shares purchased during~~ and/or ~~after~~their ~~our~~affiliates ~~Initial~~will ~~Public~~not ~~Offering~~make ~~(including~~purchases ~~in open market and privately negotiated transactions) in favor~~ of ~~our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of~~ common stock ~~voted,~~ ~~non-votes~~if ~~will have no effect on~~ the ~~approval~~purchases ofwould ~~our~~violate ~~initial business combination once~~ Section 9(a ~~quorum is obtained. We intend to give approximately 30 days’~~ )(~~but not less than 10 days’ nor more than 60 days’~~2) ~~prior~~or ~~written~~Rule ~~notice~~10b-5 of ~~any~~the ~~such meeting,~~Exchange ifAct. ~~required,~~Any atsuch ~~which~~purchases awill ~~vote shall~~ be ~~taken~~reported pursuant to ~~approve~~Section 13 ~~our initial business combination. These quorum~~ and ~~voting~~Section 16 ~~thresholds,~~of ~~and~~ the ~~voting~~Exchange ~~agreements~~Act ofto ~~our~~the ~~initial~~extent ~~stockholders,~~such ~~may~~purchases ~~make~~are itsubject ~~more likely that we will consummate our initial business combination. Each public stockholder may elect~~ to ~~redeem~~such ~~its~~reporting ~~public shares irrespective of whether they vote for or against the proposed transaction~~requirements.

~~Our~~Redemption ~~amended~~Rights ~~and~~for ~~restated~~Public ~~certificate~~Stockholders ~~of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001~~ upon ~~consummation~~Completion of our ~~initial~~Initial ~~business~~Business ~~combination~~Combination ~~and after payment of deferred underwriting commissions (so that we are not subject to the SEC’s “penny stock” rules)~~ or ~~any~~Certain ~~greater~~Stockholder ~~net~~Votes ~~tangible asset or cash requirement which may be contained in the agreement relating~~ to Amend our ~~initial~~Amended business combination. For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would 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 initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and ~~all~~Restated ~~shares~~Certificate of ~~Class~~Incorporation A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

~~Limitation~~We onwill ~~Redemption~~provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon ~~Completion~~(i) the completion of our ~~Initial~~initial ~~Business~~business ~~Combination~~combination or (ii) a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if Wewe ~~Seek~~do ~~Stockholder~~not ~~Approval~~complete our initial business combination by August 12, 2023, or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity. Such redemptions, if any, will be made at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the event triggering the right to redeem, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination or a stockholder vote to approve an amendment to our amended and restated certificate of incorporation.

13Manner of Conducting Redemptions in Conjunction with a Stockholder Vote on our Initial Business Combination

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

~~Notwithstanding~~14 the foregoing, if we seek stockholder approval of our initial business combination, and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering, which we refer to as the “Excess Shares.” Such restriction shall also be applicable to our affiliates. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

TenderingTable Stockof Certificates in Connection with a Tender Offer or Redemption RightsContents

WeIf ~~may~~a ~~require~~stockholder ~~our~~vote ~~public~~is ~~stockholders~~not ~~seeking~~required toand ~~exercise~~we ~~their~~do ~~redemption~~not ~~rights,~~decide ~~whether~~to ~~they are record holders or~~ hold ~~their~~a ~~shares~~stockholder in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the initial vote onfor ~~the proposal to approve the initial~~ business ~~combination in the event we distribute proxy materials,~~ or toother ~~deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System~~reasons, ~~at the holder’s option. The tender offer or proxy materials, as applicable, that~~ we will ~~furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements~~, ~~which~~pursuant ~~may include the requirement that a beneficial holder must identify itself in order~~ to ~~validly redeem its public shares. Accordingly, a public stockholder would have from the time we send out~~ our ~~tender~~amended ~~offer~~and ~~materials~~restated ~~until~~certificate ~~the close~~ of ~~the~~incorporation: tender offer period, or up to two days prior to the vote on the initial business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

~~There~~• isconduct athe ~~nominal~~redemptions ~~cost~~pursuant ~~associated~~to ~~with~~Rule ~~the above~~13e-~~referenced~~4 ~~tendering process~~ and ~~the~~Regulation ~~act~~14E of ~~certificating~~ the ~~shares~~Exchange or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. HoweverAct, ~~this~~which ~~fee~~regulate ~~would~~issuer ~~be incurred regardless of whether or not we require holders seeking to exercise redemption rights to~~ tender ~~their~~offers, ~~shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.~~and

~~The~~• ~~foregoing~~file istender ~~different~~offer ~~from~~documents ~~the procedures used by many blank check companies. In order to perfect redemption rights in connection~~ with ~~their business combinations, many blank check companies would distribute proxy materials for~~ the ~~stockholders’~~SEC ~~vote~~prior ~~on an initial business combination, and a holder could simply vote against a proposed initial business combination and check a box on the proxy card indicating such holder was seeking~~ to ~~exercise~~ ~~his~~completing orour ~~her redemption rights. After the~~ initial business combination ~~was~~which ~~approved,~~contain ~~the~~substantially ~~Company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result,~~ the ~~stockholder then~~same ~~had~~financial anand ~~“option~~other ~~window”~~information ~~after~~about the ~~completion of the~~ initial business combination ~~during~~and ~~which he or she could monitor~~ the ~~price of the Company’s stock in the market. If the price rose above the~~ redemption ~~price,~~rights heas oris ~~she~~required ~~could~~under ~~sell~~Regulation ~~his~~14A orof ~~her shares in~~ the ~~open~~Exchange ~~market before actually delivering his or her shares to the Company for cancellation. As a result~~Act, ~~the redemption rights, to~~ which ~~stockholders~~regulates ~~were aware they needed to commit before~~ the ~~stockholder~~solicitation ~~meeting, would become “option” rights surviving past the completion~~ of ~~the initial business combination until the redeeming holder delivered its certificate~~proxies. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the initial business combination is approved.

~~Any~~Upon ~~request to redeem such shares, once made, may be withdrawn at any time up to~~ the ~~date~~public ~~set~~announcement ~~forth in the tender offer materials or the date~~ of ~~the stockholder meeting set forth in~~ our ~~proxy materials,~~initial asbusiness ~~applicable. Furthermore~~combination, ifwe aor ~~holder~~our ofsponsor awill ~~public~~terminate ~~share~~any ~~delivered~~plan ~~its~~established ~~certificate~~ in ~~connection~~accordance with anRule 10b5-1 ~~election~~to ofpurchase ~~redemption~~shares ~~rights~~of ~~and~~our ~~subsequently~~Class A ~~decides~~common ~~prior~~stock toin the ~~applicable~~open ~~date~~market ~~not~~if towe elect to ~~exercise~~redeem ~~such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of~~ our public shares ~~electing~~through toa ~~redeem~~tender ~~their~~offer, ~~shares~~to ~~will~~comply bewith ~~distributed~~Rule 14e-5 ~~promptly after~~under the ~~completion~~Exchange ~~of our initial business combination~~Act.

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

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

If• ~~our~~conduct ~~initial~~the ~~business~~redemptions ~~combination~~in isconjunction ~~not~~with ~~approved~~a orproxy ~~completed~~solicitation ~~for~~pursuant ~~any~~to ~~reason,~~Regulation ~~then~~14A ~~our~~of ~~public~~the ~~stockholders~~Exchange ~~who~~Act, ~~elected~~which toregulates ~~exercise~~the ~~their~~solicitation ~~redemption~~of ~~rights~~proxies, ~~would~~and not bepursuant ~~entitled~~ to ~~redeem their shares for~~ the ~~applicable~~tender ~~pro~~offer ~~rata share of the trust account. In such case~~rules, ~~we will promptly return any certificates delivered by public holders who elected to redeem their shares.~~and

If• ~~our~~file ~~initial~~proxy ~~proposed~~materials ~~initial business combination is not completed, we may continue to try to complete an initial business combination~~ with ~~a different target until 24 months from~~ the ~~closing of our Initial Public Offering or during any Extension Period~~SEC.

~~Redemption~~In the event that we seek stockholder approval of ~~Public~~our ~~Shares~~initial business combination, we will distribute proxy materials and, ~~Liquidation~~in ifconnection Notherewith, ~~Initial~~provide ~~Business~~our ~~Combination~~public stockholders with the redemption rights described above upon completion of the initial business combination.

~~Our~~If ~~amended~~we ~~and~~seek ~~restated~~stockholder ~~certificate~~approval, ofwe ~~incorporation~~will ~~provides~~complete ~~that~~our weinitial ~~will~~business ~~have~~combination only 24if ~~months~~a ~~from~~majority of the ~~closing~~outstanding shares of ~~our~~common ~~Initial~~stock ~~Public~~entitled ~~Offering~~ to ~~complete~~vote ~~our~~thereon are voted in favor of the initial business combination. IfA ~~we do~~quorum ~~not~~for ~~complete~~such ~~our~~meeting ~~initial~~will ~~business~~consist ~~combination~~of ~~within~~the ~~such~~holders ~~24-month~~present ~~period~~in person or ~~any~~by ~~Extension~~proxy ~~Period,~~of weshares ~~will:~~of ~~(i)~~outstanding ~~cease~~capital ~~all~~stock ~~operations~~of ~~except~~the ~~for~~Company ~~the~~representing ~~purpose~~a majority of ~~winding~~the ~~up,~~voting ~~(ii)~~power asof ~~promptly~~all asoutstanding ~~reasonably~~shares ~~possible~~of ~~but~~capital ~~not~~stock ~~more~~of ~~than~~the ~~ten~~Company ~~business days~~entitled ~~thereafter,~~to ~~redeem~~vote ~~the~~at ~~public~~such ~~shares,~~meeting. atOur ainitial ~~per-share~~stockholders ~~price,~~will ~~payable~~count intoward ~~cash,~~this ~~equal~~quorum and pursuant to the ~~aggregate~~letter ~~amount~~agreement, ~~then~~our oninitial ~~deposit~~stockholders inhave ~~the~~agreed ~~trust~~to ~~account~~vote ~~including~~their ~~interest~~founder ~~earned~~shares onand ~~the~~any ~~funds~~public ~~held~~shares inpurchased ~~the~~during ~~trust~~or ~~account~~after ~~and~~our ~~not~~Initial ~~previously~~Public ~~released~~Offering to(including ~~us to~~in ~~pay~~open ~~our~~market ~~franchise~~ and ~~income~~privately ~~taxes~~negotiated ~~(less~~transactions) upin tofavor ~~$100,000~~ of ~~interest~~our toinitial ~~pay~~business ~~dissolution~~combination. ~~expenses),~~For ~~divided~~purposes byof seeking approval of the ~~number~~majority of ~~then~~our outstanding ~~public~~ shares, ~~which~~of ~~redemption~~common ~~will~~stock ~~completely~~voted, ~~extinguish~~non-votes ~~public~~will ~~stockholders’~~have ~~rights~~no aseffect ~~stockholders (including~~on the ~~right~~approval toof ~~receive~~our ~~further~~initial ~~liquidating~~business ~~distributions,~~combination ifonce ~~any),~~a ~~subject~~quorum is obtained. We intend to ~~applicable~~give ~~law,~~approximately ~~and~~30 days’ (~~iii)~~but asnot ~~promptly~~less asthan ~~reasonably~~10 ~~possible~~days’ ~~following~~nor ~~such~~more ~~redemption,~~than ~~subject~~60 todays’) ~~the~~prior ~~approval~~written notice of ~~our~~any ~~remaining~~such ~~stockholders~~meeting, ~~and~~if ~~our board of directors~~required, ~~dissolve~~at ~~and~~which ~~liquidate,~~a ~~subject~~vote inshall ~~each~~be ~~case~~taken to approve our ~~obligations~~initial ~~under~~business ~~Delaware~~combination. ~~law~~These toquorum ~~provide~~and ~~for~~voting ~~claims~~thresholds, ~~of creditors~~ and the ~~requirements~~voting agreements of ~~other~~our ~~applicable~~initial ~~law.~~stockholders, ~~There~~may ~~will~~make beit nomore ~~redemption~~likely ~~rights~~that orwe ~~liquidating~~will ~~distributions~~consummate ~~with respect to~~ our ~~warrants,~~initial ~~which~~business ~~will~~combination. ~~expire~~Each ~~worthless~~public ifstockholder wemay ~~fail~~elect to ~~complete~~redeem ~~our~~its ~~initial~~public ~~business~~shares ~~combination~~irrespective ~~within~~of ~~the~~whether ~~24-month~~they ~~time~~vote ~~period~~for or against the proposed transaction.

~~Our~~15 initial stockholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination by February 9, 2023 or during any Extension Period. However, if our sponsor, officers or directors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month time period.

OurTable initial stockholders have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by February 9, 2023 or (ii) 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 shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time.Contents

WeOur ~~expect~~amended ~~that~~and ~~all~~restated ~~costs~~certificate ~~and~~of ~~expenses~~incorporation ~~associated~~provides ~~with~~that ~~implementing~~in ~~our~~no ~~plan~~event ofwill ~~dissolution,~~we asredeem ~~well~~our aspublic ~~payments~~shares toin ~~any~~an ~~creditors,~~amount ~~will~~that bewould ~~funded~~cause ~~from~~our ~~amounts~~net ~~remaining~~tangible ~~out~~assets ofto ~~the~~be ~~approximately~~ less than $25,~~250,~~000,001 upon consummation of ~~proceeds~~our ~~held~~initial ~~outside~~business ~~the~~combination ~~trust~~and ~~account,~~after ~~although~~payment weof ~~cannot~~deferred ~~assure~~underwriting ~~you~~commissions (so that ~~there~~we ~~will~~are benot ~~sufficient~~subject ~~funds~~to ~~for~~the ~~such~~SEC’s ~~purpose.~~“penny Westock” ~~will~~rules) ~~depend~~or onany ~~sufficient~~greater ~~interest~~net ~~being~~tangible ~~earned~~asset onor ~~the~~cash ~~proceeds~~requirement ~~held~~which may be contained in the ~~trust~~agreement ~~account~~relating to ~~pay~~our ~~any~~initial ~~tax obligations~~business wecombination. For example, the proposed initial business combination may ~~owe.~~require: ~~However,~~(i) cash ifconsideration ~~those~~to ~~funds~~be ~~are~~paid ~~not~~to ~~sufficient~~the target or its owners, (ii) cash to ~~cover~~be transferred to the ~~costs~~target ~~and~~for ~~expenses~~working ~~associated~~capital ~~with~~or ~~implementing~~other ~~our~~general ~~plan~~corporate purposes or (iii) the retention of ~~dissolution,~~cash to satisfy other conditions in accordance with the ~~extent~~terms ~~that~~of ~~there~~the isproposed ~~any~~initial ~~interest~~business ~~accrued~~combination. inIn the ~~trust~~event ~~account~~the ~~not~~aggregate cash consideration we would be required to pay ~~taxes on~~for ~~interest~~all ~~income~~shares ~~earned~~of onClass A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the ~~trust~~terms ~~account~~of ~~balance,~~the weproposed ~~may~~initial ~~request~~business combination exceed the ~~trustee~~aggregate toamount ~~release~~of cash available to us, anwe ~~additional~~will ~~amount~~not complete the initial business combination or redeem any shares, and all shares of upClass A common stock submitted for redemption will be returned to ~~$100~~the holders thereof. We may,~~000~~ however, raise funds through the issuance of ~~such~~equity-linked ~~accrued~~securities ~~interest~~or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to ~~pay~~forward ~~those~~purchase ~~costs~~agreements ~~and~~or ~~expenses~~backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

15Limitation on Redemption upon Completion of our Initial Business Combination if We Seek Stockholder Approval

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

IfTendering weStock ~~were~~Certificates ~~to expend all of the net proceeds of our Initial Public Offering and the sale of the private placement warrants, other than the proceeds deposited~~ in ~~the~~Connection ~~trust~~with ~~account,~~a ~~and~~Tender ~~without taking~~Offer into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00. The funds held in the trust account could, however, become subject to the claims of our creditors, which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00. Under Section 281(b) of the Delaware General Corporation Law (the “DGCL”), our plan of dissolution must provide for all claims against us to be paid in full or ~~make~~Redemption ~~provision~~Rights for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

~~Although~~We wemay ~~seek~~require toour ~~have~~public ~~all~~stockholders ~~vendors,~~seeking ~~service~~to ~~providers,~~exercise ~~prospective~~their ~~target~~redemption ~~businesses~~rights, orwhether ~~other~~they ~~entities~~are ~~with~~record ~~which~~holders weor dohold ~~business~~their ~~execute~~shares ~~agreements~~in ~~with~~“street ~~us waiving any right~~name,” ~~title,~~to ~~interest~~either ~~or claim~~tender oftheir ~~any~~certificates ~~kind in or~~ to ~~any~~our ~~monies~~transfer ~~held~~agent inprior ~~the~~to ~~trust account for~~ the ~~benefit~~date ofset ~~our~~forth ~~public~~in ~~stockholders,~~the ~~there~~tender isoffer nodocuments ~~guarantee~~or ~~that~~proxy ~~they~~materials ~~will~~mailed ~~execute~~to such ~~agreements~~holders, or ~~even~~up ifto ~~they~~two ~~execute~~business ~~such~~days ~~agreements~~prior ~~that~~to ~~they~~the ~~would~~initial bevote ~~prevented~~on ~~from bringing claims against~~ the ~~trust~~proposal ~~account~~to ~~including~~approve ~~but~~the ~~not~~initial ~~limited~~business tocombination ~~fraudulent~~in ~~inducement,~~the ~~breach~~event ofwe ~~fiduciary~~distribute ~~responsibility~~proxy ~~or other similar claims~~materials, asor ~~well~~to asdeliver ~~claims~~their ~~challenging~~shares ~~the~~to ~~enforceability of~~ the ~~waiver,~~transfer inagent ~~each~~electronically ~~case~~using inThe ~~order~~Depository toTrust ~~gain an~~Company’s ~~advantage~~DWAC ~~with~~(Deposit/Withdrawal ~~respect~~At toCustodian) ~~a claim against our assets~~System, ~~including~~at the ~~funds~~holder’s ~~held in the trust account~~option. IfThe ~~any~~tender ~~third~~offer ~~party~~or ~~refuses~~proxy tomaterials, ~~execute~~as anapplicable, ~~agreement~~that ~~waiving~~we ~~such~~will ~~claims~~furnish to ~~the~~holders ~~monies~~of ~~held in the trust account,~~ our ~~management~~public ~~will~~shares ~~perform~~in ~~an analysis~~connection ofwith ~~the~~our ~~alternatives~~initial ~~available~~business tocombination ~~it and~~ will ~~only~~indicate ~~enter~~whether ~~into~~we anare ~~agreement~~requiring ~~with~~public astockholders ~~third~~to ~~party~~satisfy ~~that~~such ~~has~~delivery ~~not~~requirements, ~~executed~~which amay ~~waiver~~include ifthe ~~management~~requirement ~~believes~~ that ~~such~~a ~~third~~beneficial ~~party’s~~holder ~~engagement~~must ~~would~~identify beitself ~~significantly~~in ~~more~~order ~~beneficial~~ to usvalidly ~~than~~redeem ~~any alternative.~~its ~~Examples~~public ofshares. ~~possible~~Accordingly, ~~instances~~a ~~where~~public westockholder ~~may~~would ~~engage~~have afrom ~~third~~the ~~party~~time ~~that~~we ~~refuses~~send toout ~~execute~~our atender ~~waiver~~offer ~~include~~materials until the ~~engagement~~close of athe ~~third-party~~tender ~~consultant~~offer ~~whose~~period, ~~particular expertise~~ or ~~skills~~up ~~are~~to ~~believed~~two bydays ~~management~~prior to bethe ~~significantly superior~~vote toon ~~those~~the ofinitial ~~other~~business ~~consultants~~combination ~~that~~if ~~would~~we ~~agree~~distribute toproxy ~~execute~~materials, aas ~~waiver~~applicable, orto intender ~~cases~~its ~~where~~shares ~~management~~if isit ~~unable~~wishes to ~~find~~seek ~~a service provider willing~~ to ~~execute~~exercise aits ~~waiver~~redemption rights. ~~Marcum~~Given ~~LLP,~~the ~~our~~relatively ~~independent~~short ~~registered~~exercise ~~public accounting firm~~period, ~~and~~it ~~the underwriters~~is ofadvisable ~~the~~for ~~offering~~stockholders ~~have not executed agreements with us waiving such claims~~ to ~~the~~use ~~monies~~electronic ~~held~~delivery inof ~~the~~their ~~trust~~public ~~account~~shares.

In16 addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers, directors or members of our sponsor will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

InTable the event that the funds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification 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. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so 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. We have not asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.Contents

16There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

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

WeAny ~~have~~request ~~access~~ to upredeem tosuch $2shares,~~250~~ once made,~~000~~ ~~from~~may be withdrawn at any time up to the ~~proceeds~~date ofset ~~our~~forth ~~Initial~~in ~~Public~~the ~~Offering~~tender ~~and~~offer materials or the ~~sale~~date of the ~~private~~stockholder ~~placement~~meeting ~~warrants~~set ~~with~~forth ~~which~~in toour ~~pay~~proxy ~~any~~materials, ~~such~~as ~~potential~~applicable. ~~claims~~Furthermore, ~~(including~~if ~~costs~~a ~~and expenses~~holder ~~incurred~~of a public share delivered its certificate in connection with ~~our~~an ~~liquidation,~~election ~~currently~~of ~~estimated~~redemption torights beand nosubsequently ~~more~~decides ~~than~~prior ~~approximately~~to ~~$100,000).~~the Inapplicable ~~the~~date ~~event~~not ~~that~~to weelect ~~liquidate~~to ~~and~~exercise itsuch isrights, ~~subsequently~~such ~~determined~~holder may simply request that the ~~reserve~~transfer ~~for~~agent ~~claims~~return ~~and~~the ~~liabilities~~certificate is(physically ~~insufficient, stockholders~~or ~~who~~electronically). ~~received~~It ~~funds~~is ~~from~~anticipated ~~our~~that ~~trust~~the ~~account~~funds ~~could~~to be ~~liable~~distributed ~~for~~to ~~claims~~holders ~~made~~of byour ~~creditors;~~public ~~however,~~shares ~~such~~electing ~~liability~~to ~~will~~redeem ~~not~~their shares will be ~~greater~~distributed ~~than~~promptly after the ~~amount~~completion of ~~funds from~~ our ~~trust~~initial ~~account~~business ~~received by any such stockholder~~combination.

~~Under~~If ~~the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of~~ our ~~trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our~~ initial business combination byis ~~February~~not 9,approved ~~2023~~ or ~~during~~completed any Extension Period may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for ~~all claims against it, including a 60-day notice period during which~~ any ~~third-party~~ ~~claims can be brought against the corporation~~reason, athen ~~90-day~~our ~~period~~public ~~during~~stockholders ~~which~~who ~~the~~elected ~~corporation~~to ~~may~~exercise ~~reject~~their ~~any~~redemption ~~claims~~rights ~~brought,~~would ~~and~~not anbe ~~additional~~entitled ~~150-day waiting period before any liquidating distributions are made~~ to ~~stockholders,~~redeem ~~any liability~~their ofshares ~~stockholders~~for ~~with respect to a liquidating distribution is limited to~~ the ~~lesser~~applicable ~~of such stockholder’s~~ pro rata share of the ~~claim~~trust oraccount. ~~the~~In ~~amount~~such ~~distributed~~case, towe ~~the~~will ~~stockholder,~~promptly ~~and~~return any ~~liability~~certificates ofdelivered ~~the~~by ~~stockholder~~public ~~would~~holders bewho ~~barred~~elected ~~after the~~to ~~third~~redeem ~~anniversary~~their ~~of the dissolution~~shares.

~~Furthermore,~~If ~~if the pro rata portion of~~ our ~~trust~~proposed ~~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 February 9, 2023 or during any Extension Period,~~ is not ~~considered~~completed, awe ~~liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party~~ may ~~bring~~continue ~~or due~~ to ~~other~~try ~~circumstances that are currently unknown), then pursuant~~ to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete ~~our~~an initial business combination bywith February 9, 2023 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~~different ~~price,~~target 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 franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by ~~the number of then outstanding public shares~~August 12, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law2023. ~~Accordingly,~~ it is our intention to redeem our public shares as soon as reasonably possible following our 24th month, and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

~~Because~~Redemption ~~we will not be complying with Section 280, Section 281(b)~~ of ~~the~~Public ~~DGCL~~Shares ~~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~~Liquidation ~~claims~~if orNo claims that may be potentially brought against us within the subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. We seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited, and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our Initial ~~Public~~Business ~~Offering~~Combination against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

17Our amended and restated certificate of incorporation, as further amended, provides that we will have by August 12, 2023 to complete our initial business combination. If we do not complete our initial business combination within such 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 franchise and income 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 to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by August 12, 2023.

17 ~~Table of Contents~~

IfTable we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our Company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.Contents

Our ~~public~~initial stockholders ~~will~~have beentered ~~entitled~~into toa ~~receive~~letter ~~funds~~agreement ~~from~~with ~~the~~us, ~~trust~~pursuant ~~account only upon the earlier~~ to ~~occur~~which ofthey ~~(i)~~have ~~the~~waived ~~completion~~their ofrights ~~our~~to ~~initial~~liquidating ~~business~~distributions ~~combination,~~from ~~(ii)~~ the ~~redemption~~trust ofaccount ~~any public shares properly tendered in connection~~ with arespect ~~stockholder vote~~ to ~~amend~~ any ~~provisions~~founder ofshares ~~our~~held ~~amended~~by ~~and~~them restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we dofail ~~not~~to complete our initial business combination by ~~February 9~~August 12, 2023. ~~or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity~~However, ~~and (iii) the redemption of all of our public shares~~ if ~~we do not complete~~ our ~~business combination by February 9~~sponsor, ~~2023~~officers or ~~during~~directors ~~any~~acquire ~~Extension~~public ~~Period~~shares, ~~subject~~they ~~to applicable law. In no other circumstances~~ will abe ~~stockholder have~~entitled ~~any right or interest of any kind~~ to orliquidating indistributions from the trust account. ~~In the event we seek stockholder approval in connection~~ with ~~our~~respect ~~initial~~to ~~business~~such ~~combination,~~public ashares ~~stockholder’s~~if ~~voting~~we infail ~~connection~~to ~~with~~complete ~~the~~our initial business combination ~~alone~~by will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights as described above. These provisions of our amended and restated certificate of incorporationAugust 12, ~~like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote~~2023.

~~Competition~~Our initial stockholders have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by August 12, 2023 or (ii) 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 shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time.

InWe ~~identifying,~~expect ~~evaluating~~that ~~and~~all ~~selecting~~costs aand ~~target~~expenses ~~business~~associated ~~for~~with implementing our ~~initial~~plan ~~business~~of ~~combination~~dissolution, weas ~~may~~well ~~encounter~~as ~~competition~~payments ~~from~~to ~~other~~any ~~entities~~creditors, ~~having~~will abe ~~business~~funded ~~objective~~from ~~similar~~amounts toremaining ~~ours, including~~out ~~other~~of ~~blank~~the ~~check~~approximately ~~companies~~$2,250,000 ~~private~~of ~~equity~~proceeds ~~groups~~held ~~and~~outside ~~leveraged~~the ~~buyout~~trust ~~funds~~account, ~~and~~although ~~operating~~we ~~businesses~~cannot ~~seeking~~assure ~~strategic~~you ~~business~~that ~~combinations.~~there ~~Many~~will ofbe ~~these~~sufficient ~~entities~~funds ~~are~~for ~~well~~such ~~established~~purpose. ~~and~~We ~~have~~will ~~extensive~~depend ~~experience~~on ~~identifying~~sufficient ~~and effecting~~interest ~~business~~being ~~combinations~~earned ~~directly~~on orthe ~~through~~proceeds ~~affiliates.~~held ~~Moreover,~~in ~~many~~the oftrust ~~these~~account ~~competitors~~to ~~possess~~pay ~~greater~~any ~~financial,~~tax ~~technical,~~obligations ~~human~~we ~~and~~may ~~other~~owe. ~~resources~~However, ~~than~~if wethose ~~do.~~funds ~~Our~~are ~~ability~~not sufficient to ~~acquire~~cover ~~larger~~the ~~target~~costs ~~businesses~~and ~~will~~expenses beassociated ~~limited~~with byimplementing our ~~available~~ ~~financial~~plan ~~resources.~~of ~~This~~dissolution, ~~inherent~~to ~~limitation~~the ~~may~~extent ~~give~~that ~~others~~there ~~with~~is ~~greater~~any ~~resources~~interest anaccrued ~~advantage~~ in ~~pursuing~~ the ~~initial~~trust ~~business~~account ~~combination~~not ofrequired ~~a target business. Furthermore, our obligation~~ to pay ~~cash~~taxes inon ~~connection~~interest ~~with~~income ~~our~~earned ~~public stockholders~~on ~~who~~the ~~exercise~~trust ~~their~~account ~~redemption~~balance, ~~rights~~we may ~~reduce~~request the ~~resources~~trustee ~~available~~to release to us ~~for~~an ~~our~~additional ~~initial~~amount ~~business~~of ~~combination~~up ~~and~~to ~~our outstanding warrants~~$100,000 ~~and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either~~ of ~~these~~such ~~factors~~accrued ~~may~~interest ~~place~~to uspay atthose acosts ~~competitive~~and ~~disadvantage in successfully negotiating an initial business combination~~expenses.

~~Facilities~~If we were to expend all of the net proceeds of our Initial Public Offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00. The funds held in the trust account could, however, become subject to the claims of our creditors, which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00. Under Section 281(b) of the Delaware General Corporation Law (the “DGCL”), our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

~~Our~~Although ~~executive~~we ~~offices~~seek ~~are~~to ~~located~~have atall ~~5701~~vendors, ~~Truxtun~~service ~~Avenue~~providers, ~~Suite~~prospective ~~201~~target businesses or other entities with which we do business execute agreements with us waiving any right, ~~Bakersfield~~title, ~~California~~interest ~~93309~~or ~~and~~claim of any kind in or to any monies held in the trust account for the benefit of our ~~telephone~~public ~~number~~stockholders, there is ~~(323)~~no ~~329-8221~~guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. WeIf ~~consider~~any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our ~~current~~management ~~office~~will ~~space~~perform ~~adequate~~an ~~for~~analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we 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. Marcum LLP, our ~~current~~ ~~operations~~independent registered public accounting firm, and the underwriters of the offering have not executed agreements with us waiving such claims to the monies held in the trust account.

~~Employees~~18

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

18In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services tendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers, directors or members of our sponsor will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In ~~Table~~the event that the funds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of ~~Contents~~ the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification 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. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so 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. We have not asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.

~~Periodic~~We ~~Reporting~~have access to up to $2,250,000 from the proceeds of our Initial Public Offering and ~~Financial~~the ~~Information~~sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors; however, such liability will not be greater than the amount of funds from our trust account received by any such stockholder.

WeUnder ~~have~~the ~~registered~~DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our ~~units~~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 August 12, ~~Class~~2023 Amay ~~common~~be ~~stock~~considered ~~and~~a ~~warrants~~liquidating distribution under Delaware law. If the ~~Exchange~~corporation ~~Act~~complies ~~and~~with ~~have~~certain ~~reporting~~procedures ~~obligations,~~set ~~including~~forth in Section 280 of the ~~requirement~~DGCL intended to ensure that weit ~~file~~makes ~~annual~~reasonable provision for all claims against it, ~~quarterly~~including ~~and~~a ~~current~~60-day ~~reports with~~notice period during which any third-party claims can be brought against the ~~SEC.~~corporation, Ina ~~accordance~~90-day ~~with~~period during which the ~~requirements~~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 ~~Exchange~~lesser ~~Act,~~of ~~our~~such ~~annual~~stockholder’s ~~reports~~pro ~~will~~rata ~~contain~~share ~~financial~~of ~~statements~~the ~~audited~~claim or the amount distributed to the stockholder, and ~~reported~~any onliability byof ~~our~~the ~~independent~~stockholder ~~registered~~would ~~public~~be ~~accountants~~barred after the third anniversary of the dissolution.

We19 will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential targets we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed timeframe. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

WeTable are required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.Contents

~~Corporate~~Furthermore, ~~Information~~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 August 12, 2023, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our initial business combination by August 12, 2023, 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 franchise and income 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 to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following August 12, 2023, and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

~~Our~~Because ~~executive~~we ~~offices~~will ~~are~~not ~~located~~be atcomplying ~~5701~~with ~~Truxtun~~Section 280, ~~Avenue~~Section 281(b) of the DGCL requires us to adopt a plan, ~~Suite~~based ~~201~~on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. However, ~~Bakersfield~~because we are a blank check company, ~~California~~rather ~~93309~~than an operating company, and our ~~telephone~~operations ~~number~~will isbe limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (~~323~~such as lawyers, investment bankers, etc.) ~~329-8221~~or prospective target businesses. We ~~will~~seek ~~maintain~~to ahave ~~corporate~~all ~~website~~vendors, ~~at www.waterfoodenergySPAC.com.~~service ~~The~~providers, ~~information~~prospective ~~contained~~target onbusinesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that ~~can~~could be ~~accessed~~made ~~through~~against us are significantly limited, ~~our~~and ~~website~~the islikelihood ~~deemed~~that ~~not~~any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be ~~incorporated~~liable only to the extent necessary to ensure that the amounts in ~~this~~the ~~Annual~~trust ~~Report~~account onare ~~Form~~not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-Kparty claims.

WeIf ~~are~~we anfile ~~“emerging~~a ~~growth~~bankruptcy ~~company,”~~petition asor ~~defined~~an ininvoluntary ~~Section~~bankruptcy ~~2(a)~~petition ofis ~~the~~filed ~~Securities~~against ~~Act~~us that is not dismissed, asthe ~~modified~~proceeds byheld in the ~~JOBS~~trust ~~Act.~~account Ascould ~~such~~be subject to applicable bankruptcy law, weand ~~are~~may ~~eligible~~be included in our bankruptcy estate and subject to ~~take~~the ~~advantage~~claims of ~~certain~~third ~~exemptions~~parties ~~from~~with ~~various reporting~~priority ~~requirements~~over ~~that~~the ~~are~~claims ~~applicable~~of toour ~~other~~stockholders. ~~public~~To ~~companies~~the ~~that~~extent ~~are~~any ~~not~~bankruptcy ~~emerging~~claims ~~growth~~deplete ~~companies~~the ~~including~~trust account, ~~but~~we ~~not~~cannot ~~limited~~assure you we will be able to, ~~not~~return ~~being~~$10.00 ~~required~~per share to ~~comply~~our ~~with~~public ~~the~~stockholders. ~~auditor~~Additionally, ~~attestation~~if ~~requirements~~we offile ~~Section~~a ~~404~~bankruptcy ofpetition ~~the~~or ~~Sarbanes-Oxley Act~~an involuntary bankruptcy petition is filed against us that is not dismissed, ~~reduced~~any ~~disclosure~~distributions ~~obligations~~received ~~regarding~~by ~~executive~~stockholders ~~compensation~~could inbe ~~our~~viewed ~~periodic~~under ~~reports~~applicable debtor/creditor and/or ~~proxy~~bankruptcy ~~statements,~~laws ~~and~~as ~~exemptions~~either ~~from~~a ~~the~~“preferential ~~requirements~~transfer” ofor ~~holding~~a “fraudulent conveyance.” As a ~~non-binding~~result, ~~advisory~~a ~~vote~~bankruptcy oncourt ~~executive~~could ~~compensation~~seek ~~and~~to ~~stockholder~~recover ~~approval~~some ofor ~~any golden~~all ~~parachute~~amounts ~~payments~~received ~~not~~by ~~previously~~our ~~approved~~stockholders. IfFurthermore, ~~some~~our ~~investors~~board ~~find~~of ~~our~~directors ~~securities~~may ~~less~~be ~~attractive~~viewed as ahaving ~~result,~~breached ~~there~~its fiduciary duty to our creditors and/or may behave aacted ~~less~~in ~~active~~bad ~~trading~~faith, ~~market~~thereby ~~for~~exposing itself and our ~~securities~~Company ~~and~~to claims of punitive damages, by paying public stockholders from the ~~prices~~trust account prior to addressing the claims of ~~our~~creditors. ~~securities~~We ~~may~~cannot assure you that claims will not be ~~more~~brought ~~volatile~~against us for these reasons.

InOur ~~addition,~~public ~~Section~~stockholders ~~107~~will ofbe ~~the~~entitled ~~JOBS~~to ~~Act~~receive ~~also~~funds ~~provides~~from ~~that~~the antrust ~~emerging~~account ~~growth~~only ~~company~~upon ~~can~~the ~~take~~earlier ~~advantage~~to occur of (i) the ~~extended~~completion ~~transition~~of ~~period~~our ~~provided~~initial inbusiness ~~Section~~combination, 7(aii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our amended and restated certificate of incorporation (2A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by August 12, 2023 or (B) ofwith ~~the~~respect ~~Securities~~to ~~Act~~any ~~for complying~~other ~~with~~provision ~~new~~relating to stockholders’ rights or ~~revised~~pre-initial ~~accounting~~business ~~standards~~combination activity, and (iii) the redemption of all of our public shares if we do not complete our business combination by August 12, 2023, subject to applicable law. In no other ~~words~~circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, ana ~~emerging~~stockholder’s ~~growth~~voting ~~company~~in ~~can~~connection ~~delay~~with the ~~adoption~~initial ofbusiness ~~certain~~combination ~~accounting~~alone ~~standards~~will ~~until~~not ~~those~~result ~~standards~~in ~~would~~a ~~otherwise~~stockholder’s ~~apply~~redeeming its shares to ~~private~~us ~~companies.~~for Wean ~~intend~~applicable topro ~~take~~rata ~~advantage~~share of the ~~benefits~~trust account. Such stockholder must have also exercised its redemption rights as described above. These provisions of ~~this~~our ~~extended~~amended ~~transition~~and ~~period~~restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

We20 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 Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the aggregate worldwide market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act.

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

19Competition

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

~~ITEM~~Facilities ~~1A. RISK FACTORS.~~

AnOur ~~investment~~executive inoffices ~~our~~are ~~securities~~located ~~involves~~at a5701 ~~high~~Truxtun ~~degree of risk. You should consider carefully all of the risks described below~~Avenue, ~~together~~Suite ~~with the other information contained in this Annual Report on Form 10-K~~201, ~~before making a decision to invest in our units. If any of the following events occur~~Bakersfield, ~~our~~California ~~business,~~93309 ~~financial condition~~ and ~~operating~~our ~~results~~telephone ~~may~~number beis ~~materially~~(323) ~~adversely affected~~329-8221. InWe ~~that~~consider ~~event, the trading price of~~ our ~~securities~~current ~~could~~office ~~decline,~~space ~~and~~adequate ~~you~~for ~~could~~our ~~lose~~current ~~all or part of your investment~~operations.

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

~~Our~~We ~~public~~currently ~~stockholders~~have ~~may~~two executive officers and three additional officers. These individuals are not beobligated ~~afforded~~to andevote ~~opportunity~~any specific number of hours to ~~vote~~our onmatters, but they intend to devote as much of their time as they deem necessary to our ~~proposed~~affairs until we have completed our initial business combination,. ~~which~~The ~~means~~amount weof ~~may~~time ~~complete~~they will devote in any time period will vary based on whether a target business has been selected for our initial business combination ~~even~~and ~~though~~the astage ~~majority~~ of ~~our~~the ~~public~~initial ~~stockholders~~business combination process we are in. We do not ~~support~~intend ~~such~~to ahave any full-time employees prior to the completion of our initial business combination.

WePeriodic ~~may~~Reporting choose not to hold a stockholder vote to approve our initial business combination unless the initial 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 law, the decision as to whether we will seek stockholder approval of a proposed initial business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and ~~will~~Financial beInformation based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the initial business combination we complete.

IfWe wehave ~~seek~~registered ~~stockholder~~our ~~approval~~units, ofClass A ~~our~~common ~~initial~~stock ~~business~~and ~~combination,~~warrants ~~our~~under ~~initial~~the ~~stockholders~~Exchange Act and have ~~agreed~~reporting toobligations, ~~vote~~including inthe ~~favor~~requirement ofthat ~~such~~we ~~initial~~file ~~business combination~~annual, ~~regardless~~quarterly and current reports with the SEC. In accordance with the requirements of ~~how~~the Exchange Act, our ~~public~~annual ~~stockholders~~reports ~~vote~~will contain financial statements audited and reported on by our independent registered public accountants.

~~Pursuant~~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 ~~letter~~target ~~agreement~~business. In all likelihood, ~~our~~these ~~initial~~financial ~~stockholders~~statements ~~have~~will ~~agreed~~need to ~~vote~~be ~~their~~prepared ~~founder~~in ~~shares~~accordance with, asor ~~well~~reconciled asto, ~~any public~~GAAP, ~~shares~~or ~~they~~IFRS, depending on the circumstances, and the historical financial statements may ~~purchase~~be ~~(including~~required to be audited in ~~open~~accordance ~~market~~with ~~and~~the ~~privately~~standards ~~negotiated~~of ~~transactions),~~the inPCAOB. ~~favor~~These financial statement requirements may limit the pool of ~~our~~potential ~~initial~~targets ~~business~~we ~~combination.~~may ~~Our~~conduct an initial ~~stockholders~~ ~~own~~business ~~shares~~combination ~~representing~~with ~~20%~~because ofsome ~~our~~targets ~~outstanding~~may ~~shares~~be ofunable ~~common~~to ~~stock~~provide ~~immediately~~such ~~following~~statements ~~the~~in ~~completion~~time offor ~~our~~us ~~Initial~~to ~~Public~~disclose ~~Offering.~~such ~~Accordingly,~~statements ifin weaccordance ~~seek~~with ~~stockholder~~federal ~~approval~~proxy ofrules and complete our initial business combination, within the ~~agreement~~ byprescribed ~~our~~timeframe. ~~initial~~We ~~stockholders~~cannot toassure ~~vote~~you inthat ~~favor~~any ofparticular ~~our~~target ~~initial~~business identified by us as a potential business combination candidate will ~~increase~~have financial statements prepared in accordance with GAAP or that the ~~likelihood~~potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we ~~will~~may ~~receive~~not be able to acquire the ~~requisite~~proposed ~~stockholder~~target ~~approval~~business. ~~for~~While ~~such~~this ~~initial~~may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

~~Your~~21 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 initial business combination.

AtTable the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete an initial business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the initial business combination, unless we seek such stockholder vote.Contents

~~Accordingly~~We are required to evaluate our internal control procedures for the fiscal year ending December 31, if2022 as required by the Sarbanes-Oxley Act. Only in the event we doare ~~not~~deemed ~~seek~~to ~~stockholder~~be ~~approval~~a large accelerated filer or an accelerated filer, ~~your~~and ~~only~~no ~~opportunity~~longer qualify as an emerging growth company, will we be required to ~~affect~~have ~~the~~our ~~investment~~internal ~~decision~~control ~~regarding~~procedures aaudited. ~~potential~~A ~~business~~target ~~combination~~company may not be ~~limited~~in tocompliance ~~exercising~~with ~~your~~the ~~redemption rights~~provisions ~~within~~of the ~~period~~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 ~~(which~~and ~~will~~costs benecessary atto ~~least~~complete 20any such business ~~days)~~combination. ~~set~~We ~~forth~~have infiled ~~our~~a ~~tender~~Registration ~~offer~~Statement ~~documents~~on ~~mailed~~Form 8-A with the SEC to voluntarily register our ~~public~~securities ~~stockholders~~under inSection 12 ~~which~~of the Exchange Act. As a result, we ~~describe~~are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

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

WeOur ~~may~~executive ~~seek~~offices toare ~~enter~~located ~~into~~at an5701 ~~initial~~Truxtun business combination 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 rightsAvenue, weSuite ~~would not be able to meet such closing condition and~~201, ~~as a result~~Bakersfield, ~~would~~California ~~not~~93309 beand ~~able to proceed with the initial business combination. Furthermore, in no event will we redeem~~ our ~~public~~telephone ~~shares~~number inis ~~an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions~~ (~~so that we are not subject to the SEC’s “penny stock” rules~~323) or329-8221. ~~any~~We ~~greater~~will ~~net~~maintain ~~tangible~~a ~~asset~~corporate orwebsite ~~cash requirement~~at ~~which~~www.waterfoodenergySPAC.com. ~~may~~The beinformation contained ~~in the agreement relating to our initial business combination. Consequently~~on, ifor ~~accepting~~that ~~all~~can ~~properly submitted redemption requests would cause our net tangible assets to~~ be ~~less~~accessed ~~than $5~~through,~~000,001~~ ~~upon consummation of~~ our ~~initial~~website ~~business~~is ~~combination~~deemed ~~and~~not ~~after payment of deferred underwriting commissions or such greater amount necessary~~ to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be ~~aware~~incorporated ofin ~~these~~this ~~risks~~Annual ~~and,~~Report ~~thus,~~on ~~may~~Form ~~be reluctant to enter into an initial business combination with us~~10-K.

20We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

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

~~The~~We ~~ability~~will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our ~~public~~Initial ~~stockholders~~Public toOffering, ~~exercise~~(b) in ~~redemption~~which ~~rights~~we ~~with~~have ~~respect~~total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large ~~number~~accelerated filer, which means the aggregate worldwide market value of our ~~shares~~Class A ~~may~~common ~~not~~stock ~~allow~~that usis held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to ~~complete~~emerging growth company will have the ~~most desirable~~meaning ~~business~~associated ~~combination~~with orit ~~optimize~~in ~~our~~the ~~capital~~JOBS ~~structure~~Act.

~~At the time we enter into an agreement for our initial business combination~~Additionally, we ~~will~~are ~~not~~a ~~know~~“smaller ~~how~~reporting ~~many~~company” ~~stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations~~ as todefined ~~the~~in ~~number~~Item 10(f)(1) of ~~shares~~Regulation ~~that will be submitted for redemption~~S-K. IfSmaller ~~our~~reporting ~~initial~~companies ~~business~~may ~~combination~~take ~~agreement~~advantage ~~requires us to use a portion~~ of ~~the~~certain ~~cash~~reduced indisclosure ~~the~~obligations, ~~trust account to pay the purchase price~~including, oramong ~~requires~~other ~~us to have a minimum amount of cash at closing~~things, weproviding ~~will~~only ~~need~~two toyears ~~reserve a portion~~ of ~~the~~audited ~~cash~~financial ~~in the trust account to meet such requirements, or arrange for third-party financing~~statements. InWe ~~addition,~~will ifremain a ~~larger~~smaller ~~number~~reporting ofcompany ~~shares~~until ~~are submitted for redemption than we initially expected, we may need to restructure~~ the ~~transaction~~ tolast ~~reserve~~day ~~a greater portion~~ of the ~~cash~~fiscal year in ~~the~~which ~~trust account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or~~ (1) the ~~incurrence~~aggregate ofworldwide ~~indebtedness~~market atvalue ~~higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions~~ of ~~the~~our Class A B common stock ~~result~~held inby ~~the issuance of Class A shares on a greater than one~~non-~~to-one~~affiliates ~~basis~~equaled ~~upon~~or ~~conversion~~exceeded of$250 million ~~the~~as ~~Class B common stock at the time~~ of ~~our business combination. The above considerations may limit our ability to complete~~ the ~~most~~prior ~~desirable~~June ~~business~~30th, ~~combination available to us~~ or ~~optimize~~ (2) our ~~capital~~annual ~~structure.~~revenues ~~The~~equaled ~~amount~~or ofexceeded ~~the~~$100 million ~~deferred~~during ~~underwriting commissions~~such ~~payable~~completed tofiscal ~~the~~year ~~underwriters~~and will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the ~~deferred~~aggregate ~~underwriting~~worldwide ~~commission~~market ~~and~~value ~~after~~of ~~such~~our ~~redemptions,~~Class A ~~the~~common ~~per-share~~stock ~~value of shares~~ held by non-~~redeeming~~affiliates ~~stockholders~~equaled ~~will~~or ~~reflect~~exceeded ~~our~~$700 million ~~obligation~~as toof ~~pay~~ the ~~deferred~~prior ~~underwriting~~June ~~commissions~~30th.

~~The~~22 ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

IfTable 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.Contents

~~The~~ITEM ~~requirement~~1A. ~~that~~RISK we complete our initial business combination within the prescribed timeframe may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholdersFACTORS.

~~Any~~An ~~potential~~investment ~~target~~in ~~business with which we enter into negotiations concerning an initial business combination will be aware that we must complete~~ our ~~initial~~securities ~~business~~involves ~~combination~~a byhigh ~~February~~degree 9,of ~~2023~~risk. orYou ~~seek~~should aconsider ~~stockholder~~carefully ~~approved~~all ~~extension~~ of ~~such~~the ~~period.~~risks ~~Consequently~~described below, ~~such target~~together ~~business~~with ~~may~~the ~~obtain~~other ~~leverage~~information ~~over~~contained us in ~~negotiating~~this anAnnual ~~initial~~Report ~~business~~on ~~combination~~Form 10-K, ~~knowing~~before ~~that~~making ifa wedecision doto ~~not~~invest ~~complete~~in our ~~initial~~units. ~~business~~If ~~combination~~any ~~with~~of ~~that~~the ~~particular~~following ~~target~~events ~~business~~occur, ~~we may be unable to complete~~ our ~~initial~~ business, ~~combination~~financial ~~with~~condition ~~any~~and ~~target~~operating ~~business.~~results ~~This~~may ~~risk~~be ~~will~~materially ~~increase~~adversely ~~as we get closer to the timeframe described above~~affected. In ~~addition~~that event, wethe ~~may~~trading ~~have~~price ~~limited~~of ~~time~~our tosecurities ~~conduct~~could ~~due~~decline, ~~diligence~~ and ~~may~~you ~~enter~~could ~~into~~lose ~~our~~all ~~initial~~or ~~business~~part ~~combination~~of ~~on terms~~your ~~that we would have rejected upon a more comprehensive investigation~~investment.

21Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

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

We ~~Our~~may ~~search~~choose ~~for~~not to hold a stockholder vote to approve our initial business combination, ~~and~~unless ~~any~~the ~~target~~initial business ~~with~~combination ~~which~~would require stockholder approval under applicable law or stock exchange listing requirements or if we ~~ultimately~~decide ~~consummate~~to hold a stockholder vote for business or other reasons. Except as required by law, the decision as to whether we will seek stockholder approval of a proposed initial business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, ~~may~~solely in our discretion, and will be ~~materially adversely~~based ~~affected~~on bya variety of factors, such as the ~~ongoing~~timing ~~coronavirus~~of ~~(COVID-19)~~the ~~pandemic~~transaction and whether the ~~status~~terms of ~~debt~~the ~~and~~transaction ~~equity~~would ~~markets~~otherwise require us to seek stockholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the initial business combination we complete.

~~The~~If ~~COVID-19~~we ~~pandemic~~seek ~~has~~stockholder ~~adversely~~approval ~~affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak~~ of ~~other~~our ~~infectious~~initial ~~diseases) could adversely affect, economies and financial markets worldwide, and the~~ business ~~of any potential target business with which we consummate a business~~ combination ~~could be materially and adversely affected. Furthermore~~, weour ~~may~~initial bestockholders ~~unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to~~ have ~~meetings~~agreed ~~with potential investors or the target company’s personnel, vendors and services providers are unavailable~~ to ~~negotiate~~vote ~~and consummate a transaction~~ in afavor ~~timely~~of ~~manner.~~such ~~The~~initial ~~extent to which COVID-19 impacts our search for a~~ business combination ~~will depend on future developments~~, ~~which~~regardless ~~are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity~~ of ~~COVID-19~~how ~~and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time,~~ our ~~ability~~public tostockholders ~~consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected~~vote.

InPursuant ~~addition~~to the letter agreement, our ~~ability~~initial stockholders have agreed to ~~consummate~~vote atheir ~~business~~founder ~~combination~~shares, ~~may~~as bewell ~~dependent~~as onany ~~the~~public ~~ability~~shares tothey ~~raise~~may ~~equity~~purchase (including in open market and ~~debt financing~~privately negotiated transactions), ~~which~~in ~~may~~favor beof ~~impacted~~our byinitial ~~COVID-19~~business ~~and~~combination. ~~other~~Our ~~events~~initial ~~(such~~stockholders asown ~~terrorist~~shares ~~attacks,~~representing ~~natural~~20% ~~disasters~~of orour aoutstanding ~~significant~~shares ~~outbreak~~of common stock immediately following the completion of ~~other~~our ~~infectious diseases)~~Initial Public Offering. Accordingly, ~~including~~if aswe aseek ~~result~~stockholder approval of ~~increased~~our ~~market~~initial ~~volatility~~business combination, ~~decreased~~the ~~market~~agreement ~~liquidity~~by ~~and~~our ~~third-party~~initial ~~financing~~stockholders ~~being~~to ~~unavailable~~vote onin ~~terms~~favor ~~acceptable~~of toour usinitial orbusiness atcombination ~~all~~will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.

WeYour ~~may~~only ~~not~~opportunity ~~be able~~ to ~~complete~~affect ~~our initial business combination within~~ the ~~prescribed~~investment ~~timeframe,~~decision inregarding ~~which~~a ~~case~~potential webusiness ~~would~~combination ~~cease~~will ~~all~~be ~~operations~~limited ~~except~~to ~~for~~ the ~~purpose~~ exercise of ~~winding~~your upright ~~and~~to ~~we would~~ redeem ~~our~~your ~~public~~ shares ~~and~~from ~~liquidate,~~us infor ~~which case our public stockholders may only receive $10.00 per share~~cash, orunless ~~less~~we ~~than~~seek ~~such~~stockholder ~~amount~~approval inof ~~certain~~the ~~circumstances,~~initial ~~and~~business ~~our warrants will expire worthless~~combination.

~~Our~~At ~~amended~~the ~~and~~time ~~restated certificate~~ of ~~incorporation~~your ~~provides~~investment ~~that~~in weus, ~~must~~you ~~complete~~will ~~our~~not ~~initial~~be ~~business~~provided ~~combination~~with ~~within~~an 24opportunity ~~months~~to ~~from~~evaluate the ~~closing~~specific ofmerits ~~our~~or ~~Initial~~risks ~~Public~~of ~~Offering. We may not be able to find a suitable target business and complete~~ our initial business combination ~~within such time period~~. IfSince ~~we have not completed~~ our ~~initial~~board ~~business combination within such time period or during any Extension Period, we will (i) cease all operations except for the purpose~~ of ~~winding~~directors ~~up,~~may ~~(ii)~~complete asan ~~promptly~~initial ~~as reasonably possible but not more than ten~~ business ~~days~~combination ~~thereafter,~~without ~~redeem~~seeking ~~the~~stockholder ~~public shares~~approval, 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 franchise and income 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~~may asnot ~~stockholders~~have ~~(including~~ the right toor ~~receive~~opportunity ~~further liquidating distributions, if any), subject~~ to ~~applicable~~vote ~~law,~~on ~~and (iii) as promptly as reasonably possible following such redemption, subject to~~ the ~~approval~~initial ofbusiness ~~our remaining stockholders and our board of directors~~combination, ~~dissolve~~unless ~~and~~we ~~liquidate,~~seek ~~subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In~~ such ~~case,~~stockholder ~~our public stockholders may only receive $10~~vote.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.~~

IfAccordingly, if we do not seek stockholder approval, ofyour ~~our~~only ~~initial~~opportunity ~~business~~to ~~combination,~~affect ~~our~~the ~~sponsor,~~investment ~~directors,~~decision ~~officers,~~regarding ~~advisors~~a ~~and~~potential ~~their~~business ~~affiliates~~combination may ~~elect~~be limited to ~~purchase public~~exercising ~~shares~~your orredemption ~~public~~rights ~~warrants~~within ~~from~~the ~~public~~period ~~stockholders,~~of time (which ~~may~~will ~~influence~~be aat ~~vote~~least on20 abusiness ~~proposed~~days) ~~initial~~set ~~business~~forth ~~combination~~in ~~and~~our ~~reduce~~tender ~~the~~offer ~~public~~documents ~~“float”~~mailed ofto our ~~Class~~public Astockholders ~~common~~in ~~stock~~which we describe our initial business combination.

If23 we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, 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. 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. None of the funds in the trust account will be used to purchase public shares or public warrants in such transactions.

SuchTable 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 sponsor, directors, officers, advisors or their affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.Contents

InThe ~~addition,~~ability ~~if such purchases are made, the public “float”~~ of our ~~Class~~public Astockholders ~~common~~to ~~stock~~redeem ortheir ~~public~~shares ~~warrants~~for ~~and~~cash ~~the number~~may ofmake ~~beneficial~~our ~~holders~~financial ofcondition ~~our~~unattractive ~~securities~~to ~~may~~potential bebusiness ~~reduced~~combination targets, ~~possibly~~which ~~making~~may make it difficult tofor ~~obtain~~us orto ~~maintain~~enter ~~the~~into ~~quotation,~~an ~~listing~~initial orbusiness ~~trading~~combination ofwith ~~our securities on~~ a ~~national securities exchange~~target.

22We may seek to enter into an initial business combination 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 initial business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into an initial business combination with us.

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

IfAt athe ~~stockholder~~time ~~fails~~we toenter ~~receive~~into ~~notice~~an ofagreement for our ~~offer~~initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to ~~redeem~~structure the transaction based on our ~~public~~expectations as to the number of shares inthat ~~connection~~will ~~with~~be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or ~~fails~~requires us to ~~comply with~~have a minimum amount of cash at closing, we will need to reserve a portion of the ~~procedures~~cash in the trust account to meet such requirements, or arrange for ~~tendering~~third-party ~~its~~financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, ~~such~~we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the Class B common stock result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock at the time of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.

WeThe ~~will~~ability 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, proxy materials or tender offer documents, 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, which may include the requirement that a beneficial holder must identify itself. For example, we may require our public stockholders ~~seeking~~ to exercise ~~their~~ redemption rights, ~~whether~~with ~~they~~respect ~~are record holders or hold their shares in “street name,”~~ to ~~either~~a ~~tender~~large ~~their~~number ~~certificates~~of to our ~~transfer~~shares ~~agent~~could ~~prior~~increase to the ~~date~~probability ~~set~~that ~~forth~~our ~~in the tender offer documents mailed to such holders, or up to two business days prior to the~~ initial ~~vote on the proposal to approve the initial~~ business combination inwould ~~the~~be ~~event~~unsuccessful weand ~~distribute~~that ~~proxy materials,~~you orwould tohave ~~deliver their shares~~ to ~~the~~wait ~~transfer~~for ~~agent~~liquidation ~~electronically.~~in Inorder ~~the event that a stockholder fails~~ to ~~comply~~redeem ~~with~~your ~~these or any other procedures, its shares may not be redeemed~~stock.

~~You~~If ~~will~~our ~~not~~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 ~~entitled~~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 ~~protections~~sell ~~normally~~your ~~afforded~~stock in the open market; however, at such time our stock may trade at a discount to ~~investors~~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 ~~many~~funds ~~other~~expected ~~blank~~in ~~check~~connection ~~companies~~with our redemption until we liquidate or you are able to sell your stock in the open market.

~~Since~~24 the net proceeds of our Initial Public Offering and the sale of the private placement warrants were intended to be used to complete an initial business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units were immediately tradable after our Initial Public Offering and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if we were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

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

IfThe werequirement ~~seek~~that ~~stockholder approval of our initial business combination and~~ we docomplete ~~not conduct redemptions in connection with~~ our initial business combination ~~pursuant~~within to the ~~tender~~prescribed ~~offer~~timeframe ~~rules,~~may ~~our amended~~give ~~and~~potential ~~restated~~target ~~certificate~~businesses ofleverage ~~incorporation~~over ~~provides~~us ~~that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting~~ in ~~concert~~negotiating ~~or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than~~ an aggregate of 15% of the shares sold in our Initial Public Offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. ~~Your~~and ~~inability~~may todecrease ~~redeem the Excess Shares will reduce your influence over~~ our ability to ~~complete~~ ~~our~~conduct ~~initial~~due ~~business~~diligence ~~combination and you could suffer a material loss~~ on ~~your~~potential ~~investment~~business incombination ustargets ifas ~~you~~we ~~sell~~approach ~~Excess~~our ~~Shares~~dissolution ~~in open market transactions. Additionally~~deadline, ~~you~~which ~~will~~could ~~not~~undermine ~~receive~~our ~~redemption~~ability ~~distributions with respect~~ to ~~the Excess Shares if we~~ complete our initial business combination. ~~And~~on asterms ~~a result, you will continue to hold~~ that ~~number of shares exceeding 15% and, in order to dispose of such shares,~~ would beproduce ~~required~~value tofor ~~sell~~our ~~your stock in open market transactions, potentially at a loss~~stockholders.

23Any potential target business with which we enter into negotiations concerning an initial business combination will be aware that we must complete our initial business combination by August 12, 2023 or seek a stockholder approved extension of such period. Consequently, such target business may obtain leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

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

~~Because~~The COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of ~~our~~other ~~special~~infectious ~~purpose~~diseases) ~~acquisition~~could ~~company~~adversely ~~structure~~affect, economies and ~~limited~~financial ~~resources~~markets worldwide, and the ~~significant~~business ~~competition~~of ~~for~~any potential target business with which we consummate a business combination ~~opportunities~~could be materially and adversely affected. Furthermore, it we may be ~~more~~unable ~~difficult~~to ~~for~~complete usa business combination if concerns relating to ~~complete~~COVID-19 ~~our~~continue ~~initial~~to ~~business~~restrict ~~combination~~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. IfThe weextent doto ~~not~~which ~~complete~~COVID-19 impacts our ~~initial~~search for a business combination will depend on future developments, ~~our~~which ~~public~~are ~~stockholders~~highly uncertain and cannot be predicted, including new information that may ~~receive~~emerge ~~only~~concerning ~~approximately~~the ~~$10~~severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.00 ~~per~~If ~~share~~the ondisruptions ~~our~~posed ~~redemption~~by COVID-19 or other matters of global concern continue for an extensive period of time, our ~~public~~ability ~~shares~~to consummate a business combination, or ~~less~~the ~~than~~operations ~~such~~of ~~amount~~a intarget ~~certain~~business ~~circumstances,~~with ~~and~~which ~~our~~we ~~warrants~~ultimately ~~will~~consummate ~~expire~~a ~~worthless~~business combination, may be materially adversely affected.

We expect to encounter 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 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 similar technical, human and other resources to ours, 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. In addition, ~~we have a strong interest in~~ our ~~initial~~ ~~business~~ability ~~combination either being a Certified B Corp or implementing policies and processes~~ to ~~become~~consummate ~~certified after~~ a business combination ~~with us. We~~ may ~~face~~be ~~additional~~dependent ~~challenges~~on ~~identifying~~the aability ~~target business that meets these criteria, or that is willing~~ to ~~implement~~raise ~~these~~equity ~~policies~~ and ~~processes.~~debt ~~While we are not required to acquire a Certified B Corp~~financing, ~~we may decline to pursue targets whose businesses we do not believe will be able to satisfy the Certified B Corp standards,~~ which may make it more difficult for us to enter into an initial business combination. Furthermore, because we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection with our initial business combination, target companies will be ~~aware~~impacted ~~that this may present closing risk~~ by ~~reducing~~COVID-19 ~~the~~and ~~resources~~other ~~available~~events to(such usas ~~for~~terrorist ~~our initial business combination. Additionally~~attacks, ~~potential~~natural ~~target~~disasters ~~companies~~or ~~may be less inclined to consummate~~ a ~~transaction~~significant ~~with~~outbreak usof ~~because~~other ~~definitive~~infectious ~~documentation~~diseases), ~~for~~including ~~such~~as a ~~transaction~~result ~~will~~of ~~preclude~~increased ~~any~~market ~~recourse against our trust account~~volatility, ~~meaning~~decreased ~~that~~market ~~potential~~liquidity ~~counterparties~~and ~~may~~third-party ~~determine~~financing ~~that~~being ~~they~~unavailable doon ~~not~~terms ~~have~~acceptable ~~adequate contractual remedies in the event a transaction fails~~ to ~~close. These factors may place~~ us or at ~~a competitive disadvantage in successfully negotiating an initial business combination~~all. 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.

IfWe ~~the~~may ~~net~~not ~~proceeds~~be ofable to complete our ~~Initial~~initial ~~Public~~business ~~Offering~~combination ~~and~~within the ~~sale~~prescribed oftimeframe, ~~the~~in ~~private~~which ~~placement~~case ~~warrants~~we ~~not~~would ~~being~~cease ~~held~~all inoperations ~~the~~except ~~trust~~for ~~account~~the ~~are~~purpose ~~insufficient~~of ~~to allow~~winding usup toand ~~operate,~~ we ~~may~~would beredeem ~~unable to complete~~ our ~~initial~~public ~~business~~shares ~~combination~~and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

~~The~~Our ~~funds~~amended ~~available~~and torestated uscertificate ~~outside~~ of ~~the~~incorporation, ~~trust~~as ~~account~~further ~~may~~amended, ~~not~~provides bethat ~~sufficient~~we tomust ~~allow~~complete usour toinitial ~~operate~~business ~~during~~combination ~~the~~by ~~time~~August 12, ~~prior~~2023. toWe ~~which~~may wenot ~~are~~be ~~required~~able to ~~complete~~find ~~our~~a ~~initial~~suitable target business ~~combination.~~and ~~We believe~~complete ~~that~~our ~~the~~initial ~~funds~~business ~~available~~combination towithin ussuch ~~outside~~time ofperiod. ~~the~~If ~~trust~~we ~~account~~have ~~are~~not ~~sufficient~~completed toour ~~allow~~initial usbusiness tocombination ~~operate~~within ~~for~~such ~~the~~time ~~24-month~~ period ~~following~~or ~~our~~during ~~Initial~~any ~~Public~~subsequent ~~Offering;~~Extension ~~however~~Period, we ~~cannot~~will ~~assure~~(i) cease ~~you~~all ~~that~~operations ~~our~~except ~~estimate~~for ~~is accurate. Of~~ the ~~funds available~~purpose toof uswinding up, we(ii) as ~~could~~promptly ~~use~~as areasonably ~~portion~~possible ofbut ~~the~~not ~~funds~~more ~~available~~than toten usbusiness todays ~~pay~~thereafter, ~~fees~~redeem tothe ~~consultants~~public toshares, ~~assist~~at usa ~~with~~per-share ~~our~~price, ~~search~~payable ~~for~~in acash, ~~target~~equal ~~business.~~to Wethe ~~could~~aggregate ~~also~~amount ~~use~~then aon ~~portion~~deposit ofin the ~~funds~~trust asaccount aincluding ~~down~~interest ~~payment~~earned oron tothe ~~fund~~funds aheld ~~“no-shop” provision (a provision~~ in ~~letters~~the oftrust ~~intent~~account orand ~~merger~~not ~~agreements~~previously ~~designed~~released to ~~keep~~us ~~target~~to ~~businesses~~pay ~~from~~our ~~“shopping”~~franchise ~~around~~and ~~for~~income ~~transactions~~taxes ~~with~~(less ~~other~~up ~~companies~~to on$100,000 ~~terms~~of ~~more~~interest ~~favorable~~ to ~~such~~pay ~~target~~dissolution ~~businesses~~expenses), ~~with~~divided ~~respect~~by tothe anumber ~~particular~~of ~~proposed~~then ~~initial business~~outstanding ~~combination~~public shares, ~~although~~which weredemption dowill ~~not~~completely ~~have~~extinguish ~~any~~public ~~current~~stockholders’ ~~intention~~rights toas dostockholders ~~so.~~(including Ifthe weright ~~entered~~to ~~into~~receive afurther ~~letter~~liquidating ofdistributions, ~~intent~~if orany), ~~other~~subject ~~agreement~~to ~~where~~applicable welaw, ~~paid~~and ~~for~~(iii) as ~~the~~promptly ~~right~~as toreasonably ~~receive~~possible ~~exclusivity~~following ~~from~~such aredemption, ~~target~~subject ~~business and were subsequently required~~ to ~~forfeit~~ ~~such~~the ~~funds~~approval ~~(whether~~of asour aremaining ~~result~~stockholders ofand our ~~breach~~board orof ~~otherwise)~~directors, wedissolve ~~might~~and ~~not~~liquidate, ~~have~~subject ~~sufficient~~in ~~funds~~each case to ~~continue~~our ~~searching~~obligations ~~for,~~under orDelaware ~~conduct~~law ~~due~~to ~~diligence~~provide ~~with~~for ~~respect~~claims ~~to,~~of acreditors ~~target~~and ~~business.~~the Ifrequirements weof doother ~~not~~applicable ~~complete~~law. ~~our~~In ~~initial~~such ~~business combination~~case, our public stockholders may ~~receive~~ only ~~approximately~~receive $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~~on ~~liquidation~~the redemption of their shares.

2425

If ~~the~~we ~~net~~seek ~~proceeds~~stockholder ofapproval ~~our Initial Public Offering and the sale~~ of ~~the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund~~ our ~~search~~initial ~~for a target~~ business orcombination, ~~businesses and complete~~ our ~~initial~~sponsor, ~~business~~directors, ~~combination~~officers, advisors and wetheir ~~will~~affiliates ~~depend~~may onelect ~~loans~~to ~~from~~purchase ~~our~~public ~~sponsor~~shares or ~~management~~public ~~team~~warrants tofrom ~~fund~~public ~~our search for an initial business combination~~stockholders, towhich ~~pay~~may ~~our~~influence ~~franchise~~a ~~and~~vote ~~income~~on ~~taxes~~a ~~and~~proposed ~~to complete our~~ initial business combination. Ifand wereduce ~~are~~the ~~unable~~public to“float” ~~obtain~~of ~~these loans, we may be unable to complete~~ our ~~initial~~Class A ~~business~~common ~~combination~~stock.

OfIf ~~the~~we ~~net~~seek ~~proceeds~~stockholder approval of our ~~Initial~~initial ~~Public~~business ~~Offering~~combination and ~~the~~we ~~sale~~do ofnot ~~the~~conduct ~~private~~redemptions ~~placement~~in ~~warrants,~~connection ~~only~~with ~~approximately $2,250,000 is available to us outside the trust account to fund~~ our ~~working capital~~initial ~~requirements.~~business Ifcombination wepursuant ~~are required~~ to ~~seek~~the ~~additional~~tender ~~capital~~offer rules, ~~we would need to borrow funds from~~ our sponsor, ~~management~~directors, ~~team~~officers, oradvisors ~~other third parties to operate~~ or ~~may be forced to liquidate. None of our sponsor, members of our management team nor any of~~ their affiliates ismay ~~under~~purchase ~~any~~public ~~obligation~~shares toor ~~advance~~public ~~funds~~warrants toor usa incombination ~~such~~thereof ~~circumstances.~~in ~~Any~~privately ~~such~~negotiated ~~advances~~transactions ~~would~~or bein ~~repaid only from funds held outside~~ the ~~trust~~open ~~account~~market oreither ~~from~~prior ~~funds released~~ to usor ~~upon~~following the completion of our initial business combination~~. Up to $2~~,~~000,000~~ ofalthough ~~such~~they ~~loans~~are ~~may~~under beno ~~converted~~obligation ~~into~~to ~~private~~do ~~placement-equivalent warrants at a price of $1~~so.00 ~~per~~However, ~~warrant~~they athave ~~the~~no ~~option~~current ofcommitments, ~~the~~plans ~~lender.~~or ~~Prior~~intentions to ~~the~~engage ~~completion~~in ofsuch ~~our~~transactions ~~initial~~and ~~business~~have ~~combination, we do~~ not ~~expect~~ toformulated ~~seek~~any ~~loans~~terms ~~from parties other than our sponsor~~ or anconditions ~~affiliate~~for ofany ~~our sponsor as we do not believe third parties will be willing to loan~~ such ~~funds~~transactions. ~~and~~None ~~provide~~of athe ~~waiver against any and all rights to seek access to~~ funds in ~~our~~the trust account. If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be ~~forced~~used to ~~cease~~ ~~operations~~purchase ~~and liquidate the trust account. Consequently, our~~ public ~~stockholders~~shares ~~may~~or ~~only receive approximately $10.00 per share on our redemption of our~~ public ~~shares, and our~~ warrants ~~will~~in ~~expire~~such ~~worthless~~transactions. ~~In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.~~

~~Subsequent~~Such toa purchase may include a contractual acknowledgement that such stockholder, although still the ~~completion~~record holder of our ~~initial~~shares, ~~business~~is ~~combination~~no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, wedirectors, ~~may~~officers, advisors or their affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to ~~take~~revoke ~~write-downs~~their orprior ~~write-offs,~~elections ~~restructuring~~to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the initial business combination and ~~impairment~~thereby increase the likelihood of obtaining stockholder approval of the initial business combination, or ~~other~~ ~~charges~~to satisfy a closing condition in an agreement with a target that ~~could~~requires us to have a ~~significant~~minimum ~~negative~~net ~~effect~~worth onor a certain amount of cash at the closing of our ~~financial~~initial ~~condition~~business combination, ~~results~~where it appears that such requirement would otherwise not be met. The purpose of ~~operations~~any ~~and~~such ~~our~~purchases ~~stock~~of ~~price,~~public ~~which~~warrants could ~~cause~~be ~~you~~ to ~~lose~~reduce ~~some~~the number of public warrants outstanding or ~~all~~to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of ~~your~~our ~~investment~~securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

~~Even~~In ~~if we conduct extensive due diligence on a target business with which we combine~~addition, weif ~~cannot~~such ~~assure~~purchases ~~you~~are ~~that this diligence will surface all material issues that may be present inside a particular target business~~made, ~~that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of~~ the ~~target~~public ~~business~~“float” ~~and outside~~ of our ~~control~~Class A ~~will~~common ~~not~~stock ~~later arise. As a result of these factors, we may be forced to later write down~~ or ~~write~~public ~~off~~warrants assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and ~~previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity,~~ the ~~fact~~number ~~that~~of ~~we report~~beneficial ~~charges~~holders of ~~this nature could contribute to negative market perceptions about us or~~ our securities. ~~In addition, charges of this nature~~ may ~~cause~~be usreduced, topossibly ~~violate~~making ~~net~~it ~~worth~~difficult ~~or other covenants~~ to ~~which~~obtain ~~we may be subject as a result of assuming pre-existing debt held by a target business~~ or bymaintain ~~virtue of our obtaining debt financing to partially finance~~ the ~~initial business combination. Accordingly~~quotation, ~~any~~listing ~~stockholders~~or ~~who~~trading ~~choose to remain stockholders following the initial business combination could suffer a reduction in the value~~ of ~~their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by~~ our ~~officers~~securities ~~or directors~~on of a ~~duty~~national ~~of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under~~ securities ~~laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination constituted an actionable material misstatement or omission~~exchange.

If ~~third~~a ~~parties~~stockholder ~~bring~~fails ~~claims~~to ~~against~~receive ~~us,~~notice ~~the~~of ~~proceeds~~our ~~held~~offer to redeem our public shares in ~~the~~connection ~~trust~~with ~~account~~our ~~could~~initial bebusiness ~~reduced~~combination, ~~and~~or ~~the~~fails ~~per-share~~to ~~redemption~~comply ~~amount~~with ~~received~~the ~~by stockholders~~procedures ~~may~~for betendering ~~less~~its ~~than~~shares, ~~$10.00~~such ~~per~~shares ~~share~~may not be redeemed.

~~Our~~We ~~placing~~will ofcomply ~~funds~~with in the ~~trust~~tender ~~account~~offer ~~may~~rules ~~not~~or ~~protect~~proxy ~~those funds from third-party claims against us. Although we seek to have all vendors~~rules, ~~service~~as ~~providers (other than our independent registered public accounting firm)~~applicable, ~~prospective~~when ~~target~~conducting ~~businesses~~redemptions ~~and~~in ~~other~~connection ~~entities~~ with ~~which~~our weinitial do business ~~execute~~combination. ~~agreements~~Despite ~~with~~our uscompliance ~~waiving~~with ~~any~~these ~~right~~rules, ~~title,~~if ~~interest~~a orstockholder ~~claim~~fails ~~of any kind in or~~ to ~~any~~receive ~~monies~~our ~~held~~tender inoffer ~~the~~or ~~trust~~proxy ~~account~~materials, ~~for~~as ~~the benefit of our public stockholders~~applicable, such ~~parties~~stockholder may not ~~execute~~become ~~such~~aware ~~agreements, or~~of ~~even~~the ifopportunity ~~they~~to ~~execute~~redeem ~~such~~its ~~agreements~~shares. ~~they~~In ~~may~~addition, ~~not~~proxy bematerials ~~prevented~~or ~~from~~tender ~~bringing~~offer ~~claims~~documents, ~~against~~as ~~the trust account~~applicable, ~~including,~~that ~~but~~we ~~not~~will ~~limited~~furnish to, ~~fraudulent~~holders ~~inducement,~~of ~~breach~~our ofpublic ~~fiduciary~~shares ~~responsibility~~in orconnection ~~other~~with ~~similar~~our ~~claims,~~initial asbusiness ~~well~~combination ~~as claims~~will ~~challenging~~describe the ~~enforceability~~various ofprocedures ~~the~~that ~~waiver,~~must inbe ~~each~~complied ~~case~~with in order to ~~gain~~validly ~~advantage~~tender ~~with~~or ~~respect~~redeem topublic ashares, ~~claim~~which ~~against~~may ~~our~~include ~~assets,~~the ~~including~~requirement ~~the~~that ~~funds~~a ~~held~~beneficial inholder ~~the~~must ~~trust~~identify ~~account~~itself. IfFor ~~any~~example, ~~third~~we ~~party~~may ~~refuses~~require toour ~~execute~~public anstockholders ~~agreement~~seeking ~~waiving such claims~~ to ~~the~~exercise ~~monies~~their ~~held~~redemption inrights, ~~the~~whether ~~trust~~they ~~account,~~are ~~our~~record ~~management~~holders ~~will~~or ~~perform~~hold antheir ~~analysis~~shares ofin ~~the~~“street ~~alternatives~~name,” ~~available~~ to iteither ~~and~~tender ~~will~~their ~~only~~certificates ~~enter~~to ~~into~~our antransfer ~~agreement~~agent ~~with~~prior ato ~~third~~the ~~party~~date ~~that~~set ~~has~~forth ~~not~~in ~~executed~~the atender ~~waiver~~offer ifdocuments ~~management~~mailed ~~believes~~to ~~that~~ such ~~third~~holders, ~~party’s~~or ~~engagement~~up ~~would~~to betwo ~~significantly~~business ~~more~~days ~~beneficial~~prior to usthe ~~than~~initial ~~any~~vote ~~alternative.~~on ~~Making~~the ~~such~~proposal ato ~~request~~approve ofthe ~~potential~~initial ~~target~~business ~~businesses~~combination ~~may~~in ~~make~~the ~~our~~event ~~acquisition~~we ~~proposal~~distribute ~~less~~proxy ~~attractive to them and~~materials, or to ~~the~~deliver ~~extent~~their ~~prospective target~~shares ~~businesses refuse~~ to ~~execute~~the ~~such~~transfer aagent ~~waiver,~~electronically. itIn ~~may limit~~ the ~~field~~event ~~of potential target businesses~~ that wea ~~might~~stockholder ~~pursue.~~fails ~~Marcum~~to ~~LLP,~~comply ~~our~~with ~~independent~~these ~~registered~~or ~~public~~any ~~accounting~~other ~~firm~~procedures, ~~and~~its ~~the~~shares ~~underwriters~~may ~~of our Initial Public Offering, have~~ not ~~executed~~be ~~agreements with us waiving such claims to the monies held in the trust account~~redeemed.

25You will not be entitled to protections normally afforded to investors of many other blank check companies.

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

~~Examples~~26 of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we do not complete our initial business combination within 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 waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, between us, our sponsor and our directors and officers, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers, directors or members of our sponsor will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

TheTable securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by public stockholders may be less than $10.00 per share.Contents

~~The~~If ~~net~~we ~~proceeds~~seek stockholder approval of our ~~Initial~~initial ~~Public~~business ~~Offering~~combination and ~~certain~~we ~~proceeds~~do ~~from~~not ~~the~~conduct ~~sale~~redemptions ofpursuant to the ~~private~~tender ~~placement~~offer ~~warrants~~rules, inand anif ~~aggregate~~you amount of $316,250,000, is held in an interest-bearing trust account. The proceeds held in the trust account may only be invested in direct U.S. government securities with a maturity of 185 days or ~~less, or in certain money market funds that invest only in direct U.S. Treasury obligations. While short-term U.S. government treasury obligations currently yield~~ a ~~positive~~“group” ~~rate~~ of ~~interest,~~stockholders ~~they~~are ~~have~~deemed ~~briefly~~to ~~yielded~~hold ~~negative interest rates~~ in ~~recent~~excess ~~years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee~~ of ~~the~~15% ~~Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event~~ of ~~very~~our ~~low~~Class A orcommon ~~negative yields~~stock, ~~the~~you ~~amount~~will oflose ~~interest income (which we may withdraw to pay income taxes, if any) would be reduced. In~~ the ~~event~~ability ~~that we are unable~~ to ~~complete~~redeem ~~our~~all ~~initial~~such ~~business~~shares ~~combination, our public stockholders are entitled to receive their share of the proceeds held~~ in ~~the~~excess ~~trust account, plus any interest income. If the balance~~ of ~~the~~15% ~~trust account is reduced below $316,250,000 as a result~~ of ~~negative interest rates, the amount of funds in the trust account available for distribution to~~ our ~~public~~Class A ~~stockholders~~common ~~may be reduced below $10~~stock.00 ~~per share.~~

26If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.

Because ~~Table~~of our special purpose acquisition company structure and limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on our redemption of ~~Contents~~ our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless.

~~Our~~We ~~directors~~expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may ~~decide~~be ~~not~~individuals or investment partnerships), other blank check companies and other entities competing for the types of businesses we intend to ~~enforce~~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 similar technical, human and other resources to ours, 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 ~~indemnification~~net ~~obligations~~proceeds of our ~~sponsor~~Initial Public Offering and the sale of the private placement warrants, ~~resulting~~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. In addition, we have a ~~reduction~~strong interest in our initial business combination either being a Certified B Corp or implementing policies and processes to become certified after a business combination with us. We may face additional challenges identifying a target business that meets these criteria, or that is willing to implement these policies and processes. While we are not required to acquire a Certified B Corp, we may decline to pursue targets whose businesses we do not believe will be able to satisfy the ~~amount~~Certified B Corp standards, which may make it more difficult for us to enter into an initial business combination. Furthermore, because we are obligated to pay cash for the shares of ~~funds~~Class A common stock which our public stockholders redeem in connection with our initial business combination, target companies will be aware that this may present closing risk by reducing the ~~trust~~resources ~~account~~ available to us for ~~distribution~~our initial business combination. Additionally, potential target companies may be less inclined to consummate a transaction with us because definitive documentation for such a transaction will preclude any recourse against our trust account, meaning that potential counterparties may determine that they do not have adequate contractual remedies in the event a transaction fails to close. These factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. 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.

In27 the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account is less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay 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.

WhileTable we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance 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.Contents

WeIf ~~may~~the net proceeds of our Initial Public Offering and the sale of the private placement warrants not ~~have~~being ~~sufficient~~held ~~funds~~in the trust account are insufficient to ~~satisfy~~allow ~~indemnification~~us ~~claims~~to ofoperate, we may be unable to complete our ~~directors~~initial business combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and ~~officers~~our warrants will expire worthless.

WeThe ~~have~~funds ~~agreed~~available to ~~indemnify~~us ~~our~~outside ~~officers~~of ~~and~~the ~~directors~~trust toaccount ~~the~~may ~~fullest~~not ~~extent~~be ~~permitted~~sufficient byto ~~law.~~allow ~~However,~~us ~~our~~to ~~officers and~~operate ~~directors~~during ~~have~~the ~~agreed~~time prior to ~~waive~~which ~~(and~~we ~~any~~are ~~other~~required ~~persons~~to ~~who~~complete ~~may~~our ~~become~~initial anbusiness ~~officer~~combination. orWe ~~director~~believe ~~prior~~that the funds available to us outside of the ~~initial~~trust ~~business~~account ~~combination~~are ~~will~~sufficient ~~also~~to beallow ~~required~~us to ~~waive)~~operate ~~any~~until ~~right~~August 12, ~~title~~2023; however, ~~interest~~we orcannot ~~claim~~assure ofyou ~~any~~that ~~kind~~our inestimate oris accurate. Of the funds available to ~~any~~us, ~~monies~~we incould use a portion of the ~~trust~~funds ~~account~~available ~~and~~to ~~not~~us to ~~seek~~pay ~~recourse~~fees ~~against~~to ~~the~~consultants ~~trust~~to ~~account~~assist us with our search for ~~any~~a ~~reason~~target ~~whatsoever~~business. ~~(except~~We tocould ~~the~~also ~~extent~~use ~~they~~a ~~are~~portion ~~entitled~~of tothe funds ~~from~~as ~~the~~a ~~trust~~down ~~account~~payment ~~due~~or to ~~their~~ ~~ownership~~fund ofa ~~public~~“no-shop” ~~shares).~~provision ~~Accordingly,~~(a ~~any~~provision ~~indemnification~~in ~~provided~~letters ~~will~~of beintent ~~able~~or merger agreements designed to bekeep ~~satisfied~~target bybusinesses usfrom ~~only~~“shopping” ifaround ~~(i)~~for wetransactions ~~have~~with ~~sufficient~~other ~~funds~~companies ~~outside~~on ofterms ~~the~~more ~~trust~~favorable ~~account~~to orsuch ~~(ii~~target businesses) wewith ~~consummate~~respect anto a particular proposed initial business combination., ~~Our obligation~~although towe ~~indemnify~~do ~~our~~not ~~officers~~have ~~and~~any ~~directors~~current ~~may~~intention ~~discourage~~to ~~stockholders~~do ~~from~~so. ~~bringing~~If awe ~~lawsuit~~entered ~~against~~into ~~our~~a ~~officers~~letter of intent or ~~directors~~other agreement where we paid for ~~breach~~the ofright ~~their~~to ~~fiduciary~~receive ~~duty.~~exclusivity ~~These~~from ~~provisions~~a ~~also~~target ~~may~~business ~~have~~and ~~the~~were ~~effect~~subsequently ofrequired ~~reducing~~to ~~the~~forfeit ~~likelihood~~such ~~of derivative~~funds ~~litigation~~(whether ~~against~~as a result of our ~~officers~~breach ~~and~~or ~~directors~~otherwise), ~~even~~we ~~though~~might ~~such~~not anhave ~~action~~sufficient funds to continue searching for, ifor ~~successful~~conduct due diligence with respect to, ~~might~~a ~~otherwise~~target ~~benefit~~business. usIf ~~and~~we do not complete our ~~stockholders.~~initial ~~Furthermore~~business combination, aour ~~stockholder’s~~public ~~investment~~stockholders may bereceive ~~adversely~~only ~~affected~~approximately to$10.00 ~~the~~per ~~extent~~share weon ~~pay~~ the ~~costs~~ liquidation of ~~settlement~~our trust account and ~~damage~~our ~~awards~~warrants ~~against~~will expire worthless. In certain circumstances, our ~~officers~~public ~~and~~stockholders ~~directors~~may ~~pursuant~~receive toless ~~these~~than ~~indemnification~~$10.00 ~~provisions~~per share upon our liquidation.

If, ~~after~~the wenet ~~distribute~~proceeds of our Initial Public Offering and the ~~proceeds~~sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our ~~public~~search ~~stockholders~~for a target business or businesses and complete our initial business combination, and we ~~file~~will adepend ~~bankruptcy~~on ~~petition~~loans from our sponsor or anmanagement ~~involuntary~~team ~~bankruptcy~~to ~~petition~~fund ~~is filed~~our ~~against~~search usfor ~~that~~an isinitial ~~not~~business ~~dismissed~~combination, ato ~~bankruptcy~~pay ~~court~~our ~~may~~franchise ~~seek~~and income taxes and to ~~recover~~complete ~~such~~our ~~proceeds,~~initial ~~and~~business combination. If we ~~and~~are ~~our~~unable ~~board~~to obtain these loans, we may be ~~exposed~~unable to ~~claims~~complete ofour ~~punitive~~initial ~~damages~~business combination.

~~If,~~Of ~~after~~the wenet ~~distribute~~proceeds of our Initial Public Offering and the ~~proceeds~~sale inof the private placement warrants, only approximately $2,250,000 is available to us outside the trust account to fund our ~~public~~working ~~stockholders~~capital requirements. If we are required to seek additional capital, we ~~file~~would aneed ~~bankruptcy~~to ~~petition~~borrow funds from our sponsor, management team or an ~~involuntary~~other ~~bankruptcy~~third ~~petition~~parties isto ~~filed~~operate ~~against~~or usmay ~~that~~be isforced ~~not~~to ~~dismissed~~liquidate. None of our sponsor, members of our management team nor any ~~distributions~~of ~~received~~their byaffiliates ~~stockholders~~is ~~could~~under any obligation to advance funds to us in such circumstances. Any such advances would be ~~viewed~~repaid ~~under~~only ~~applicable~~from ~~debtor/creditor~~funds ~~and/~~held outside the trust account or ~~bankruptcy~~from ~~laws~~funds asreleased ~~either~~to aus ~~“preferential~~upon ~~transfer”~~completion orof aour ~~“fraudulent~~initial ~~conveyance~~business combination.” AsUp ato ~~result~~$2,000,000 of such loans may be converted into private placement-equivalent warrants at a ~~bankruptcy~~price ~~court~~of ~~could~~$1.00 ~~seek~~per towarrant ~~recover~~at ~~all~~the ~~amounts~~option ~~received~~of bythe lender. Prior to the completion of our ~~stockholders.~~initial Inbusiness ~~addition~~combination, we do not expect to seek loans from parties other than our ~~board~~sponsor ofor ~~directors~~an ~~may~~affiliate beof ~~viewed~~ our sponsor as ~~having~~we ~~breached~~do ~~its~~not ~~fiduciary~~believe ~~duty~~third parties will be willing to ~~our~~loan ~~creditors~~such funds and~~/or~~ ~~having~~provide ~~acted~~a waiver against any and all rights to seek access to funds in ~~bad~~our ~~faith~~trust account. If we are unable to obtain these loans, ~~thereby~~we ~~exposing~~may ~~itself~~be ~~and~~unable to complete our initial business combination. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to ~~claims~~cease operations and liquidate the trust account. Consequently, our public stockholders may only receive approximately $10.00 per share on our redemption of ~~punitive~~our ~~damages~~public shares, byand ~~paying~~our warrants will expire worthless. In certain circumstances, our public stockholders ~~from~~may ~~the~~receive ~~trust~~less ~~account~~than ~~prior~~$10.00 toper ~~addressing~~share on the ~~claims~~redemption of ~~creditors~~ their shares.

~~If,~~Subsequent ~~before~~to ~~distributing~~ the ~~proceeds~~completion inof ~~the trust account to~~ our ~~public~~initial ~~stockholders~~business combination, we ~~file~~may abe ~~bankruptcy~~required ~~petition~~to ortake anwrite-downs ~~involuntary~~or ~~bankruptcy petition is filed against us that is not dismissed~~write-offs, ~~the~~restructuring ~~claims~~and ofimpairment ~~creditors~~or inother ~~such~~charges ~~proceeding~~that ~~may~~could have ~~priority~~a ~~over~~significant ~~the~~negative ~~claims~~effect ofon our ~~stockholders~~financial condition, ~~and~~results ~~the~~of ~~per-share~~operations ~~amount~~and ~~that~~our ~~would~~stock ~~otherwise~~price, bewhich ~~received~~could bycause ~~our~~you ~~stockholders~~to inlose ~~connection~~some ~~with~~or ~~our liquidation~~all ~~may~~of beyour ~~reduced~~investment.

IfEven if we conduct extensive due diligence on a target business with which we combine, ~~before~~we ~~distributing~~cannot ~~the~~assure ~~proceeds~~you inthat ~~the~~this ~~trust~~diligence ~~account~~will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our ~~public~~control ~~stockholders~~will not later arise. As a result of these factors, we ~~file~~may abe ~~bankruptcy~~forced ~~petition~~to later write down or anwrite ~~involuntary~~off ~~bankruptcy~~assets, ~~petition~~restructure isour ~~filed~~operations, ~~against~~or usincur impairment or other charges that iscould ~~not~~result ~~dismissed~~in our reporting losses. Even if our due diligence successfully identifies certain risks, ~~the~~ ~~proceeds~~unexpected ~~held~~risks may arise and previously known risks may materialize in ~~the~~a ~~trust~~manner ~~account~~not ~~could~~consistent with our preliminary risk analysis. Even though these charges may be ~~subject~~non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to ~~applicable~~negative ~~bankruptcy~~market ~~law~~perceptions about us or our securities. In addition, ~~and~~charges of this nature may because ~~included~~us into ~~our~~violate ~~bankruptcy~~net ~~estate~~worth ~~and~~or ~~subject~~other covenants to ~~the~~which ~~claims~~we may be subject as a result of ~~third~~assuming ~~parties~~pre-existing ~~with~~debt ~~priority~~held ~~over~~by ~~the~~a ~~claims~~target business or by virtue of our ~~stockholders.~~obtaining Todebt financing to partially finance the ~~extent~~initial business combination. Accordingly, any ~~bankruptcy~~ ~~claims~~stockholders ~~deplete~~who choose to remain stockholders following the ~~trust~~initial ~~account,~~business combination could suffer a reduction in the ~~per-share~~value ~~amount~~of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that ~~would~~the ~~otherwise~~reduction bewas ~~received~~due to the breach by our ~~stockholders~~officers inor ~~connection~~directors ~~with~~of ~~our~~a ~~liquidation~~duty ~~may~~of becare ~~reduced~~or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination constituted an actionable material misstatement or omission.

2728

If wethird ~~are~~parties ~~deemed~~bring toclaims beagainst anus, ~~investment~~the ~~company~~proceeds ~~under~~held in the ~~Investment~~trust ~~Company~~account ~~Act,~~could ~~we may~~ be ~~required~~reduced toand ~~institute~~the ~~burdensome~~per-share ~~compliance~~redemption ~~requirements~~amount ~~and~~received ~~our activities~~by stockholders may be ~~restricted,~~less ~~which~~than ~~may~~$10.00 ~~make~~per ~~it difficult for us to complete our initial business combination~~share.

IfOur placing of funds in the trust account may not protect those funds from third-party claims against us. Although we ~~are~~seek ~~deemed~~to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an ~~investment~~agreement ~~company~~waiving ~~under~~such claims to the ~~Investment~~monies ~~Company~~held ~~Act~~in the trust account, our ~~activities~~management ~~may~~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 ~~restricted~~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, ~~including:~~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. Marcum LLP, our independent registered public accounting firm, and the underwriters of our Initial Public Offering, have not executed agreements with us waiving such claims to the monies held in the trust account.

•Examples ~~restrictions~~of onpossible instances where we may engage a third party that refuses to execute a waiver include the ~~nature~~engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our ~~investments;~~public shares, if we do not complete our initial business combination within 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 waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, between us, our sponsor and our directors and officers, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers, directors or members of our sponsor will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

•29 ~~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

•Our ~~registration~~directors asmay andecide ~~investment~~not ~~company;~~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.

•In ~~adoption~~the event that the proceeds in the trust account are reduced below the lesser of a(i) ~~specific~~$10.00 ~~form~~per share and (ii) the actual amount per share held in the trust account as of ~~corporate~~the ~~structure;~~date of the liquidation of the trust account is less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay 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.

•While ~~reporting~~we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, ~~record~~it ~~keeping~~is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, ~~voting~~for example, ~~proxy~~the ~~and~~cost ~~disclosure~~of ~~requirements~~such ~~and~~legal ~~other~~action ~~rules~~is ~~and~~deemed ~~regulations~~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.

InWe ~~order~~may not tohave besufficient ~~regulated~~funds asto ansatisfy ~~investment~~indemnification ~~company~~claims under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our ~~total~~directors ~~assets (exclusive of U.S. government securities~~ and ~~cash items) on an unconsolidated basis~~officers. Our business is to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We dohave ~~not~~agreed ~~believe~~to ~~that~~indemnify our ~~principal~~officers ~~activities~~and ~~subject~~directors us to the ~~Investment~~fullest ~~Company~~extent ~~Act.~~permitted Toby ~~this~~law. ~~end~~However, ~~the~~our ~~proceeds held~~officers inand ~~the~~directors ~~trust~~have ~~account~~agreed ~~may~~to ~~only~~waive ~~be invested in United States “government securities” within the meaning of Section 2~~(~~a)(16)~~and ofany ~~the~~other ~~Investment~~persons ~~Company~~who ~~Act~~may ~~having~~become aan ~~maturity~~officer ~~of 185 days~~ or ~~less~~director orprior into ~~money market funds meeting certain conditions under Rule 2a-7 promulgated under~~ the ~~Investment~~initial ~~Company~~business ~~Act~~combination ~~that~~will ~~invest~~also ~~only~~be inrequired ~~direct~~to ~~U.S.~~waive) ~~government~~any ~~treasury~~right, ~~obligations. Pursuant to the trust agreement~~title, ~~the~~interest ~~trustee~~or isclaim ~~not~~of ~~permitted~~any tokind ~~invest~~ in ~~other securities~~ or ~~assets. By restricting the investment of the proceeds~~ to ~~these~~any ~~instruments,~~monies ~~and~~in ~~by having a business plan targeted at acquiring and growing businesses for~~ the ~~long~~trust ~~term (rather~~account ~~than on buying~~ and ~~selling~~not ~~businesses in the manner of a merchant bank or private equity fund), we intend~~ to ~~avoid~~seek ~~being~~recourse ~~deemed~~against ~~an “investment company” within~~ the ~~meaning of the Investment Company Act. Our securities are not intended for persons who are seeking a return on investments in government securities or investment securities. The~~ trust account ~~is intended as a holding place~~ for ~~funds pending the earliest to occur of (i) the completion of our initial business combination; (ii) the redemption of~~ any ~~public~~reason ~~shares~~whatsoever ~~properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation~~ (A)except to ~~modify~~ the ~~substance~~extent orthey ~~timing~~are ofentitled ~~our obligation~~ to ~~allow redemption~~funds infrom ~~connection~~the ~~with~~trust ~~our~~account ~~initial~~due ~~business combination or~~ to ~~redeem~~their ~~100%~~ownership of ~~our~~ public shares). ifAccordingly, weany doindemnification ~~not~~provided ~~complete~~will ~~our~~be ~~initial~~able ~~business~~to ~~combination~~be satisfied by ~~February~~us 9,only ~~2023~~if or (Bi) we ~~with~~have ~~respect~~sufficient tofunds ~~any~~outside ~~other~~of ~~provision~~the ~~relating~~trust ~~to stockholders’~~account ~~rights~~ or ~~pre-initial business combination activity; or~~ (~~iii~~ii) we ~~absent~~consummate an initial business combination. byOur ~~February~~obligation 9,to ~~2023~~indemnify ~~or during any Extension Period,~~ our ~~return~~officers ofand ~~the~~directors ~~funds~~may ~~held~~discourage instockholders ~~the~~from ~~trust~~bringing ~~account~~a tolawsuit against our ~~public~~officers ~~stockholders as~~or ~~part~~directors offor ~~our~~breach ~~redemption~~ of ~~the~~their ~~public~~fiduciary ~~shares~~duty. IfThese weprovisions doalso ~~not~~may ~~invest~~have the ~~proceeds~~effect asof ~~discussed~~reducing ~~above, we may be deemed to be subject to~~ the ~~Investment~~likelihood ~~Company~~of ~~Act.~~derivative Iflitigation weagainst ~~were~~our ~~deemed~~officers toand bedirectors, ~~subject~~even tothough ~~the~~such ~~Investment~~an ~~Company Act~~action, ~~compliance~~if ~~with these~~successful, ~~additional~~might ~~regulatory~~otherwise ~~burdens~~benefit ~~would~~us ~~require additional expenses for which we have not allotted funds~~ and ~~may hinder~~ our ~~ability~~stockholders. toFurthermore, ~~complete~~a anstockholder’s ~~initial~~investment ~~business combination or~~ may ~~result~~be inadversely ~~our~~affected ~~liquidation.~~to Ifthe extent we dopay ~~not~~the ~~complete~~costs ~~our initial~~of ~~business~~settlement ~~combination,~~and ~~our~~damage ~~public~~awards ~~stockholders~~against ~~may receive only approximately $10.00 per share on the liquidation of~~ our ~~trust~~officers ~~account~~ and ~~our~~directors ~~warrants~~pursuant ~~will~~to ~~expire~~these ~~worthless~~indemnification provisions.

~~Changes~~If, after we distribute the proceeds in ~~laws~~the ortrust ~~regulations~~account to our public stockholders, orwe file a ~~failure~~bankruptcy topetition ~~comply~~or ~~with~~an ~~any~~involuntary ~~laws~~bankruptcy ~~and~~petition ~~regulations,~~is ~~may~~filed ~~adversely~~against ~~affect~~us ~~our~~that ~~business~~is not dismissed, ~~including~~a ~~our~~bankruptcy ~~ability~~court may seek to ~~negotiate~~ recover such proceeds, and ~~complete~~we and our ~~initial~~board ~~business~~may ~~combination~~be ~~and~~exposed ~~results~~to claims of ~~operations~~punitive damages.

WeIf, ~~are~~after ~~subject~~we distribute the proceeds in the trust account to ~~laws~~our ~~and~~public ~~regulations~~stockholders, ~~enacted~~we byfile ~~national~~a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, ~~regional~~any distributions received by stockholders could be viewed under applicable debtor/creditor and/or ~~local~~bankruptcy ~~governments~~laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In ~~particular~~addition, weour ~~will~~board of directors may be ~~required~~ toviewed ~~comply~~as ~~with~~having ~~certain~~breached ~~SEC~~its fiduciary duty to our creditors and/or ~~other~~having ~~legal~~acted ~~requirements.~~in ~~Compliance~~bad ~~with~~faith, thereby exposing itself and ~~monitoring~~us to claims of punitive damages, ~~applicable~~by ~~laws~~paying ~~and~~public ~~regulations~~stockholders ~~may~~from bethe ~~difficult,~~trust ~~time consuming~~account ~~and~~prior ~~costly~~to addressing the claims of creditors.

2830

~~Those~~If, ~~laws~~before ~~and~~distributing ~~regulations~~the ~~and~~proceeds ~~their~~in ~~interpretation~~the ~~and~~trust ~~application~~account ~~may~~to ~~also~~our ~~change~~public ~~from~~stockholders, ~~time~~we tofile ~~time,~~a ~~and~~bankruptcy ~~those changes~~petition ~~could~~or ~~have~~an ainvoluntary ~~material~~bankruptcy ~~adverse~~petition ~~effect~~is onfiled ~~our~~against ~~business,~~us ~~investments~~that ~~and~~is ~~results~~not ofdismissed, ~~operations.~~the Inclaims ~~addition,~~of acreditors ~~failure~~in tosuch ~~comply~~proceeding ~~with~~may ~~applicable~~have ~~laws~~priority ~~or regulations,~~over asthe ~~interpreted~~claims ~~and~~of ~~applied~~our stockholders, ~~could~~and ~~have~~the aper-share ~~material~~amount ~~adverse~~that ~~effect~~would onotherwise ~~our~~be ~~business,~~received ~~including~~by our ~~ability~~stockholders toin ~~negotiate~~connection ~~and~~with ~~complete~~ our ~~initial~~liquidation ~~business~~may ~~combination~~be ~~and results of operations~~reduced.

If, before distributing the proceeds in the trust account to our public stockholders, we ~~have~~file ~~not~~a ~~completed~~bankruptcy petition or an ~~initial~~involuntary ~~business~~bankruptcy ~~combination~~petition ~~within~~is 24filed ~~months~~against ~~from~~us that is not dismissed, the ~~closing~~proceeds ofheld ~~our~~in ~~Initial~~the ~~Public~~trust ~~Offering,~~account ~~our~~could ~~public~~be ~~stockholders~~subject to applicable bankruptcy law, and may be ~~forced~~ included in our bankruptcy estate and subject to ~~wait~~the ~~beyond~~claims ~~such~~of 24third ~~months~~parties ~~before~~with ~~redemption~~priority ~~from~~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.

If we ~~have~~are ~~not~~deemed completed an initial business combination within 24 months from the closing of our Initial Public Offering or during any Extension Period, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to usbe toan ~~pay~~investment ~~taxes~~company ~~(less~~under ~~up to $100,000 of~~ the ~~interest~~Investment ~~to pay~~Company ~~dissolution expenses)~~Act, ~~will~~we bemay ~~used to fund the redemption of our public shares, as further described herein. Any redemption of public stockholders from the trust account will~~ be ~~effected automatically by function of our amended and restated certificate of incorporation prior to any voluntary winding up. If we are~~ required to ~~wind~~institute ~~up,~~burdensome ~~liquidate~~compliance ~~the~~requirements ~~trust account~~ and ~~distribute such amount therein, pro rata, to~~ our ~~public~~activities ~~stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the DGCL. In that case, investors~~ may be forced to wait beyond 24 months from the closing of our Initial Public Offering or the expiration of any Extension Period before the redemption proceeds of our trust account become available to themrestricted, ~~and~~which ~~they~~may ~~receive~~make ~~the~~it ~~return~~difficult offor ~~their~~us ~~pro rata portion of the proceeds from our trust account. We have no obligation~~ to ~~return funds to investors prior to the date of our redemption of public shares or liquidation unless we~~ complete our initial business combination ~~prior thereto and only then in cases where investors have sought to redeem their Class A common stock~~. ~~Only upon our redemption or any liquidation will public stockholders be entitled to distributions if we do not complete our initial business combination.~~

~~Our~~If ~~stockholders~~we ~~may~~are bedeemed ~~held~~to ~~liable~~be ~~for~~an ~~claims~~investment bycompany ~~third~~under ~~parties against us to~~ the ~~extent~~Investment ofCompany ~~distributions~~Act, ~~received~~our byactivities ~~them~~may ~~upon~~be ~~redemption~~restricted, ofincluding: ~~their shares.~~

~~Under~~• ~~the~~restrictions ~~DGCL,~~on ~~stockholders may be held liable for claims by third parties against a corporation to~~ the ~~extent~~nature of ~~distributions~~ ~~received by them in a dissolution. The pro rata portion of~~ our ~~trust~~investments; 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 February 9, 2023 or during any Extension Period 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 following the end of the 24th month after the closing of our Initial Public Offering or the expiration 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~~• werestrictions ~~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 ~~ten~~issuance 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~~securities, ~~any~~each ~~liability~~ of ~~stockholders~~which 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 bemake ~~potentially~~it ~~brought~~difficult ~~against~~for 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 February 9, 2023 or during any Extension Period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

29In addition, we may have imposed upon us burdensome requirements, including:

• ~~Table~~registration ofas ~~Contents~~ an investment company;

~~Holders~~• ofadoption ~~Class A common stock will not be entitled to vote on any election~~ of ~~directors~~a wespecific ~~hold~~form ~~prior to our initial business combination and, upon consummation~~ of ~~our~~corporate ~~initial~~structure; ~~business combination, our initial stockholders will have certain rights to designate individuals for nomination for election as directors.~~and

~~Prior~~• ~~to our initial business combination~~reporting, ~~only~~record holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In additionkeeping, ~~prior to the completion of an initial business combination~~voting, ~~holders~~proxy ofand adisclosure ~~majority~~requirements of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our Company prior to the consummation of an initial business combination. Further, pursuant to a registration and ~~stockholder~~other ~~rights~~rules agreement, upon consummation of an initial business combination, our initial stockholders will be entitled to designate three individuals for nomination for election to our board of directors for so long as they continue to hold, collectively, at least 50% of the founder shares (or the securities into which such founder shares convert) held by such persons on the date of our Initial Public Offering. Thereafter, such initial stockholders will be entitled to designate (i) two individuals for nomination for election to our board of directors for so long they continue to hold, collectively, at least 30% of the founder shares (or the securities into which such founder shares convert) held by such persons on the date of our Initial Public Offering and (ii) one individual for nomination for election to our board of directors for so long they continue to hold, collectively, at least 20% of the founder shares (or the securities into which such founder shares convert) held by such persons on the date of our Initial Public Offeringregulations. ~~This may result in such holders having significant control over our business.~~

~~Resources~~In ~~could~~order not to be ~~wasted~~regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in ~~researching~~a business ~~combinations~~other than investing, reinvesting or trading in securities and that ~~are~~our activities do not ~~completed~~include investing, ~~which~~reinvesting, ~~could~~owning, ~~materially~~holding ~~adversely~~or ~~affect~~trading ~~subsequent~~“investment ~~attempts~~securities” toconstituting ~~locate~~ more than 40% of our total assets (exclusive of U.S. government securities and ~~acquire~~cash oritems) ~~merge~~on ~~with~~an ~~another~~unconsolidated ~~business~~basis. IfOur webusiness dois ~~not~~to identify and complete ~~our~~an initial business combination, ~~our~~and ~~public~~thereafter ~~stockholders~~to ~~may~~operate ~~receive~~the ~~only~~post-transaction ~~approximately~~business ~~$10~~or assets for the long term.00 ~~per~~We ~~share,~~do not plan to buy businesses or ~~less~~assets ~~than~~with ~~such~~a ~~amount~~view into ~~certain~~resale ~~circumstances,~~or onprofit ~~the~~from ~~liquidation~~their ~~of our~~resale. ~~trust~~We ~~account~~do ~~and~~not ~~our~~plan ~~warrants~~to ~~will~~buy ~~expire~~unrelated ~~worthless~~businesses or assets or to be a passive investor.

We ~~anticipate~~do not believe that our principal activities subject us to the ~~investigation~~Investment ofCompany ~~each~~Act. ~~specific~~To ~~target~~this ~~business~~end, ~~and~~pursuant to the ~~negotiation~~trust agreement, ~~drafting~~the ~~and~~proceeds ~~execution~~held in the trust account may only be invested in United States “government securities” within the meaning of ~~relevant~~Section 2(a)(16) ~~agreements,~~of ~~disclosure~~the ~~documents~~Investment ~~and~~Company ~~other~~Act ~~instruments~~having ~~will~~a ~~require substantial~~maturity ~~management~~of ~~time~~185 ~~and~~days ~~attention~~or ~~and~~less ~~substantial~~or ~~costs~~in ~~for~~money ~~accountants,~~market ~~attorneys,~~funds ~~consultants~~meeting ~~and~~certain ~~others~~conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. Ifgovernment wetreasury ~~decide~~obligations. The trustee is not permitted to ~~complete~~invest ain ~~specific~~other ~~initial~~securities ~~business~~or ~~combination,~~assets. By restricting the ~~costs~~investment ~~incurred~~of upthe proceeds to ~~that~~these ~~point~~instruments, and by having a business plan targeted at acquiring and growing businesses for the ~~proposed transaction~~long ~~likely~~term ~~would~~(rather ~~not~~than beon ~~recoverable.~~buying ~~Furthermore,~~and ifselling webusinesses ~~reach~~in anthe ~~agreement~~manner ~~relating~~of to a ~~specific~~merchant ~~target~~bank ~~business~~or private equity fund), we ~~may~~intend ~~fail~~ to ~~complete~~avoid ~~our~~being ~~initial~~deemed ~~business~~an ~~combination~~“investment ~~for~~company” ~~any~~within ~~number~~the meaning of ~~reasons~~the ~~including~~Investment ~~those~~Company ~~beyond~~Act. ~~our~~Our ~~control.~~securities ~~Any such~~are ~~event~~not ~~will~~intended ~~result~~for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a ~~loss~~holding place for funds pending the earliest to usoccur of (i) the ~~related~~completion ~~costs~~of ~~incurred~~our ~~that~~initial ~~could~~business ~~materially~~combination; ~~adversely~~(ii) the ~~affect~~redemption ~~subsequent~~of ~~attempts~~any public shares properly submitted in connection with a stockholder vote to ~~locate~~amend our amended and ~~acquire~~restated certificate of incorporation (A) to modify the substance or ~~merge~~timing of our obligation to allow redemption in connection with ~~another~~our initial business. Ifcombination or to redeem 100% of our public shares if we do not complete our initial business combination by August 12, 2023 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination by August 12, 2023, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may ~~receive~~be ~~only~~deemed ~~approximately~~to ~~$10~~be subject to the Investment Company Act.00 ~~per~~If ~~share~~we onwere deemed to be subject to the ~~liquidation~~Investment ofCompany ~~our~~Act, ~~trust~~compliance ~~account~~with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ~~warrants~~ability ~~will~~to ~~expire~~complete ~~worthless~~an initial business combination or may result in our liquidation. InIf ~~certain~~we ~~circumstances~~do not complete our initial business combination, our public stockholders may receive ~~less~~only ~~than~~approximately $10.00 per share on the ~~redemption~~ liquidation of ~~their~~our ~~shares~~trust account and our warrants will expire worthless.

We31 may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after our Initial Public Offering, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred commissions that will be released from the trust only on a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after our Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial business combination.

WeTable may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after our Initial Public Offering, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s-length negotiation. The underwriters of our Initial Public Offering are also entitled to receive deferred commissions that are conditioned on the completion of an initial business combination. The underwriters’ or their respective affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.Contents

30Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.

We ~~Table~~are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, ~~Contents~~ applicable laws and regulations may be difficult, time consuming and costly.

~~Since~~Those ~~our~~laws ~~sponsor~~and regulations and ~~its~~their ~~investors~~interpretation and ~~our~~application ~~directors~~may ~~will~~also ~~lose~~change ~~their~~from ~~entire~~time ~~at-risk~~to ~~investment~~time, inand usthose ifchanges ~~our~~could ~~initial~~have a material adverse effect on our business, ~~combination~~investments isand ~~not~~results ~~completed~~of operations. In addition, a ~~conflict~~failure ofto ~~interest~~comply ~~may~~with ~~arise~~applicable inlaws ~~determining~~or ~~whether~~regulations, as interpreted and applied, could have a ~~particular~~material adverse effect on our business, ~~combination~~including ~~target~~our isability ~~appropriate~~to ~~for~~negotiate and complete our initial business combination and results of operations.

~~All~~If ~~of the founder shares held by our sponsor will be worthless if~~ we dohave not ~~complete~~completed an initial business combination~~. In~~ ~~addition,~~by ~~our sponsor purchased an aggregate of 9~~August 12,~~325,000~~ ~~warrants at a price of $1.00 per warrant~~2023, ~~which~~our ~~will~~public ~~also be worthless if we do not complete an initial business combination. Our initial~~ stockholders ~~have~~may ~~entered~~be ~~into~~forced ~~a letter agreement with us pursuant~~ to ~~which~~wait ~~they~~beyond ~~have~~such ~~agreed~~period tobefore ~~vote any shares owned by them in favor of any proposed initial business combination and to waive their~~ redemption ~~rights~~ with respect to their founder shares and public shares in connection with (i) the completion of our initial business combination and (ii) any stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from ~~the closing of~~ our ~~Initial~~trust ~~Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity~~account. In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer or director. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination.

WeIf ~~may~~we ~~issue~~have ~~notes~~not orcompleted ~~other~~an ~~debt~~initial ~~securities~~business combination by August 12, or2023, ~~otherwise~~the ~~incur~~proceeds ~~substantial~~then ~~debt~~on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to ~~complete~~us anto ~~initial~~pay ~~business~~taxes ~~combination~~(less up to $100,000 ~~which~~of ~~may~~the ~~adversely~~interest ~~affect~~ to pay dissolution expenses), will be used to fund the redemption of our ~~leverage~~public shares, as further described herein. Any redemption of public stockholders from the trust account will be effected automatically by function of our amended and ~~financial~~restated ~~condition~~certificate of incorporation prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and ~~thus~~distribute ~~negatively~~such ~~impact~~amount therein, pro rata, to our public stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the ~~value~~applicable provisions of the DGCL. In that case, investors may be forced to wait beyond August 12, 2023 before the redemption proceeds of our ~~stockholders’~~trust ~~investment~~account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption of public shares or liquidation unless we complete our initial business combination prior thereto and only then in uscases where investors have sought to redeem their Class A common stock. Only upon our redemption or any liquidation will public stockholders be entitled to distributions if we do not complete our initial business combination.

~~Although~~Our westockholders ~~have~~may nobe ~~commitments~~held asliable offor ~~the~~claims ~~date~~by ofthird ~~this~~parties ~~Annual~~against ~~Report~~us ~~on Form 10-K~~ to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the ~~lender~~extent ~~a waiver~~ of ~~any~~distributions ~~right,~~received ~~title,~~by ~~interest~~them orupon ~~claim~~redemption of ~~any~~their ~~kind in or to the monies held in the trust account~~shares.

AsUnder ~~such~~the DGCL, nostockholders ~~issuance~~may ofbe ~~debt~~held ~~will~~liable ~~affect~~for ~~the~~claims ~~per-share~~by ~~amount~~third ~~available~~parties ~~for~~against ~~redemption~~a ~~from~~corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by August 12, 2023 may be considered a liquidating distribution under Delaware law. ~~Nevertheless~~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 ~~incurrence~~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 ~~debt~~stockholders ~~could~~with ~~have~~respect to a ~~variety~~liquidating distribution is limited to the lesser of ~~negative~~such ~~effects~~stockholder’s pro rata share of the claim or the amount distributed to the stockholder, ~~including:~~ and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the August 12, 2023 deadline in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

•Because ~~default~~we ~~and~~will ~~foreclosure~~not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on ~~our~~facts ~~assets~~known ifto us at such time that will provide for our ~~operating~~payment ~~revenues~~of ~~after~~all anexisting ~~initial~~and ~~business~~pending ~~combination~~claims ~~are~~or ~~insufficient~~claims tothat ~~repay~~may be potentially brought against us within the ten years following our ~~debt~~dissolution. ~~obligations;~~

•32 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;

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

• However, because we are a blank check company, rather than an operating company, and our ~~inability~~operations will be limited to ~~obtain~~searching ~~necessary~~for ~~additional~~prospective ~~financing~~target ifbusinesses to acquire, the ~~debt~~only ~~contains~~likely ~~covenants~~claims ~~restricting~~to arise would be from our ~~ability~~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 ~~obtain~~a liquidating distribution is limited to the lesser of such ~~financing~~stockholder’s ~~while~~pro rata share of the ~~debt~~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 August 12, 2023 is ~~outstanding;~~not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

•Holders ~~our~~of ~~inability~~Class A tocommon ~~pay~~stock ~~dividends~~will not be entitled to vote on any election of directors we hold prior to our ~~common~~initial ~~stock;~~business combination and, upon consummation of our initial business combination, our initial stockholders will have certain rights to designate individuals for nomination for election as directors.

•Prior ~~using~~to aour ~~substantial~~initial ~~portion~~business combination, only holders of our ~~cash~~founder ~~flow~~shares will have the right to ~~pay~~vote ~~principal~~on ~~and~~the ~~interest~~election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our ~~debt~~founder shares may remove a member of the board of directors for any reason. Accordingly, ~~which~~you ~~will~~may ~~reduce~~not have any say in the ~~funds~~management ~~available~~of our Company prior to the consummation of an initial business combination. Further, pursuant to a registration and stockholder rights agreement, upon consummation of an initial business combination, our initial stockholders will be entitled to designate three individuals for ~~dividends~~nomination for election to our board of directors for so long as they continue to hold, collectively, at least 50% of the founder shares (or the securities into which such founder shares convert) held by such persons on the date of our ~~common~~Initial ~~stock~~Public ifOffering. ~~declared~~Thereafter, such initial stockholders will be entitled to designate (i) two individuals for nomination for election to our ~~ability~~board of directors for so long they continue to ~~pay~~hold, ~~expenses~~collectively, ~~make~~at ~~capital~~least ~~expenditures~~30% of the founder shares (or the securities into which such founder shares convert) held by such persons on the date of our Initial Public Offering and ~~acquisitions~~(ii) one individual for nomination for election to our board of directors for so long they continue to hold, ~~and~~collectively, ~~fund~~at ~~other~~least ~~general~~20% ~~corporate~~of ~~purposes;~~the founder shares (or the securities into which such founder shares convert) held by such persons on the date of our Initial Public Offering. This may result in such holders having significant control over our business.

•Resources ~~limitations~~could onbe ~~our~~wasted ~~flexibility~~ in ~~planning~~researching ~~for~~business ~~and~~combinations ~~reacting~~that are not completed, which could materially adversely affect subsequent attempts to ~~changes~~locate inand acquire or merge with another business. If we do not complete our initial business ~~and~~combination, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the ~~industry~~liquidation inof ~~which~~our wetrust ~~operate;~~account and our warrants will expire worthless.

•We ~~increased~~anticipate ~~vulnerability~~that tothe ~~adverse~~investigation ~~changes~~of ineach ~~general~~specific ~~economic~~target business and the negotiation, ~~industry~~drafting and ~~competitive~~execution ~~conditions~~of relevant agreements, disclosure documents and ~~adverse~~other ~~changes~~instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in ~~government~~a ~~regulation;~~loss to us of the related costs incurred that could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public stockholders may 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.

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

•Table otherof disadvantages compared to our competitors who have less debt.Contents

31We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after our Initial Public Offering, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred commissions that will be released from the trust only on a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after our Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial business combination.

We ~~Table~~may engage one or more of ~~Contents~~ our underwriters or one of their respective affiliates to provide additional services to us after our Initial Public Offering, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s-length negotiation. The underwriters of our Initial Public Offering are also entitled to receive deferred commissions that are conditioned on the completion of an initial business combination. The underwriters’ or their respective affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.

Since Weour ~~may~~sponsor ~~issue~~and ~~additional~~its ~~common~~investors ~~stock~~and ~~or preferred stock to complete~~ our ~~initial~~directors ~~business~~will ~~combination~~lose ortheir ~~under~~entire anat-risk ~~employee~~investment ~~incentive~~in ~~plan~~us ~~after completion~~if of our initial business combination. Weis ~~may~~not ~~also~~completed, ~~issue~~a ~~shares~~conflict of ~~Class~~interest Amay ~~common~~arise ~~stock~~in ~~upon~~determining ~~the~~whether ~~conversion of the Class B common stock at~~ a ~~ratio~~particular ~~greater~~business ~~than~~combination ~~one~~target tois ~~one~~appropriate atfor ~~the time of~~ our initial business combination ~~as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation~~. ~~Any such issuances would dilute the interest of our stockholders and likely present other risks.~~

~~Our~~All ~~amended~~of ~~and~~the ~~restated~~founder ~~certificate~~shares ofheld ~~incorporation~~by ~~authorizes~~our ~~the~~sponsor ~~issuance~~will ofbe upworthless toif ~~100,000,000~~we ~~shares~~do ofnot ~~Class~~complete Aan ~~common~~initial ~~stock~~business combination. In addition, ~~par~~our ~~value~~sponsor ~~$0.0001~~purchased ~~per~~an ~~share,~~aggregate 10of 9,~~000~~325,000 ~~shares~~warrants ofat ~~Class~~a Bprice ~~common stock,~~of ~~par value~~ $01.~~0001~~00 per ~~share~~warrant, ~~and~~which ~~1,000,000~~will ~~shares~~also ofbe ~~preferred~~worthless ~~stock,~~if ~~par~~we ~~value~~do ~~$0.0001~~not ~~per~~complete ~~share~~an initial business combination. ~~There~~Our ~~are~~initial ~~currently~~stockholders ~~68,375,000~~have ~~and~~entered ~~2,093,750~~into ~~authorized~~a ~~but~~letter ~~unissued~~agreement with us pursuant to which they have agreed to vote any shares ofowned ~~Class~~by Athem ~~common~~in ~~stock~~favor ~~and~~of ~~Class~~any Bproposed ~~common~~initial ~~stock,~~business ~~respectively, available~~combination ~~for~~and ~~issuance,~~to ~~which~~waive ~~amount~~their ~~does~~redemption ~~not~~rights ~~take~~with ~~into~~respect ~~account~~to ~~the~~their founder shares ofand ~~Class~~public Ashares ~~common~~in ~~stock~~connection ~~reserved~~with ~~for~~(i) the ~~issuance~~completion ~~upon~~of ~~exercise~~our ofinitial ~~outstanding~~business ~~warrants.~~combination ~~There~~and ~~are~~(ii) any ~~currently~~stockholder novote ~~shares~~to ofapprove ~~preferred~~an ~~stock~~amendment ~~issued~~to our amended and ~~outstanding.~~restated ~~Shares~~certificate of ~~Class B~~incorporation ~~common~~(A) to ~~stock~~modify ~~are~~the ~~convertible~~substance ~~into~~or ~~shares~~timing of our ~~Class~~obligation Ato ~~common~~allow ~~stock~~redemption ~~initially~~in atconnection awith ~~one-for-one~~our ~~ratio~~initial ~~but~~business ~~subject~~combination or to ~~adjustment~~redeem as100% ~~set~~of ~~forth~~our ~~herein,~~public ~~including~~shares inif ~~certain~~we ~~circumstances~~do innot ~~which~~complete weour ~~issue~~initial ~~Class~~business Acombination ~~common~~by ~~stock~~August 12, 2023 or ~~equity-linked securities~~(B) with ~~related~~respect to ~~our~~any other provision relating to stockholders’ rights or pre-initial business combination activity. ~~Shares~~In addition, we may obtain loans from our sponsor, affiliates of ~~Class~~our Bsponsor ~~common~~or ~~stock~~an ~~are~~officer ~~also~~or ~~convertible~~director. atThe personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the ~~option~~operation of the ~~holder~~business atfollowing ~~any~~the ~~time~~initial business combination.

We may issue anotes ~~substantial number of additional shares of common~~ or ~~preferred~~other ~~stock~~debt 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 to redeem the warrants or upon conversion of the Class B common stock at a ratio greater than one to one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. Howeversecurities, ~~our amended and restated certificate of incorporation provides, among other things, that prior to~~ or inotherwise ~~connection~~incur ~~with~~substantial ~~our initial business combination~~debt, ~~we may not issue additional shares of capital stock that would entitle the holders thereof~~ to ~~(i)~~complete ~~receive~~an ~~funds from the trust account or (ii) vote on any~~ initial business combination~~. These provisions of our amended and restated certificate of incorporation~~, ~~like~~which ~~all provisions of our amended and restated certificate of incorporation,~~ may beadversely ~~amended~~affect ~~with the approval of~~ our ~~stockholders.~~leverage ~~However, our officers~~ and ~~directors~~financial ~~have~~condition ~~agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended~~ and ~~restated~~thus ~~certificate~~negatively ofimpact ~~incorporation (A) to modify~~ the ~~substance~~value ~~or timing~~ of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to stockholders’ ~~rights~~investment or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public sharesus.

~~The~~Although ~~issuance~~we have no commitments as of ~~additional~~the ~~shares~~date of ~~common~~this Annual Report on Form 10-K to issue any notes or ~~preferred~~other ~~stock:~~debt securities, or to otherwise incur outstanding debt, 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 ~~may~~such, ~~significantly~~no ~~dilute~~issuance of debt will affect the ~~equity~~per-share ~~interest~~amount available for redemption from the trust account. Nevertheless, the incurrence of ~~investors~~debt incould ~~our~~have ~~Initial~~a ~~Public~~variety ~~Offering;~~of negative effects, including:

• ~~may~~default ~~subordinate~~and ~~the~~foreclosure ~~rights~~on ofour ~~holders~~assets ofif ~~common~~our ~~stock~~operating ifrevenues ~~preferred~~after ~~stock~~an isinitial ~~issued~~business ~~with~~combination ~~rights~~are ~~senior~~insufficient to ~~those~~repay ~~afforded~~ our ~~common~~debt ~~stock~~obligations;

• ~~could~~acceleration ~~cause a change~~ of ~~control~~our ifobligations ato ~~substantial~~repay ~~number~~the ofindebtedness ~~shares~~even ofif ~~our~~we ~~common~~make ~~stock~~all ~~are~~principal ~~issued,~~and ~~which~~interest ~~may~~payments ~~affect,~~when ~~among~~due ~~other~~if ~~things,~~we ~~our~~breach ~~ability~~certain tocovenants ~~use~~that ~~our~~require ~~net~~the ~~operating~~maintenance ~~loss~~of ~~carry~~certain ~~forwards,~~financial ifratios ~~any,~~or ~~and~~reserves ~~could~~without ~~result~~a inwaiver ~~the resignation~~ or ~~removal~~renegotiation of ~~our~~that ~~present officers and directors~~covenant; ~~and~~

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

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 that may have a limited number of services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability.Contents

Of• ~~the net proceeds from~~ our ~~Initial~~immediate ~~Public~~payment ~~Offering and the sale~~ of ~~the~~all ~~private~~principal ~~placement~~and ~~warrants,~~accrued ~~$316~~interest,~~250,000~~ isif ~~available~~any, toif ~~complete~~the ~~our~~debt ~~initial~~is ~~business~~payable ~~combination~~on ~~and pay related fees and expenses.~~demand;

We• ~~may effectuate~~ our ~~initial~~inability ~~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 ~~effectuate~~ ~~our~~obtain ~~initial~~necessary ~~business~~additional ~~combination~~financing ~~with~~if ~~more than one target business because of various factors, including~~ the ~~existence~~debt ofcontains ~~complex~~covenants ~~accounting~~restricting 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~~ability ~~business combination with only a single entity, our lack of diversification may subject us~~ to ~~numerous~~obtain ~~economic,~~such ~~competitive~~financing ~~and~~while ~~regulatory developments. Further, we would not be able to diversify our operations or benefit from~~ the ~~possible~~debt ~~spreading~~is of risks or offsetting of losses, unlike other entities that may have the resources to complete several business combinations in different industries or different areas of a single industry. In addition, we intend to focus our search for an initial business combination in a single industry. Accordingly, the prospects for our success may be:outstanding;

• ~~solely~~our ~~dependent~~inability ~~upon~~to ~~the~~pay ~~performance~~dividends ofon aour ~~single~~common ~~business, property or asset, or~~stock;

• ~~dependent~~using ~~upon~~a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the ~~development~~funds oravailable ~~market~~for ~~acceptance~~dividends ofon aour ~~single~~common orstock ~~limited~~if ~~number~~declared, ofour ~~products~~ability to pay expenses, ~~processes~~make orcapital ~~services.~~expenditures and acquisitions, and fund other general corporate purposes;

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

• ~~Table~~increased ofvulnerability ~~Contents~~ to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

~~This~~• ~~lack~~limitations ofon ~~diversification~~our ~~may~~ability ~~subject us~~ to ~~numerous~~borrow ~~economic,~~additional ~~competitive~~amounts ~~and~~for ~~regulatory risks~~expenses, ~~any~~capital orexpenditures, ~~all~~acquisitions, ofdebt ~~which~~service ~~may~~requirements, ~~have~~and aexecution ~~substantial~~of ~~adverse impact upon the particular industry in which we may operate subsequent to~~ our ~~initial~~strategy; ~~business combination.~~and

~~Compliance~~• ~~obligations~~other ~~under~~disadvantages ~~the~~compared ~~Sarbanes-Oxley Act may make it more difficult for us~~ to ~~effectuate~~ our ~~initial~~competitors ~~business~~who ~~combination,~~have ~~require~~less ~~substantial financial and management resources, and increase the time and costs of completing an initial business combination~~debt.

~~Section~~We ~~404~~may ofissue ~~the~~additional ~~Sarbanes-Oxley~~common ~~Act~~stock requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or anpreferred ~~accelerated~~stock ~~filer, and no longer qualify as an emerging growth company, will we be required~~ to ~~comply~~complete ~~with the independent registered public accounting firm attestation requirement on~~ our ~~internal~~initial ~~control~~business ~~over~~combination ~~financial~~or ~~reporting.~~under ~~Further, for as long as we remain~~ an ~~emerging~~employee ~~growth~~incentive ~~company,~~plan weafter ~~will~~completion ~~not~~of ~~be required to comply with the independent registered public accounting firm attestation requirement on~~ our ~~internal~~ ~~control~~initial ~~over~~business ~~financial reporting~~combination. ~~The~~We ~~fact~~may ~~that~~also weissue ~~are~~shares aof ~~blank~~Class A ~~check~~common ~~company~~stock ~~makes~~upon ~~compliance with~~ the ~~requirements~~conversion of the ~~Sarbanes-Oxley~~Class B ~~Act~~common ~~particularly~~stock ~~burdensome~~at ona usratio asgreater ~~compared~~than one to ~~other~~one ~~public~~at ~~companies~~the ~~because~~time aof ~~target company with which we seek to complete~~ our initial business combination ~~may~~as ~~not~~a beresult ~~in compliance with the provisions~~ of the ~~Sarbanes~~anti-~~Oxley~~dilution ~~Act~~provisions ~~regarding~~contained ~~adequacy~~in ofour ~~its~~amended ~~internal~~and ~~controls.~~restated ~~The~~certificate ~~development~~ of ~~the~~incorporation. ~~internal~~Any ~~control of any~~ such ~~entity~~issuances towould ~~achieve compliance~~dilute ~~with~~ the ~~Sarbanes-Oxley~~interest ~~Act~~of ~~may~~our ~~increase~~stockholders ~~the time~~ and ~~costs~~likely ~~necessary~~present toother ~~complete any such business combination~~risks.

Our ~~warrants~~amended and ~~founder~~restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares ~~may~~of ~~have~~Class A ancommon ~~adverse~~stock, ~~effect~~par onvalue ~~the~~$0.0001 ~~market~~per ~~price~~share, 10,000,000 shares of ~~our~~Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. There are currently 68,375,000 and 2,093,750 authorized but unissued shares of Class A common stock and Class B common stock, respectively, available for issuance, which amount does not take into account the shares of Class A common stock reserved for issuance upon exercise of outstanding warrants. There are currently no shares of preferred stock issued and ~~make~~outstanding. itShares ~~more~~of ~~difficult~~Class B common stock are convertible into shares of our Class A common stock initially at a one-for-one ratio but subject to ~~effectuate~~adjustment as set forth herein, including in certain circumstances in which we issue Class A common stock or equity-linked securities related to our initial business combination. Shares of Class B common stock are also convertible at the option of the holder at any time.

We ~~issued~~may ~~warrants~~issue toa ~~purchase~~substantial ~~15,812,500~~number of additional shares of common or preferred stock to complete our ~~Class~~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 asto ~~part~~redeem the warrants or upon conversion of the ~~units~~Class B ~~offered~~common bystock ~~our~~at ~~Initial~~a ~~Public~~ratio ~~Offering~~greater ~~prospectus~~than ~~and,~~one ~~simultaneously~~to ~~with~~one at the ~~closing~~time of our ~~Initial~~ ~~Public~~initial ~~Offering,~~business wecombination ~~issued~~as a result of the anti-dilution provisions contained in aour ~~private~~amended ~~placement~~and ~~warrants~~restated tocertificate ~~purchase~~of anincorporation. ~~aggregate~~However, our amended and restated certificate of 9incorporation provides,~~325~~ among other things,~~000~~ that prior to or in connection with our initial business combination, we may not issue additional shares of ~~Class~~capital Astock ~~common~~that ~~stock~~would atentitle ~~$11.50~~the ~~per~~holders ~~share.~~thereof ~~Our~~to (i) receive funds from the trust account or (ii) vote on any initial ~~stockholders~~business ~~currently~~combination. ~~own~~These anprovisions ~~aggregate~~of our amended and restated certificate of 7incorporation,~~906~~ like all provisions of our amended and restated certificate of incorporation,~~250~~ ~~founder~~may ~~shares~~be amended with the approval of our stockholders. ~~The founder~~However, ~~shares~~our ~~are~~officers ~~convertible~~and ~~into~~directors ~~shares~~have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of ~~Class~~incorporation (A) to ~~common~~modify ~~stock~~the onsubstance aor ~~one-for-one~~timing ~~basis,~~of ~~subject~~our obligation to ~~adjustment~~allow asredemption ~~set~~in ~~forth~~connection ~~herein.~~with Inour ~~addition,~~initial business combination or to redeem 100% of our public shares if we do not complete our ~~sponsor~~initial ~~makes~~business ~~any~~combination ~~working~~by ~~capital~~August 12, ~~loans~~2023, upor (B) with respect to ~~$2,000,000~~any ofother ~~such~~provision ~~loans~~relating ~~may~~to bestockholders’ ~~converted~~rights ~~into warrants~~or pre-initial business combination activity, atunless we provide our public stockholders with the ~~price~~opportunity ofto ~~$1.00~~redeem ~~per~~their ~~warrant~~shares atof ~~the~~common ~~option~~stock upon approval of ~~the~~any ~~lender.~~such ~~Such~~amendment ~~warrants~~at ~~would~~a beper-share ~~identical~~price, payable in cash, equal to the ~~private~~aggregate ~~placement~~amount ~~warrants~~then on deposit in the trust account, including asinterest to(which ~~exercise~~interest ~~price~~shall be net of taxes payable), ~~exercisability~~divided ~~and~~by ~~exercise~~the ~~period~~number of then outstanding public shares.

To35 the extent we issue shares of Class A common stock to effectuate an initial business combination, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants and conversion rights could make us a less attractive business combination 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 initial business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate an initial business combination or increase the cost of acquiring the target business.

TheTable private placement warrants are identical to the warrants sold as part of the units in our Initial Public Offering except that, so long as they are held by our sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they are entitled to registration rights.Contents

33The issuance of additional shares of common or preferred stock:

• ~~Table~~may significantly dilute the equity interest of ~~Contents~~ investors in our Initial Public Offering;

~~The~~• ~~grant~~may ofsubordinate ~~registration~~the rights toof ~~our~~holders ~~initial~~of ~~stockholders~~common ~~may~~stock ~~make~~if itpreferred ~~more~~stock ~~difficult~~is toissued ~~complete~~with ~~our initial business combination, and the future exercise of such~~ rights ~~may~~senior ~~adversely~~to ~~affect~~those ~~the~~afforded ~~market price of~~ our ~~Class A~~ common stock.;

~~Our~~• ~~initial~~could ~~stockholders~~cause ~~and~~a ~~their~~change ~~permitted transferees can demand that we register the shares~~ of ~~Class~~control Aif common stock into which our founder shares are convertible, the private placement warrants, the shares of Class A common stock issuable upon exercise of the private placement warrants held, or to be held, by them, and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A common stock issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a ~~significant~~substantial number of ~~securities~~shares ~~for trading in the public market may have an adverse effect on the market price~~ of our ~~Class A~~ common stock. Inare ~~addition~~issued, ~~the~~which ~~existence~~may ofaffect, ~~the~~among ~~registration~~other ~~rights~~things, ~~may make~~ our ~~initial~~ability ~~business combination more costly or difficult~~ to ~~conclude.~~use ~~This~~our isnet ~~because~~operating ~~the~~loss ~~stockholders~~carry offorwards, ~~the target~~if ~~business~~any, ~~may~~and ~~increase~~could ~~the~~result ~~equity stake they seek~~ in the ~~combined~~resignation ~~entity~~ or ~~ask~~removal ~~for more cash consideration to offset the negative impact on the market price~~ of our ~~Class~~present Aofficers ~~common~~and ~~stock~~directors; ~~that is expected when the securities owned by our initial stockholders or holders of working capital loans or their respective permitted transferees are registered.~~and

We• may ~~seek~~adversely ~~business~~affect ~~combination~~prevailing ~~opportunities~~market inprices ~~industries~~for orour ~~sectors~~units, ~~which~~Class ~~may~~A orcommon ~~may~~stock ~~not~~and/or ~~be outside of our management team’s area of expertise~~warrants.

~~Although~~We wemay ~~have~~only ~~and~~be ~~intend~~able to ~~continue~~complete toone ~~focus on identifying companies in the water, food & agriculture, and renewable energy sectors, we will consider an initial~~ business combination ~~outside~~ ofwith ~~our~~the ~~management~~proceeds ~~team’s area~~ of ~~expertise if an initial business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for~~ our ~~Company~~Initial orPublic weOffering ~~are unable to identify a suitable candidate in this sector after having expended a reasonable amount of time~~ and ~~effort in an attempt to do so. Although our management will endeavor to evaluate~~ the ~~risks~~sale ~~inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all~~ of the ~~significant~~private ~~risk~~placement ~~factors.~~warrants, Wewhich ~~also cannot assure you that an investment in our units~~ will ~~not~~cause ~~ultimately~~us ~~prove~~ to be ~~less~~solely ~~favorable~~dependent toon ~~our stockholders than~~ a ~~direct investment,~~single ~~if an opportunity were available, in an initial~~ business ~~combination~~that ~~candidate.~~may Inhave ~~the event we elect to pursue~~ a ~~business~~limited ~~combination~~number ~~outside~~ of ~~the~~services ~~areas of our management team’s expertise, our management team’s expertise may not be directly applicable to its evaluation or operation,~~ and ~~the~~limited ~~information~~operating ~~contained~~activities. inThis ~~this~~lack ~~Annual Report on Form 10-K regarding the areas~~ of ~~our~~diversification ~~management team’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management~~ may ~~not~~negatively beimpact ~~able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders who choose to remain stockholders following~~ our ~~initial~~operating ~~business~~results ~~combination~~and ~~could suffer a reduction in the value of their shares~~profitability. ~~Such stockholders are unlikely to have a remedy for such reduction in value.~~

AsWe ~~the~~may ~~number~~effectuate ofour ~~special~~initial ~~purpose~~business ~~acquisition~~combination ~~companies~~with ~~evaluating~~a ~~targets~~single ~~increases,~~target ~~attractive~~business ~~targets~~or ~~may~~multiple ~~become~~target ~~scarcer,~~businesses ~~and~~simultaneously ~~there~~or within a short period of time. However, we may not be able to effectuate our initial business combination with more ~~competition~~ ~~for~~than ~~attractive~~one ~~targets.~~target ~~This~~business ~~could~~because ~~increase~~of various factors, including the ~~cost~~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 ~~could~~regulatory ~~even~~developments. ~~result~~Further, inwe would not be able to diversify our ~~inability~~operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities that may have the resources to ~~find~~complete aseveral ~~target~~business combinations in different industries or different areas of a single industry. In addition, we intend to ~~consummate~~focus our search for an initial business combination in a single industry. Accordingly, the prospects for our success may be:

In• ~~recent~~solely ~~years,~~dependent upon the ~~number~~performance of ~~special~~a ~~purpose~~single ~~acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial~~ business ~~combination~~, ~~and~~property ~~there~~or ~~are still many special purpose acquisition companies preparing for an Initial Public Offering~~asset, ~~as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination.~~or

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

34This 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.

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

WeSection 404 ~~may~~of ~~seek~~the ~~business~~Sarbanes-Oxley ~~combination~~Act ~~opportunities~~requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a ~~financially~~large ~~unstable~~accelerated ~~business~~filer or an ~~entity~~accelerated ~~lacking~~filer, and no longer qualify as an ~~established~~emerging ~~record~~growth ofcompany, ~~revenue~~will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, ~~cash~~for ~~flow~~as ~~or earnings~~long as we remain an emerging growth company, ~~which~~we ~~could~~will ~~subject~~not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to ~~volatile~~other ~~revenues,~~public ~~cash~~companies ~~flows~~because ora ~~earnings~~target orcompany ~~difficulty~~with which we seek to complete our initial business combination may not be in ~~retaining~~compliance ~~key~~with ~~personnel~~the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

To36 the extent we complete our initial business combination with 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 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 of the significant risk factors, and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

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

~~Unless~~Our wewarrants ~~seek~~and tofounder ~~complete~~shares ~~our~~may ~~initial~~have business combination with a company that is affiliated with our sponsor, officers or directors, or our board cannot independently determine the fair market value of the target business or businesses, we, or a committee of independent directors, are not required to obtain an ~~opinion~~adverse ~~from~~effect an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to us from a financial point of view. If no opinion is obtained, our stockholders will be relying on the ~~judgment~~market ofprice ~~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~~Class A ~~materials~~common orstock ~~tender~~and ~~offer~~make ~~documents,~~it asmore ~~applicable,~~difficult ~~related~~ to effectuate our initial business combination.

We ~~may~~issued ~~attempt~~warrants to ~~simultaneously~~purchase ~~complete~~15,812,500 ~~business~~shares ~~combinations~~of ~~with~~our ~~multiple~~Class A ~~prospective~~common ~~targets~~stock as part of the units offered by our Initial Public Offering prospectus and, ~~which~~simultaneously ~~may~~with ~~hinder~~the closing of our ~~ability~~Initial Public Offering, we issued in a private placement warrants to ~~complete~~purchase ~~our~~an aggregate of 9,325,000 shares of Class A common stock at $11.50 per share. Our initial ~~business~~ ~~combination~~stockholders ~~and~~currently ~~give~~own ~~rise~~an aggregate of 7,906,250 founder shares. The founder shares are convertible into shares of Class A common stock on a one-for-one basis, subject to ~~increased~~adjustment ~~costs~~as ~~and~~set ~~risks~~forth ~~that~~herein. ~~could~~In ~~negatively~~addition, ~~impact~~if our ~~operations~~sponsor makes any working capital loans, up to $2,000,000 of such loans may be converted into warrants, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and ~~profitability~~exercise period.

IfTo the extent we ~~determine~~issue toshares ~~simultaneously~~of ~~acquire~~Class A ~~several~~common ~~businesses~~stock ~~that~~to ~~are~~effectuate ~~owned~~an byinitial ~~different~~business ~~sellers~~combination, wethe ~~will~~potential ~~need~~ for ~~each~~the issuance of ~~such~~a ~~sellers~~substantial tonumber ~~agree~~of ~~that~~additional ~~our~~shares ~~purchase~~ of ~~its~~Class A ~~business~~common isstock ~~contingent~~upon ~~on the~~exercise ~~simultaneous closings~~ of ~~the~~these ~~other~~warrants ~~business~~and ~~combinations,~~conversion ~~which~~rights ~~may~~could make ~~it more difficult for~~ us, ~~and~~a ~~delay~~less ~~our~~attractive ~~ability, to complete our initial~~ business combination. Wevehicle ~~do not, however, intend~~ to ~~purchase~~a ~~multiple~~target ~~businesses in unrelated industries in conjunction with our initial~~ business ~~combination~~. ~~With~~Any ~~multiple~~such ~~business~~issuance ~~combinations,~~will weincrease ~~could~~the ~~also~~number ~~face~~of ~~additional~~issued ~~risks, including additional burdens~~ and ~~costs~~outstanding ~~with~~shares ~~respect~~of toour ~~possible~~Class A ~~multiple~~common ~~negotiations~~stock and ~~due~~reduce ~~diligence investigations~~the ~~(if~~value ~~there~~of ~~are multiple sellers) and~~ the ~~additional~~shares ~~risks~~of ~~associated~~Class A ~~with~~common ~~the~~stock ~~subsequent~~issued ~~assimilation~~to ofcomplete the ~~operations~~initial ~~and~~business ~~services~~combination. orTherefore, ~~products~~our ofwarrants ~~the~~and ~~acquired~~founder ~~companies~~shares inmay amake ~~single~~it ~~operating~~more ~~business.~~difficult ~~If we are unable~~ to ~~adequately address~~effectuate ~~these~~an ~~risks,~~initial itbusiness ~~could~~combination ~~negatively~~or ~~impact~~increase ~~our~~the ~~profitability~~cost ~~and~~of ~~results~~acquiring ofthe ~~operations~~target business.

WeThe ~~may~~private ~~attempt~~placement warrants are identical to ~~complete~~the warrants sold as part of the units in our ~~initial~~Initial ~~business~~Public ~~combination~~Offering ~~with~~except athat, ~~private~~so ~~company~~long ~~about~~as ~~which~~they ~~little~~are ~~information~~held isby ~~available~~our sponsor or its permitted transferees, ~~which~~(i) they will not be redeemable by us, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may ~~result~~not, insubject an to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination, ~~with~~(iii) they amay ~~company~~be ~~that~~exercised isby ~~not~~the asholders ~~profitable~~on asa wecashless ~~suspected,~~basis ifand at(iv) they ~~all~~are entitled to registration rights.

InThe ~~pursuing~~grant ~~our~~of ~~initial~~registration ~~business~~rights ~~combination strategy, we may seek~~ to ~~effectuate~~ our initial ~~business~~stockholders ~~combination~~may ~~with~~make ait ~~privately~~more ~~held~~difficult ~~company. Very little public information generally exists about private companies, and we could be required~~ to ~~make~~complete our ~~decision on whether to pursue a potential~~ initial business combination, onand the ~~basis~~future exercise of ~~limited~~such ~~information,~~rights ~~which~~ may ~~result~~adversely inaffect anthe ~~initial~~market ~~business~~price ~~combination~~of ~~with~~our aClass A ~~company~~common ~~that is not as profitable as we suspected, if at all~~stock.

Our initial stockholders and their permitted transferees can demand that we register the shares of Class A common stock into which our founder shares are convertible, the private placement warrants, the shares of Class A common stock issuable upon exercise of the private placement warrants held, or to be held, by them, and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A common stock issuable upon exercise of such warrants. We dowill ~~not~~bear ~~have~~the acost ~~specified~~of ~~maximum~~registering ~~redemption~~these ~~threshold~~securities. The ~~absence~~registration and availability of such a ~~redemption~~significant ~~threshold~~number ~~may~~of ~~make~~securities itfor ~~possible~~trading ~~for~~in usthe topublic ~~complete~~market may have an adverse effect on the market price of our Class A common stock. In addition, the existence of the registration rights may make our initial business combination ~~with~~more ~~which~~costly aor ~~substantial~~difficult ~~majority~~to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the securities owned by our initial stockholders door ~~not~~holders ~~agree~~of working capital loans or their respective permitted transferees are registered.

3537

~~Our~~We ~~amended~~may ~~and~~seek restated certificate of incorporation will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination ~~and~~opportunities ~~after~~in ~~payment~~industries ~~of deferred underwriting commissions (such that we are not subject to the SEC’s “penny stock” rules)~~ or ~~any~~sectors ~~greater~~which ~~net tangible~~may ~~asset~~ or ~~cash requirement that~~ may benot ~~contained in the agreement relating to our initial business combination. As a result, we may~~ be ~~able~~outside ~~to complete our initial business combination even though a substantial majority~~ of our ~~public stockholders~~management doteam’s ~~not~~area ~~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 initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliatesexpertise. 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 initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial 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.

InAlthough ~~order~~we have and intend to ~~effectuate~~continue to focus on identifying companies in the water, food & agriculture, and renewable energy sectors, we will consider an initial business combination, ~~blank~~outside ~~check~~of ~~companies~~our ~~have,~~management team’s area of expertise if an initial business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our Company or we are unable to identify a suitable candidate in this sector after having expended a reasonable amount of time and effort in an attempt to do so. Although our management will endeavor to evaluate the ~~recent~~risks ~~past~~inherent in any particular business combination candidate, ~~amended~~we ~~various~~cannot ~~provisions~~assure ofyou ~~their~~that ~~charters~~we ~~and other~~will ~~governing~~adequately ~~instruments~~ascertain or assess all of the significant risk factors. We also cannot assure you that wean investment in our units will not ~~seek~~ultimately prove to ~~amend~~be less favorable to our ~~amended~~stockholders ~~and~~than ~~restated~~a ~~certificate~~direct investment, if an opportunity were available, in an initial business combination candidate. In the event we elect to pursue a business combination outside of ~~incorporation~~the areas of our management team’s expertise, our management team’s expertise may not be directly applicable to its evaluation or ~~governing~~operation, ~~instrument~~and the information contained in athis ~~manner~~Annual Report on Form 10-K regarding the areas of our management team’s expertise would not be relevant to an understanding of the business that ~~will~~we ~~make~~elect itto ~~easier~~acquire. ~~for~~As usa result, our management may not be able to ~~complete~~adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders who choose to remain stockholders following our initial business combination ~~that~~could ~~some~~suffer a reduction in the value of ~~our~~their shares. Such stockholders orare ~~warrant~~unlikely ~~holders~~to ~~may~~have ~~not~~a ~~support~~remedy for such reduction in value.

InAs ~~order~~the tonumber ~~effectuate~~of anspecial ~~initial~~purpose ~~business~~acquisition ~~combination, blank check~~ companies ~~have,~~evaluating intargets ~~the recent past~~increases, ~~amended~~attractive ~~various~~targets ~~provisions~~may ofbecome ~~their~~scarcer, ~~charters~~ and ~~governing~~there ~~instruments,~~may ~~including~~be ~~their warrant~~more ~~agreements.~~competition ~~For~~for ~~example,~~attractive ~~blank~~targets. ~~check~~This ~~companies~~could ~~have~~increase ~~amended~~ the ~~definition~~cost of ~~business~~our ~~combination, increased redemption thresholds and extended the time to consummate an~~ initial business combination. Weand ~~cannot~~could ~~assure~~even ~~you~~result ~~that~~in weour ~~will~~inability ~~not seek~~ to ~~amend~~find ~~our~~a ~~charter~~target or ~~governing instruments, including~~ to ~~extend the time to~~ consummate an initial business combination ~~in order to effectuate our initial business combination~~.

~~The~~In ~~provisions~~recent ofyears, ~~our~~the ~~amended~~number ~~and~~of ~~restated~~special ~~certificate~~purpose ofacquisition ~~incorporation~~companies that ~~relate~~have tobeen ~~our~~formed ~~pre-business~~has ~~combination~~increased ~~activity~~substantially. ~~(and~~Many ~~corresponding~~potential ~~provisions of~~targets ~~the~~for ~~agreement~~special ~~governing~~purpose ~~the~~acquisition ~~release~~companies ofhave ~~funds~~already ~~from~~entered ~~our~~into ~~trust account), including~~ an ~~amendment~~initial tobusiness ~~permit~~combination, usand tothere ~~withdraw~~are ~~funds~~still ~~from~~many ~~the~~special ~~trust~~purpose ~~account~~acquisition ~~such~~companies ~~that~~preparing ~~the~~for ~~per~~an ~~share~~Initial ~~amount~~Public ~~investors will receive upon any redemption or liquidation is substantially reduced or eliminated~~Offering, ~~may~~as bewell ~~amended~~as ~~with~~many ~~the~~such ~~approval~~companies ofcurrently ~~holders~~in ofregistration. ~~65%~~As ofa ~~our~~result, ~~common~~at ~~stock~~times, ~~which~~fewer isattractive atargets ~~lower amendment threshold than that of some other blank check companies. It~~ may be ~~easier~~available ~~for us, therefore,~~ to ~~amend~~consummate ~~our amended and restated certificate of incorporation and the trust agreement to facilitate the completion of~~ an initial business combination ~~that some of our stockholders may not support~~.

~~Our~~In ~~amended~~addition, ~~and~~because ~~restated~~there ~~certificate~~are ofmore ~~incorporation~~special ~~provides~~purpose ~~that~~acquisition ~~any~~companies ofseeking ~~its~~to ~~provisions~~enter ~~related~~into toan ~~pre-~~initial business combination ~~activity~~with ~~(including~~available ~~the~~targets, ~~requirement to deposit proceeds of our Initial Public Offering and~~ the ~~private~~competition ~~placement~~for ofavailable ~~warrants~~targets ~~into~~with ~~the~~attractive ~~trust~~fundamentals ~~account~~or ~~and~~business ~~not~~models ~~release~~may ~~such amounts except in specified circumstances~~increase, ~~and~~which tocould ~~provide~~cause ~~redemption~~target ~~rights~~companies to ~~public~~demand ~~stockholders~~improved asfinancial ~~described~~terms. ~~herein~~Attractive ~~and~~deals ~~including~~could toalso ~~permit us~~become toscarcer ~~withdraw~~for ~~funds~~other ~~from~~reasons, ~~the trust account~~ such ~~that~~as ~~the~~economic ~~per share amount investors will receive upon any redemption~~ or ~~liquidation~~industry issector ~~substantially~~downturns, ~~reduced~~geopolitical ~~or eliminated) may be amended if approved by holders of 65% of our common stock entitled to vote thereon~~tensions, ~~and~~or ~~corresponding~~increases ~~provisions~~in of the ~~trust~~cost ~~agreement governing the release~~ of ~~funds~~additional ~~from~~capital ~~our~~needed ~~trust~~to ~~account~~close ~~may~~business becombinations ~~amended~~or ifoperate ~~approved~~targets bypost-business ~~holders of 65% of our common stock entitled to vote thereon~~combination. InThis ~~all~~could ~~other~~increase ~~instances,~~the ~~our amended~~cost ~~and restated certificate~~ of ~~incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon~~, ~~subject~~delay toor ~~applicable~~otherwise ~~provisions~~complicate ~~of the DGCL~~ or ~~applicable~~frustrate ~~stock exchange rules. We may not issue additional securities that can vote on amendments to~~ our ~~amended~~ability ~~and restated certificate of incorporation. Our initial stockholders will participate in any vote~~ to ~~amend~~find ~~our amended~~ and ~~restated~~consummate ~~certificate~~an of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation that govern our pre-initial business combination ~~behavior more easily than some other blank check companies,~~ and ~~this~~ may ~~increase~~result in our ~~ability~~inability to ~~complete~~consummate an initial business combination ~~with~~on ~~which~~terms ~~you~~favorable doto ~~not agree. Our stockholders may pursue remedies against us for any breach of~~ our ~~amended~~investors ~~and restated certificate of incorporation~~altogether.

~~Our~~We ~~initial~~may ~~stockholders~~seek ~~have~~business ~~agreed,~~combination ~~pursuant~~opportunities towith a ~~written~~financially ~~agreement~~unstable with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business ~~combination~~ or toan ~~redeem~~entity ~~100%~~lacking ofan ~~our~~established ~~public~~record ~~shares if we do not complete our initial business combination within 24 months from the closing~~ of ~~our Initial~~revenue, ~~Public~~cash ~~Offering~~flow or ~~(ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity~~earnings, ~~unless~~which wecould ~~provide~~subject ~~our~~us ~~public stockholders with the opportunity~~ to ~~redeem~~volatile ~~their shares of Class A common stock upon approval of any such amendment at a per-share price~~revenues, ~~payable in~~ cash, ~~equal~~flows to the aggregate amount then on deposit in the trust account, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our initial stockholders. Our other stockholders are not parties to, or ~~third-party~~earnings ~~beneficiaries of, these agreements and will not have the ability to pursue remedies against our sponsor, officers~~ or ~~directors~~ ~~for~~difficulty ~~any breach of these agreements. As a result,~~ in ~~the~~retaining ~~event~~key ~~of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law~~personnel.

36To the extent we complete our initial business combination with 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 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 of the significant risk factors, and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

38 ~~Table of Contents~~

WeTable may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.Contents

We ~~have~~are not selected any specific business combination target but intend to target businesses larger than we could acquire with the net proceeds of our Initial Public Offering and the sale of the private placement warrants. As a result, we may be required to ~~seek~~obtain ~~additional~~an ~~financing~~opinion tofrom ~~complete~~an ~~such~~independent ~~proposed~~investment ~~initial~~banking ~~business~~firm combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or ~~abandon~~from ~~that particular business combination and seek~~ an ~~alternative target~~independent ~~business~~accounting ~~candidate. Further~~firm, the amount of additional financing we may be required to obtain could increase as a result of future growth capital needs for any particular transaction, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of public shares from stockholders who elect redemption in connection with our initial business combination and~~/or~~ ~~the terms of negotiated transactions to purchase public shares in connection with our initial business combination. If we do not complete our initial business combination~~consequently, ~~our~~you ~~public stockholders~~ may ~~receive~~have ~~only~~no ~~approximately~~assurance ~~$10.00~~from ~~per~~an ~~share~~independent ~~plus~~source ~~any~~that ~~pro rata interest earned on~~ the ~~funds~~price held in the trust account and not previously released to us to pay our franchise and income taxes on the liquidation of our trust account, and our warrants will expire worthless. In addition, even if we doare ~~not~~paying ~~need~~for ~~additional financing to complete our initial business combination, we may require such financing to fund~~ the ~~operations or growth of the target~~ business. ~~The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders~~ is ~~required~~fair to ~~provide any financing to~~ us infrom ~~connection~~a ~~with~~financial orpoint ~~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~~view. ~~Under certain circumstances our public stockholders may receive less than $10.00 per share upon the liquidation of the trust account.~~

AUnless ~~provision~~we ofseek to complete our ~~warrant~~initial ~~agreement~~business ~~may~~combination ~~make~~with ita ~~more~~company ~~difficult~~that ~~for~~is usaffiliated with our sponsor, officers or directors, or our board cannot independently determine the fair market value of the target business or businesses, we, or a committee of independent directors, are not required to ~~consummate~~obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to us from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

~~Unlike~~We ~~most~~may ~~blank~~attempt ~~check~~to ~~companies,~~simultaneously ifcomplete ~~(i) we~~business ~~issue~~combinations ~~additional shares of Class A common stock or equity-linked securities for capital-raising purposes in connection~~ with ~~the~~multiple ~~closing~~prospective of our initial business combination at a Newly Issued Price of less than $9.20 per share; (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceedstargets, ~~and~~which ~~interest~~may ~~thereon,~~hinder ~~available~~our ~~for~~ability ~~the~~to ~~funding~~complete of our initial business combination ~~on the date of the consummation of our initial business combination (net of redemptions);~~ and ~~(iii)~~give ~~the~~rise ~~Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted~~ to beincreased ~~equal~~costs ~~to 115% of the higher of the Market Value~~ and ~~the~~risks ~~Newly~~that ~~Issued~~could ~~Price,~~negatively ~~and~~impact ~~the $18.00~~our ~~per~~operations ~~share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value~~ and ~~the Newly Issued Price, and the $10~~profitability.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

~~Because~~If we ~~must~~determine ~~furnish~~to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our ~~stockholders~~purchase ~~with~~of ~~target~~its business ~~financial~~is ~~statements~~contingent on the simultaneous closings of the other business combinations, wewhich may ~~lose~~make ~~the~~it more difficult for us, and delay our ability, to complete anour ~~otherwise~~initial ~~advantageous~~business combination. We do not, however, intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with ~~some~~respect ~~prospective~~to ~~target~~possible ~~businesses~~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.

~~The~~We ~~federal~~may ~~proxy~~attempt ~~rules require that a proxy statement with respect~~ to acomplete ~~vote~~our ~~on an~~ initial business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We would include the same financial statement disclosure in connection with ~~any~~a ~~tender~~private ~~offer~~company ~~documents.~~about ~~These~~which ~~financial~~little ~~statements~~information ~~may~~is ~~be required to be prepared in accordance with~~available, orwhich ~~be reconciled~~may ~~to,~~result ~~accounting principles generally accepted~~ in ~~the~~an ~~United~~initial ~~States~~business ofcombination ~~America,~~with ora ~~GAAP,~~company orthat ~~international~~is ~~financial~~not ~~reporting~~as ~~standards~~profitable as ~~issued~~we ~~by the International Accounting Standards Board~~suspected, orif ~~IFRS,~~at 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 PCAOBall. 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 statements in accordance with federal proxy or tender offer rules and complete our initial business combination within the prescribed timeframe.

37In pursuing our initial business combination strategy, we may seek to effectuate 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 an initial business combination with a company that is not as profitable as we suspected, if at all.

We ~~Table~~do not have a specified maximum redemption threshold. The absence of ~~Contents~~ such a redemption threshold may make it possible for us to complete an initial business combination with which a substantial majority of our stockholders do not agree.

~~Risks~~Our ~~Relating~~amended and restated certificate of incorporation will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions (such that we are not subject to the ~~Post-Business~~SEC’s ~~Combination~~“penny ~~Company~~stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of 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 initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or 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 initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial 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.

~~Any~~39 ~~stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their securities.~~

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

~~Our~~In ~~management~~order ~~may~~to ~~not~~effectuate bean ~~able~~initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments. We cannot assure you that we will not seek to ~~maintain~~amend ~~control~~our amended and restated certificate of incorporation or governing instrument in a ~~target~~manner ~~business~~that ~~after~~will make it easier for us to complete our initial business combination that some of our stockholders or warrant holders may not support.

WeIn ~~may~~order ~~structure~~to effectuate an initial business combination, soblank ~~that~~check ~~the~~companies ~~post-transaction~~have, ~~company~~ in ~~which our public stockholders own shares will own less than 100% of~~ the ~~equity~~recent ~~interests or assets of a target business~~past, ~~but~~amended wevarious ~~will~~provisions ~~only complete such business combination if the post-transaction company owns or acquires 50% or more~~ of ~~the~~their ~~outstanding~~charters ~~voting~~and ~~securities~~governing ofinstruments, ~~the~~including ~~target~~their orwarrant ~~otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act~~agreements. WeFor ~~will~~example, ~~not~~blank ~~consider~~check ~~any~~companies ~~transaction~~have ~~that~~amended ~~does not meet such criteria. Even if~~ the ~~post-transaction~~definition ~~company owns 50% or more~~ of ~~the voting securities of the target, our stockholders prior to the initial~~ business combination, ~~may~~increased ~~collectively~~redemption ~~own~~thresholds aand ~~minority~~extended ~~interest in~~ the ~~post~~time ~~business combination company, depending on valuations ascribed~~ to ~~the~~consummate ~~target~~an ~~and us in the~~ initial business combination. ~~For~~We ~~example,~~cannot weassure ~~could~~you ~~pursue~~that ~~a transaction in which~~ we ~~issue~~will anot ~~substantial~~seek number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to ~~such~~amend ~~transaction could own less than a majority of~~ our ~~outstanding~~charter ~~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~~governing ~~obtaining a larger share of the Company’s stock than we initially acquired. Accordingly~~instruments, ~~this~~including ~~may make it more likely that our management will not be able~~ to ~~maintain~~extend ~~our control of~~ the ~~target~~time ~~business.~~to Weconsummate ~~cannot~~an ~~provide~~initial ~~assurance that, upon loss of control of a target~~ business, ~~new~~combination ~~management~~in ~~will~~order ~~possess the skills, qualifications or abilities necessary~~ to ~~profitably~~effectuate ~~operate~~our ~~such~~initial business combination.

~~Although~~The weprovisions ~~have~~of ~~identified~~our ~~general~~amended ~~criteria~~ and ~~guidelines~~restated certificate of incorporation that werelate ~~believe~~to ~~are~~our ~~important~~pre-business incombination ~~evaluating~~activity ~~prospective~~(and ~~target~~corresponding ~~businesses~~provisions of the agreement governing the release of funds from our trust account), weincluding an amendment to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated, may ~~enter~~be ~~into~~amended with the approval of holders of 65% of our ~~initial~~ ~~business~~common ~~combination~~stock, ~~with~~which is a ~~target~~lower amendment threshold than that ~~does~~of ~~not~~some ~~meet~~other ~~such~~blank ~~criteria~~check ~~and~~companies. ~~guidelines~~It may be easier for us, therefore, to amend our amended and asrestated acertificate ~~result,~~of incorporation and the ~~target~~trust ~~business~~agreement ~~with~~to ~~which~~facilitate wethe ~~enter~~completion ~~into~~of ~~our~~an initial business combination ~~may~~that ~~not~~some ~~have~~of ~~attributes consistent with~~ our ~~general criteria~~stockholders ~~and~~may ~~guidelines~~not support.

38Our amended and restated certificate of incorporation provides that any of its provisions related to pre-initial business combination activity (including the requirement to deposit proceeds of our Initial Public Offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein and including to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. We may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation. Our initial stockholders will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation that govern our pre-initial business combination behavior more easily than some other blank check companies, and this may increase our ability to complete an initial business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

Our ~~Table~~initial stockholders have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of ~~Contents~~ incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by August 12, 2023 or (ii) 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 shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our initial stockholders. Our other stockholders are not parties to, or third-party beneficiaries of, these agreements and will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

~~Although~~40 we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder 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 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 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 below.

WeTable mayof face risks related to water, food & agriculture, and renewable energy sector companies.Contents

~~Business~~We ~~combinations~~may ~~with~~be ~~companies~~unable into ~~the~~obtain ~~water,~~additional ~~food~~financing &to ~~agriculture,~~complete ~~and~~our ~~renewable~~initial ~~energy~~business ~~industries~~combination ~~entail~~or ~~certain~~to ~~risks.~~fund Ifthe weoperations ~~are~~and ~~successful~~growth inof ~~completing~~ a ~~business combination with any such~~ target business, wewhich ~~may~~could becompel ~~subject~~us to, ~~and~~restructure ~~possibly~~or ~~adversely~~abandon ~~affected~~a ~~by,~~particular ~~the~~business ~~following~~combination. ~~risks:~~

•We ~~governmental~~have not selected any specific business combination target but intend to target businesses larger than we could acquire with the net proceeds of our Initial Public Offering and the sale of the private placement warrants. As a result, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or ~~regulatory~~abandon ~~actions~~that ~~relating~~particular business combination and seek an alternative target business candidate. Further, the amount of additional financing we may be required to ~~water~~obtain ~~rights~~could increase as a result of future growth capital needs for any particular transaction, ~~water~~the ~~quality~~depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of public shares from stockholders who elect redemption in connection with our initial business combination and/or ~~infrastructure~~the terms of negotiated transactions to purchase public shares in connection with our initial business combination. If we do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes on the liquidation of our trust account, and our warrants will expire worthless. In addition, even if ~~well~~we ~~intentioned;~~do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders 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. Under certain circumstances our public stockholders may receive less than $10.00 per share upon the liquidation of the trust account.

•A ~~our~~provision ~~inability~~of toour ~~comply~~warrant ~~with~~agreement ~~governmental~~may ~~regulations~~make ~~and~~it ~~policies~~more ~~concerning~~difficult ~~renewable energy, such as energy development, electricity pricing and the process~~ for ~~interconnecting~~us ~~electricity generation, or~~ to ~~obtain~~consummate ~~governmental~~an ~~approval~~initial ~~for our products and/or~~ business ~~operations;~~combination.

•Unlike ~~governmental~~most blank check companies, if (i) we issue additional shares of Class A common stock or ~~regulatory~~equity-linked ~~actions~~securities ~~which,~~for ~~among~~capital-raising ~~other~~purposes ~~things~~in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share; (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, ~~establish~~and ~~standards~~interest thereon, available for the ~~treatment,~~funding ~~storage~~of ~~and~~our ~~disposal~~initial business combination on the date of ~~solid~~the consummation of our initial business combination (net of redemptions); and ~~hazardous~~(iii) the ~~waste~~Market Value is below $9.20 per share, ~~could~~then ~~subject~~the usexercise price of the warrants will be adjusted to ~~responsibility~~be equal to 115% of the higher of the Market Value and ~~liability~~the ~~for~~Newly Issued Price, and the ~~cost~~$18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of ~~removal~~the orhigher ~~remediation~~of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of ~~hazardous~~the ~~substances;~~Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

•Because ~~changes~~we tomust ~~labor~~furnish ~~regulations~~our ~~concerning~~stockholders ~~minimum~~with ~~wages~~target ~~and~~business ~~minimum~~financial ~~and~~statements, ~~maximum~~we ~~work~~may ~~hours~~lose orthe ~~restricting~~ability ~~the~~to ~~hiring~~complete ofan ~~illegal~~otherwise ~~immigrants;~~advantageous initial business combination with some prospective target businesses.

•The ~~negative~~federal ~~consumer~~proxy ~~beliefs~~rules ~~about~~require ~~the~~that ~~use~~a ofproxy ~~biomass,~~statement ~~including~~with ~~that~~respect itto isa vote on an initial business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We would include the ~~reason~~same ~~for~~financial ~~increases~~statement disclosure in ~~food~~connection ~~prices~~with any tender offer documents. These financial statements may be required to be prepared in accordance with, ~~leads~~or be reconciled to, ~~air~~accounting ~~pollution~~principles generally accepted in the United States of America, ~~harms~~or ~~car~~GAAP, ~~and~~or ~~truck~~international ~~engines~~financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and ~~uses~~the ~~more~~historical ~~fossil~~financial ~~fuel~~statements ~~than~~may be required to be audited in accordance with the ~~amount~~standards of ~~energy~~the itPublic ~~produces;~~Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy or tender offer rules and complete our initial business combination within the prescribed timeframe.

•41 changes in demographics that impact water demands, public policies that may be negative toward investment in water resources, water resources market conditions or inability to obtain or maintain sufficient water supply;

•Table agriculturalof crops are vulnerable to crop disease, pests, and adverse weather conditions, and, because agricultural crops are perishable, unfavorable growing conditions can reduce both crop size and crop quality;Contents

•Unstable ~~negative~~market ~~impacts~~and ofeconomic ~~climate~~conditions ~~change,~~may ~~including~~have anserious ~~increased~~adverse ~~risk~~consequences ofon ~~flooding, degradation in~~ the ~~quality~~Company’s ~~of groundwater aquifers~~business, ~~and~~financial ~~expansion~~condition ~~of agricultural weed~~ and ~~pest~~share ~~populations;~~price.

•The global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates and uncertainty about economic stability. For example, the ~~failure~~COVID-19 pandemic resulted in widespread unemployment, economic slowdown and extreme volatility in the capital markets. Similarly, Russia’s ongoing incursion of ~~food~~Ukraine has created extreme volatility in the global capital markets and ~~agriculture~~is ~~quality~~expected ~~control~~to ~~procedures~~have ~~could~~further ~~cause~~global ~~losses~~economic ~~from~~consequences, ~~liability~~including disruptions of the global supply chain and energy markets. Any such volatility and disruptions may have adverse consequences on the Company or the third parties on whom it relies. If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary debt or equity financing in connection with the initial business combination more difficult to ~~harmed~~obtain ~~persons~~in a timely manner or on favorable terms, more costly or more dilutive. Increased inflation rates can adversely affect the Company by increasing its costs. Any significant increases in inflation and ~~negatively~~related ~~impact~~increase ~~consumer~~in ~~perception;~~interest rates could have a material adverse effect on the Company’s business, results of operations and financial condition.

•Adverse ~~price~~developments ~~fluctuations~~affecting ~~resulting~~the ~~from~~financial ~~recessions~~services industry, ~~adverse~~such ~~weather~~as ~~conditions,~~actual ~~natural~~events ~~disasters~~or concerns involving liquidity, ~~political~~defaults ~~domestic~~or ~~and~~non-performance ~~foreign~~by ~~trade~~financial institutions or transactional counterparties, ~~changes~~could inadversely ~~supply~~affect our current and ~~demand~~projected business operations and ~~other~~financial ~~factors;~~condition and results of operations.

•Events ~~difficulty~~involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in ~~establishing~~the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and ~~implementing~~may in the future lead to market-wide liquidity problems. Most recently, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. Although a ~~commercial~~statement by the Department of the Treasury, the Federal Reserve and ~~operational~~the ~~approach~~FDIC ~~adequate~~indicated that all depositors of SVB would have access to ~~address~~all ~~the~~of ~~specific~~their ~~needs~~money after only one business day of closure, including funds held in uninsured deposit accounts, borrowers under credit agreements, letters of credit and certain other financial instruments with SVB, Signature Bank or any other financial institution that is placed into receivership by the ~~markets~~FDIC wemay ~~are~~be ~~pursuing;~~unable to access undrawn amounts thereunder.

•Although ~~legal~~we ~~claims~~regularly ~~arising~~assess ~~with~~our ~~respect~~banking torelationships ~~any~~and ~~project~~the ~~having~~location ~~undisclosed~~of the assets held in the trust account as we believe necessary or ~~unknown~~appropriate, ~~environmental~~our ~~problems~~access to funding sources and other credit arrangements could be significantly impaired by factors that affect the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to ~~which~~perform ~~inadequate~~obligations ~~reserves~~under ~~have~~various ~~been~~types ~~established;~~of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry.

•Changes ~~need~~in ~~for~~laws ~~substantial~~or ~~investments~~regulations ~~for~~or ~~infrastructure~~how ~~changes~~such ~~necessary~~laws ~~for~~or ~~growth~~regulations are interpreted or applied, ~~such~~or asa ~~additional~~failure ~~rail~~to ~~and~~comply ~~trucking~~with ~~capacity~~any laws or regulations, ~~additional~~may ~~storage~~adversely ~~facilities~~affect our business, ~~advancement~~including ofour ~~technologies~~ability to negotiate and ~~updates~~complete toour ~~the~~initial ~~electric~~business ~~grid;~~combination, and results of operations.

39On March 30, 2022, the SEC issued proposed rules relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances under which we could complete an initial business combination.

A ~~Table~~new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of ~~Contents~~ our shares.

•On August 16, 2022, the ~~viability~~Inflation ~~and~~Reduction ~~continued~~Act ~~growth~~of in2022 ~~demand~~(the “IRA”) was signed into federal law. The IRA provides for, ~~renewable~~among ~~energy~~other ~~may~~things, bea ~~impacted~~new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by ~~many~~publicly ~~factors~~traded ~~outside~~domestic (i.e., U.S.) corporations and certain domestic subsidiaries of ~~our~~publicly ~~control~~traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, ~~including~~not ~~competition~~its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market ~~acceptance~~value of ~~renewable~~certain ~~energy~~new ~~systems~~stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, ~~availability~~certain ~~and~~exceptions ~~amount~~apply to the excise tax. The U.S. Department of ~~government~~the ~~subsidies~~Treasury (the “Treasury”) has been given authority to provide regulations and ~~incentives~~other guidance to carry out, and ~~prices~~prevent the abuse or avoidance of ~~traditional~~the ~~utility-provided~~excise ~~energy~~tax. ~~sources~~IRS and Treasury have issued a notice of an intention to issue proposed regulations (the “Notice”); the Notice also provides interim guidance on which taxpayers can rely until issuance of the proposed regulations.

•The ~~difficulty~~IRA excise tax applies only to repurchases that occur after December 31, 2022. It is uncertain whether, and/or to what extent, the excise tax could apply to any redemptions of our public shares after December 31, 2022, including any redemptions in ~~competing~~connection ~~against~~with ~~established~~initial ~~companies~~business ~~who~~combination or extension requests, or exchanges of stock pursuant to an acquisitive reorganization (i.e., pursuant to the initial business combination or otherwise). Nevertheless, under the Notice, it appears that distributions pursuant to a complete liquidation of the Company (e.g., in the event we do not consummate an initial business combination) generally are not subject to this 1% excise tax, and other redemptions or repurchases of stock made during the same taxable year as the taxable year the Company completely liquidates and dissolves also would be exempt. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension request or otherwise may ~~have~~be ~~greater~~subject ~~financial~~to ~~resources~~the excise tax. Whether and/ to what extent we would be subject to the excise tax in connection with a business combination or otherwise would depend on a ~~more~~number ~~effective~~of factors, including (i) the fair market value of the stock subject to redemptions and repurchases or ~~established~~exchanged ~~localized~~in an acquisitive reorganization in connection with the business ~~presence;~~combination, (ii the structure of the business combination, (iii) the nature and amount of any private investment in public equity or other equity issuances in connection with the business combination (or otherwise issued not in connection with the business combination but issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete a business combination, and might affect the structure chosen for a business combination and any potential financing in connection with the business combination.

•42 the possibility of applying an ineffective commercial approach to targeted markets, including product offerings that may not meet market needs with respect to their environmental or non-environmental attributes;

•Table anof inability to build strong brand identity, environmental credibility or reputation for exceptional customer satisfaction and service;Contents

•We ~~difficulty~~may be deemed a “foreign person” under the regulations relating to the Committee on Foreign Investment in ~~timely~~the ~~identifying,~~United ~~attracting,~~States ~~training~~(“CFIUS”), and ~~retaining~~our ~~qualified~~failure ~~sales,~~to ~~technical,~~obtain ~~and~~any ~~other~~required ~~personnel;~~approvals ~~and~~within the requisite time period may require us to liquidate.

•CFIUS ~~any~~has ~~significant~~authority ~~disruption~~to inreview ~~our~~direct ~~computer systems~~ or ~~those~~indirect ofinvestments ~~third~~by ~~parties~~foreign ~~that~~persons ~~we would utilize~~ in ~~our~~U.S. operations, including disruptions or failure of our networks, systems or technology as a result of computer viruses, “cyber attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar eventsbusinesses.

~~Any~~Under of the ~~foregoing~~CFIUS ~~could~~regulations, ~~have~~foreign aninvestors ~~adverse~~may ~~impact~~be onrequired ~~our~~to ~~operations~~make ~~following~~mandatory afilings ~~business~~and ~~combination~~pay filing fees related to such filings. ~~However~~Also, ~~our~~CFIUS ~~efforts~~has inthe ~~identifying~~authority ~~prospective~~to ~~target~~self-initiate national security reviews of foreign direct and indirect investments in U.S. businesses ~~will~~if bethe ~~focused~~parties ~~on,~~to ~~but~~that investment choose not to file voluntarily or at the request of CFIUS. If CFIUS determines an investment to be ~~limited~~a threat to ~~the~~national ~~water~~security, ~~food~~CFIUS &has ~~agriculture~~the ~~and~~power ~~renewable~~to ~~energy~~block ~~sectors~~or impose mitigation measures on the investment. ~~Accordingly~~Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, ifamong weother ~~acquire~~factors, athe ~~target~~nature ~~business~~and instructure ~~another~~of ~~industry~~the transaction, ~~these~~including ~~risks~~the ~~will~~level ~~likely~~of ~~not~~beneficial ~~affect~~ownership usinterest and wethe ~~will~~nature beof any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign person always are subject to ~~other~~CFIUS ~~risks~~jurisdiction. ~~attendant~~Certain ~~with~~investments ~~the~~that ~~specific industry~~do not result in ~~which~~control weof ~~operate~~a U.S. business by a foreign person but afford foreign investors certain information or ~~target~~governance rights in a U.S. business ~~which~~involved wein ~~acquire~~activities relating to “critical technologies,” ~~none~~“critical infrastructure” or “sensitive personal data” also are within the jurisdiction of ~~which~~CFIUS. ~~can~~The Company may also be ~~presently~~subject ~~ascertained~~to review by other U.S. government entities.

AsOur sponsor is a ~~public~~Delaware ~~benefit~~limited ~~corporation~~liability company. The sponsor is controlled by RRG Global Partners Fund, ~~our~~LP, ~~duty~~a toCayman ~~balance~~Islands exempted limited partnership (“RRG”), and Sustainable Investors Fund, LP, a ~~variety~~Delaware limited partnership (“Capricorn”). The sponsor currently owns 7,831,250 shares of ~~interests~~our Class B common stock and 9,325,000 Private Placement Warrants. The co-managers of the sponsor, RRG and Capricorn, by virtue of their shared control over our sponsor, may ~~result~~be indeemed ~~actions~~to ~~that~~beneficially doown ~~not~~the ~~maximize~~Class B ~~stockholder~~common ~~value~~stock and Private Placement Warrants held by our sponsor.

AsCertain ainvestors ~~public~~in ~~benefit~~each ~~corporation,~~of ~~our~~the ~~board~~co-managers of ~~directors~~the ~~has~~sponsor aare ~~duty~~feeder tofunds ~~balance~~in ~~(i)~~which ~~the~~foreign ~~pecuniary~~persons ~~interest~~hold oflimited ~~our~~partner ~~stockholders, (ii) the best~~ interests. ofAlthough ~~those~~CFIUS ~~materially~~has ~~affected~~significant bydiscretion ~~our~~to ~~conduct~~determine ~~and (iii)~~whether ~~specific~~a ~~public~~party ~~benefits~~is ~~identified~~controlled inby ~~our~~a ~~charter~~foreign ~~documents.~~person ~~While~~and wethus ~~believe~~deemed ~~our~~to ~~public~~be ~~benefit~~a ~~designation~~“foreign ~~and~~person” ~~obligation~~for ~~will~~CFIUS ~~benefit our stockholders~~purposes, inbased ~~balancing~~on ~~these~~the ~~interests,~~structure ~~our board~~ of ~~directors~~those ~~may~~investments, ~~take~~we ~~actions that~~ do not ~~maximize~~ ~~stockholder~~believe ~~value.~~that ~~Any~~the ~~benefits~~sponsor toor ~~stockholders~~either ~~resulting~~of ~~from~~the ~~our~~co-managers ~~public~~of ~~benefit~~the ~~purposes~~sponsor ~~may~~would ~~not~~be ~~materialize~~considered ~~within~~to ~~the~~be ~~timeframe~~under wethe ~~expect~~control orof ata ~~all~~foreign ~~and~~person ~~may~~or ~~have~~that ~~negative~~they ~~effects.~~would Weotherwise ~~may~~ be ~~unable~~considered ora ~~slow~~“foreign toperson” ~~realize~~for ~~the~~CFIUS ~~benefits~~purposes. ~~we expect~~However, ~~from~~if ~~actions~~CFIUS ~~taken~~were to ~~benefit~~review ~~our~~the ~~stakeholders~~investment structure, ~~including~~it ~~farmers~~is ~~and~~possible ~~local~~that ~~communities,~~it ~~which~~may ~~could~~take ~~adversely~~a ~~affect~~different ~~our~~view ~~business, financial condition~~ and ~~results~~assert ofjurisdiction ~~operations,~~over ~~which~~certain ininvestments ~~turn~~of ~~could~~the ~~cause our stock price to decline~~sponsor.

AsShould aCFIUS ~~public~~reach ~~benefit~~such ~~corporation~~a conclusion, it is possible that a business combination with a U.S. business or foreign business with U.S. subsidiaries or operations that we may wish to pursue may be subject to ~~increased~~CFIUS ~~derivative~~review ~~litigation~~or ~~concerning~~other regulatory review, depending on the Company’s ultimate share ownership following the business combination and other factors. Although we may pursue our ~~duty~~initial business combination in any business, industry or geographic location, we are currently focused on opportunities that capitalize on the expertise and ability of our team to ~~balance~~identify, ~~stockholder~~acquire and ~~public~~operate ~~benefit interests~~a business that helps to address the global challenges identified by the UN SDGs, which include, but are not limited to, companies in the ~~occurrence~~water, offood & agriculture, renewable energy, and environmental resource management sectors, as well as supporting technologies, in the United States and other developed countries. Therefore, targets with which the Company may ~~have~~pursue ana ~~adverse~~business ~~impact~~combination oncould ~~our~~include ~~financial~~U.S. ~~condition~~businesses ~~and~~or ~~results~~companies ofin developed countries that have subsidiaries or operations in the United States.

AsIf a ~~Delaware~~particular ~~public~~proposed ~~benefit~~business ~~corporation,~~combination ~~our~~falls ~~stockholders~~within ~~(if~~CFIUS’s ~~they~~jurisdiction, ~~individually~~we ormay ~~collectively,~~determine ~~own~~that atwe ~~least~~are 2%required ofto ~~our~~make ~~outstanding~~a ~~capital~~mandatory ~~stock~~filing or ~~shares~~that ~~having~~we atwill ~~least~~submit $2to ~~million~~CFIUS inreview ~~market value~~on ~~(whichever~~a isvoluntary ~~less))~~basis, ~~are~~or ~~entitled~~we may determine to ~~file~~proceed awith ~~derivative~~the ~~lawsuit~~transaction ~~claiming~~without ~~that~~submitting ~~our~~to ~~directors~~CFIUS ~~failed~~and torisk ~~balance~~CFIUS ~~stockholder~~intervention, ~~and~~before ~~public~~or ~~benefit~~after ~~interests~~closing the transaction. ~~This~~CFIUS ~~potential~~may ~~liability~~decide ~~does~~to ~~not~~modify ~~exist~~or ~~for~~delay ~~traditional~~our ~~corporations.~~proposed ~~Therefore~~business combination, weimpose ~~may~~conditions ~~be subject~~with respect to such business combination, request the ~~possibility~~President of ~~increased~~the ~~derivative~~United ~~litigation,~~States ~~which~~to ~~would~~order ~~require~~us to divest all or a portion of the ~~attention~~U.S. target business of ~~management~~our ~~and,~~business ascombination athat ~~result,~~we ~~may~~acquired ~~adversely~~without ~~impact~~first ~~management’s~~obtaining ~~ability~~CFIUS toapproval, ~~effectively~~or ~~execute~~prohibit ~~our~~the ~~strategy~~business combination entirely. ~~Any~~Accordingly, ~~such~~the ~~derivative~~pool ~~litigation~~of potential targets with which the proposed business combination can occur may be ~~costly~~ ~~and~~limited. ~~have~~These anrisks ~~adverse~~may ~~impact~~delay onor prevent us from pursuing our ~~financial~~initial ~~condition~~business ~~and~~combination ~~results~~with ofcertain ~~operations~~target companies that we believe would otherwise be attractive to us and our shareholders.

~~Risks~~The ~~Associated~~process ~~with~~of ~~Acquiring~~government review or a decision to delay or prohibit the transaction, whether by CFIUS or otherwise, could be lengthy, and ~~Operating~~we have limited time to complete our business combination. If we are unable to consummate our business combination within the applicable time period required under the Company’s amended and restated memorandum and articles of association, we will be required to wind up, redeem and liquidate. In such event, our shareholders will miss the opportunity to benefit from an investment in a ~~Business~~target company and the appreciation in ~~Foreign~~value ~~Countries~~of such investment through a business combination. In addition, our warrants would expire which would result in a loss to warrant holders.

If43 we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.

IfTable we effect 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:Contents

40Risks Relating to the Post-Business Combination Company

Any ~~Table~~stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of ~~Contents~~ their securities.

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

•Our ~~rules~~management ~~and~~may ~~regulations~~not ~~regarding~~be ~~currency~~able ~~redemption;~~to maintain control of a target business after our initial business combination.

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

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

•Table tariffsof and trade barriers;Contents

•Although ~~regulations~~we ~~related~~have toidentified ~~customs~~general criteria and ~~import/export~~guidelines ~~matters;~~that we believe are important in evaluating prospective target businesses, 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 consistent with our general criteria and guidelines.

•Although ~~longer~~we ~~payment~~have ~~cycles~~identified general criteria and ~~challenges~~guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder 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 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 on the redemption of their shares. See “If third parties bring claims against us, the proceeds held in ~~collecting~~the ~~accounts~~trust ~~receivable;~~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.

•We ~~tax~~may ~~issues,~~face ~~including~~risks ~~but~~related ~~not limited~~ to ~~tax~~water, ~~law~~food & ~~changes~~agriculture, and ~~variations~~renewable inenergy ~~tax~~sector ~~laws~~companies. ~~as compared to the United States;~~

•Business ~~currency~~combinations ~~fluctuations~~with companies in the water, food & agriculture, and ~~exchange~~renewable ~~controls;~~energy industries entail certain risks. If we are successful in completing a business combination with any such target business, we may be subject to, and possibly adversely affected by, the following risks:

• ~~rates~~governmental ofor ~~inflation~~regulatory actions relating to water rights, water quality or infrastructure, even if well intentioned;

• ~~cultural~~our inability to comply with governmental regulations and ~~language~~policies ~~differences~~concerning renewable energy, such as energy development, electricity pricing and the process for interconnecting electricity generation, or to obtain governmental approval for our products and/or business operations;

• ~~employment~~governmental ~~regulations~~or regulatory actions which, among other things, establish standards for the treatment, storage and disposal of solid and hazardous waste, could subject us to responsibility and liability for the cost of removal or remediation of hazardous substances;

• ~~data~~changes ~~privacy~~to labor regulations concerning minimum wages and minimum and maximum work hours or restricting the hiring of illegal immigrants;

• ~~changes~~negative consumer beliefs about the use of biomass, including that it is the reason for increases in ~~industry~~food prices, ~~regulatory~~leads orto ~~environmental~~air ~~standards~~pollution, ~~within~~harms car and truck engines, and uses more fossil fuel than the ~~jurisdictions~~amount ~~where~~of weenergy ~~operate~~it produces;

• changes in demographics that impact water demands, public ~~health~~policies orthat ~~safety~~may ~~concerns~~be ~~and~~negative ~~governmental~~toward ~~restrictions~~investment in water resources, ~~including~~water ~~those~~resources ~~caused~~market byconditions ~~outbreaks~~or ofinability ~~pandemic~~to ~~disease~~obtain ~~such~~or asmaintain ~~the~~sufficient ~~COVID-19~~water ~~pandemic~~supply;

• ~~crime,~~agricultural ~~strikes~~crops are vulnerable to crop disease, ~~riots~~pests, ~~civil~~and ~~disturbances~~adverse weather conditions, ~~terrorist~~and, ~~attacks~~because agricultural crops are perishable, ~~natural~~unfavorable ~~disasters~~growing conditions can reduce both crop size and ~~wars~~crop quality;

• ~~deterioration~~negative impacts of ~~political~~climate ~~relations~~change, ~~with~~including an increased risk of flooding, degradation in the ~~United~~quality ~~States;~~of groundwater aquifers, and expansion of agricultural weed and pest populations;

• ~~government~~the ~~appropriations~~failure of ~~assets.~~food and agriculture quality control procedures could cause losses from liability to harmed persons, and negatively impact consumer perception;

We45 may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.

TheTable currentof conflict between Ukraine and Russia has caused unstable market and economic conditions and is expected to have additional global consequences.Contents

~~The~~• ~~credit~~price ~~and~~fluctuations ~~financial~~resulting ~~markets~~from ~~have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences~~recessions, ~~including~~adverse ~~but~~weather ~~not limited to the possibility of severely diminished liquidity and credit availability~~conditions, ~~declines~~natural ~~in consumer confidence~~disasters, ~~declines in economic growth, increases in inflation rates and uncertainty about economic and~~ political ~~stability.~~domestic ~~In addition, the United States~~ and ~~other~~foreign ~~countries have imposed sanctions on Russia~~trade, ~~which~~changes ~~increases~~in ~~the~~supply ~~risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure~~ and ~~businesses.~~demand ~~Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations~~ and ~~the~~other ~~price of our Class A common stock to be adversely affected.~~factors;

~~Risks~~• ~~Relating~~difficulty in establishing and implementing a commercial and operational approach adequate to ~~our~~address ~~Management~~the ~~Team~~specific needs of the markets we are pursuing;

~~Certain~~• oflegal ~~our~~claims ~~officers~~arising ~~and directors are now, and all of them may in the future become, affiliated~~ with ~~entities~~respect ~~engaged in business activities similar~~ to ~~those~~ ~~intended~~any toproject behaving ~~conducted~~undisclosed byor usunknown ~~and,~~environmental ~~accordingly,~~problems ~~may~~or ~~have~~as ~~conflicts of interest in allocating their time and determining~~ to which ~~entity~~inadequate areserves ~~particular~~have ~~business~~been ~~opportunity should be presented.~~established;

~~Until~~• weneed ~~consummate~~for ~~our~~substantial ~~initial~~investments ~~business~~for ~~combination,~~infrastructure wechanges ~~will~~necessary ~~continue~~for togrowth, ~~engage~~such inas ~~the~~additional ~~business~~rail ~~of identifying~~ and ~~combining~~trucking ~~with~~capacity, ~~one~~additional orstorage ~~more~~facilities, ~~businesses.~~advancement ~~Our~~of ~~officers~~technologies and ~~directors~~updates ~~are,~~to ~~and may in~~ the ~~future~~electric ~~become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business.~~grid;

~~Our~~• ~~officers~~the ~~and~~viability ~~directors also may become aware of business opportunities which may be appropriate for presentation to us~~ and ~~other~~continued ~~entities~~growth ~~to which they owe certain fiduciary or contractual duties. Any such opportunities may present additional conflicts of interest~~ in ~~pursuing~~demand anfor ~~acquisition~~renewable ~~target,~~energy ~~and our directors and officers~~ may ~~have conflicts of interest in determining to which entity a particular business opportunity should~~ be ~~presented.~~ ~~These~~impacted ~~conflicts~~by ~~may~~many ~~not~~factors beoutside ~~resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate~~ of ~~incorporation provides that we renounce~~ our ~~interest~~ incontrol, ~~any~~including ~~corporate~~competition, ~~opportunity~~market ~~offered~~acceptance ~~to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer~~ of ~~our~~renewable ~~Company~~energy ~~and~~systems, ~~such~~availability ~~opportunity is one we are legally~~ and ~~contractually~~amount ~~permitted~~of togovernment ~~undertake~~subsidies and ~~would otherwise be reasonable for us to pursue~~incentives, and toprices ~~the~~of ~~extent~~traditional ~~the~~utility-provided ~~director~~energy ~~or officer is permitted to refer that opportunity to us without violating another legal obligation.~~sources;

41• difficulty in competing against established companies who may have greater financial resources and/or a more effective or established localized business presence;

• ~~Table~~the possibility of ~~Contents~~ applying an ineffective commercial approach to targeted markets, including product offerings that may not meet market needs with respect to their environmental or non-environmental attributes;

~~Our~~• ~~directors,~~an ~~officers,~~inability ~~RRG, Capricorn, or their respective officers and affiliates may become involved with subsequent blank check companies similar~~ to ~~our~~build ~~Company.~~strong ~~Each~~brand ~~of RRG and Capricorn (but not our independent directors) have agreed not to separately participate in the formation of~~identity, orenvironmental ~~become~~credibility ~~a sponsor, an officer~~ or ~~director~~reputation ~~of,~~for ~~any~~exceptional ~~blank~~customer ~~check~~satisfaction ~~company~~and with a class of securities registered under the Exchange Act before we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination by February 9, 2023.service;

~~Our~~• ~~officers~~difficulty in timely identifying, ~~directors~~attracting, ~~security~~training, ~~holders~~ and ~~their~~retaining ~~respective~~qualified ~~affiliates~~sales, ~~may~~technical, ~~have~~and ~~competitive~~other ~~pecuniary~~personnel; ~~interests that conflict with our interests.~~and

We• ~~have~~any ~~not~~significant ~~adopted~~disruption ain ~~policy that expressly prohibits~~ our ~~directors,~~computer ~~officers,~~systems ~~security holders~~ or ~~affiliates~~those ~~from~~of ~~having~~third aparties ~~direct~~that orwe ~~indirect~~would ~~pecuniary~~utilize ~~or financial interest~~ in ~~any~~our ~~investment~~operations, ~~to be~~including ~~acquired~~disruptions or ~~disposed~~failure of byour usnetworks, systems or intechnology ~~any~~as ~~transaction to which we are~~ a ~~party~~result orof ~~have~~computer anviruses, ~~interest. In fact~~“cyber-attacks,” wemisappropriation ~~may~~of ~~enter~~data ~~into~~or another ~~initial~~malfeasance, ~~business~~as ~~combination~~well ~~with~~as aoutages, ~~target~~natural ~~business that is affiliated with our sponsor~~disasters, ~~our~~terrorist ~~directors or officers~~attacks, ~~although~~ weaccidental doreleases ~~not intend to do so. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities~~ of ~~the~~information ~~types conducted by us. Accordingly, such persons~~ or ~~entities~~similar ~~may have a conflict between their interests and ours~~events.

~~Our~~Any ~~ability~~of tothe ~~successfully~~foregoing ~~effect~~could have an adverse impact on our ~~initial~~operations following a business combination. ~~and~~However, toour beefforts ~~successful~~in ~~thereafter~~identifying prospective target businesses will be ~~totally~~focused ~~dependent~~on, ~~upon~~but ~~the~~not ~~efforts~~be oflimited ~~our~~to ~~key personnel~~the water, ~~some~~food & ofagriculture ~~whom~~and ~~may~~renewable ~~join~~energy ussectors. ~~following~~Accordingly, ~~our~~if ~~initial~~we acquire a target business ~~combination.~~in ~~The~~another ~~loss~~industry, ofthese ~~key~~risks ~~personnel~~will ~~could~~likely ~~negatively~~not ~~impact~~affect us and we will be subject to other risks attendant with the ~~operations~~specific ~~and~~industry ~~profitability~~in ofwhich ~~our~~we ~~post-combination~~operate or target business which we acquire, none of which can be presently ascertained.

~~Our~~As ~~ability~~a topublic ~~successfully~~benefit ~~effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business~~corporation, ~~however, cannot presently be ascertained. Although some of~~ our ~~key~~duty personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to ~~closely~~balance scrutinize any individuals we employ 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~~variety ~~regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. In addition, the officers and directors~~ of aninterests ~~initial business combination candidate~~ may ~~resign~~result ~~upon~~in ~~completion~~actions of our initial business combination. The departure of an initial business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an initial business combination candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that ~~certain~~do members of an initial business combination candidate’s management team will remain associated with the initial business combination candidate following our initial business combination, it is possible that members of the management of an initial business combination candidate will not ~~wish~~maximize tostockholder ~~remain in place~~value. ~~The loss of key personnel could negatively impact the operations and profitability of our post-combination business.~~

WeAs ~~are~~a ~~dependent~~public ~~upon~~benefit corporation, our ~~officers~~board of directors has a duty to balance (i) the pecuniary interest of our stockholders, (ii) the best interests of those materially affected by our conduct and (iii) specific public benefits identified in our charter documents. While we believe our public benefit designation and obligation will benefit our stockholders, in balancing these interests, our board of directors may take actions that do not maximize stockholder value. Any benefits to stockholders resulting from our public benefit purposes may not materialize within the timeframe we expect or at all and may have negative effects. We may be unable or slow to realize the benefits we expect from actions taken to benefit our stakeholders, including farmers and ~~their~~local ~~departure~~communities, which could adversely affect our ~~ability~~business, financial condition and results of operations, which in turn could cause our stock price to ~~operate~~decline.

~~Our~~46 operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. Although our directors and officers have agreed to serve in their respective capacities until the earlier of the consummation by the Company of an initial business combination, the liquidation of the Company, or their removal, death or incapacity, they may not do so. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

OurTable key personnel may negotiate employment or consulting agreements as well as reimbursement of out-of-pocket expenses, if any, with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation or reimbursement for out-of-pocket expenses, if any, following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.Contents

42As a public benefit corporation, we may be subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interests, the occurrence of which may have an adverse impact on our financial condition and results of operations.

As ~~Table~~a Delaware public benefit corporation, our stockholders (if they, individually or collectively, own at least 2% of ~~Contents~~ our outstanding capital stock or shares having at least $2 million in market value (whichever is less)) are entitled to file a derivative lawsuit claiming that our directors failed to balance stockholder and public benefit interests. This potential liability does not exist for traditional corporations. Therefore, we may be subject to the possibility of increased derivative litigation, which would require the attention of management and, as a result, may adversely impact management’s ability to effectively execute our strategy. Any such derivative litigation may be costly and have an adverse impact on our financial condition and results of operations.

~~Our~~Risks ~~key~~Associated ~~personnel may be able to remain~~ with ~~the~~Acquiring Company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the initial business combination. Additionally, they may negotiate reimbursement of any out-of-pocket expenses incurred on our behalf prior to the consummation of our initial business combination, should they choose to do so. Such negotiations would take place simultaneously with the negotiation of the initial business combination and ~~could~~Operating provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the initial business combination, or as reimbursement for such out-of-pocket expenses. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a ~~target business.~~Business ~~However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor~~ in ~~our~~Foreign ~~decision~~Countries as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

WeIf ~~may~~we ~~have~~effect ~~a limited ability to assess the management of a prospective target business and, as a result, may affect~~ our initial business combination with a ~~target~~ ~~business~~company ~~whose~~with ~~management~~operations ~~may~~or ~~not~~opportunities ~~have~~outside of the ~~skills~~United States, ~~qualifications~~we orwould ~~abilities~~be subject to ~~manage~~ a ~~public~~variety ~~company,~~of ~~which~~additional ~~could,~~risks inthat ~~turn,~~may negatively impact ~~the value of~~ our ~~stockholders’ investment in us~~operations.

~~When~~If ~~evaluating~~we ~~the~~effect ~~desirability of effecting~~ our initial business combination with a ~~prospective~~company ~~target~~with ~~business,~~operations ~~our ability to assess the target business’s management may be limited due to a lack of time, resources~~ or ~~information.~~opportunities ~~Our~~outside ~~assessment~~ of the ~~capabilities~~United ~~of the target’s management~~States, ~~therefore,~~we ~~may~~would ~~prove to~~ be ~~incorrect~~subject ~~and~~to ~~such~~any ~~management~~special ~~may~~considerations ~~lack the skills, qualifications~~ or ~~abilities~~risks weassociated ~~suspected.~~with ~~Should~~companies ~~the~~operating ~~target’s management~~in ~~not~~an ~~possess~~international ~~the skills~~setting, ~~qualifications~~including orany ~~abilities necessary to manage a public company, the operations and profitability~~ of the ~~post-combination business may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders~~ following: ~~the initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.~~

~~Our~~• ~~officers~~higher costs and ~~directors~~difficulties ~~allocate~~inherent ~~their time to other businesses thereby causing conflicts of interest~~ in ~~their~~managing ~~determination~~cross-border asbusiness tooperations ~~how~~and ~~much~~complying ~~time~~with ~~to devote~~different tocommercial ~~our~~and ~~affairs.~~legal ~~This~~requirements ~~conflict~~ of ~~interest~~overseas ~~could have a negative impact on our ability to complete our initial business combination.~~markets;

~~Our~~• ~~officers~~rules and ~~directors~~regulations ~~are~~regarding ~~not~~currency required to, and do not, commit their full time to our affairs, which results in a conflict of interest in allocating their time between our operations and our search for an initial business combination and their other businesses. Although we may in the future retain consultants and advisors to perform certain services for the Company, we do not have and do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers and directors is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers and directors are not obligated to contribute any specific number of hours per week to our affairs nor are they prohibited from sponsoring, or otherwise becoming involved with, or continuing their involvement with, any other blank check companies prior to us completing our initial business combination. Our independent directors may 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 affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business combination.redemption;

We• ~~may~~complex ~~engage~~corporate inwithholding antaxes ~~initial~~on business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders, which may raise potential conflicts of interest.individuals;

In• ~~light~~laws ofgoverning the ~~involvement~~manner ofin ~~our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses with~~ which ~~our~~future ~~sponsor or one or more of our officers or directors is affiliated. Our officers and directors also serve as officers and board members for other entities. Such entities may compete with us for~~ business ~~combination~~combinations opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning an initial business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for an initial business combination and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion, if required by applicable law or based upon the decision of our board of directors or a committee thereof, from an independent investment banking firm or an independent accounting firm regarding the fairness to our Company from a financial point of view of an initial business combination with one or more businesses affiliated with our officers, directors or existing holders, potential conflicts of interest still may ~~exist and, as a result, the terms of the initial business combination may not~~ be ~~as advantageous to our public stockholders as they would be absent any conflicts of interest.~~effected;

43• tariffs and trade barriers;

• ~~Table~~regulations ofrelated ~~Contents~~ to customs and import/export matters;

~~Moreover,~~• welonger ~~may,~~payment atcycles ~~our~~and ~~option,~~challenges pursue an affiliated joint acquisition opportunity with other entities to which an officer or director has a fiduciary, contractual or other obligation or duty. Any such parties may co-invest with us in ~~the~~collecting ~~target~~accounts business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing equity to any such parties, which may give rise to certain conflicts of interest.receivable;

~~Members~~• oftax ~~our~~issues, ~~management~~including ~~team~~but ~~and~~not ~~our~~limited ~~board~~to oftax ~~directors~~law ~~and~~changes ~~their respective affiliated companies have been,~~ and ~~may~~variations ~~from time to time be, involved~~ in ~~legal~~ ~~proceedings~~tax orlaws ~~governmental~~as ~~investigations~~compared ~~unrelated~~ to ~~our~~the ~~business.~~United States;

~~Members~~• ofcurrency ~~our~~fluctuations ~~management team~~ and ~~our~~exchange board of directors have been involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result of such involvement, members of our management team and our board of directors and their respective affiliated companies have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to our business. Any such proceedings or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities.controls;

~~Risks~~• ~~Relating~~rates toof ~~our Securities~~inflation;

~~Nasdaq~~• ~~may~~cultural ~~delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities~~ and ~~subject~~language ~~us to additional trading restrictions.~~differences;

~~Our~~• ~~securities~~employment on Nasdaq. On December 1, 2021, in accordance with standard procedures related to the delayed filing of the Form 10-Q with the SEC, the Company received a notice from Nasdaq stating that the Company was not in compliance with the periodic filing requirements for continued listing. The Company fully regained compliance with the Nasdaq continued listing requirements as a result of filing the Form 10-Q on November 30, 2021, which eliminated the need for the Company to submit a formal plan to regain compliance. Additionally, although we currently meet, on a pro forma basis, the minimum initial listing standards set forth in Nasdaq listing standards, we cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum amount in stockholders’ equity and a minimum number of holders of our securities. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock price would generally be required to be at least $4.00 per share. We cannot assure you that we will be able to meet those initial listing requirements at that time our shareholders’ equity would generally be required to be at least $5.0 million and we would be required to have at least 300 round-lot shareholders of our unrestricted securities (with at least 50% of such round-lot holders holding unrestricted securities with a market value of at least $2,500). We may not be able to meet those listing requirements at that time, especially if there are a significant number of redemptions in connection with our initial business combination. If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:regulations;

• adata ~~limited availability of market quotations for our securities~~privacy;

• ~~reduced~~changes ~~liquidity~~in ~~for~~industry, ~~our~~regulatory ~~securities~~or environmental standards within the jurisdictions where we operate;

• apublic ~~determination~~health ~~that~~or ~~our~~safety ~~Class~~concerns Aand ~~common~~governmental ~~stock is a “penny stock~~restrictions,” ~~which~~including ~~will~~those ~~require~~caused ~~brokers~~by ~~trading~~outbreaks ~~in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level~~ of ~~trading~~pandemic ~~activity~~disease insuch as the ~~secondary~~COVID-19 ~~trading market for our securities~~pandemic;

• acrime, ~~limited~~strikes, ~~amount~~riots, ofcivil ~~news~~disturbances, ~~and~~terrorist ~~analyst~~attacks, ~~coverage;~~natural disasters and wars;

• adeterioration ~~decreased~~of ~~ability~~political torelations ~~issue~~with ~~additional~~the ~~securities~~United orStates; ~~obtain additional financing in the future.~~and

4447

~~The~~• ~~National~~government ~~Securities~~appropriations ~~Markets Improvement Act~~ of ~~1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities~~assets.” Because our units, Class A common stock and warrants are listed on Nasdaq, our units, Class A common stock and warrants are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or 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 Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination.

~~You~~We ~~will~~may not ~~have~~be ~~any~~able ~~rights~~to oradequately ~~interests~~address inthese ~~funds~~additional ~~from~~risks. ~~the~~If ~~trust~~we ~~account,~~were ~~except~~unable ~~under~~to ~~certain~~do ~~limited~~so, ~~circumstances.~~our Tooperations ~~liquidate~~might ~~your investment~~suffer, ~~therefore,~~ ~~you~~which may beadversely ~~forced~~impact toour ~~sell~~results ~~your~~of ~~public~~operations ~~shares~~and orfinancial ~~warrants, potentially at a loss~~condition.

~~Our~~The ~~public~~current ~~stockholders~~conflict ~~will~~between beUkraine ~~entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination,~~ and ~~then~~Russia ~~only~~has ~~in connection~~caused ~~with~~unstable ~~those~~market shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and ~~restated~~economic ~~certificate~~conditions of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and ~~(iii)~~is ~~the~~expected ~~redemption of our public shares if we do not complete an initial business combination within 24 months from the closing of our Initial Public Offering or during any Extension Period, subject~~ to ~~applicable law and as further described herein. In no other circumstances will a public stockholder~~ have ~~any~~additional ~~right~~global ~~or interest of any kind in the trust account~~consequences. 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.

~~Provisions~~The incredit ~~our~~and ~~amended~~financial markets have experienced extreme volatility and ~~restated~~disruptions ~~certificate~~due ofto ~~incorporation~~the current conflict between Ukraine and ~~Delaware~~Russia. ~~law~~The ~~may~~conflict ~~inhibit~~is aexpected ~~takeover~~to have further global economic consequences, including but not limited to the possibility of usseverely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia, which ~~could~~increases ~~limit~~the risk that Russia, as a retaliatory action, may launch cyberattacks against the ~~price~~United ~~investors might~~States, beits ~~willing~~government, toinfrastructure ~~pay~~and inbusinesses. Any of the ~~future~~foregoing ~~for~~consequences, including those we cannot yet predict, may cause our ~~Class~~business, financial condition, results of operations and the price of our Class A common stock to be adversely affected. Moreover, it may make it more difficult for us to identify a business combination partner and ~~could~~consummate ~~entrench~~a ~~management~~business combination on acceptable commercial terms or at all.

~~Our~~Risks ~~amended~~Relating ~~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 the ability of the board of directors to designate the terms of and issue new series of preferred stock, and the fact that prior to the completion of our ~~initial~~Management ~~business~~Team combination only holders of shares of our Class B common stock have the right to vote to elect our Board of Directors, 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 our securities. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

~~Our~~Certain ~~amended and restated certificate~~ of ~~incorporation~~our ~~requires,~~officers toand ~~the~~directors ~~fullest~~are ~~extent permitted by law~~now, ~~that~~and ~~derivative~~all ~~actions~~of ~~brought~~them may in ~~our~~the ~~name,~~future ~~actions against our directors~~become, ~~officers,~~affiliated ~~other~~with ~~employees~~entities orengaged ~~stockholders~~in ~~for~~business ~~breach~~activities ofsimilar ~~fiduciary~~to ~~duty~~those ~~and~~intended ~~other~~to ~~similar actions may~~ be ~~brought~~conducted ~~only~~by inus ~~the Court of Chancery in the State of Delaware~~ and, ~~if brought outside of Delaware~~accordingly, ~~the~~may ~~stockholder bringing the suit will be deemed to~~ have ~~consented~~conflicts ~~to service~~ of ~~process~~interest onin ~~such~~allocating ~~stockholder’s~~their ~~counsel,~~time ~~which~~and ~~may~~determining ~~have~~to ~~the~~which ~~effect~~entity ofa ~~discouraging~~particular ~~lawsuits~~business ~~against~~opportunity ~~our~~should ~~directors,~~be ~~officers, other employees or stockholders~~presented.

45Until we consummate our initial business combination, we will continue to engage in the business of identifying and combining with one or more businesses. Our 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.

Our ~~Table~~officers and directors also may become aware of ~~Contents~~ business opportunities which may be appropriate for presentation to us and other entities to which they owe certain fiduciary or contractual duties. Any such opportunities may present additional conflicts of interest in pursuing an acquisition target, and our directors and officers may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our Company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Our ~~amended and restated certificate of incorporation requires~~directors, ~~to the fullest extent permitted by law~~officers, ~~that derivative actions brought in our name~~RRG, ~~actions against our directors~~Capricorn, ~~officers, other employees~~ or ~~stockholders~~their ~~for~~respective ~~breach~~officers ~~of fiduciary duty~~ and ~~other~~affiliates ~~similar actions~~ may bebecome ~~brought~~involved ~~only~~with insubsequent ~~the~~blank ~~Court~~check ofcompanies ~~Chancery~~similar ~~in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed~~ to ~~have consented~~our toCompany. ~~service~~Each of ~~process~~RRG onand ~~such~~Capricorn ~~stockholder’s counsel except any action~~ (A)but ~~as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party~~ not ~~subject~~our toindependent ~~the~~directors) ~~jurisdiction~~have ofagreed ~~the Court of Chancery (and the indispensable party does~~ not ~~consent~~ to ~~the~~separately ~~personal~~participate ~~jurisdiction~~in of the ~~Court~~formation of ~~Chancery within ten days following such determination)~~, ~~(B)~~or ~~which~~become ~~is vested in the exclusive jurisdiction of~~ a ~~court or forum other than the Court of Chancery~~sponsor, ~~(C)~~an ~~for~~officer ~~which~~or ~~the~~director ~~Court~~ of ~~Chancery does not have subject matter jurisdiction~~, ~~or (D)~~ any ~~action~~blank ~~created~~check bycompany ~~the~~with ~~Exchange~~a ~~Act~~class ~~or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares~~ of ~~our~~securities ~~capital~~registered stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. Unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any action arising under the ~~Securities~~Exchange Act. ~~This~~before ~~choice~~we ofhave ~~forum~~entered ~~provision~~into ~~may limit~~ a ~~stockholder’s~~definitive ~~ability~~agreement toregarding ~~bring a claim in a judicial forum that it finds favorable for disputes with us or any of~~ our ~~directors,~~initial ~~officers,~~business ~~other~~combination ~~employees~~ or ~~stockholders,~~we ~~which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to~~ have ~~waived our~~failed ~~compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were~~ to ~~find~~complete ~~the choice of forum provision contained in~~ our ~~amended~~initial ~~and~~business ~~restated~~combination ~~certificate~~by ~~of incorporation to be inapplicable or unenforceable in an action~~August 12, ~~we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition~~2023.

Our ~~amended~~officers, ~~and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law~~directors, ~~subject~~security toholders ~~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~~their ~~thereunder.~~respective Asaffiliates amay ~~result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts~~ have ~~exclusive~~competitive ~~jurisdiction.~~pecuniary Ininterests ~~addition, our amended and restated certificate of incorporation provides~~ that, ~~unless~~conflict we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 or the rules and regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with ~~the~~our ~~federal securities laws and the rules and regulations thereunder~~interests. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

~~Since~~We ~~only~~have ~~holders~~not ofadopted a policy that expressly prohibits our ~~founder~~directors, ~~shares~~officers, ~~have~~security ~~the~~holders ~~right~~or affiliates from having a direct or indirect pecuniary or financial interest in any investment to ~~vote~~be onacquired ~~the~~or ~~election~~disposed of ~~directors~~by us or in any transaction to which we are a party or have an interest. In fact, ~~Nasdaq~~we may ~~consider~~enter usinto toan beinitial business combination with a ~~“controlled~~target ~~company”~~business ~~within~~that ~~the meaning~~is ofaffiliated ~~Nasdaq~~with ~~rules~~our ~~and~~sponsor, asour adirectors ~~result~~or officers, although we ~~may~~do ~~qualify~~not ~~for~~intend ~~exemptions~~to do so. We do not have a policy that expressly prohibits any such persons from ~~certain~~engaging ~~corporate~~for ~~governance~~their ~~requirements~~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.

~~Only~~48 holders of our founder shares have the right to vote on the election of directors. As a result, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

•Table we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; andContents

•Our weability ~~have~~to asuccessfully ~~compensation~~effect ~~committee~~our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our ~~board~~key ~~that~~personnel, issome ~~composed~~of ~~entirely~~whom ofmay ~~independent~~join ~~directors~~us ~~with~~following aour ~~written~~initial ~~charter~~business ~~addressing~~combination. ~~the~~The ~~committee’s~~loss ~~purpose~~of key personnel could negatively impact the operations and ~~responsibilities~~profitability of our post-combination business.

WeOur doability ~~not~~to ~~currently~~successfully ~~utilize~~effect ~~these~~our ~~exemptions~~initial ~~and~~business ~~intend~~combination tois ~~comply~~dependent ~~with~~upon the ~~corporate~~efforts ~~governance~~of ~~requirements~~our ofkey ~~Nasdaq~~personnel. ~~However,~~The ifrole weof ~~determine~~our key personnel in the ~~future~~target tobusiness, ~~utilize~~however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of ~~these exemptions~~the management of the target business will remain in place. While we intend to closely scrutinize any individuals we employ after our initial business combination, we cannot assure you that our assessment of these individuals will ~~not~~prove ~~have~~to be correct. These individuals may be unfamiliar with the ~~same~~requirements ~~protections~~of ~~afforded~~operating a company regulated by the SEC, which could cause us to ~~stockholders~~have to expend time and resources helping them become familiar with such requirements. In addition, the officers and directors of ~~companies~~an initial business combination candidate may resign upon completion of our initial business combination. The departure of an initial business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an initial business combination candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that ~~are~~certain ~~subject~~members of an initial business combination candidate’s management team will remain associated with the initial business combination candidate following our initial business combination, it is possible that members of the management of an initial business combination candidate will not wish to ~~all~~remain in place. The loss of ~~Nasdaq~~key ~~corporate~~personnel ~~governance~~could ~~requirements~~negatively impact the operations and profitability of our post-combination business.

We ~~have~~are ~~not~~dependent ~~registered the shares of Class A common stock issuable~~ upon ~~exercise~~our ofofficers ~~the~~and ~~warrants under the Securities Act or any state securities laws at this time~~directors, and ~~such~~their ~~registration~~departure ~~may~~could ~~not~~adversely beaffect inour ~~place~~ability ~~when an investor desires~~ to ~~exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis~~operate. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

46Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. Although our directors and officers have agreed to serve in their respective capacities until the earlier of the consummation by the Company of an initial business combination, the liquidation of the Company, or their removal, death or incapacity, they may not do so. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

Our ~~Table~~key personnel may negotiate employment or consulting agreements as well as reimbursement of ~~Contents~~ out-of-pocket expenses, if any, with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation or reimbursement for out-of-pocket expenses, if any, following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

WeOur ~~have~~key ~~not~~personnel ~~registered~~may ~~the~~be ~~shares~~able ofto ~~Class~~remain Awith ~~common stock issuable upon exercise of~~ the ~~warrants~~Company ~~under~~after the ~~Securities~~completion ~~Act or any state securities laws at this time. However, under the terms~~ of ~~the warrant~~our ~~agreement,~~initial ~~we have agreed that within twenty (20)~~ business ~~days~~combination ~~after~~only ~~the~~if ~~later~~they ~~of the first date on which the warrants~~ are ~~exercisable~~able ~~and~~to ~~the~~negotiate ~~date~~employment onor ~~which~~consulting ~~the~~agreements ~~Company~~in ~~receives~~connection ~~any warrant holder request for such registration, we will use our commercially reasonable efforts to file~~ with the ~~SEC~~initial abusiness ~~registration~~combination. ~~statement~~Additionally, ~~for~~they ~~the~~may ~~registration~~negotiate ~~under~~reimbursement ~~the Securities Act~~ of ~~the~~any ~~shares~~ out-of-pocket ~~Class~~expenses Aincurred ~~common~~on ~~stock issuable upon exercise of the warrants and thereafter will use~~ our ~~commercially reasonable~~behalf ~~efforts~~prior to ~~cause~~ the ~~same~~consummation toof ~~become~~our ~~effective~~initial ~~within 45~~ business ~~days~~combination, ~~after~~should ~~the~~they ~~filing~~choose ~~of such registration statement and~~ to ~~maintain~~do aso. ~~current~~Such ~~prospectus~~negotiations ~~relating~~would totake ~~the~~place ~~Class~~simultaneously ~~A common stock issuable upon exercise of the warrants until the expiration of the warrants in accordance~~ with the ~~provisions~~negotiation of the ~~warrant~~initial ~~agreement.~~business Wecombination ~~cannot~~and ~~assure~~could ~~you~~provide ~~that we will be able to do so if,~~ for ~~example,~~such ~~any~~individuals facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to ~~permit~~receive ~~holders~~compensation ~~to exercise their warrants on a cashless basis,~~ in ~~which case~~ the ~~number~~form of ~~shares~~cash ofpayments ~~our~~and/or ~~Class A common stock that you will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to 0.361 shares of~~ our ~~Class~~securities ~~A common stock per warrant (subject to adjustment). However, no warrant will be exercisable~~ for ~~cash~~services orthey onwould arender ~~cashless basis, and we will not be obligated~~ to ~~issue~~us ~~any~~after ~~shares to holders seeking to exercise their warrants, unless~~ the ~~issuance~~completion of the ~~shares~~initial ~~upon~~business ~~such~~combination, ~~exercise is registered~~ or ~~qualified~~as ~~under~~reimbursement ~~the~~for ~~securities~~such ~~laws~~ out-of-pocket ~~the state of the exercising holder, or an exemption from state registration is available~~expenses. IfThe ~~that~~personal ~~exemption,~~and orfinancial ~~another~~interests ~~exemption,~~of issuch ~~not~~individuals ~~available,~~may ~~holders~~influence ~~will~~their ~~not~~motivation bein ~~able~~identifying toand ~~exercise~~selecting ~~their warrants on~~ a ~~cashless~~target ~~basis~~business. ~~Notwithstanding the above~~However, ifwe ~~shares~~believe ~~of our Class A common stock are at~~ the ~~time~~ ofability ~~any exercise~~ of ~~a public warrant not listed on a national securities exchange~~ such ~~that~~individuals ~~they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants~~ to doremain ~~so on a “cashless basis” in accordance~~ with ~~Section~~us ~~3(a)(9)~~after of the ~~Securities~~completion ~~Act~~of ~~and,~~our ininitial ~~the~~business ~~event~~combination ~~we so elect, we~~ will not be ~~required~~the todetermining ~~file~~factor ~~or maintain~~ in ~~effect a registration statement, but we will use~~ our ~~commercially~~decision ~~reasonable~~as ~~efforts~~ to ~~register~~whether or ~~qualify~~not ~~the~~we ~~shares~~will ~~under~~proceed ~~applicable~~with ~~blue~~any ~~sky~~potential ~~laws~~business tocombination. ~~the~~There ~~extent an exemption~~ is ~~not available. In~~ no ~~event~~certainty, ~~will we be required to net cash settle any warrant~~however, ~~or issue securities or other compensation in exchange for the warrants in the event~~ that weany ~~are~~of ~~unable~~our tokey ~~register~~personnel orwill ~~qualify~~remain ~~the~~with ~~shares~~us ~~underlying~~after the ~~warrants~~completion ~~under~~of ~~applicable~~our ~~state~~initial ~~securities~~business ~~laws and there is no exemption available~~combination. IfWe ~~the~~cannot ~~issuance~~assure ofyou ~~the~~that ~~shares~~any ~~upon exercise~~ of ~~the~~our ~~warrants~~key ispersonnel ~~not~~will soremain ~~registered~~in orsenior ~~qualified~~management or ~~exempt~~advisory ~~from~~positions ~~registration~~with orus. ~~qualification,~~The ~~the~~determination ~~holder~~as ~~of such warrant will not be entitled~~ to ~~exercise~~whether ~~such~~any ~~warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part~~ of aour ~~purchase~~key ofpersonnel ~~units~~will ~~paid~~remain ~~the~~with ~~full~~us ~~unit~~will ~~purchase~~be ~~price~~made ~~solely~~at ~~for~~ the ~~shares~~time of ~~Class A common stock included in the units. If and when the warrants become redeemable by us, we may exercise~~ our ~~redemption~~ ~~right~~initial ~~even~~business ~~if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws~~combination.

~~The~~49 ~~warrants may become exercisable and redeemable for a security other than the shares of Class A common stock, and you will not have any information regarding such other security at this time.~~

InTable certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the shares of Class A common stock. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within 15 business days of the closing of an initial business combination.Contents

IfWe ~~you~~may ~~exercise~~have ~~your~~a ~~public~~limited ~~warrants~~ability onto assess the management of a ~~“cashless~~prospective ~~basis~~target business and,” ~~you~~as ~~will~~a ~~receive~~result, ~~fewer~~may ~~shares~~affect ofour ~~Class~~initial Abusiness ~~common~~combination ~~stock~~with ~~from~~a ~~such~~target ~~exercise~~business ~~than~~whose ifmanagement ~~you~~may ~~were~~not have the skills, qualifications or abilities to ~~exercise~~ ~~such~~manage ~~warrants~~a ~~for~~public ~~cash~~company, which could, in turn, negatively impact the value of our stockholders’ investment in us.

~~There~~When ~~are~~evaluating ~~circumstances in which~~ the ~~exercise~~desirability of ~~the~~effecting ~~public~~our ~~warrants~~initial ~~may~~business becombination ~~required~~with ~~or permitted to be made on~~ a ~~cashless~~prospective ~~basis.~~target ~~First~~business, ifour aability ~~registration~~to ~~statement~~assess ~~covering~~ the ~~shares~~target ~~of Class A common stock issuable upon exercise of the warrants is not effective by the 60th~~ business’s ~~day~~management ~~after the closing of our initial business combination, warrant holders~~ may, ~~until~~be ~~such~~limited ~~time~~due asto ~~there is an effective registration statement, exercise warrants on~~ a ~~cashless~~lack ~~basis in accordance with Section 3(a)(9)~~ of ~~the~~time, ~~Securities~~resources ~~Act~~ or ~~another exemption~~information. ~~Second,~~Our ifassessment aof ~~registration statement covering~~ the ~~Class~~capabilities ~~A common stock issuable upon exercise~~ of the ~~warrants~~target’s ismanagement, ~~not effective within a specified period following the consummation of our initial business combination~~therefore, ~~warrant holders~~ may, ~~until~~prove ~~such~~to ~~time~~be asincorrect ~~there is an effective registration statement~~ and ~~during~~such ~~any~~management ~~period~~may ~~when~~lack wethe ~~shall have failed to maintain an effective registration statement~~skills, ~~exercise~~qualifications ~~warrants~~or onabilities awe ~~cashless~~suspected. ~~basis~~Should ~~pursuant to~~ the ~~exemption~~target’s ~~provided~~management bynot ~~Section~~possess ~~3(a)(9) of~~ the ~~Securities Act~~skills, ~~provided~~qualifications ~~that such exemption is available; if that exemption,~~ or ~~another~~abilities ~~exemption,~~necessary ~~is not available, holders will not be able~~ to ~~exercise~~manage ~~their warrants on~~ a ~~cashless~~public ~~basis. Third~~company, ~~if we call~~ the ~~public~~operations ~~warrants~~and ~~for~~profitability ~~redemption,~~of ~~under~~the ~~certain~~post-combination ~~circumstances,~~business ~~warrant~~may ~~holders will~~ be ~~able~~negatively ~~to exercise their warrants on a cashless basis~~impacted. ~~In the event of an exercise on a cashless basis~~Accordingly, aany ~~holder~~stockholders ~~would~~who ~~pay~~choose ~~the warrant exercise price by surrendering the warrants for that number of shares of Class A common stock equal~~ to ~~the~~remain ~~lesser~~stockholders offollowing ~~(A)~~ the ~~quotient~~initial ~~obtained~~business bycombination ~~dividing~~could ~~(x)~~suffer ~~the~~a ~~product~~reduction ofin the ~~number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market~~ value” of ~~our~~their ~~Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) 0~~shares.~~361~~ ~~per~~Such ~~whole~~stockholders ~~warrant,~~are ~~and~~unlikely ~~the number~~to ofhave ~~shares of our Class A common stock received by~~ a ~~holder~~remedy ~~upon~~for ~~exercise will be fewer than it would have been had~~ such ~~holder~~reduction ~~exercised~~in ~~the warrant for cash~~value.

47Our officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our ~~Table~~officers and directors are not required to, and do not, commit their full time to our affairs, which results in a conflict of ~~Contents~~ interest in allocating their time between our operations and our search for an initial business combination and their other businesses. Although we may in the future retain consultants and advisors to perform certain services for the Company, we do not have and do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers and directors is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers and directors are not obligated to contribute any specific number of hours per week to our affairs nor are they prohibited from sponsoring, or otherwise becoming involved with, or continuing their involvement with, any other blank check companies prior to us completing our initial business combination. Our independent directors may 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 affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business combination.

~~For~~We ~~example,~~may ifengage ~~the~~in ~~holder~~an isinitial ~~exercising~~business ~~875~~combination ~~public~~with ~~warrants~~one ator ~~$11.50~~more ~~per~~target ~~share~~businesses ~~through~~that ~~a cashless exercise when the shares of our Class A common stock~~ have arelationships ~~fair~~with ~~market~~entities ~~value~~that ofmay ~~$17.50~~be ~~per~~affiliated ~~share when~~with ~~there~~our issponsor, ~~no effective registration statement~~officers, ~~then~~directors ~~upon~~or ~~the~~existing ~~cashless exercise~~holders, ~~the~~which ~~holder~~may ~~will~~raise receive 300 shares of our Class A common stock. The holder would have received 875 shares of our Class A common stock if the exercise price was paid in cash. This will have the effect of reducing the potential ~~“upside”~~conflicts of ~~the holder’s investment in our Company because the warrant holder will hold a smaller number of shares of our Class A common stock upon a cashless exercise of the warrants they hold~~interest.

~~Our~~In ~~initial~~light ~~stockholders~~of ~~hold~~the ainvolvement ~~substantial~~of ~~interest~~our insponsor, usofficers and ~~will~~directors ~~control~~with ~~the~~other ~~appointment~~entities, we may decide to acquire one or more businesses with which our sponsor or one or more of our officers or directors is affiliated. Our officers and directors also serve as officers and board ofmembers for other entities. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors ~~until~~are ~~consummation~~not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning an initial business combination with any such entity or entities. AsAlthough we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a ~~result~~transaction if we determined that such affiliated entity met our criteria for an initial business combination and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion, ~~they~~if ~~will~~required ~~appoint~~by ~~all~~applicable law or based upon the decision of our board of directors ~~prior~~or a committee thereof, from an independent investment banking firm or an independent accounting firm regarding the fairness to our Company from a financial point of view of an initial business combination ~~and~~with ~~may~~one ~~exert~~or amore ~~substantial~~businesses ~~influence~~affiliated onwith ~~actions~~

Filing Compare · Sustainable Development Acquisition I Corp.