UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

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

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

For the transition period from to ~~To Commission File No. 001-40191~~

Commission File No. 001-40191

Stratim Cloud Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		85-2547650
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 West Liberty Street, Suite 100 Reno, NV		89501
(Address of Principal Executive Offices)		(Zip Code)

(775) 318-3629

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol^(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	SCAQU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	SCAQ	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	SCAQW	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 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 S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the Registrant’s Shares of Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, at June 30, ~~2021~~2022 (the last business day of the Registrant’s most recently completed second fiscal quarter) was approximately $~~242~~244,000,000.

As of March 3130, ~~2022~~2023, there were 256,~~000~~255,~~000~~019 ~~units~~shares of the Registrant’s ~~Shares of~~ Class A common stock, par value $0.0001 per share, and 6,250,000 shares of the Registrant’s ~~Shares of~~ Class B common stock, par value $0.0001 per share, issued and outstanding.

Stratim Cloud Acquisition Corp. ~~FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2021~~

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2022

TABLE OF CONTENTS

				Page
Part I				1
	Item 1.	Business.		1
		Item 1.A.	Risk Factors.	423
		Item 1.B.	Unresolved Staff Comments.	38
	Item 2.	Properties.		4238
	Item 3.	Legal Proceedings.		4238
	Item 4.	Mine Safety Disclosures.		4238
Part II.				4339
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		4339
	Item 6.	[Reserved].		4441
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		4441
		Item 7.A.	Quantitative and Qualitative Disclosure About Market Risk.	4749
	Item 8.	Financial Statements and Supplementary Data		4849
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.		4849
		Item 9.A.	Controls and Procedures.	4849
		Item 9.B.	Other Information.	4850
		Item 9.C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.	4850
Part III.				4951
	Item 10.	Directors, Executive Officers and Corporate Governance.		4951
	Item 11.	Executive Compensation.		5660
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		5660
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.		5862
	Item 14.	Principal ~~Accounting~~Accountant Fees and Services.		5965
Part IV.				6066
	Item 15.	Exhibits, Financial Statement Schedules.		6066
	Item 16.	Form 10-K Summary.		6167

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This Annual Report on Form 10-K contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “~~intends~~intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

● our being a company with no operating history and no operating revenues; ● our ability to select an appropriate target business or businesses; ● our ability to complete our Initial Business Combination; ● our expectations around the performance of a prospective target business or businesses; ● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our Initial Business Combination (as defined below); ● our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our Initial Business Combination; ● our potential ability to obtain additional financing to complete our Initial Business Combination; ● our pool of prospective target businesses, including the location and industry of such target businesses; ● our ability to consummate an Initial Business Combination due to the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities, or a significant outbreak of other infectious diseases); ● the ability of our directors and officers to generate a number of potential Business Combination opportunities; ● our public securities’ potential liquidity and trading; ● the lack of a market for our securities; ● the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance; ● the Trust Account not being subject to claims of third parties; ● our financial performance; and ● the other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the “SEC”).

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

	●	our ability to complete our initial Business Combination;

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

	●	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination (as defined below);

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

	●	our potential ability to obtain additional financing to complete our initial Business Combination;

	●	our pool of prospective target businesses, including the location and industry of such target businesses;

	●	our ability to consummate an initial Business Combination due to the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities, or a significant outbreak of other infectious diseases);

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

	●	our public securities’ potential liquidity and trading;

	●	the lack of a market for our securities;

	●	the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

	●	the Trust Account not being subject to claims of third parties;

	●	our financial performance; and

●

the other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the “SEC”).

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

Part I.

References in this Annual Report on Form 10-K (this “Annual Report”) to “we,” “us,” “our” or the “Company” are to Stratim Cloud Acquisition Corp., a blank check company incorporated as a Delaware corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Stratim Cloud Acquisition, LLC, a Delaware limited liability company. References to our “initial stockholders” refer to our Sponsor, ~~and~~ each of our ~~independent~~initial independent directors and their permitted transferees.

Item 1. Business.

Overview

We are a blank check company incorporated on July 29, 2020, as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or more businesses (the ~~referred to herein as~~ “Business Combination” ~~or “Initial Business Combination”~~). We are not limited to a particular industry or geographic region for purposes of consummating a Business Combination. ~~While~~ efforts to identify a target business may span many industries, our focus will be predominantly within the technology industry and specifically on: (i) cloud infrastructure software; (ii) software as a service (SaaS) consumer and enterprise applications; and (iii) security software. Our Sponsor is Stratim Cloud Acquisition, LLC, a Delaware limited liability company.

Our registration statement for our initial public offering was declared effective on March 11, 2021 (“Initial Public Offering”). On March 16, 2021, we consummated our Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares Class A common stock included in the Units sold, the “Public Shares”) at $10.00 per unit, generating gross proceeds of $250,000,000 and incurring offering costs of approximately $14,326,696, inclusive of approximately $8,750,000 in deferred underwriting fees. We granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 4,666,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement (“Private Placement”) to our Sponsor, generating gross proceeds of $7,000,000.

At the closing of the Initial Public Offering on March 16, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a Trust Account (the “Trust Account”) which ~~will~~has bebeen invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by ~~the~~us. ~~Company~~However, ~~until~~to mitigate the ~~earlier~~risk of: us being deemed to be an unregistered investment company (i)including under the ~~completion~~ subjective test of Section 3(a)(1)(A) of the ~~Business~~Investment ~~Combination~~Company Act) and ~~(ii)~~thus subject to regulation under the ~~distribution~~Investment ofCompany Act, on March 7, 2023, the Company instructed Continental Stock Transfer & Trust Company, the 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 thereafter to hold all funds in the Trust Account as cash items (which may be interest bearing to the extent permitted by Continental and the applicable rules of the SEC) until the earlier of the consummation of the Company’s ~~shareholders,~~initial ~~as described~~Business ~~below~~Combination or the Company’s liquidation.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. We must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an ~~Initial~~initial Business Combination. We will only complete a 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.

We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt. As of December 31, 2021, we had not commenced any operations. All activity through December 31, 2021 relates to our formation, the Initial Public Offering, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting almost entirely of cash.1

1We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt. As of December 31, 2022, we had not commenced any operations. All activity through December 31, 2022 relates to our formation, the Initial Public Offering, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We will not generate any operating revenues until after the completion of a Business Combination, at the earliest. We generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting almost entirely of cash.

We will provide our holders of our outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a Business Combination or conduct a tender offer will be made by us, solely in our discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust ~~Account~~ Account and not previously released to ~~the~~us ~~Company~~ to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to ~~the~~our ~~Company’s~~ warrants.

We will have until ~~March~~September 16, 2023 to consummate a Business Combination, which date was extended from March 16, 2023, by vote of our stockholders (the “Combination Period”). If we are unable to ~~complete~~ consummate a Business Combination within the Combination 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 tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to ~~the~~ ~~Company’s~~our warrants, which will expire worthless if we fail to complete a Business Combination within the Combination Period.

~~Effecting~~Letter aof ~~Business Combination~~Intent

~~Strategy~~As previously disclosed, on February 14, 2023, we entered into a letter of intent (the “Letter of Intent”) with Force Pressure Control, LLC, a Texas limited liability company and ~~Competitive~~a ~~Strengths~~provider of surface pressure control solutions in the oilfield services market (the “Target”) and each of the individuals listed on the signature page of the Letter of Intent, pursuant to which we will acquire 100% of the outstanding equity interests of the Target (the “Transaction”). Consummation of this Transaction shall be subject to the execution of a mutually satisfactory definitive agreement by the Company and the Target. Pursuant to the Letter of Intent, the parties have entered into a period of exclusivity in order to negotiate the Company’s acquisition of the Target wherein, among other things, the Company agreed not to solicit, negotiate, conduct or commit to conduct any Competing Transaction (as defined in the Letter of Intent). Completion of the Transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the Transaction, satisfaction of the conditions negotiated therein and approval of the Transaction by our stockholders. There can be no assurance that a definitive agreement will be entered into or that the proposed Transaction will be consummated. In the event that we enter into a definitive agreement for an initial business combination, we will issue a press release and file a Current Report on Form 8-K with the SEC announcing the proposed Business Combination.

The combined capabilities of Sreekanth Ravi, our Chairman and Chief Executive Officer, and Zachary Abrams, our Chief Strategy Officer and Chief Financial Officer, as well as a member of our board of directors, in addition to our private equity, venture capital, and entrepreneur network, will allow us to effectively source, analyze, and execute a high-quality Initial Business Combination with a leading high growth company at attractive terms. While we may pursue an Initial Business Combination target in any industry or geographic location, we intend to focus our search on software companies in the United States.2

WeHuman plan to look for a leading cloud infrastructure, SaaS, or security software company valued between $800 million and $2 billion. By employing our management team’s industry skills, experience, and extensive personal network, we can add substantial value to an acquired company which will enable us to be the preferred M&A partner. Our competitive strengths include:Capital

1.We ~~Proven~~currently ~~experience~~have ~~identifying~~two officers and ~~capitalizing~~do not intend to have any full-time employees prior to the completion of our initial Business Combination. Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of time that any such person will devote in any time period to our Company will vary based on ~~major~~the ~~tech~~current ~~trends~~stage of the Business Combination process.

~~Through~~Item ~~decades of experience across multiple technology sectors, our team has unique insight into several important trends and has demonstrated a track record of enhancing value based on those insights~~1. Sreekanth Ravi was a pioneer in identifying the need for network & data security solutions with SonicWALL and Code Green Networks, for cloud-based video solutions with Tely and, more recently, for AI enabled workforce analytics tools with RSquared AIA. ~~Each~~Risk ~~of these companies were at the forefront of business segments that grew to become billion-dollar-plus markets~~Factors. Furthermore, Zachary Abrams started a Retail 3.0 fund in 2011 to highlight companies focused on enabling technologies in the e-commerce segment. The firm’s Cloud fund was launched in late 2016, identifying the migration of enterprises from on-premise applications to cloud infrastructure. One of their earliest investments identified the hybrid cloud opportunity, which has now become the standard among the largest enterprises.

2An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, including our financial statements and related notes, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results.

2.Risks ~~Deep~~Relating ~~experience~~to ~~operating,~~Our ~~managing~~Consummation &of ~~growing~~or ~~technology~~Inability ~~companies~~to Consummate a Business Combination

Our ~~management~~Public ~~team~~Stockholders ~~has~~may ~~demonstrated~~not ~~the~~be ~~ability~~afforded toan ~~operate~~opportunity to ~~and~~vote ~~efficiently~~on ~~grow~~our ~~leading~~initial ~~technology~~Business ~~companies. This includes evaluating senior management~~Combination, ~~business~~which ~~strategies,~~means ~~and~~we ~~measurement~~may ~~systems to~~complete ~~ensure~~our ~~technology~~initial ~~human~~Business ~~capital~~Combination ~~investments~~even ~~are~~though ~~allocated~~a tomajority ~~maximize long-term shareholder value and ample capital is available to achieve market leadership. We are also capable~~ of ~~recruiting top talent and utilizing~~ our ~~proprietary~~Public Stockholders ~~network~~do tonot besupport such a ~~competitive advantage for our~~ combination ~~target~~. ~~We believe this expertise and strong industry reputation position us to be an attractive partner to venture capital and private equity portfolio companies.~~

3We may not hold a stockholder vote to approve our initial Business Combination unless the Business Combination would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other reasons. ~~Robust~~For ~~network~~instance, ~~enables~~Nasdaq ~~strong~~rules ~~sourcing~~currently ~~capabilities~~allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any Business Combination. Therefore, if we were structuring a Business Combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such Business Combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate our initial Business Combination even if holders of a majority of the outstanding shares of our common stock do not approve of the Business Combination we consummate.

~~Our~~If ~~extensive~~we ~~network~~seek ofstockholder ~~contacts~~approval ~~will~~of ~~provide~~our usinitial ~~with access~~Business toCombination, ~~significant~~our ~~deal flow~~Sponsor, ~~including~~officers ~~private equity~~ and ~~venture~~directors ~~capital~~have ~~sponsors,~~agreed ~~executives~~to ~~and~~vote ~~board~~in ~~members~~favor of ~~public~~such ~~and~~initial ~~private~~Business ~~companies~~Combination, ~~merger~~ ~~and~~regardless ~~acquisition~~of ~~advisory firms, investment banks, capital markets desks, lenders, lawyers, accountants, and other financial intermediaries.~~how ~~Our~~our ~~collective~~Public ~~experience~~Stockholders ~~and track record will give us a competitive advantage in achieving a successful Business Combination~~vote.

4Our Sponsor, officers and directors have agreed (and their permitted transferees have agreed and will agree), pursuant to the terms of a letter agreement entered into with us, to vote their Founder Shares and any Public Shares held by them in favor of our initial Business Combination. ~~Significant~~As ~~track~~a ~~record~~result, ~~executing~~in ~~M&A~~addition ~~transactions~~to our initial stockholders’ Founder Shares, we would need 2,510 additional Public Shares, or less than one percent (assuming all outstanding shares are voted), or 0 additional Public Shares (assuming only the minimum number of shares representing a quorum are voted), of the 6,255,019 outstanding Public Shares to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved. Accordingly, if we seek stockholder approval of our initial Business Combination, the agreement by our initial stockholders and management team to vote in favor of our initial Business Combination will increase the likelihood that we will receive the requisite stockholder approval for such initial Business Combination. Our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any Public Shares acquired by them, if any. We expect that our initial stockholders and their permitted transferees will own approximately 50% of our outstanding shares of common stock at the time of any such stockholders vote. Accordingly, if we seek stockholder approval of our initial Business Combination, it is more likely that the necessary stockholders approval will be received than would be the case if such persons agreed to vote their Founder Shares in accordance with the majority of the votes cast by our Public Stockholders.

Collectively, members of our board of directors have participated in over 25 M&A transactions, focused in cloud infrastructure, SaaS, or security software companies. Our team is uniquely qualified to identify leaders within high growth market sectors, to make a compelling partnership case to executive management, to conduct the proper level of due diligence, and to execute the transaction with minimal risk and attractive terms for its investors.3

~~Investment~~Your ~~Criteria~~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 such Business Combination.

~~The~~Since ~~maturity~~our ~~and~~board ~~judgment~~ of ~~our~~directors ~~management~~may ~~team~~complete ~~and~~a ~~advisors~~Business ~~will~~Combination without ~~guide~~seeking ~~our~~stockholder ~~acquisition~~approval, ~~process.~~Public ~~When~~Stockholders ~~evaluating~~may ~~candidate~~not ~~companies~~have the right or opportunity to vote on the Business Combination, unless we seek ~~expect~~such stockholder vote. Accordingly, if we do not seek stockholder approval, your only opportunity to ~~use~~affect the ~~following~~investment ~~non-exclusive criteria~~decision regarding ~~for~~a ~~determining~~potential Business Combination may be limited to exercising your redemption rights within the period of time (which will be ~~opportunities:~~at least 20 business days) set forth in our tender offer documents mailed to our Public Stockholders in which we describe our initial Business Combination.

1.The ~~Software~~ability ~~focused~~of our Public Stockholders to redeem their shares for cash may make our financial condition unattractive to potential target businesses, which may make it difficult for us to enter into a Business Combination with a target.

~~Our~~We ~~team~~may ~~has~~seek anto ~~accomplished~~enter ~~track~~into ~~record~~a ~~and~~Business ~~deep~~Combination ~~understanding~~transaction agreement ofwith ~~the~~a ~~software~~prospective ~~industry.~~target ~~Our~~that ~~management~~requires ~~team~~as ~~and~~a ~~advisors’~~closing ~~multifaceted~~condition ~~expertise~~that inwe ~~assessing~~have a ~~target’s~~minimum ~~technology~~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 ~~company~~be ~~potential~~able to proceed with the Business Combination. Prospective targets will be anaware ~~advantage~~of inthese ~~this~~risks ~~industry~~and, thus, may be reluctant to enter into a Business Combination transaction with us.

2.The ~~Recurring~~ability ~~Revenue~~of ~~Model~~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.

WeAt ~~intend~~the totime ~~target~~we ~~companies~~enter ~~that~~into ~~have~~an aagreement ~~model~~for our initial Business Combination, we will not know how many stockholders may exercise their redemption rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial Business Combination agreement ~~recurring~~requires ~~revenues~~us ~~from~~to ~~large~~use ~~and~~a ~~medium~~portion ~~enterprise~~of ~~customers~~the ~~and~~cash ~~which~~in the Trust Account to pay the purchase price or requires us to have ~~demonstrated~~a ~~net~~minimum ~~retention~~amount ~~rates~~of ~~comparable~~cash at closing, we will need to reserve a portion of the ~~industry leaders.~~cash in the Trust Account to meet such requirements or arrange for third-party financing. In ~~this~~addition, ~~way~~if a larger number of shares is submitted for redemption than we initially expected, we ~~believe~~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. The above considerations may limit our ~~investors~~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 ~~benefit~~not ~~from~~be ~~future~~adjusted ~~growth~~for any shares that are redeemed in ~~company~~connection with ~~value~~an asinitial ~~well~~Business asCombination. ~~improved~~The ~~profitability~~per-share ~~over~~amount we will distribute to stockholders who properly exercise their redemption rights ~~time~~will not be reduced by the deferred underwriting commissions 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.

3.The ~~Established~~ability ~~Market~~of ~~Acceptance~~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.

WeIf ~~are~~our ~~targeting~~initial ~~software~~Business ~~companies~~Combination ~~with~~agreement ~~enterprise~~requires ~~values~~us to use a ~~between~~portion ~~$800 million~~of ~~and~~the ~~$2 billion.~~cash Wein ~~believe~~the ~~these~~Trust ~~companies~~Account to pay the purchase price, or requires us to have ~~proven~~a ~~technologies~~minimum ~~and~~amount of cash at closing, the probability that our initial Business Combination would be unsuccessful increases. 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; ~~acceptance~~however, ~~while~~at ~~also~~such ~~having~~time our stock may trade at a discount to the pro rata amount ~~substantial~~per ~~growth~~share ~~ahead~~in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of ~~them~~funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

4~~. Strong Management Team that can Benefit from Our Expertise~~

WeThe ~~will~~requirement ~~select~~that ~~companies~~we ~~with~~complete ~~strong~~our ~~leadership~~initial ~~that~~Business ~~has~~Combination ~~implemented~~within athe ~~strategy~~prescribed totime ~~access~~frame amay ~~multi-billion dollar~~give ~~market~~potential ~~opportunity~~target ~~and~~businesses ~~welcomes~~leverage ~~our~~over ~~skills~~us in ~~improving~~negotiating ~~operations~~a ~~and~~Business ~~identifying strategic~~Combination ~~technology~~and ~~acquisitions.~~may Inlimit the ~~addition,~~time we ~~will seek companies that~~ have ~~financial~~in ~~and~~which ~~compliance~~to ~~professionals~~conduct ~~with~~due ~~the~~diligence ~~established financial~~on ~~controls~~potential ~~and~~Business ~~reporting~~Combination ~~processes~~targets, in ~~place~~particular ~~necessary to be successful~~ as ~~a public company. Further,~~ we ~~intend~~approach toour ~~select companies~~dissolution ~~that~~deadline, ~~obtained~~which ~~their~~could ~~first~~undermine ~~investment~~our atability ~~least~~to ~~five~~complete ~~years~~our ~~ago,~~initial asBusiness ~~they~~Combination ~~will~~on ~~tend~~terms tothat ~~have~~would ~~investors~~produce ~~seeing~~value ~~creative~~for ~~liquidity~~our ~~solutions~~stockholders.

3Any potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete our initial Business Combination by September 16, 2023. Consequently, such target business may obtain leverage over us in negotiating a Business Combination, knowing that if we do not complete our initial Business Combination with that particular target business, we may be unable to complete our initial Business Combination with any target business. This risk will increase as we get closer to the end of the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial Business Combination on terms that we would have rejected upon a more comprehensive investigation. In July 2021, the SEC charged a special purpose acquisition company for misleading disclosures, which could have been corrected with more adequate due diligence, and obtained substantial relief against the special purpose acquisition company and its Sponsor. Although we will invest in due diligence efforts and commit management time and resources to such efforts, there can be no assurance that our due diligence will unveil all potential issues with a target business and that we or our Sponsor will not become subject to regulatory actions related to such efforts.

5We may not be able to complete our initial Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Stockholders may receive only $10.00 ~~Demonstrated~~per ~~Growth~~share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our certificate of incorporation provides that we must complete our initial Business Combination by September 16, 2023. We ~~will~~may ~~look~~not be able to ~~invest~~find a suitable target business and complete our initial Business Combination within such time period. Our ability to complete our initial Business Combination may be negatively impacted by general market conditions, volatility in ~~companies~~the ~~that~~equity ~~have~~and ~~already~~debt ~~demonstrated~~markets and the other risks described herein including as a result of terrorist attacks, ~~profitable~~natural ~~growth~~disasters, global hostilities, or a significant outbreak of infectious diseases. For example, the coronavirus (“COVID-19”) pandemic continues both in the U.S. and ~~have~~globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial Business Combination, including as a ~~large~~result of increased market ~~opportunity~~volatility, ~~enabling~~decreased market ~~strong~~liquidity ~~growth~~and ~~over~~third-party financing being unavailable on terms acceptable to us or at all. Additionally, the ~~subsequent~~COVID-19 ~~five~~pandemic and ~~years~~other ~~driven~~events by(such as terrorist attacks, natural disasters, global hostilities or a ~~sustainable~~significant ~~competitive~~outbreak of other infectious diseases) ~~advantage~~may negatively impact businesses we may seek to acquire. It may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.

6.If ~~Ability~~we have not completed our initial Business Combination within such time period or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per share price, payable in cash, equal to ~~Couple~~the ~~Organic~~aggregate ~~Growth~~amount ~~with~~then ~~Growth~~on ~~through~~deposit ~~Acquisitions~~in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) 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. In such case, our Public Stockholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. See Item 1 A “Risk Factors – 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 herein.

~~While~~Our weability ~~are~~to ~~targeting~~consummate ~~companies~~a ~~with~~Business ~~large~~Combination, ~~markets~~and ~~that~~any target ~~can~~business ~~grow~~with ~~substantially~~which ~~through organic means,~~ we ~~will~~ultimately ~~prioritize~~consummate ~~those~~a ~~targets~~Business ~~that~~Combination, ~~have~~may ~~platform~~be ~~opportunities~~materially toadversely ~~expand~~affected ~~their~~by ~~addressable markets.~~the ByCOVID-19 ~~targeting~~pandemic ~~strategic product, customer segment~~ and other ~~technology~~events ~~acquisitions, our target combination can use its public currency~~ and ~~cash~~the ~~position~~status toof ~~generate~~debt ~~accretive transactions~~ and ~~benefit~~equity ~~our combined shareholders~~markets.

7The COVID-19 pandemic has adversely affected and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) could adversely affect the economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business of any potential target business with which we consummate a Business Combination could be, or may already have been, materially and adversely affected. Furthermore, ~~Attractive~~we ~~Terms~~may be unable to complete a Business Combination if continued concerns relating to COVID-19 or other events restrict travel, limit the ability to have meetings with potential investors, limit the ability to conduct due diligence or limit the ability of a potential target company’s personnel, vendors and services providers to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our ability to consummate a Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of and perceptions to COVID-19 and its variants, 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 (such as terrorist attacks, natural disasters, global hostilities or significant outbreaks of other infectious diseases) continue for a prolonged period of time, our ability to consummate a Business Combination, or the operations of a target business with which we ultimately consummate a Business Combination, may be materially adversely affected.

We intend to focus on a combination that gives our investors access to market-leading technologies, exceptional management and a large market opportunity at an attractive price. We believe the unique flexibility of a special purpose acquisition company offers attractive terms for private companies to access the public markets and get needed liquidity for their investors and shareholders. By focusing on a partnership that achieves strong returns for all parties, we can be a preferred partner for the market’s best software companies.5

~~These~~In ~~criteria~~addition, ~~are~~our ~~important~~ability ~~but~~to ~~not~~consummate ~~exhaustive.~~a ~~The~~transaction ~~merits~~may ~~of any particular Initial Business Combination will~~ be ~~based~~ dependent on ~~these~~the ~~general~~ability ~~guidelines~~to asraise ~~well~~equity ~~as other considerations, factors,~~ and ~~criteria that~~debt ~~our~~financing ~~management~~which ~~team~~ may ~~deem~~be ~~relevant.~~impacted Inby ~~the~~COVID-19 ~~event~~and ~~that~~other weevents, ~~decide~~including toas ~~enter into our Initial Business Combination with~~ a ~~target~~result ~~business~~of increased ~~that~~market ~~does not meet the above criteria and guidelines~~volatility, wedecreased ~~will~~market ~~disclose~~liquidity ~~that~~ in ~~our~~third-party ~~stockholder~~financing ~~communications~~being ~~related~~unavailable toon ~~our~~terms ~~Initial~~acceptable ~~Business Combination,~~to ~~which~~us ~~would be in the form of proxy solicitation materials~~ or ~~tender~~at ~~offer documents that we would file with the U~~all.~~S. Securities and Exchange Commission.~~

~~Our~~Finally ~~Business~~the ~~Combination~~COVID-19 ~~Process~~pandemic or other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.

InOur ~~evaluating~~ability to consummate a ~~prospective~~Business Combination, and any target business, with which we ~~expect~~may toultimately ~~conduct~~consummate a Business Combination, may be materially ~~thorough~~adversely ~~due~~affected ~~diligence~~by ~~review~~the ~~which~~geopolitical ~~may~~conditions ~~encompass,~~resulting ~~among~~from ~~other~~the ~~things,~~invasion ~~meetings~~of ~~with~~Ukraine ~~incumbent~~by ~~management~~Russia and ~~employees,~~subsequent ~~document~~sanctions ~~reviews~~against Russia, ~~inspection~~Belarus ofand ~~facilities,~~related asindividuals ~~well~~and asentities aand ~~review~~the status of ~~financial,~~debt ~~operational, legal~~ and ~~other~~equity ~~information~~markets, ~~that~~as ~~will~~well beas ~~made~~protectionist ~~available~~legislation toin usour target markets.

WeThe United States and global markets are ~~not~~experiencing ~~prohibited~~volatility ~~from~~and ~~pursuing~~disruption anfollowing ~~Initial~~the ~~Business~~escalation ~~Combination with~~of ageopolitical ~~business~~tensions ~~that~~and isthe ~~affiliated~~invasion ~~with~~of ~~our~~Ukraine by ~~Sponsor,~~Russia ~~officers~~in orFebruary ~~directors~~2022. In response to such invasion, the ~~event~~North weAtlantic ~~seek~~Treaty Organization (“NATO”) deployed additional military forces to ~~complete~~eastern ~~our~~Europe, ~~Initial~~and ~~Business~~the ~~Combination~~United States, the United Kingdom, the European Union and other countries have announced various ~~with~~sanctions aand ~~business~~restrictive ~~that~~actions isagainst ~~affiliated~~Russia, ~~with~~Belarus ~~our~~and ~~Sponsor~~related individuals and entities, ~~officers~~including orthe ~~directors~~removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, weincluding the United States, have also provided and may continue to provide military aid or aother ~~committee~~assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of ~~independent~~Ukraine by Russia and ~~disinterested~~the ~~directors~~resulting measures that have been taken, ~~will~~and ~~obtain~~could anbe ~~opinion~~taken ~~from~~in anthe ~~independent~~future, ~~investment~~by ~~banking~~NATO, ~~firm~~the United States, the United Kingdom, the European Union and other countries have created global security concerns that iscould have a ~~member~~lasting impact on regional and global economies. Although the length and impact of the ~~Financial~~ongoing military ~~Industry~~conflict ~~Regulatory~~in ~~Authority~~Ukraine is highly unpredictable, orthe conflict could lead to market disruptions, including significant volatility ~~FINRA~~in commodity prices, credit and orcapital ~~from~~markets, anas ~~independent~~well ~~accounting~~as ~~firm~~supply chain interruptions. Additionally, ~~that~~Russian ~~our~~military ~~Initial~~actions and ~~Business~~the ~~Combination~~resulting issanctions ~~fair~~could adversely toaffect ~~our~~the ~~Company~~global ~~from~~economy aand financial ~~point~~markets and lead to instability and lack of liquidity ~~view~~in capital markets.

~~Members~~Any of ~~our~~the ~~management~~abovementioned factors, ~~team~~or ~~may~~any ~~directly~~other ornegative ~~indirectly~~impact ~~own~~on ~~shares of~~the ~~our~~global ~~common~~economy, ~~stock~~capital ~~and/~~markets or ~~Private~~other ~~Placement~~geopolitical ~~Warrants,~~conditions ~~and,~~resulting ~~accordingly,~~from ~~may~~the ~~have~~Russian invasion aof ~~conflict~~Ukraine ofand ~~interest~~subsequent insanctions, ~~determining~~could ~~whether~~adversely affect our ability to consummate a ~~particular target~~Business ~~business~~Combination isand anany ~~appropriate~~target business with which towe ~~effectuate~~may ~~our~~ultimately ~~Initial~~consummate a Business Combination. ~~Further,~~The ~~each~~extent and duration of ~~our~~the ~~officers~~Russian ~~and directors~~invasion ~~may~~of ~~have~~Ukraine, aresulting sanctions ~~conflict~~and ofany ~~interest~~related ~~with~~market ~~respect~~disruptions are impossible to ~~evaluating~~predict, abut ~~particular~~could ~~Business~~be ~~Combination~~substantial, particularly if ~~the~~current ~~retention~~ or ~~resignation~~new sanctions continue for an extended period of ~~any~~time ~~such~~or ~~officers~~if ~~and~~geopolitical ~~directors~~tensions ~~was~~result ~~included~~in byexpanded military operations on a ~~target~~global ~~business~~scale. asAny asuch disruptions ~~condition~~may toalso ~~any~~have ~~agreement~~the ~~with~~effect ~~respect~~of toheightening ~~our~~many ~~Initial~~of ~~Business~~the other risks described in the “Risk Factors” section of this ~~Combination~~Annual Report. ~~Our~~If ~~officers~~these ~~and~~disruptions ~~directors~~or ~~are~~other ~~from~~matters ~~time~~of toglobal ~~time~~concern ~~made~~continue ~~aware~~for ofan ~~potential~~extensive ~~business~~period ~~opportunities~~of time, ~~one~~our ability to consummate a Business Combination, or ~~more~~the operations of a target business with which we may ~~desire~~ultimately toconsummate ~~pursue, for~~ a Business Combination, may be materially adversely affected.

4In addition, the invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. companies.

~~Each~~If ofwe ~~our~~seek ~~officers~~stockholder ~~and~~approval ~~directors presently has, and any~~ of them in the future may further have, fiduciary or contractual obligations to at least one other entity pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entity. Accordingly, if any of our ~~officers~~initial ~~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 these obligations to present such Business Combination opportunity to such entity, and~~ ~~only present it to us if such entity rejects~~ the ~~opportunity. We do not believe~~Sponsor, ~~however, that~~ the ~~fiduciary~~existing ~~duties~~stockholders ~~or contractual obligations~~ of ~~our~~any ~~officers~~target company or ~~directors will materially affect~~ our ~~ability~~or totheir ~~complete~~respective ~~our~~directors, ~~Business~~officers, ~~Combination.~~advisors ~~Our~~or ~~amended~~respective ~~and restated certificate~~affiliates ~~of incorporation provides that~~may, ~~prior~~subject to ~~the~~compliance ~~consummation~~with ofapplicable ~~our Initial Business Combination~~laws, weelect ~~renounce our interest in any corporate opportunity offered~~ to ~~any~~purchase ~~director~~shares or ~~officer~~warrants ~~unless~~from ~~such~~public ~~opportunity~~shareholders, iswhich ~~expressly~~may ~~offered~~influence ~~to such person solely in his or her capacity~~the asvote aon ~~director or officer of our Company and~~ such ~~opportunity~~initial isBusiness ~~one~~Combination ~~we are legally~~ and ~~contractually~~reduce ~~permitted to undertake and would otherwise be reasonable for us to pursue and~~ the ~~director~~public or“float” officer is permitted to refer that opportunity to us without violating any legal obligation. Our officers and directors would continue to be subject to all other fiduciary duties owed to us and our stockholders and no other waivers of ~~their respective fiduciary obligations have been provided to any such officers and directors. We do not have any plans to waive the fiduciary duties of~~ our ~~officers and directors post-Business Combination~~securities.

Our Sponsor, officers and directors (excluding independent directors) have agreed, pursuant to a letter agreement, not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company until 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 the closing of the Initial Public Offering or during any extended time that we have to consummate a business combination beyond 24 months as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an “Extension Period”).6

~~Initial~~Subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing stockholders of any target company or our or their respective directors, officers, advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at any meeting of stockholders held to approve an initial Business Combination, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, the existing stockholders of any target company or our or their respective directors, officers, advisors or respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $10.11 per share, based on the amounts held in the Trust Account as of December 31, 2022); (b) would represent in writing that such public shares will not be voted in favor of approving such Business Combination; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.

~~Nasdaq~~To ~~listing~~the ~~rules~~extent ~~require~~any ~~that~~such ~~our~~purchases ~~Initial~~by ~~Business~~the ~~Combination~~Sponsor, the existing stockholders ~~must~~of beany ~~with~~target ~~one~~company or ~~more~~our ~~target~~or ~~businesses~~their ~~that~~respective ~~together~~directors, ~~have~~officers, anadvisors ~~aggregate~~or ~~fair~~respective ~~market~~affiliates ~~value~~are ~~equal~~made toin atsituations ~~least~~in ~~80%~~which the oftender ~~the~~offer ~~value~~rules ofrestrictions ~~the assets~~on ~~held~~purchases inapply, the ~~Trust~~Company ~~Account~~will ~~(excluding~~disclose ~~any~~in ~~deferred~~a ~~underwriters~~Current ~~fees~~Report ~~and~~on ~~taxes~~Form ~~payable~~8-K onprior to the ~~income~~meeting of ~~earned~~stockholders onheld to approve an initial Business Combination the ~~Trust~~following: ~~Account~~(i) at the ~~time~~number of ~~our~~public ~~signing~~shares apurchased ~~definitive~~outside ~~agreement~~of inthe redemption ~~connection~~offer, along with ~~our~~the ~~Initial~~purchase ~~Business~~price(s) ~~Combination.~~for Wesuch ~~refer~~public toshares; ~~this~~(ii) asthe purpose of any such purchases; (iii) the ~~80%~~impact, ~~fair~~if ~~market~~any, ~~value~~of ~~test.~~the Ifpurchases ~~our~~on ~~board~~the likelihood that the Business Combination will be approved; (iv) the identities of ~~directors~~the isCompany ~~not~~securityholders who ~~able~~sold to ~~independently~~the ~~determine~~Sponsor, the ~~fair~~existing ~~market~~stockholders ~~value~~ of ~~the~~any target ~~business~~company or ~~businesses~~our or their respective directors, we ~~will~~officers, ~~obtain~~advisors anor ~~opinion~~respective affiliates ~~from~~(if annot ~~independent~~purchased ~~investment~~on ~~banking~~the ~~firm~~open ~~that~~market) isor athe ~~member~~nature of ~~FINRA~~the securityholders (e.g., or5% ~~from~~security anholders) ~~independent~~who ~~accounting~~sold ~~firm,~~such public ~~with~~shares; ~~respect~~and to (v) the ~~satisfaction~~number of ~~such~~shares ~~criteria~~of common stock for which the Company has received redemption requests pursuant to its redemption offer.

WeThe ~~anticipate~~purpose ~~structuring our Initial Business Combination so that the post-transaction company in which our Public Stockholders own shares will own or acquire 100%~~ of ~~the outstanding equity interests or assets of the target business or businesses. We may, however, structure our Initial Business Combination~~ such ~~that~~share ~~the~~purchases ~~post-transaction company owns~~and ~~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,~~transactions ~~but~~would ~~we will only complete such Business Combination if the post-transaction company owns~~be ~~or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not~~ to beincrease ~~required to register as an investment company under~~ the ~~Investment~~likelihood ~~Company Act. Even if the post-transaction company owns or acquires 50% or more~~ of ~~the~~satisfaction ~~outstanding voting securities~~ of ~~the~~any ~~target,~~minimum ~~our~~cash ~~stockholders~~condition ~~prior~~or tootherwise ~~our~~limiting ~~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~~public shares inelecting ~~exchange~~to ~~for~~redeem. ~~all~~A ofpurchase ~~the outstanding capital stock~~ of awarrants ~~target.~~by ~~In this case, we would acquire a 100% controlling interest in~~ the ~~target. However~~Sponsor, as ~~a result of~~ the ~~issuance~~existing ~~of a substantial number of new shares, our~~ stockholders ~~immediately prior to our Initial Business Combination could own less than a majority~~ of ~~our~~any ~~outstanding shares subsequent to our Initial Business Combination. If less than 100% of the outstanding equity interests or assets of a~~ target ~~business~~company or ~~businesses~~our ~~are owned~~ or ~~acquired~~their byrespective ~~the post-transaction company~~directors, ~~the portion~~officers, ofadvisors ~~such business~~ or ~~businesses~~respective ~~that~~affiliates ismay ~~owned~~have orthe ~~acquired~~effect isof ~~what~~increasing ~~will~~share beownership ~~taken into account for purposes~~ of ~~the~~such ~~80% fair market value test. If our Initial Business Combination involves more than one~~ target ~~business,~~company ~~the 80% fair market value test will be based~~ on ~~the aggregate~~a ~~value~~fully ofdiluted ~~all of the target businesses~~basis.

5If such transactions are effected, the consequence could be to cause an initial Business Combination to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for an initial Business Combination and could decrease the chances that an initial Business Combination would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

~~Competition~~If a stockholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We ~~expect~~will tocomply ~~encounter~~with ~~intense~~the ~~competition~~tender ~~from~~offer ~~other~~rules ~~entities~~or ~~having~~proxy rules, as applicable, awhen ~~business~~conducting ~~objective~~redemptions ~~similar~~in connection with our initial Business Combination. Despite our compliance with these rules, if a stockholder fails to ~~ours~~receive our tender offer or proxy materials, ~~including~~as ~~private~~applicable, ~~investors~~such ~~(which~~stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will describe the various procedures that must be ~~individuals~~complied with in order to validly tender or ~~investment~~redeem ~~partnerships)~~Public Shares, ~~other~~which ~~blank~~will ~~check~~include the requirement that a beneficial holder must identify itself in order to validly redeem ~~companies~~its ~~and~~shares. ~~other~~For ~~entities~~example, ~~domestic~~we ~~and~~may ~~international~~require our Public Stockholders seeking to exercise their redemption rights, ~~competing~~whether ~~for~~they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the ~~types~~date ofset ~~businesses~~forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination in the event we ~~intend~~distribute proxy materials, or to ~~acquire~~deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do, and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for Business Combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing Business Combinations. While we believe there will be numerous target businesses we could potentially acquire with the net proceeds from 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. Our Sponsor or any of its affiliates may make additional investments in us, although our Sponsor and its affiliates have no obligation or other duty to do so. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. 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 target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating and completing an Initial Business Combination.7

~~Human~~You ~~Capital~~are not entitled to protections normally afforded to investors of many other blank check companies.

We ~~currently~~are ~~have~~exempt ~~two~~from ~~officers~~certain ~~and~~rules dopromulgated ~~not~~by ~~intend~~the toSEC ~~have~~related ~~any full-time employees~~to ~~prior~~certain toblank ~~the~~check ~~completion~~companies, ofsuch ~~our~~as ~~Initial~~Rule ~~Business Combination~~419. ~~Members~~Accordingly, ofinvestors ~~our management team~~ are not ~~obligated~~afforded tothe ~~devote~~benefits ~~any~~or ~~specific~~protections ~~number~~ of ~~hours~~those torules. ~~our~~Among other ~~matters~~things, ~~but~~this ~~they~~means ~~intend~~we towill ~~devote~~have asa ~~much~~longer period of ~~their~~ time asto ~~they~~complete ~~deem~~our ~~necessary~~initial toBusiness ~~our~~Combination ~~affairs~~than ~~until~~do wecompanies ~~have~~subject ~~completed~~to ~~our~~Rule 419. Moreover, if the Initial ~~Business~~Public ~~Combination.~~Offering ~~The~~was ~~amount~~subject ofto ~~time~~Rule 419, that ~~any~~rule ~~such~~would ~~person~~prohibit ~~will~~the ~~devote~~release inof any ~~time~~interest ~~period~~earned on tofunds ~~our~~held ~~Company~~in ~~will~~the ~~vary~~Trust ~~based on~~Account ~~whether~~to aus ~~target~~unless ~~business~~and ~~has~~until ~~been~~the ~~selected~~funds ~~for~~in ~~our~~the ~~Initial~~Trust ~~Business~~Account ~~Combination~~were ~~and~~released ~~the~~to ~~current~~us ~~stage~~in connection with our completion of ~~the~~our initial Business Combination ~~process~~.

~~Item~~If 1.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 ~~Risk~~common ~~Factors~~stock.

AnIf ~~investment~~we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our ~~securities~~initial ~~involves~~Business aCombination ~~high~~pursuant ~~degree~~to ofthe ~~risk. You~~tender ~~should~~offer ~~consider~~rules, ~~carefully~~our ~~all~~Amended and Restated Certificate of ~~the~~Incorporation ~~risks~~provides ~~described~~that ~~below~~a Public Stockholder, together with ~~the~~any affiliate of such stockholder or any other person ~~information~~with ~~contained~~whom such stockholder is acting in ~~this~~concert ~~Annual~~or ~~Report,~~as ~~including our~~a ~~financial~~“group” ~~statements~~(as ~~and~~defined ~~related~~under ~~notes~~Section 13 of the Exchange Act), will ~~before~~be ~~making~~restricted afrom ~~decision~~redeeming its shares with respect to ~~invest~~more inthan ~~our~~an ~~securities.~~aggregate Ifof ~~any~~15% of the ~~following~~shares ~~events~~sold ~~occur~~in the Initial Public Offering, ~~our~~which ~~business~~we refer to as the “Excess Shares,” ~~financial~~without ~~condition~~our ~~and~~prior ~~operating~~consent. ~~results~~However, ~~may~~we would not be ~~materially~~restricting ~~adversely~~our ~~affected~~stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial Business Combination. InYour ~~that~~inability ~~event,~~to redeem the ~~trading~~Excess ~~price~~Shares ofwill reduce your influence over our ~~securities~~ ~~could~~ability ~~decline,~~to complete our initial Business Combination and you could ~~lose~~suffer ~~all~~a ormaterial loss ~~part~~on of your investment. ~~The~~in ~~risks~~us ~~and~~if ~~uncertainties~~you ~~described~~sell ~~below~~Excess ~~are~~Shares in open market transactions. Additionally, you will not ~~the~~receive ~~only~~redemption distributions ~~ones~~with respect to the Excess Shares if we ~~face~~complete our initial Business Combination. ~~Additional~~As ~~risks~~a ~~and~~result, ~~uncertainties~~you ~~that~~will wecontinue ~~are~~to ~~unaware~~hold that number of, orshares ~~that~~exceeding we15% ~~currently~~and, ~~believe~~in ~~are~~order ~~not~~to ~~material~~dispose of such shares, ~~may~~would ~~also~~be ~~become important~~required ~~factors~~to ~~that~~sell ~~adversely~~your ~~affect~~stock ~~our~~in ~~business,~~open ~~financial~~market ~~condition~~transactions, ~~and~~potentially at ~~operating~~a ~~results~~loss.

~~Risks~~Because ~~Relating~~of toour ~~Our~~limited ~~Search~~resources and the significant competition for Business Combination opportunities, ~~and~~it ~~Consummation of~~may orbe ~~Inability~~more difficult for us to ~~Consummate,~~complete aour initial Business Combination. If we are unable to complete our initial Business Combination within the required time period, our Public Stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their stock, and our warrants will expire worthless.

~~Our~~We ~~Public~~expect ~~Stockholders~~to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may ~~not~~be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do, and our financial resources will be ~~afforded~~relatively limited when contrasted with those anof ~~opportunity~~many of these competitors. Additionally, the number of blank check companies looking for Business Combination targets has increased compared to ~~vote~~recent onyears and many of these blank check companies are sponsored by entities or persons that have significant experience with completing Business Combinations. While we believe there will be numerous target businesses we could potentially acquire with the net proceeds of the 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. Furthermore, in the event we seek stockholder approval of our initial Business Combination and we are obligated to pay cash for shares of our Class A common stock, ~~which~~it ~~means~~will wepotentially reduce the resources available to us for our initial Business Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination. If we are unable to complete our initial Business Combination ~~even~~within ~~though~~the arequired ~~majority~~time ofperiod, our Public Stockholders domay ~~not~~receive ~~support~~only ~~such~~approximately a$10.00 ~~combination~~per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See Item 1 A “Risk Factors – 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 herein.

We may not hold a stockholder vote to approve our initial Business Combination unless the Business Combination would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other reasons. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any Business Combination. Therefore, if we were structuring a Business Combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such Business Combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate our initial Business Combination even if holders of a majority of the outstanding shares of our common stock do not approve of the Business Combination we consummate.8

6Due to the number of special purpose acquisition companies, there may be more competition to find an attractive target for an initial Business Combination. This could increase the costs associated with completing our initial Business Combination and may result in our inability to find a suitable target for our initial Business Combination and/or complete our initial Business Combination.

IfIn werecent ~~seek~~years, ~~stockholder~~the ~~approval~~number of ~~our~~special purpose acquisition companies that have been formed has increased substantially. Many companies have entered into Business Combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets for their initial Business Combination, ~~our~~as ~~Sponsor~~well as many additional special purpose acquisition companies currently in registration. As a result, ~~officers~~at times, fewer attractive targets may be available, and ~~directors~~it ~~have~~may ~~agreed~~require more time, effort and resources to ~~vote~~identify ina ~~favor~~suitable oftarget ~~such~~for an initial Business Combination, ~~regardless~~and/or ofcomplete ~~how~~ our ~~Public~~initial ~~Stockholders~~Business ~~vote~~Combination.

~~Our~~In ~~Sponsor~~addition, ~~officers~~because ~~and~~there ~~directors~~are ~~have~~more ~~agreed~~special ~~(and~~purpose ~~their~~acquisition ~~permitted~~companies ~~transferees~~seeking ~~will agree), pursuant~~ to ~~the~~enter ~~terms of a letter agreement entered~~ into ~~with~~an ~~us, to vote their Founder Shares and any Public Shares held by them in favor of our~~ initial Business Combination. Aswith aavailable ~~result~~targets, inthe ~~addition~~competition tofor ~~our~~available ~~initial~~targets ~~stockholders’~~with ~~Founder~~attractive fundamentals ~~Shares,~~or webusiness ~~would~~models ~~need~~may 9increase,~~375,001,~~ orwhich ~~37.5%~~could ~~(assuming~~cause ~~all~~target ~~outstanding~~companies ~~shares~~to ~~are~~demand ~~voted),~~improved orfinancial ~~1,562,501, or 6~~terms.~~25%~~ ~~(assuming~~Attractive ~~only~~deals ~~the~~could ~~minimum~~also become ~~number~~scarcer offor ~~shares~~other ~~representing~~reasons, asuch ~~quorum~~as ~~are~~economic ~~voted),~~or ofindustry ~~the~~sector 25downturns,~~000,000~~ ~~Public~~geopolitical ~~Shares~~tensions ~~sold~~or increases in the ~~Initial~~cost ~~Public~~of ~~Offering to be voted in~~additional ~~favor~~capital ofneeded anto ~~initial~~close Business ~~Combination~~Combinations inor ~~order~~operate totargets ~~have our initial~~ post-Business Combination ~~approved~~. ~~Accordingly,~~Recent ifincreases wein ~~seek~~inflation ~~stockholder approval~~in ~~of our initial Business Combination,~~ the ~~agreement~~United States byand ~~our~~elsewhere ~~initial~~may ~~stockholders~~continue ~~and~~to ~~management~~lead ~~team~~ to ~~vote~~increased inprice ~~favor~~volatility offor ~~our~~publicly ~~initial Business~~traded ~~Combination~~securities, ~~will~~including ~~increase~~ours, ~~the~~and ~~likelihood~~may ~~that~~lead ~~we will receive the requisite stockholder approval for such initial Business Combination.~~to ~~Our~~ other ~~directors~~national, regional and ~~officers~~international ~~have~~economic ~~also~~disruptions, ~~entered~~any ~~into~~of ~~the letter agreement,~~ which ~~imposes~~could ~~the~~make ~~same~~it ~~obligations~~more ondifficult ~~them~~for ~~with~~us ~~respect~~ to ~~any~~consummate ~~Public~~a ~~Shares~~business combination. ~~acquired~~In ~~by them~~addition, ifthe ~~any.~~continuing Wemilitary ~~expect~~incursion ~~that~~of ~~our~~Russia ~~initial~~into ~~stockholders~~Ukraine ~~and~~could ~~their~~continue ~~permitted~~to ~~transferees~~adversely ~~will~~impact ~~own~~macroeconomic ~~at least~~conditions, ~~20%~~sustain ofregional ~~our~~instability ~~outstanding~~and ~~shares~~result ofin ~~common~~further ~~stock~~economic atsanctions from the ~~time~~U.S. ofand ~~any~~the ~~such~~international ~~stockholders~~community ~~vote.~~in ~~Accordingly,~~a ifmanner wethat ~~seek stockholder approval~~adversely ofaffects ~~our~~us ~~initial~~and ~~Business~~any ~~Combination,~~ability itto isconsummate ~~more~~an ~~likely~~initial ~~that~~business ~~the~~combination. ~~necessary~~This ~~stockholders~~could ~~approval~~increase ~~will~~the becost ~~received~~of, ~~than~~delay ~~would~~or beotherwise ~~the case~~complicate ifor ~~such~~frustrate ~~persons~~our ~~agreed~~ability to ~~vote~~find ~~their~~a ~~Founder~~suitable ~~Shares~~target infor ~~accordance~~and/or ~~with~~complete ~~the majority of the votes cast by~~ our ~~Public~~initial ~~Stockholders~~Business Combination.

~~Your~~If ~~only opportunity to affect~~ the ~~investment decision~~funds ~~regarding~~not abeing ~~potential~~held ~~Business~~in ~~Combination~~the ~~will~~Trust beAccount ~~limited~~are insufficient to ~~the~~allow ~~exercise~~us ~~of your right~~ to ~~redeem~~operate ~~your~~through ~~shares~~at ~~from~~least usSeptember ~~for~~16, ~~cash~~2023, ~~unless~~ we ~~seek~~may ~~stockholder~~be ~~approval~~unable ofto ~~such~~complete our initial Business Combination.

~~Since~~The ~~our~~funds ~~board~~available to us outside of ~~directors~~the ~~may~~Trust ~~complete~~Account amay ~~Business~~not ~~Combination~~be ~~without~~sufficient ~~seeking~~to ~~stockholder~~allow ~~approval,~~us ~~Public~~to ~~Stockholders~~operate ~~may~~at ~~not~~least ~~have~~until ~~the~~September ~~right~~16, or2023, ~~opportunity~~assuming tothat ~~vote~~our oninitial ~~the~~ Business Combination, ~~unless~~is ~~we seek~~not ~~such~~completed ~~stockholder~~during ~~vote~~that time. ~~Accordingly~~We have incurred, ifand weexpect doto ~~not~~continue ~~seek~~to ~~stockholder~~incur ~~approval,~~significant ~~your~~costs ~~only~~in ~~opportunity~~pursuit toof ~~affect~~our ~~the~~acquisition ~~investment~~plans. ~~decision~~Management’s plans ~~regarding~~to aaddress this need for capital through potential ~~Business~~loans ~~Combination~~from ~~may~~certain beof ~~limited~~our toaffiliates ~~exercising~~are ~~your~~discussed ~~redemption~~in ~~rights~~“Item ~~within~~7. ~~the~~Management’s Discussion ~~period~~and Analysis of ~~time~~Financial ~~(which~~Condition ~~will~~and ~~be at~~Results ~~least~~of 20Operations.” ~~business~~However, ~~days)~~our ~~set~~affiliates ~~forth~~are not obligated to make loans to us in ~~our~~the ~~tender~~future, ~~offer~~and ~~documents~~we ~~mailed~~may not be able to raise additional financing from unaffiliated parties necessary to fund our ~~Public~~expenses. ~~Stockholders~~Any such event in ~~which~~the wefuture ~~describe~~may negatively impact the analysis regarding our ~~initial Business~~ability ~~Combination~~to continue as a going concern at such time.

~~The~~Of ~~ability~~the funds available to us, we could use a portion of the funds to pay fees to consultants to assist us with our ~~Public~~search ~~Stockholders~~for a target business. We could also use a portion of the funds as a down payment or to ~~redeem~~fund ~~their~~a ~~shares~~“no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for ~~cash~~transactions ~~may~~with ~~make~~other ~~our~~companies ~~financial~~or ~~condition~~investors ~~unattractive~~on terms more favorable to ~~potential~~such target businesses) with respect to a particular proposed Business Combination, ~~which~~although ~~may~~we ~~make~~do itnot ~~difficult for~~have usany current intention to do so. If we enter into a letter ~~Business~~of ~~Combination~~intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial Business Combination within the required time period, our Public Stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See Item 1 A “Risk Factors – 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 herein.

We may seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many Public Stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination. Furthermore, we will only redeem our Public Shares so long as (after such redemptions) our net tangible assets, after payment of the deferred underwriting commissions, will be at least $5,000,001 either prior to or upon consummation of an initial Business Combination, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial Business Combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to not be at least $5,000,001 either prior to or upon consummation of an initial Business Combination, after payment of the deferred underwriting commission, or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related Business Combination and may instead search for an alternate Business Combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.9

7Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination.

~~The~~Recently, ~~ability~~the ofmarket ~~our~~for ~~Public~~directors ~~Stockholders~~and officers liability insurance tofor ~~exercise~~special ~~redemption~~purpose ~~rights~~acquisition ~~with~~companies ~~respect~~has tochanged ain ~~large~~ways ~~number~~adverse ofto us and our ~~shares~~management ~~may~~team. ~~not~~Fewer ~~allow~~insurance uscompanies toare ~~complete~~offering quotes for directors and officers liability coverage, the ~~most~~premiums ~~desirable~~charged ~~Business~~for ~~Combination~~such policies have generally increased and the terms of orsuch ~~optimize~~policies ~~our~~have ~~capital~~generally ~~structure~~become less favorable. These trends may continue into the future.

AtThe ~~the~~increased ~~time~~cost weand ~~enter~~decreased ~~into~~availability anof ~~agreement~~directors ~~for~~and ~~our initial Business Combination,~~officers weliability ~~will~~insurance ~~not~~could ~~know~~make ~~how~~it ~~many~~more ~~stockholders~~difficult ~~may exercise their redemption rights~~ and, ~~therefore,~~more weexpensive ~~will~~for ~~need~~us to ~~structure~~negotiate ~~the~~and ~~transaction based~~complete onan ~~our expectations as to the number of shares that will be submitted for redemption. If our~~ initial Business Combination ~~agreement~~. ~~requires~~In usorder to ~~use~~obtain adirectors ~~portion~~and ofofficers ~~the~~liability ~~cash~~insurance ~~in the Trust Account to pay the purchase price~~ or ~~requires~~modify usits tocoverage ~~have~~as a ~~minimum~~result ~~amount~~ of ~~cash at~~becoming ~~closing, we will need to reserve~~ a ~~portion~~public ofcompany, the ~~cash in the Trust Account to meet such requirements or arrange for third~~post-~~party financing.~~Business InCombination ~~addition,~~entity ifmight ~~a larger number of shares is submitted for redemption than we initially expected, we may~~ need to ~~restructure~~incur ~~the transaction to reserve a~~ greater ~~portion~~expense ~~of the cash in the Trust Account~~ and/or ~~arrange~~accept ~~for~~less ~~third~~favorable ~~party financing~~terms. ~~Raising~~Furthermore, ~~additional~~any ~~third-party financing may~~failure ~~involve~~to ~~dilutive~~obtain ~~equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may~~adequate ~~limit~~directors ~~our~~and ~~ability~~officers toliability ~~complete~~insurance ~~the~~could ~~most~~have ~~desirable~~an ~~Business~~adverse ~~Combination~~impact ~~available~~on ~~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~~ post-Business Combination.’s ~~The~~ability ~~per-share amount we will distribute~~ to ~~stockholders~~attract ~~who properly exercise their redemption~~and ~~rights~~retain ~~will~~qualified ~~not~~officers ~~be reduced by the deferred underwriting commissions~~ 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~~directors.

~~The~~In ~~ability~~addition, after completion of ~~our~~any ~~Public~~initial ~~Stockholders~~Business Combination, our directors and officers could be subject to ~~exercise~~potential ~~redemption~~liability ~~rights~~from ~~with~~claims ~~respect~~arising from conduct alleged to ahave ~~large~~occurred ~~number~~prior ofto such ~~our~~initial ~~shares~~Business ~~could~~Combination. ~~increase~~As ~~the~~a ~~probability~~result, ~~that~~in order to protect our ~~initial~~directors and officers, the post-Business Combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be ~~unsuccessful~~an added expense for the post-Business Combination entity and ~~that~~could ~~you~~interfere ~~would~~with ~~have~~or frustrate our ability to ~~wait~~consummate ~~for~~an initial ~~liquidation~~Business inCombination ~~order~~on toterms ~~redeem~~favorable ~~your~~to ~~stock~~our investors.

If ~~our~~third ~~initial~~parties ~~Business~~bring ~~Combination~~claims ~~agreement~~against ~~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~~proceeds ~~our~~held ~~initial Business Combination would be unsuccessful increases. If our initial Business Combination is unsuccessful, you would~~in ~~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~~be toreduced ~~sell~~and ~~your stock in~~ the ~~open~~per ~~market;~~share ~~however,~~redemption atamount ~~such~~received ~~time~~by ~~our~~stockholders ~~stock~~ may ~~trade~~be atless athan ~~discount~~$10.00 ~~to the pro rata amount~~ per share ~~in the Trust Account~~. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

~~The~~Our ~~requirement~~placing ~~that~~of wefunds ~~complete~~in ~~our~~the Trust Account may not protect those funds ~~initial~~from ~~Business~~third-party ~~Combination~~claims ~~within~~against ~~the~~us. ~~prescribed~~Although ~~time~~we ~~frame~~will ~~may~~seek ~~give~~to ~~potential~~have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses ~~leverage~~and ~~over~~other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in ~~negotiating~~or ato ~~Business~~any monies held in the Trust Account for the benefit of our Public Stockholders, ~~Combination~~such ~~and~~parties may ~~limit~~not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the ~~time~~Trust weAccount, ~~have~~including, inbut ~~which~~not limited to, ~~conduct~~fraudulent ~~due~~inducement, ~~diligence~~breach onof ~~potential~~fiduciary ~~Business~~responsibility ~~Combination~~or ~~targets,~~other insimilar ~~particular~~claims, as well as weclaims ~~approach~~challenging ~~our~~the ~~dissolution~~enforceability ~~deadline~~of the waiver, ~~which~~in ~~could~~each ~~undermine~~case in order to gain an advantage with respect to a claim against our ~~ability~~assets, including the funds held in the Trust Account. If any third party refuses to ~~complete~~execute an agreement waiving such claims to the monies held in the Trust Account, our ~~initial~~management ~~Business~~will ~~Combination~~perform onan ~~terms~~analysis ~~that~~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 ~~produce~~be significantly ~~value~~more ~~for~~beneficial to us than any alternative. Making such a request of potential target businesses may make our ~~stockholders~~acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue. The underwriters of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the Trust Account.

~~Any~~Examples ~~potential~~of ~~target~~possible ~~business~~instances ~~with~~where ~~which~~ we ~~enter~~may ~~into~~engage ~~negotiations~~a third party that ~~concerning~~refuses ato ~~Business~~execute ~~Combination~~a ~~will~~waiver beinclude ~~aware~~the ~~that~~engagement weof ~~must~~a ~~complete~~third ~~our~~party ~~initial~~consultant ~~Business~~whose ~~Combination~~particular ~~within~~expertise ~~24 months~~or ~~from~~skills ~~the closing~~are ofbelieved ~~the~~by ~~Initial~~management to ~~Public~~be ~~Offering.~~significantly ~~Consequently,~~superior ~~such~~to ~~target~~those ~~business~~of ~~may~~other ~~obtain~~consultants ~~leverage~~that ~~over~~would usagree into ~~negotiating~~execute a ~~Business~~waiver ~~Combination, knowing~~or ~~that~~in ifcases where we doare ~~not~~unable ~~complete~~to ~~our~~find a ~~initial~~service ~~Business~~provider ~~Combination~~willing ~~with~~to ~~that~~execute ~~particular~~a ~~target~~waiver. ~~business~~In addition, wethere ~~may~~is beno ~~unable~~guarantee tothat ~~complete our~~such ~~initial~~entities ~~Business~~will ~~Combination~~agree ~~with~~to waive any ~~target~~claims ~~business.~~they may ~~This~~have ~~risk~~in ~~will~~the ~~increase~~future as wea ~~get~~result ~~closer~~of, toor ~~the~~arising ~~end~~out of, ~~the~~any ~~timeframe~~negotiations, ~~described above.~~contracts Inor ~~addition,~~agreements wewith ~~may~~us ~~have~~and ~~limited~~will ~~time~~not toseek ~~conduct~~recourse against ~~due~~the ~~diligence~~Trust ~~and~~Account ~~may~~for ~~enter~~any ~~into~~reason. ~~our~~Upon ~~initial~~redemption ~~Business~~of ~~Combination~~our onPublic ~~terms~~Shares, ~~that~~ if we ~~would~~ have ~~rejected~~not ~~upon~~completed aour ~~more~~initial ~~comprehensive~~Business ~~investigation.~~Combination within Inthe ~~July~~prescribed ~~2021~~timeframe, or upon the ~~SEC~~exercise ~~charged~~of a ~~special~~redemption ~~purpose~~right ~~acquisition~~in ~~company~~connection ~~for misleading disclosures, which could have been corrected~~ with ~~more~~our ~~adequate~~initial ~~due~~Business ~~diligence~~Combination, ~~and~~we ~~obtained~~will be ~~substantial~~required ~~relief~~to ~~against~~provide ~~the special~~for ~~purpose~~payment ~~acquisition~~of ~~company~~claims ~~and~~of ~~its~~creditors ~~Sponsor.~~that ~~Although~~were wenot ~~will~~waived ~~invest~~that inmay ~~due~~be ~~diligence~~brought ~~efforts~~against ~~and~~us ~~commit~~within ~~management~~the ~~time~~10 ~~and~~years ~~resources~~following toredemption. ~~such efforts~~Accordingly, ~~there~~the ~~can~~per beshare noredemption ~~assurance~~amount ~~that~~received ~~our~~by ~~due~~Public ~~diligence~~Stockholders ~~will~~could ~~unveil~~be ~~all~~less ~~potential~~than ~~issues~~the ~~with~~$10.00 aper ~~target~~share ~~business and that we~~initially orheld ~~our~~in ~~Sponsor~~the ~~will~~Trust ~~not~~Account, ~~become~~due ~~subject~~ to ~~regulatory~~claims ~~actions~~of ~~related to~~ such ~~efforts~~creditors.

810

WeOur ~~may~~Sponsor ~~not~~has agreed that it will be ~~able~~liable to ~~complete~~us if and to the extent any claims by a third party (other than our ~~initial~~independent registered public accounting firm) for services rendered or products sold to us, ~~Business~~or ~~Combination~~a ~~within~~prospective target business with which we have discussed entering into a transaction agreement, reduce the ~~prescribed~~amount ~~time~~of ~~frame~~funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in ~~which~~each case wenet ~~would~~of ~~cease~~the ~~all~~interest ~~operations~~which may be withdrawn to pay our taxes, except ~~for~~as ~~the~~to ~~purpose~~any claims by a third party who executed a waiver of ~~winding~~any upand all rights to seek access to the Trust Account and weexcept ~~would~~as ~~redeem~~to any claims under our indemnity of the underwriters of the Initial Public ~~Shares~~Offering ~~and~~against ~~liquidate~~certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in ~~which~~the ~~case~~event that an executed waiver is deemed to be unenforceable against a third party, our ~~Public~~Sponsor ~~Stockholders~~will ~~may~~not ~~receive~~be responsible to the extent of any liability for such third-party claims. We have not 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 and, therefore, our Sponsor may not be able to satisfy those obligations. We have not asked our Sponsor to reserve for such 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, orwe ~~less than~~may not be able to complete our initial Business Combination, and you would receive such lesser amount per Public Share in ~~certain~~connection ~~circumstances,~~with ~~and~~any redemption of your Public Shares. None of our ~~warrants~~officers or directors will ~~expire~~indemnify ~~worthless~~us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our ~~amended~~directors ~~and restated certificate of incorporation provides that we must complete our initial Business Combination within 24 months from the closing of the Initial Public Offering. We~~ may decide not ~~be able~~ to ~~find~~enforce a suitable target business and complete our initial Business Combination within such time period. Our ability to complete our initial Business Combination may be negatively impacted by general market conditions, volatility in the ~~equity~~indemnification ~~and debt markets and~~obligations ~~the other risks described herein including as a result~~ of ~~terrorist~~our ~~attacks~~Sponsor, ~~natural~~resulting ~~disasters,~~in ~~global hostilities, or~~ a ~~significant~~reduction ~~outbreak of infectious diseases. For example, the coronavirus (“COVID-19”) pandemic continues both~~ in the ~~U.S.~~amount ~~and globally and, while the extent~~ of ~~the~~funds ~~impact~~in of the ~~outbreak~~Trust onAccount usavailable ~~will~~for ~~depend~~distribution ~~on future developments, it could limit our ability~~ to ~~complete~~ our ~~initial Business~~Public ~~Combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all~~Stockholders. Additionally, the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire. It may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.

IfIn wethe ~~have~~event ~~not~~that ~~completed~~the ~~our~~proceeds ~~initial~~in ~~Business~~the ~~Combination~~Trust ~~within~~Account ~~such time~~are ~~period~~reduced orbelow the ~~during~~lesser ~~any Extension Period, we will~~of: (1) ~~cease~~ ~~all~~$10.00 ~~operations~~per ~~except~~Public ~~for the purpose of winding up~~Share; or (2) as ~~promptly as~~such ~~reasonably~~lesser ~~possible~~amount ~~but~~per ~~not~~Public ~~more~~Share ~~than~~held 10in ~~business~~the ~~days~~Trust ~~thereafter,~~Account ~~redeem~~as ~~100%~~ of the ~~Public~~date ~~Shares,~~of ~~at a per share price, payable~~the inliquidation ~~cash,~~of ~~equal to~~ the ~~aggregate~~Trust ~~amount~~Account ~~then~~due onto ~~deposit~~reductions in the ~~Trust~~value ~~Account,~~of ~~including~~the ~~interest~~trust ~~earned~~assets, onin ~~the~~each ~~funds~~case ~~held~~net inof the ~~Trust Account~~interest ~~and~~which ~~not~~may ~~previously~~be ~~released~~ withdrawn to ~~us to~~ pay our taxes ~~(less up to $100~~,~~000~~ ofand ~~interest~~our toSponsor ~~pay~~asserts ~~dissolution~~that ~~expenses),~~it ~~divided~~is ~~by the~~unable ~~number~~to ofsatisfy ~~then~~its ~~outstanding~~indemnification ~~Public~~obligations ~~Shares,~~or ~~which~~that ~~redemption~~it ~~will~~has ~~completely~~no ~~extinguish Public Stockholders’ rights as stockholders~~indemnification ~~(including~~obligations ~~the~~related ~~right~~ to ~~receive~~a ~~further~~particular ~~liquidating distributions~~claim, ifour ~~any);~~independent ~~and~~directors ~~(3) as~~would ~~promptly~~determine aswhether ~~reasonably possible following such redemption, subject~~ to ~~the~~take ~~approval~~legal ofaction ~~our~~against ~~remaining stockholders and~~ our ~~board~~Sponsor to ofenforce ~~directors,~~its ~~dissolve~~indemnification ~~and~~obligations. ~~liquidate,~~While ~~subject~~we ~~in each~~currently ~~case~~expect tothat our ~~obligations~~independent ~~under~~directors ~~Delaware~~would ~~law~~take tolegal ~~provide~~action ~~for~~on ~~claims~~our ofbehalf against ~~creditors~~our ~~and~~Sponsor ~~the~~to ~~requirements~~enforce ofits ~~other~~indemnification ~~applicable~~obligations ~~law.~~to ~~In such case~~us, ~~our~~it ~~Public~~is ~~Stockholders~~possible ~~may~~that ~~receive~~our ~~only~~independent ~~$10.00~~directors ~~per~~in ~~share,~~exercising ortheir business ~~less~~judgment ~~than~~and ~~$10.00~~subject ~~per~~to ~~share,~~their onfiduciary ~~the~~duties ~~redemption~~may ofchoose ~~their~~not ~~shares,~~to ~~and our~~do ~~warrants~~so ~~will~~in ~~expire~~certain ~~worthless~~instances. ~~See~~If ~~“Risk~~our ~~Factors~~independent —directors Ifchoose not ~~third~~to ~~parties~~enforce ~~bring~~these ~~claims~~indemnification ~~against us~~obligations, the ~~proceeds~~amount ~~held~~of funds in the Trust Account ~~could~~available befor ~~reduced~~distribution ~~and~~to ~~the~~our ~~per~~Public ~~share redemption amount received by stockholders~~ Stockholders may be ~~less~~reduced ~~than~~below $10.00 per share~~” and other risk factors herein~~.

~~Our~~If, ~~search~~after ~~for~~we adistribute ~~Business~~the ~~Combination, and~~proceeds ~~any~~in ~~target~~the ~~business~~Trust ~~with~~Account ~~which~~to our wePublic ~~ultimately~~Stockholders, ~~consummate~~we file a ~~Business~~bankruptcy ~~Combination~~petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may beseek ~~materially~~to ~~adversely~~recover ~~affected~~such byproceeds, and the ~~COVID-19~~members of our board of directors may be viewed as having breached their ~~pandemic~~fiduciary ~~and~~duties ~~other~~to ~~events~~our ~~and~~creditors, thereby exposing the ~~status~~members of ~~debt~~our board of directors and ~~equity~~us ~~markets~~to claims of punitive damages.

~~The~~If, ~~COVID-19 pandemic~~after ~~has~~we ~~adversely~~distribute ~~affected~~the ~~and~~proceeds ~~other~~in ~~events (such~~the asTrust ~~terrorist~~Account ~~attacks,~~to ~~natural~~our ~~disasters~~Public Stockholders, ~~global~~we ~~hostilities~~file or a ~~significant~~bankruptcy ~~outbreak~~petition ofor ~~other~~an ~~infectious~~involuntary ~~diseases)~~bankruptcy ~~could~~petition ~~adversely affect~~is ~~the~~filed ~~economies~~against ~~and~~us ~~financial~~that ~~markets~~is ~~worldwide,~~not ~~business operations and the conduct of commerce generally~~dismissed, ~~and the business of~~ any distributions ~~potential~~received ~~target~~by ~~business~~stockholders ~~with which we consummate a Business Combination~~ could be, orviewed ~~may~~under ~~already~~applicable ~~have~~debtor/creditor ~~been, materially~~ and/or ~~adversely affected.~~bankruptcy ~~Furthermore,~~laws weas ~~may~~either ~~be unable to complete~~ a ~~Business~~“preferential ~~Combination if continued concerns relating to COVID-19 or other events~~transfer” ~~restrict travel, limit the ability to have meetings with potential investors, limit the ability to conduct due diligence~~ or ~~limit the ability of~~ a ~~potential~~“fraudulent ~~target~~conveyance.” ~~company’s~~As ~~personnel, vendors and services providers to negotiate and consummate~~ a ~~transaction~~result, in a ~~timely~~ ~~manner.~~liquidator ~~The~~could ~~extent~~seek to ~~which~~recover ~~COVID-19 impacts~~some ~~our~~or ~~search~~all ~~for~~amounts areceived ~~Business~~by ~~Combination~~our ~~will depend on future developments, which~~stockholders. ~~are~~In ~~highly uncertain and cannot be predicted~~addition, ~~including~~our ~~new~~board ~~information~~of ~~which~~directors may ~~emerge~~be ~~concerning~~viewed ~~the~~as ~~severity~~having ofbreached ~~and perceptions to COVID-19 and~~ its ~~variants, and~~fiduciary ~~the~~duty ~~actions~~ to ~~contain~~our ~~COVID-19~~ creditors and/or ~~treat~~having ~~its~~acted ~~impact,~~in ~~among~~bad ~~others. If the disruptions posed by~~faith ~~COVID-19 or~~by ~~other~~paying ~~matters~~Public ofStockholders ~~global~~from ~~concern~~the ~~(such~~Trust asAccount ~~terrorist~~prior ~~attacks,~~to ~~natural~~addressing ~~disasters,~~the ~~global~~claims ~~hostilities or significant outbreaks~~ of ~~other~~creditors, ~~infectious~~thereby ~~diseases)~~exposing ~~continue~~itself ~~for~~and aus ~~prolonged period of time, our ability~~ to ~~consummate a Business Combination, or the operations~~claims of apunitive ~~target business with which we ultimately consummate a Business Combination, may be materially adversely affected~~damages.

~~In addition~~If, ~~our~~before ~~ability~~distributing tothe ~~consummate~~proceeds ain ~~transaction~~the ~~may~~Trust beAccount ~~dependent~~to onour ~~the~~Public ~~ability~~Stockholders, towe ~~raise~~file ~~equity~~a ~~and~~bankruptcy ~~debt~~petition ~~financing~~or ~~which~~an ~~may~~involuntary bebankruptcy ~~impacted~~petition byis ~~COVID-19 and~~filed ~~other~~against ~~events~~us that is not dismissed, the ~~including~~claims asof acreditors ~~result~~in such proceeding may have priority over the claims of ~~increased market~~our ~~volatility,~~stockholders ~~decreased~~and ~~market~~the ~~liquidity~~per inshare ~~third-party financing~~amount ~~being~~that ~~unavailable~~would onotherwise be ~~terms~~received ~~acceptable~~by toour usstockholders orin atconnection ~~all~~with our liquidation may be reduced.

9If, before distributing the proceeds in the Trust Account to our Public Stockholders, 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 insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any liquidation claims deplete the Trust Account, the per share amount that would otherwise be received by our Public Stockholders in connection with our liquidation would be reduced.

Finally the COVID-19 pandemic or other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.11

If we ~~seek~~are ~~stockholder~~deemed ~~approval~~to ofbe ~~our~~an investment company for purposes of ~~initial~~the ~~Business~~Investment ~~Combination~~Company Act, we would be required to institute burdensome compliance requirements and our ~~Sponsor,~~activities ~~directors,~~would ~~officers,~~be ~~advisors~~severely restricted. orAs ~~any~~a ofresult, ~~their~~in ~~affiliates~~such ~~may~~circumstances, ~~elect~~unless we are able to ~~purchase~~modify ~~shares~~our oractivities ~~warrants from~~so ~~Public~~that ~~Stockholders~~we orwould ~~warrant~~not ~~holders~~be deemed an investment company, ~~which~~we may ~~influence~~abandon aour ~~vote~~efforts onto acomplete ~~proposed~~an initial Business Combination and ~~reduce~~instead liquidate the ~~public “float” of our securities~~Company.

IfIn weorder ~~seek~~not ~~stockholder~~to ~~approval~~be ofregulated ~~our~~as ~~initial~~an ~~Business~~investment ~~Combination~~company under the Investment ~~and~~Company Act, unless we docan ~~not~~qualify ~~conduct~~for ~~redemptions~~an inexclusion, ~~connection~~we ~~with~~must ~~our~~ensure ~~initial~~that ~~Business~~we ~~Combination~~are ~~pursuant~~engaged toprimarily ~~the~~in ~~tender~~a ~~offer~~business ~~rules~~other than investing, reinvesting or trading in securities and that our ~~Sponsor~~activities do not include investing, ~~directors~~ reinvesting, ~~officers~~owning, ~~advisors~~holding or ~~any~~trading of“investment securities” ~~their~~constituting ~~affiliates~~more ~~may~~than ~~purchase~~40% ~~Public~~of ~~Shares~~our ortotal ~~public~~assets ~~warrants~~(exclusive orof aU.S. ~~combination~~government ~~thereof~~securities inand ~~privately~~cash items) on an unconsolidated ~~negotiated~~basis. ~~transactions~~Our business will be to identify and complete an initial Business Combination and thereafter to operate the post-transaction business or inassets for the ~~open~~long ~~market~~term. ~~either~~We ~~prior~~do not plan to buy businesses or ~~following~~assets ~~the~~with ~~completion~~a ofview ~~our~~to ~~initial~~resale ~~Business~~or ~~Combination~~profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

~~Any~~As ~~such~~described ~~price~~below, ~~per share may be different than~~ the ~~amount~~SPAC ~~per~~Rule ~~share a~~Proposals ~~Public~~relate, ~~Shareholder~~among ~~would~~other ~~receive if it elected~~ matters, to ~~redeem~~the ~~its~~circumstances ~~shares~~ in ~~connection~~which ~~with~~SPACs ~~our~~such ~~initial~~as ~~Business~~the ~~Combination.~~Company ~~Additionally, at~~could ~~any~~potentially ~~time~~be ~~at or prior to our initial Business Combination,~~ subject to ~~applicable~~the ~~securities~~Investment ~~laws~~Company ~~(including~~Act ~~with respect to material nonpublic information), our Sponsor, directors, officers, advisors or any of their affiliates may enter into transactions with investors~~ and ~~others~~the ~~to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination~~regulations ~~or not redeem their Public Shares~~thereunder. ~~However,~~The ~~they~~SPAC ~~are~~Rule ~~under~~Proposals nowould ~~obligation~~provide ~~or duty to do so. Such~~ a ~~purchase~~safe ~~may~~harbor ~~include~~for ~~a contractual acknowledgement that~~ such ~~Public~~companies ~~Stockholder,~~from ~~although still~~ the ~~record~~definition ~~holder~~ of ~~our~~“investment ~~shares is no longer the beneficial owner thereof and therefore agrees~~company” ~~not~~under toSection ~~exercise~~3(a)(1)(A) ~~its~~of ~~redemption rights. In~~ the ~~event~~Investment ~~that~~Company ~~our Sponsor~~Act, ~~directors,~~provided ~~officers,~~that ~~advisors or any of their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights or submitted~~ a ~~proxy~~SPAC tosatisfies ~~vote~~certain ~~against our initial Business Combination~~criteria, ~~such~~including ~~selling~~a ~~Public~~limited ~~Stockholders~~time ~~would be required to revoke their prior elections~~period to ~~redeem~~announce ~~their shares~~ and ~~any~~complete ~~proxy~~a tode-SPAC ~~vote against our initial Business Combination~~transaction. ~~The~~Specifically, ~~price~~to ~~per~~comply ~~share~~with ~~paid~~the insafe ~~any~~harbor, ~~such transaction may be different than~~ the ~~amount~~SPAC ~~per~~Rule ~~share~~Proposals ~~a Public Stockholder~~ would ~~receive~~require ~~if it elected to redeem its shares in connection with our~~a ~~initial~~company ~~Business Combination. The purpose of any such transaction could be~~ to ~~(1) vote~~file ~~such~~a ~~shares~~Current inReport ~~favor~~on ofForm ~~the~~8-K ~~initial~~announcing ~~Business Combination~~that ~~and~~it ~~thereby~~has ~~increase~~entered ~~the~~into ~~likelihood of obtaining stockholder approval of the initial Business Combination, or (2) satisfy a closing condition in~~ an agreement with a target ~~that~~company ~~requires~~for usa tobusiness ~~have~~combination no alater ~~minimum~~than ~~net~~18 ~~worth~~months orafter athe ~~certain~~effective ~~amount~~date of ~~cash~~its atregistration ~~the~~statement ~~closing of~~for ~~our~~its initial ~~Business~~public ~~Combination,~~offering ~~where it appears that such requirement would otherwise not be met, or~~ (~~3) reduce~~ the ~~number~~“IPO ~~of public~~Registration ~~warrants~~Statement”). ~~outstanding~~The orcompany towould ~~vote~~then ~~such~~be ~~warrants~~required ~~on any matters submitted~~ to ~~the~~complete ~~warrant~~its ~~holders for approval in connection with our~~ initial ~~Business~~ ~~Combination.~~business ~~Any~~combination ~~such~~no ~~transaction~~later ~~may~~than ~~result~~24 inmonths after the ~~completion~~effective date of ~~our~~the ~~initial~~IPO ~~Business~~Registration ~~Combination that may not otherwise have been possible~~Statement.

InThere ~~addition~~is currently some uncertainty concerning the applicability of the Investment Company Act to a SPAC, ifincluding ~~such~~a ~~purchases~~company ~~are~~like ~~made~~ours, ~~the~~that ~~public~~does ~~“float”~~not complete its business combination within 24 months ofafter ~~our~~the ~~shares~~effective date of ~~Class A~~the ~~common~~IPO ~~stock~~Registration orStatement. ~~warrants~~Although ~~may~~the beSPAC ~~reduced~~Rule ~~and~~Proposals, including the ~~number~~proposed ofsafe ~~beneficial~~harbor ~~holders~~rule, have ofnot ~~our~~yet ~~securities~~been adopted, and may be ~~reduced~~adopted in a revised form, the SEC has indicated that there are serious questions concerning the ~~which~~applicability ~~may~~of ~~make~~the itInvestment ~~difficult~~Company Act to ~~maintain~~a orSPAC ~~obtain~~that does not complete its initial Business Combination within the ~~quotation,~~proposed ~~listing~~time frame orset ~~trading~~forth in the proposed safe harbor rule. We do not expect to complete our initial Business Combination within 24 months of the effective date of our ~~securities~~IPO onRegistration Statement. As a ~~national~~result, ~~securities~~it ~~exchange~~is possible that a claim could be made that we have been operating as an unregistered investment company. Such a claim can be made even prior to 24 months of the effective date of our IPO Registration Statement.

If awe ~~stockholder~~are ~~fails~~deemed to ~~receive~~be ~~notice~~an investment company under the Investment Company Act, our activities would be severely restricted, including restrictions on the nature of our ~~offer~~investments and restrictions on the issuance of securities. In addition, we would be subject to ~~redeem~~burdensome compliance requirements for which we have not allotted funds and may hinder our ~~Public~~ability ~~Shares~~to incomplete ~~connection~~an initial Business Combination, including registration as an investment company with the SEC, adoption of a specific form of corporate structure and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. As a result, if we were deemed to be an investment company under the Investment Company Act, we would expect to abandon our efforts to complete an initial Business Combination and liquidate the Trust Account. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, orif ~~fails~~we are deemed to ~~comply~~be an investment company and subject to compliance with and regulation under the ~~procedures~~Investment ~~for~~Company Act, we would be subject to additional ~~tendering~~regulatory ~~its~~burdens ~~shares~~and expenses for which we have not allotted funds. As a result, ~~such~~unless ~~shares~~we ~~may~~are able to modify our activities so that we would not be ~~redeemed~~deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate the Company. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will describe the various procedures that must be complied with in order to validly tender or redeem Public Shares, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. For example, we may require our Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.12

10To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we have instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account as cash items (which may be interest bearing to the extent permitted by Continental and the applicable rules of the SEC) until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

~~You~~The ~~are~~funds ~~not~~in ~~entitled~~the Trust Account were, since our initial public offering, held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to ~~protections~~mitigate the ~~normally~~risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the ~~afforded~~Investment Company Act) and thus subject to ~~investors~~regulation under the Investment Company Act, we have instructed Continental, the 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 thereafter to hold all funds in the Trust Account as cash items (which may be interest bearing to the extent permitted by Continental and the applicable rules of ~~many~~the SEC) until the earlier of the consummation of our initial Business Combination or the liquidation of the Company. Following such liquidation, we will likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses ~~blank~~as ~~check~~permitted. ~~companies~~As a result, the decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account as cash items (which may be interest bearing to the extent permitted by Continental and the applicable rules of the SEC), combined with any permitted withdrawals of interest held in the Trust Account to pay our taxes, would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

WeIf we are ~~exempt~~unable ~~from~~to ~~certain~~complete ~~rules~~our ~~promulgated~~initial byBusiness Combination within the ~~SEC~~required ~~related~~time period and are required to ~~certain~~ ~~blank~~liquidate ~~check~~the ~~companies~~Trust Account, ~~such~~our aspublic ~~Rule 419~~stockholders may receive only approximately $10.11 per ~~Accordingly,~~share ~~investors~~(based ~~are~~on ~~not~~the ~~afforded~~amount in the ~~benefits~~Trust orAccount ~~protections~~as of ~~those~~December ~~rules. Among~~31, ~~other things~~2022), ~~this~~or ~~means~~less wein ~~will~~certain ~~have~~circumstances, aon ~~longer~~the ~~period~~liquidation of our ~~time~~Trust toAccount, ~~complete~~and our ~~initial~~warrants ~~Business~~will ~~Combination~~expire ~~than~~worthless. doIf ~~companies~~we ~~subject to~~are ~~Rule 419.~~required ~~Moreover~~to liquidate, ifyou may lose all or part of your investment in the ~~Initial~~Company ~~Public~~and ~~Offering~~you ~~was~~will ~~subject~~not be able to ~~Rule 419,~~realize ~~that~~any ~~rule~~future ~~would~~appreciation ~~prohibit~~in the ~~release~~value of ~~any~~your ~~interest earned~~investment onsince ~~funds~~an ~~held~~initial inBusiness ~~the~~Combination would ~~Trust~~not ~~Account~~have tobeen usconsummated, ~~unless~~ and ~~until~~our ~~the~~securityholders ~~funds~~would inlose the ~~Trust~~investment ~~Account~~opportunity ~~were~~associated ~~released~~with toan usinvestment in ~~connection~~the ~~with~~combined ~~our~~company, ~~completion~~including ofany ~~our~~potential ~~initial~~price ~~Business~~appreciation ~~Combination~~of our securities.

IfChanges weto ~~seek~~laws ~~stockholder~~or ~~approval~~regulations ofor ~~our initial~~in ~~Business~~how ~~Combination~~such ~~and~~laws weor doregulations are ~~not~~interpreted ~~conduct~~or ~~redemptions pursuant to the tender offer rules~~applied, ~~and if you~~ or a ~~“group” of~~failure ~~stockholders~~to ~~are~~comply ~~deemed~~with toany ~~hold~~laws, inregulations, ~~excess~~interpretations ofor ~~15%~~applications, ofmay ~~our~~adversely ~~Class A~~affect ~~common stock~~our business, ~~you~~including ~~will~~our ~~lose the~~ ability to ~~redeem~~negotiate ~~all~~and ~~such~~complete ~~shares in~~an ~~excess~~initial ofBusiness ~~15% of our Class A common stock~~Combination.

IfWe weare ~~seek~~subject ~~stockholder~~to ~~approval~~the oflaws ~~our~~and ~~initial~~regulations, ~~Business Combination~~ and weinterpretations doand applications ~~not~~of ~~conduct~~such ~~redemptions~~laws inand ~~connection~~regulations, ~~with~~of ~~our~~national, ~~initial~~regional, ~~Business~~state ~~Combination~~and ~~pursuant~~local togovernments ~~the~~and, ~~tender offer rules~~potentially, ~~our~~non-U.S. ~~amended~~jurisdictions. ~~and~~In ~~restated~~particular, ~~certificate~~we ofare ~~incorporation~~required ~~provides~~to ~~that~~comply awith ~~Public~~certain ~~Stockholder,~~SEC ~~together~~and ~~with~~potentially ~~any~~other ~~affiliate~~legal ofand ~~such~~regulatory ~~stockholder~~requirements, orand ~~any~~our ~~other~~consummation ~~person~~of ~~with~~an ~~whom~~initial ~~such~~Business ~~stockholder~~Combination ismay ~~acting~~be incontingent ~~concert~~upon orour asability ato ~~“group”~~comply ~~(as~~with ~~defined~~certain ~~under~~laws, ~~Section 13~~regulations, ofinterpretations ~~the~~and ~~Exchange Act),~~applications ~~will~~and beany ~~restricted~~post-initial ~~from~~Business ~~redeeming~~Combination ~~its~~company ~~shares~~may ~~with~~be ~~respect~~subject to ~~more~~additional ~~than~~laws, anregulations, ~~aggregate~~interpretations ofand ~~15%~~applications. ofCompliance with, ~~the~~and ~~shares~~monitoring ~~sold~~of, in the ~~Initial~~foregoing ~~Public~~may ~~Offering, which~~be ~~we refer to as the “Excess Shares~~difficult,” ~~without~~time ~~our~~consuming ~~prior~~and ~~consent~~costly. ~~However,~~Those welaws ~~would~~and ~~not~~regulations beand ~~restricting~~their ~~our stockholders’~~interpretation ~~ability~~and toapplication ~~vote~~may ~~all~~also ofchange ~~their~~from ~~shares~~time ~~(including~~to ~~Excess~~time, ~~Shares)~~and ~~for~~those orchanges ~~against~~could ~~our~~have ~~initial~~a ~~Business~~material ~~Combination.~~adverse ~~Your~~effect ~~inability~~on toour ~~redeem the~~business, ~~Excess~~including ~~Shares will reduce your influence over~~ our ability to negotiate and complete ~~our~~an initial Business Combination. ~~and~~A ~~you~~failure ~~could~~to ~~suffer~~comply awith ~~material loss~~applicable onlaws ~~your~~or ~~investment~~regulations, inas usinterpreted and ifapplied, ~~you~~could ~~sell~~have ~~Excess~~a ~~Shares~~material inadverse ~~open~~effect ~~market~~on ~~transactions.~~our ~~Additionally~~business, ~~you~~including ~~will~~our ~~not~~ability ~~receive redemption distributions with respect~~ to ~~the~~negotiate ~~Excess~~and ~~Shares if we~~ complete ~~our~~an initial Business Combination. AsThe aSEC ~~result,~~has ~~you~~adopted ~~will~~certain ~~continue~~rules toand ~~hold~~may ~~that~~in ~~number of~~the ~~shares~~future ~~exceeding~~adopt ~~15%~~other ~~and,~~rules inwhich ~~order~~may tohave ~~dispose~~a ofmaterial ~~such~~effect ~~shares,~~on ~~would~~our beactivities and ~~required~~on toour ~~sell~~ability ~~your~~to ~~stock~~consummate inan ~~open~~initial ~~market~~Business ~~transactions~~Combination, ~~potentially at~~including athe ~~loss~~SPAC Rule Proposals described below.

Because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination. If we are unable to complete our initial Business Combination within the required time period, our Public Stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their stock, and our warrants will expire worthless.13

WeThe ~~expect~~SEC tohas ~~encounter~~recently ~~intense competition from other entities having~~issued aproposed ~~business~~rules ~~objective~~relating ~~similar~~ to ~~ours,~~certain ~~including~~activities ~~private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types~~ of ~~businesses we intend to acquire~~SPACs. ~~Many~~Certain of ~~these~~the ~~individuals and~~procedures ~~entities~~that are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do, ~~and~~a ~~our~~potential ~~financial~~initial ~~resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for~~ Business Combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing Business Combinations. While we believe there will be numerous target ~~businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants~~, ~~our ability to compete with respect to the~~ ~~acquisition~~or ~~of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives~~ others anmay ~~advantage~~determine into ~~pursuing~~undertake ~~the acquisition of certain target businesses. Furthermore,~~ in ~~the~~connection ~~event~~with wesuch ~~seek~~proposals ~~stockholder approval~~may ofincrease our ~~initial~~costs ~~Business Combination~~ and ~~we are obligated to pay cash for shares of our Class A common stock, it will potentially reduce~~ the ~~resources~~time ~~available~~needed to uscomplete ~~for~~an ~~our~~ initial Business Combination. ~~Any~~and ~~of these obligations~~ may ~~place~~constrain usthe atcircumstances aunder ~~competitive~~which ~~disadvantage in successfully negotiating a Business Combination. If~~ we ~~are~~could ~~unable to~~ complete ~~our~~an initial Business Combination ~~within the required time period, our Public Stockholders may receive only approximately $10~~.00 ~~per~~The ~~share,~~need orfor ~~less~~compliance with ~~in certain circumstances, on~~ the ~~liquidation of~~SPAC ~~our~~Rule ~~Trust~~Proposals ~~Account~~may ~~and~~cause ~~our~~us ~~warrants~~to ~~will~~liquidate ~~expire worthless. See “— If third parties bring claims against us,~~ the ~~proceeds held~~funds in the Trust Account ~~could~~or beliquidate ~~reduced and~~ the ~~per-share redemption~~Company ~~amount~~at ~~received~~an byearlier ~~stockholders~~time ~~may be less~~ than ~~$10.00 per~~ ~~share”~~we ~~and~~might ~~other~~otherwise ~~risk factors herein~~choose.

11On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other things, disclosures in SEC filings in connection with business combination transactions between SPACs such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs 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 (the “Investment Company Act”), 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. The SPAC Rule Proposals have not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, a potential initial Business Combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing an initial Business Combination, and may constrain the circumstances under which we could complete an initial Business Combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

AsWe ~~the number of special purpose acquisition companies increases, there~~ may not be ~~more~~able ~~competition~~ to ~~find~~complete an ~~attractive target for an~~ initial Business Combination. with ~~This~~certain ~~could~~potential ~~increase the~~target ~~costs~~companies ~~associated~~if ~~with~~a ~~completing~~proposed ~~our~~transaction ~~initial~~with ~~Business~~the ~~Combination~~target ~~and~~company may ~~result~~be insubject ~~our inability~~ to ~~find~~review aor ~~suitable~~approval ~~target~~by ~~for our~~regulatory ~~initial~~authorities ~~Business~~pursuant ~~Combination~~to ~~and/~~certain U.S. or ~~complete~~foreign ~~our~~laws ~~initial~~or ~~Business Combination~~regulations.

InCertain ~~recent~~acquisitions ~~years,~~or ~~the~~initial ~~number~~Business ofCombinations ~~special~~may ~~purpose~~be ~~acquisition companies~~subject ~~that~~to ~~have~~review ~~been~~or ~~formed~~approval ~~has~~by ~~increased~~regulatory ~~substantially.~~authorities ~~Many~~pursuant ~~companies~~to ~~have~~certain ~~entered~~U.S. or ~~into~~foreign ~~Business~~laws ~~Combinations~~or ~~with~~regulations. ~~special~~In ~~purpose~~the ~~acquisition companies,~~event ~~and~~that ~~there~~such ~~are~~regulatory approval ~~still~~or ~~many~~clearance ~~special~~is ~~purpose~~not ~~acquisition~~obtained, ~~companies~~or ~~seeking~~the ~~targets~~review ~~for~~process ~~their~~is ~~initial~~extended ~~Business~~beyond ~~Combination,~~the asperiod ~~well as~~of ~~many~~time ~~additional~~that ~~special~~would ~~purpose~~permit ~~acquisition~~an ~~companies~~initial ~~currently~~Business Combination into ~~registration.~~be Asconsummated awith ~~result~~us, atwe ~~times,~~may ~~fewer~~not ~~attractive~~be ~~targets~~able ~~may be~~to ~~available,~~consummate ~~and~~an itinitial ~~may~~Business ~~require~~Combination ~~more~~with ~~time~~such target. In addition, regulatory ~~effort~~considerations ~~and~~may ~~resources~~decrease tothe ~~identify~~pool aof ~~suitable~~potential target ~~for~~companies anwe ~~initial~~may ~~Business~~be ~~Combination~~willing ~~and/~~or ~~complete~~ ~~our~~able ~~initial~~to ~~Business Combination~~consider.

InAmong ~~addition~~other things, ~~because~~the ~~there~~U.S. Federal ~~are~~Communications ~~more~~Act ~~special~~prohibits foreign ~~purpose~~individuals, ~~acquisition~~governments, ~~companies seeking~~and tocorporations ~~enter~~from ~~into~~owning anmore ~~initial~~than ~~Business~~a ~~Combination~~specified ~~with~~percentage ~~available~~of ~~targets,~~ the ~~competition~~capital ~~for~~stock ~~available~~of ~~targets~~a ~~with~~broadcast, ~~attractive fundamentals~~common carrier, or ~~business~~aeronautical ~~models~~radio ~~may~~station ~~increase~~licensee. In addition, ~~which~~U.S. law ~~could~~currently ~~cause~~restricts ~~target~~foreign ~~companies~~ownership toof ~~demand~~U.S. airlines. In ~~improved~~the ~~financial~~United States, ~~terms.~~certain ~~Attractive~~mergers ~~deals~~that ~~could~~may ~~also~~affect ~~become scarcer~~competition ~~for~~may ~~other~~require ~~reasons,~~certain ~~such~~filings asand ~~economic~~review orby ~~industry~~the ~~sector~~Department ~~downturns~~of Justice and the Federal Trade Commission, ~~geopolitical~~and ~~tensions~~investments or ~~increases~~acquisitions inthat ~~the~~may ~~cost~~affect ofnational ~~additional capital~~security ~~needed~~are subject to ~~close~~review ~~Business~~by ~~Combinations~~the orCommittee on ~~operate~~Foreign ~~targets~~Investment ~~post-Business~~in ~~Combination~~the United States (“CFIUS”). ~~This~~CFIUS ~~could~~is ~~increase~~an ~~the~~interagency ~~cost~~committee ~~of,~~authorized ~~delay~~to orreview certain ~~otherwise~~transactions ~~complicate~~involving orforeign ~~frustrate~~investment ~~our~~in ~~ability~~the United States by foreign persons in order to ~~find~~determine athe ~~suitable~~effect ~~target~~of ~~for~~such ~~and/or~~transactions on ~~complete~~the ~~our~~national ~~initial~~security ~~Business~~of ~~Combination~~the United States.

IfOutside the ~~funds~~United States, ~~not~~laws ~~being~~or ~~held~~regulations inmay ~~the~~affect ~~Trust~~our ~~Account~~ability ~~are~~to ~~insufficient~~consummate toan ~~allow~~initial usBusiness toCombination ~~operate~~with ~~for~~potential attarget ~~least~~companies ~~the~~incorporated 24or ~~months~~having ~~following~~business ~~the~~operations ~~closing~~in ofjurisdictions where ~~the~~national ~~Initial~~security ~~Public~~considerations, ~~Offering~~involvement in regulated industries (including telecommunications), weor ~~may be~~in ~~unable~~businesses towhere ~~complete~~a ~~our~~country’s culture ~~initial~~or ~~Business~~heritage ~~Combination~~may be implicated.

The funds available to us outside of the Trust Account may not be sufficient to allow us to operate for at least the 24 months following the closing of the Initial Public Offering, assuming that our initial Business Combination is not completed during that time. We have incurred, and expect to continue to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through potential loans from certain of our affiliates are discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.14

OfU.S. and ~~the~~foreign ~~funds~~regulators ~~available~~generally tohave ~~us,~~the wepower ~~could~~to ~~use~~deny ~~a portion of~~ the ~~funds to~~ ~~pay~~ability ~~fees to consultants to assist us with our search for a target business. We could also use a portion~~ of the ~~funds~~parties ~~as a down payment or~~ to ~~fund~~consummate a ~~“no-shop”~~transaction ~~provision (a provision in letters of intent~~ or ~~merger agreements designed~~ to ~~keep~~condition ~~target~~approval ~~businesses from~~of ~~“shopping”~~a ~~around~~transaction ~~for transactions with other companies or investors~~ on specified terms ~~more~~and ~~favorable~~conditions, ~~to such target businesses)~~which ~~with~~may ~~respect to a particular proposed Business Combination, although we do~~ not ~~have~~be ~~any~~acceptable ~~current intention~~ to dous ~~so. If we enter into a letter of intent~~ or ~~merger agreement where we paid for the right to receive exclusivity from~~ a target. ~~business~~In ~~and were subsequently required to forfeit~~ such ~~funds (whether as a result of our breach or otherwise)~~event, we ~~might~~may not ~~have~~be ~~sufficient~~able ~~funds~~ to ~~continue~~consummate ~~searching~~a ~~for, or~~transaction ~~conduct due diligence~~ with ~~respect~~that ~~to,~~potential a target ~~business~~. If we are unable to complete our initial Business Combination within the required time period, our Public Stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. 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 herein.

12As a result of these various restrictions, the pool of potential targets with which we could complete an initial Business Combination may be limited. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.00 per share, or less in certain circumstances, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

~~Changes~~If inwe ~~the~~have ~~market~~not ~~for~~completed ~~directors~~our ~~and~~initial Business Combination by ~~officers~~September ~~liability~~16, ~~insurance~~2023, ~~could~~our ~~make~~Public itStockholders ~~more~~may ~~difficult~~be ~~and~~forced ~~more~~to ~~expensive~~wait ~~for~~beyond usSeptember to16, ~~negotiate~~2023 ~~and~~before ~~complete~~redemption anfrom ~~initial~~our ~~Business~~Trust ~~Combination~~Account.

~~Recently~~If we have not completed our initial Business Combination by September 16, 2023, we will distribute the ~~market~~aggregate ~~for~~amount ~~directors~~then on deposit in the Trust Account, including interest (less up to $10,000 of interest to pay dissolution expenses and ~~officers~~which ~~liability~~interest ~~insurance~~shall be net of taxes payable), pro rata to our Public Stockholders by way of redemption and cease all operations except for ~~special~~the ~~purpose~~purposes ~~acquisition~~of ~~companies~~winding ~~has~~up ~~changed~~of inour ~~ways~~affairs, ~~adverse~~as further described herein. Any redemption of Public Stockholders from the Trust Account shall be effected automatically by function of our Amended and Restated Certificate of Incorporation prior to usany voluntary winding up. If we are required to wind up, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public ~~management~~Stockholders, ~~team.~~as ~~Fewer~~part ~~insurance~~of ~~companies~~any liquidation process, such winding up, liquidation and distribution are ~~offering~~subject in each case to our ~~quotes~~obligations under Delaware law to provide for ~~directors~~claims of creditors and ~~officers~~the ~~liability~~requirements ~~coverage~~of other applicable law. In that case, investors may be forced to wait beyond September 16, 2023, before the ~~premiums~~redemption ~~charged~~proceeds ~~for~~of ~~such~~our ~~policies~~Trust ~~have~~Account ~~generally~~become ~~increased~~available to them and they receive the ~~terms~~return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors ~~such~~prior ~~policies~~to the date of our redemption or liquidation unless, prior thereto, we consummate our initial Business Combination or amend certain provisions of our Amended and Restated Certificate of Incorporation and then only in cases where investors have ~~generally~~properly ~~become~~sought ~~less~~to ~~favorable~~redeem their shares of Class A common stock. ~~These~~Only ~~trends~~upon ~~may~~our ~~continue~~redemption ~~into~~or any liquidation will Public Stockholders be entitled to distributions if we have not completed our initial Business Combination within the ~~future~~required time period and do not amend certain provisions of our Amended and Restated Certificate of Incorporation prior thereto.

~~The~~Our ~~increased~~stockholders ~~cost~~may ~~and~~be ~~decreased~~held ~~availability~~liable ~~of directors and officers liability insurance could make it more difficult and more expensive~~ for usclaims toby ~~negotiate~~third ~~and complete an initial Business Combination.~~parties Inagainst ~~order~~us to ~~obtain~~the ~~directors~~extent ~~and~~of ~~officers~~distributions ~~liability~~received ~~insurance~~by orthem ~~modify~~upon ~~its~~redemption ~~coverage as a result~~ of ~~becoming~~their ~~a public company, the post-Business Combination entity might need to incur greater expense and/or accept less favorable terms~~shares. Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-Business Combination’s ability to attract and retain qualified officers and directors.

InUnder ~~addition,~~the ~~after~~Delaware ~~completion~~General ofCorporation ~~any~~Law ~~initial~~(the ~~Business Combination~~“DGCL”), ~~our~~stockholders ~~directors~~may ~~and~~be ~~officers~~held ~~could~~liable befor ~~subject~~claims by third parties against a corporation to ~~potential~~the ~~liability~~extent ~~from~~of ~~claims~~distributions ~~arising~~received ~~from~~by ~~conduct~~them ~~alleged~~in toa dissolution. ~~have~~The ~~occurred~~pro ~~prior~~rata portion of our Trust Account distributed to our Public Stockholders upon the redemption of our Public Shares ~~such~~in the event we do not complete our initial Business Combination within the required time period may be considered a liquidating distribution under Delaware law. AsIf a ~~result,~~corporation complies with certain procedures set forth in ~~order~~Section 280 of the DGCL intended to ~~protect~~ensure ~~our~~that ~~directors~~it makes ~~and~~reasonable ~~officers~~provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the ~~post~~corporation, a 90-~~Business~~day ~~Combination~~period ~~entity~~during which the corporation may reject any claims brought, and an additional 150-day waiting ~~need~~period before any liquidating distributions are made to ~~purchase~~stockholders, ~~additional~~any ~~insurance~~liability of stockholders with respect to ~~any~~a liquidating distribution is limited to the lesser of such ~~claims~~stockholder’s ~~(“run-off insurance”).~~pro ~~The~~rata ~~need~~share ~~for~~of ~~run-off insurance~~the claim or the amount distributed to the stockholder, and any liability of the stockholder would be anbarred ~~added~~after ~~expense~~the ~~for~~third anniversary of the ~~post-Business~~dissolution. ~~Combination~~However, ~~entity~~it ~~and~~is ~~could~~our ~~interfere~~intention ~~with~~to redeem our Public Shares as soon as reasonably possible following September 16, 2023, (or ~~frustrate~~the ~~our~~end ~~ability~~of toany ~~consummate~~Extension anPeriod) in the event we do not complete our initial Business Combination onand, ~~terms~~therefore, ~~favorable~~we do not intend to ~~our~~comply ~~investors~~with those procedures.

IfBecause ~~third~~we ~~parties~~do ~~bring~~not ~~claims~~intend ~~against~~to comply 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 ~~proceeds~~10 ~~held~~years infollowing 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 ~~Trust~~only ~~Account~~likely ~~could~~claims to arise would be ~~reduced~~from ~~and~~our vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the ~~per~~DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share ~~redemption~~of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our Public Stockholders upon the redemption of our Public Shares in the event we do not complete our initial Business Combination within the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be ~~less~~unlawful, ~~than~~then pursuant ~~$10.00~~to ~~per~~Section ~~share~~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.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Making such a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue. The underwriters of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the Trust Account.15

~~Examples~~We ~~of possible instances where we~~ may ~~engage~~not ahold ~~third~~an ~~party~~annual ~~that refuses~~meeting ~~to execute a waiver include the engagement~~ of astockholders ~~third~~until ~~party consultant whose particular expertise or skills are believed by management~~after tothe beconsummation ~~significantly superior to those~~ of ~~other~~our ~~consultants~~initial ~~that~~Business ~~would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver~~Combination. InHolders ~~addition,~~of ~~there~~our isClass noA ~~guarantee~~common ~~that~~stock ~~such entities~~ will ~~agree~~not ~~to waive any claims they may~~ have in the ~~future~~right asto aelect ~~result of,~~ or ~~arising~~remove ~~out of, any negotiations, contracts or agreements with us and will not seek recourse~~directors ~~against~~prior ~~the~~to ~~Trust Account for any reason. Upon redemption of our Public Shares, if we have not completed our initial Business Combination within~~ the ~~prescribed~~consummation ~~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 10 years following redemption~~. ~~Accordingly, the per share redemption amount received by Public Stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.~~

~~Our~~Pursuant ~~Sponsor has agreed that it will be liable~~ to usour ifAmended and toRestated ~~the~~Certificate ~~extent any~~of ~~claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us~~Incorporation, orprior ~~a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account~~ to ~~below (1) $10.00 per public share or (2) such lesser amount per public share held in~~ the ~~Trust~~closing ~~Account as~~ of ~~the~~ ~~date of~~ the ~~liquidation~~initial ofBusiness ~~the~~Combination, ~~Trust Account due to reductions in~~ the ~~value~~holders of ~~the~~our ~~trust~~Class ~~assets,~~B incommon ~~each~~stock ~~case~~will ~~net~~have of the ~~interest which~~exclusive ~~may~~right ~~be withdrawn~~ to ~~pay our taxes~~elect, remove ~~except~~and asreplace to any ~~claims~~director. byIn aaccordance ~~third~~with ~~party~~the ~~who~~Nasdaq ~~executed~~corporate agovernance ~~waiver~~requirements, ofwe ~~any~~are ~~and~~not ~~all~~required ~~rights~~ to ~~seek access~~hold toan ~~the~~annual meeting ~~Trust~~until ~~Account~~one ~~and~~year ~~except~~after asour tofirst ~~any~~fiscal ~~claims~~year-end ~~under~~following our ~~indemnity~~listing ofon ~~the~~Nasdaq ~~underwriters~~and ofthus ~~the~~may ~~Initial~~not ~~Public~~be ~~Offering~~in ~~against certain~~compliance ~~liabilities,~~with ~~including~~Section 211(b) ~~liabilities~~of ~~under~~ the ~~Securities Act. Moreover~~DGCL, inwhich ~~the~~requires ~~event that~~ an ~~executed~~annual ~~waiver~~meeting isof ~~deemed~~stockholders to be ~~unenforceable against~~held afor ~~third party, our Sponsor will not be responsible to~~ the ~~extent~~purposes of ~~any~~electing ~~liability~~directors ~~for~~in ~~such~~accordance ~~third-party claims. We have not~~with ~~independently verified whether our Sponsor, which is~~ a ~~newly formed entity, has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor~~company’s ~~only~~bylaws ~~assets~~unless ~~are~~such ~~securities~~election ofis ~~our~~made ~~Company~~by ~~and,~~written ~~therefore,~~consent ~~our~~in ~~Sponsor~~lieu ~~may~~of ~~not be able to satisfy those obligations. We have not asked our Sponsor to reserve for~~ such ~~obligations. As~~ a ~~result~~meeting. Therefore, if ~~any~~our ~~such~~stockholders ~~claims~~want us ~~were~~to ~~successfully~~hold ~~made against~~an ~~the~~annual ~~Trust~~meeting ~~Account,~~prior ~~the~~to ~~funds~~our ~~available~~consummation ~~for~~of our initial Business Combination ~~and redemptions could be reduced to less than $10.00 per public share. In such event~~, wethey may ~~not~~attempt ~~be able~~ to ~~complete~~force ~~our~~us ~~initial~~to ~~Business~~hold ~~Combination,~~one ~~and~~by submitting ~~you~~an ~~would~~application ~~receive~~to ~~such~~the ~~lesser~~Delaware ~~amount per~~Court ~~Public~~of ~~Share~~Chancery in ~~connection~~accordance with ~~any~~Section ~~redemption~~211(c) of ~~your~~the ~~Public Shares~~DGCL. ~~None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.~~

13The grant of registration rights to our initial stockholders and their permitted transferees may make it more difficult to complete our initial Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock.

~~Our~~Pursuant ~~directors~~to ~~may~~a ~~decide~~registration ~~not~~rights toagreement ~~enforce~~entered into in connection with the ~~indemnification~~Initial ~~obligations~~Public Offering, at or after the time of our initial Business Combination, our initial stockholders and their permitted transferees can demand that we register the resale of their Founder Shares after those shares convert to shares of our Class A common stock. In addition, our Sponsor and its permitted transferees can demand that we register the resale of the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants, ~~resulting~~and inholders of warrants that may be issued upon conversion of working capital loans may demand that we register the resale of 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 ~~reduction~~significant number of securities for trading in the ~~amount~~public market may have an adverse effect on the market price of ~~funds~~our Class A common stock. In addition, the existence of the registration rights may make our initial Business Combination more costly or difficult to complete. This is because the stockholders of the target business may increase the equity stake they seek in the ~~Trust~~combined ~~Account~~entity ~~available~~or ask for ~~distribution~~more cash consideration to offset the negative impact on the market price of our ~~Public~~Class ~~Stockholders~~A common stock that is expected when the common stock owned by our initial stockholders or their permitted transferees, the Private Placement Warrants owned by our Sponsor or its permitted transferees or warrants issued in connection with working capital loans are registered for resale.

InWe ~~the event that the proceeds in the Trust Account~~ are ~~reduced~~not ~~below the~~limited ~~lesser of: (1) $10.00 per Public Share; or (2) 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~~evaluating intarget ~~the~~businesses ~~value of the trust assets,~~ in ~~each~~a ~~case net of the interest which may~~particular beindustry ~~withdrawn to pay our taxes,~~ and ~~our~~you ~~Sponsor~~may ~~asserts~~be ~~that it is~~ unable to ~~satisfy~~ascertain ~~its~~the ~~indemnification~~merits ~~obligations~~ or ~~that~~risks itof ~~has~~any ~~no indemnification obligations related to a~~ particular ~~claim,~~target 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 and subject to their fiduciary duties may choose not to do so in certain instances~~operations. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Stockholders may be reduced below $10.00 per share.

~~The~~We ~~securities~~may seek to complete a Business Combination with an operating company in ~~which~~any industry or sector, but we ~~invest~~will not, under our Amended and Restated Certificate of Incorporation, be permitted to effectuate our initial Business Combination solely with another blank check company or similar company with nominal operations. To the extent we complete ~~funds~~our ~~held~~initial Business Combination, we may be affected by numerous risks inherent in the ~~Trust~~business ~~Account~~operations ~~could~~with ~~bear~~which we combine. For example, if we combine with a ~~negative~~financially ~~rate~~unstable business or an entity lacking an established record of ~~interest~~sales or earnings, ~~which~~we ~~could~~may ~~reduce~~be affected by the ~~value~~risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the ~~assets~~risks ~~held~~inherent in ~~trust~~a ~~such~~ particular target business, we cannot assure you that we will properly ascertain or assess all of the ~~per-share~~significant ~~redemption~~risk ~~amount~~factors ~~received~~or bythat ~~Public~~we ~~Stockholders~~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 securities will not ultimately prove to be less favorable to investors than ~~$10~~a direct investment, if such opportunity were available, in a target business.00 ~~per~~Accordingly, ~~share~~any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial Business Combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.

The proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain amendments to our amended and restated certificate of incorporation, our Public Stockholders are entitled to receive their pro rata share of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial Business Combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share. Negative interest rates could also reduce the amount of funds we have available to complete our initial Business Combination.16

~~If,~~We ~~after~~may weseek ~~distribute~~acquisition ~~the~~opportunities ~~proceeds~~ in ~~the~~acquisition ~~Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against~~targets us that ~~is not dismissed, a bankruptcy court~~ may ~~seek to recover such proceeds, and the members of our board of directors may~~ be ~~viewed as~~outside ~~having breached their fiduciary duties to our creditors, thereby exposing the members~~ of our ~~board~~management’s ofareas ~~directors and us to claims~~ of ~~punitive~~ ~~damages~~expertise.

~~If,~~We ~~after~~will weconsider ~~distribute~~a ~~the~~Business ~~proceeds~~Combination inoutside ~~the~~of ~~Trust Account to~~ our ~~Public~~ ~~Stockholders,~~management’s weareas ~~file~~of aexpertise ~~bankruptcy~~if ~~petition~~such orBusiness anCombination ~~involuntary~~candidate ~~bankruptcy petition~~ is ~~filed~~presented ~~against~~to us ~~that~~and iswe ~~not~~determine ~~dismissed,~~that ~~any~~such ~~distributions~~candidate ~~received~~offers byan ~~stockholders~~attractive ~~could~~acquisition beopportunity ~~viewed~~for ~~under~~our ~~applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance~~Company.” AsAlthough aour ~~result,~~management awill ~~bankruptcy~~endeavor ~~court could seek~~ to ~~recover~~evaluate ~~some~~the orrisks ~~all~~inherent in ~~amounts~~any ~~received~~particular byBusiness ~~our~~Combination ~~stockholders. In addition~~candidate, ~~our~~we ~~board of directors~~ may benot ~~viewed~~adequately asascertain ~~having~~or ~~breached~~assess ~~its~~all ~~fiduciary~~of ~~duty~~the torisks. ~~our~~An ~~creditors~~investment ~~and/or having acted~~ in ~~bad faith~~our bysecurities ~~paying~~may ~~Public~~ultimately ~~Stockholders~~prove ~~from~~to ~~the~~be ~~Trust~~less ~~Account~~favorable ~~prior~~ to ~~addressing~~investors ~~the~~than ~~claims~~a ofdirect ~~creditors~~investment, ~~thereby~~if ~~exposing~~an ~~itself~~opportunity ~~and~~were usavailable, toin ~~claims~~a ofBusiness ~~punitive~~Combination ~~damages~~candidate.

14In the event we elect to pursue an acquisition outside of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors relevant to such acquisition. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.

~~If,~~Any ~~before~~due ~~distributing~~diligence ~~the proceeds~~ in ~~the~~connection ~~Trust~~with ~~Account~~an toinitial ~~our~~Business ~~Public~~Combination may ~~Stockholders,~~not wereveal ~~file~~all arelevant ~~bankruptcy~~considerations ~~petition~~ or anliabilities ~~involuntary~~of ~~bankruptcy~~a ~~petition~~target ~~is filed against us that is not dismissed~~business, ~~the~~which ~~claims~~could ~~of creditors in such proceeding may~~ have ~~priority~~a ~~over~~material ~~the~~adverse ~~claims~~effect ofon our ~~stockholders and the per~~business, ~~share~~financial ~~amount~~condition, ~~that~~results ~~would~~of ~~otherwise~~operations beand ~~received by our stockholders in connection with our liquidation may be reduced~~prospects.

~~If,~~The ~~before~~due ~~distributing~~diligence ~~the~~undertaken ~~proceeds~~with inrespect ~~the~~to ~~Trust~~a ~~Account~~potential toinitial ~~our Public~~Business ~~Stockholders,~~Combination wemay ~~file~~not areveal ~~bankruptcy~~all ~~petition~~relevant orfacts anthat ~~involuntary~~may ~~bankruptcy~~be ~~petition~~necessary isto ~~filed~~evaluate ~~against~~such ustransaction ~~that~~or isto ~~not~~formulate ~~dismissed,~~a ~~the~~business ~~proceeds~~strategy. ~~held~~Furthermore, in the ~~Trust~~information ~~Account~~provided ~~could~~during bedue ~~subject~~diligence tomay ~~applicable~~not ~~bankruptcy~~be ~~law,~~adequate ~~and~~or ~~may~~accurate. beAs ~~included~~part inof ~~our~~the ~~bankruptcy~~due ~~estate~~diligence ~~and~~process, ~~subject~~we ~~to the~~will ~~claims~~also ofmake ~~third~~subjective ~~parties~~judgments ~~with~~regarding ~~priority over~~ the ~~claims~~results of ~~our~~operations, ~~stockholders.~~financial Tocondition ~~the~~and ~~extent~~prospects ~~any~~of ~~bankruptcy~~a ~~claims~~potential ~~deplete~~initial ~~the Trust Account,~~Business ~~the~~Combination, ~~per~~and ~~share~~these ~~amount~~judgments ~~that~~may ~~would otherwise~~ be ~~received by our Public Stockholders in connection with our liquidation would be reduced~~inaccurate.

IfDue wediligence ~~are~~conducted ~~deemed~~in toconnection bewith an ~~investment~~initial Business Combination ~~company~~may ~~under~~not result in the ~~Investment~~initial ~~Company~~Business ~~Act~~Combination being successful. If the due diligence investigation fails to identify material information regarding an opportunity, or if we ~~may~~consider besuch ~~required~~material risks to ~~institute~~be ~~burdensome~~commercially ~~compliance~~acceptable ~~requirements~~relative ~~and~~to ~~our~~the ~~activities~~opportunity, ~~may~~and bewe proceed ~~restricted~~with an initial Business Combination, ~~which~~the Company may ~~make~~subsequently itincur ~~difficult~~substantial ~~for~~impairment uscharges toor ~~complete~~other ~~our~~losses. In addition, following an initial Business Combination, we may be subject to significant, previously undisclosed liabilities of the acquired business that were not identified during due diligence and which could have a material adverse effect on our business, financial condition, results of operations and prospects.

IfAlthough we have identified general criteria and guidelines that we believe are ~~deemed~~important toin beevaluating anprospective ~~investment~~target ~~company~~businesses, ~~under~~we ~~the~~may ~~Investment~~enter ~~Company~~into our initial Business Combination with a target ~~Act~~that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our ~~activities~~initial Business Combination may benot ~~restricted,~~have ~~including:~~attributes entirely consistent with our general criteria and guidelines.

●Although ~~restrictions~~we onhave 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 all of these positive attributes. If we complete our initial Business Combination with a target that does not meet some or all of these criteria and 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 ~~nature~~transaction is required by applicable law or stock exchange rules, 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 ~~investments;~~initial Business Combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial Business Combination within the required time period, our Public Stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

~~● restrictions on the issuance of securities;~~17

~~each~~We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of ~~which~~revenue ~~may~~or ~~make~~earnings, itwhich ~~difficult~~could ~~for~~subject us to ~~complete~~volatile revenues ~~our~~or ~~initial~~earnings, ~~Business~~intense ~~Combination~~competition and difficulties in obtaining and retaining key personnel.

InTo the extent we complete our initial Business Combination with an ~~addition~~early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition 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 ~~imposed~~adequate ~~upon~~time to uscomplete ~~burdensome~~due ~~requirements~~diligence. Furthermore, ~~including:~~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 ~~registration~~may engage one or more of our underwriters from our Initial Public Offering or any of their respective affiliates to provide additional services to us, which may include acting as financial advisor in connection with an ~~investment~~initial ~~company~~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 ~~SEC;~~Trust Account only on the 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 the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination.

●We ~~adoption~~may engage one or more of our underwriters or any of their respective affiliates to provide additional services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a ~~specific~~placement ~~form~~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 are also entitled to receive deferred commissions that are conditioned on the completion of ~~corporate~~an ~~structure;~~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.

●We ~~reporting,~~are ~~record~~not ~~keeping,~~required ~~voting,~~to ~~proxy~~obtain ~~and~~an ~~disclosure~~opinion ~~requirements~~from ~~and~~an ~~compliance~~independent investment ~~with~~banking ~~other~~firm ~~rules~~or from an independent accounting firm regarding fairness, and ~~regulations~~consequently, you may have no assurance from an independent source that the price we are ~~currently~~paying ~~not~~for ~~subject~~the business is fair to our Company from a financial point of view.

WeUnless dowe ~~not~~complete ~~believe that~~ our ~~anticipated~~initial ~~principal~~Business ~~activities~~Combination ~~will~~with ~~subject~~an affiliated usentity, towe ~~the~~are ~~Investment~~not ~~Company~~required ~~Act.~~to ~~The~~obtain ~~proceeds~~an ~~held~~opinion infrom ~~the~~an ~~Trust~~independent ~~Account~~investment ~~may~~banking befirm ~~invested~~that byis ~~the trustee only in U.S. government treasury bills with~~ a ~~maturity~~member of ~~185 days~~FINRA or ~~less~~from oran inindependent accounting ~~money~~firm ~~market~~that ~~funds~~the ~~investing~~price ~~solely~~we inare ~~U.S.~~paying ~~treasuries~~is ~~and~~fair ~~meeting~~to ~~certain~~our ~~conditions under Rule 2a-7 under the Investment~~ Company ~~Act.~~from ~~Because~~a ~~the~~financial ~~investment~~point of ~~the~~view. ~~proceeds~~If ~~will~~no beopinion ~~restricted~~is ~~to these instruments~~obtained, we ~~believe~~our we stockholders will ~~meet~~be ~~the~~relying ~~requirements~~on ~~for~~ the ~~exemption~~judgment ~~provided~~of inour ~~Rule 3a-1 promulgated~~board ~~under~~of ~~the~~directors, ~~Investment~~who ~~Company~~will ~~Act. If~~determine wefair ~~were~~market ~~deemed~~value tobased beon ~~subject~~standards togenerally ~~the Investment Company Act, compliance with these additional regulatory burdens would require additional~~accepted ~~expenses~~by ~~for~~the ~~which~~financial wecommunity. ~~have~~Such ~~not~~standards ~~allotted~~used ~~funds~~will ~~and~~be ~~may~~disclosed ~~hinder~~in our ~~ability~~tender tooffer ~~consummate~~documents ~~our~~or ~~initial~~proxy ~~Business~~solicitation ~~Combination.~~materials, Ifas ~~we are unable~~applicable, related to ~~complete~~ our initial Business Combination ~~within the required time period, our Public Stockholders may receive only approximately $10~~.~~00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.~~

~~Changes~~We inmay ~~laws~~issue oradditional ~~regulations,~~shares of Class A common stock or ~~how~~preferred ~~such~~stock ~~laws~~to orcomplete ~~regulations~~our ~~are~~initial ~~interpreted~~Business Combination or ~~applied,~~under oran aemployee ~~failure~~incentive toplan ~~comply~~after ~~with~~completion ~~any~~of ~~laws~~our orinitial ~~regulations,~~Business Combination. We may ~~adversely~~also ~~affect~~issue ~~our~~shares ~~business, including~~of ~~our~~Class ~~ability~~A common stock upon the conversion of the Class B common stock at a ratio greater than one-to-one ~~negotiate~~at the ~~and~~time ~~complete~~of our initial Business Combination, as a result of the anti-dilution provisions contained in our Amended and ~~results~~Restated Certificate of ~~operations~~Incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks.

WeOur ~~are~~Amended ~~subject to laws~~ and ~~regulations~~Restated ~~enacted~~Certificate byof ~~national,~~Incorporation ~~regional~~authorizes the ~~and~~issuance ~~local~~of ~~governments.~~up Into ~~particular~~75,000,000 weshares ~~are~~of ~~required~~Class toA ~~comply~~common ~~with~~stock, ~~certain~~par ~~SEC~~value ~~and~~$0.0001 ~~other~~per ~~legal requirements~~share, ~~our~~and ~~Business~~10,000,000 ~~Combination may~~shares beof ~~contingent~~Class onB ~~our~~common ~~ability~~stock, par tovalue ~~comply~~$0.0001 ~~with~~per ~~certain~~share, ~~laws~~ and ~~regulations~~1,000,000 ~~and~~shares ~~any~~of ~~post-Business~~undesignated ~~Combination~~preferred ~~company~~stock, ~~may~~par bevalue ~~subject to~~$0.0001 ~~additional~~per ~~laws~~share. ~~and~~As ~~regulations.~~of ~~Compliance~~December ~~with~~31, ~~and~~2022, there ~~monitoring~~were of25,000,000 ~~applicable~~shares ~~laws~~of ~~and~~our ~~regulations~~Class ~~may~~A becommon ~~difficult,~~stock ~~time consuming~~ and ~~costly.~~6,250,000 ~~Those~~shares ~~laws~~of ~~and~~our ~~regulations~~Class ~~and~~B ~~their~~common ~~interpretation~~stock issued and ~~application~~outstanding. ~~may~~Additionally, as ~~also~~of ~~change~~December ~~from~~31, ~~time to time~~2022, ~~including~~there aswere a8,333,333 ~~result of~~public ~~changes~~warrants inand ~~economic~~4, ~~political~~666,667 ~~social~~private ~~and~~placement ~~government~~warrants ~~policies~~outstanding, ~~and~~each ~~those~~exercisable ~~changes~~for one ~~could~~share ~~have~~of aClass ~~material~~A ~~adverse~~common ~~effect~~stock onat ~~our~~an ~~business, including~~exercise ~~our~~price ~~ability~~of to$11.50. ~~negotiate~~Shares ~~and~~of ~~complete~~Class ~~our~~B ~~initial~~common ~~Business~~stock ~~Combination,~~are ~~investments~~automatically ~~and~~convertible ~~results~~into shares of ~~operations.~~our InClass ~~addition, a~~A ~~failure~~common tostock ~~comply~~at ~~with~~the ~~applicable~~time ~~laws~~of orour ~~regulations,~~initial asBusiness ~~interpreted and applied~~Combination, ~~could~~initially ~~have~~at a ~~material~~one-for-one ~~adverse~~ratio ~~effect~~but onsubject ~~our~~to ~~business,~~adjustment ~~including~~as ~~our~~set ~~ability~~forth toherein. ~~negotiate~~As ~~and~~of ~~complete~~December ~~our~~31, ~~initial~~2022, ~~Business~~there ~~Combination,~~were ~~and~~no ~~results~~preferred ofshares ~~operations~~issued and outstanding.

1518

IfWe wemay ~~have~~issue ~~not~~a ~~completed~~substantial number of additional shares of Class A common stock and may issue shares of preferred stock, in order to complete our initial Business Combination (including pursuant to a specified future issuance) or under an employee incentive plan after completion of our initial Business Combination. ~~within~~We 24may ~~months~~also issue shares of Class A common stock upon conversion of the ~~closing~~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 ~~Initial~~anti-dilution ~~Public~~provisions ~~Offering~~contained orin ~~during~~our ~~any~~Amended ~~Extension~~and ~~Period~~Restated Certificate of Incorporation. However, our Amended ~~Public~~and ~~Stockholders may~~Restated beCertificate ~~forced~~of Incorporation provides, among other things, that prior to ~~wait~~our ~~beyond~~initial ~~such~~Business 24Combination, ~~months~~we ~~before~~may not ~~redemption~~issue additional shares of capital stock that would entitle the holders thereof to (1) receive funds from ~~our~~the Trust Account or (2) vote as a class with our Public Shares (a) on any initial Business Combination or (b) to approve an amendment to our Amended and Restated Certificate of Incorporation to (x) extend the time we have to consummate a Business Combination beyond September 16, 2023, or (y) amend the foregoing provisions. The issuance of additional shares of common or preferred stock:

If● wemay ~~have~~significantly ~~not~~dilute ~~completed our initial Business Combination within 24 months from~~ the ~~closing~~equity ~~of the Initial Public Offering or during any Extension Period, we will distribute the aggregate amount then on deposit in the Trust Account, including~~ interest ~~(less~~of uppublic ~~to $10~~investors,~~000~~ ~~of interest to pay dissolution expenses and~~ which ~~interest~~dilution ~~shall~~would beincrease ~~net~~if ~~of taxes payable), pro rata to our Public Stockholders by way of redemption and cease all operations except for~~ the ~~purposes~~anti-dilution ofprovisions ~~winding~~in ~~up of our affairs, as further described herein. Any redemption of Public Stockholders from~~ the ~~Trust~~Founder ~~Account~~Shares ~~shall~~resulted be effected automatically by function of our amended and restated certificate of incorporation prior to any voluntary winding up. If we are required to windup, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Stockholders, as part of any liquidation process, such winding up, liquidation and distribution are subject in ~~each case to our obligations under Delaware law to provide for claims of creditors and~~ the ~~requirements~~issuance of other applicable law. In that case, investors may be forced to wait beyond the initial 24 months before the redemption proceeds of our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial Business Combination or amend certain provisions of our amended and restated certificate of incorporation and then only in cases where investors have properly sought to redeem their shares of Class A common stock. ~~Only upon~~on ~~our~~a ~~redemption~~greater orthan ~~any liquidation will Public Stockholders be entitled~~ one-to-one ~~distributions~~basis ifupon weconversion ~~have~~of ~~not completed our initial Business Combination within~~ the ~~required~~Founder ~~time period and do not amend certain provisions of our amended and restated certificate of incorporation prior thereto.~~Shares;

~~Our~~● ~~stockholders~~ may besubordinate ~~held~~the ~~liable~~rights ~~for claims~~of byholders ~~third~~of ~~parties~~common ~~against~~stock usif topreferred ~~the~~stock ~~extent~~is ofissued ~~distributions~~with ~~received~~rights bysenior ~~them~~to ~~upon~~those ~~redemption~~afforded ofour ~~their~~common ~~shares.~~stock;

~~Under~~● ~~the~~could ~~Delaware~~cause ~~General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against~~ a ~~corporation~~change ~~to the extent~~ of ~~distributions~~control ~~received~~if ~~by them in~~ a ~~dissolution.~~ ~~The~~substantial ~~pro~~number ~~rata portion~~ of ~~our~~common ~~Trust~~stock ~~Account~~is distributed to our Public Stockholders upon the redemption of our Public Shares in the event we do not complete our initial Business Combination within the required time 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 itissued, ~~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~~affect, ~~and~~among another ~~additional 150-day waiting period before any liquidating distributions are made to stockholders~~things, ~~any~~our ~~liability~~ability ~~of stockholders with respect~~ to ause ~~liquidating~~our ~~distribution~~net isoperating ~~limited~~loss tocarry ~~the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder~~forwards, ~~and~~if any ~~liability of the stockholder would be barred after the third anniversary of the dissolution. However~~, itand ~~is our~~could ~~intention~~result toin ~~redeem our Public Shares as soon as reasonably possible following~~ the ~~24th month~~resignation ~~from the closing of the Initial Public Offering (~~or ~~the~~removal ~~end~~ of ~~any Extension Period) in the event we do not complete~~ our ~~initial~~present ~~Business~~officers ~~Combination~~ and~~, therefore,~~ ~~we do not intend to comply with those procedures.~~directors;

~~Because~~● wemay dohave ~~not intend to comply with Section 280, Section 281(b) of~~ the ~~DGCL~~effect ~~requires us to adopt a plan, based on facts known to us at such time that will provide for our payment~~ of ~~all~~delaying ~~existing and pending claims~~ or ~~claims~~preventing ~~that may be potentially brought against us within the 10 years following our dissolution. However, because we are~~ a ~~blank~~change 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, consultants, etc.) or prospective target businesses. If our plan of ~~distribution~~control ~~complies with Section 281(b)~~ of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. ~~As such, our stockholders could potentially be liable for any claims to the extent of distributions received~~ by ~~them~~diluting ~~(but no more) and any liability of our stockholders may extend beyond~~ the ~~third~~stock ~~anniversary~~ownership ofor ~~such~~voting ~~date.~~rights ~~Furthermore, if the pro rata portion~~ of our Trust Account distributed to our Public Stockholders upon the redemption of our Public Shares in the event we do not complete our initial Business Combination within the required time period is not considered a ~~liquidating~~person ~~distribution~~seeking ~~under Delaware law and such redemption distribution is deemed~~ to beobtain ~~unlawful, then~~control ~~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.~~us;

16● may adversely affect prevailing market prices for our Units, Class A common stock and/or warrants; and

We● may not ~~hold~~result anin ~~annual~~adjustment ~~meeting of stockholders until after the consummation of our initial Business Combination. Our Public Stockholders will not have the right~~ to ~~elect or remove directors prior to~~ the ~~consummation~~exercise price of our ~~initial Business Combination~~warrants.

We may ~~not~~reincorporate ~~hold~~in ananother ~~annual~~jurisdiction ~~meeting~~in ofconnection ~~stockholders until after we consummate~~with our initial Business Combination ~~(unless required by Nasdaq)~~ and thus may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors in accordance with a company’s bylaws unless such ~~election~~reincorporation ismay ~~made~~result ~~by written consent~~ in ~~lieu~~taxes ofimposed ~~such~~on ~~a meeting. Therefore, if our~~ stockholders ~~want~~or uswarrant to hold an annual meeting prior to our consummation of our initial Business Combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCLholders.

~~The~~We ~~grant~~may ofeffect ~~registration~~a ~~rights~~Business toCombination ~~our~~with a target company in another ~~initial~~jurisdiction, ~~stockholders~~reincorporate ~~and~~in ~~their~~the ~~permitted~~jurisdiction ~~transferees~~in which the target company or business is located, or reincorporate in another jurisdiction. Such transactions may ~~make~~result itin ~~more~~tax ~~difficult~~liability tofor ~~complete~~a ~~our~~stockholder ~~initial~~or ~~Business~~warrant ~~Combination~~holder in the jurisdiction in which the stockholder or warrant holder is a tax resident (or in which its members are resident if it is a tax transparent entity), ~~and~~in which the target company is located, ~~future~~or ~~exercise~~in ofwhich we reincorporate. We do not intend to make any cash distributions to pay such ~~rights~~taxes. Stockholders or warrant holders may ~~adversely~~be subject ~~affect~~to ~~the~~withholding ~~market~~taxes ~~price~~or other taxes with respect to their ownership of ~~our~~us ~~Class A~~after ~~common~~the ~~stock~~reincorporation.

AtResources orcould ~~after~~be ~~the~~wasted ~~time~~in ofresearching ~~our~~acquisitions ~~initial Business Combination, our initial stockholders and their permitted transferees can demand~~ that ~~we register the resale of their Founder Shares after those shares convert~~are tonot ~~shares of our Class A common stock. In addition~~completed, ~~our~~which ~~Sponsor~~could ~~and~~materially ~~its~~adversely ~~permitted~~affect ~~transferees~~subsequent ~~can~~attempts ~~demand~~to ~~that~~locate ~~we register the resale of the Private Placement Warrants~~ and ~~the~~acquire shares of Class A common stock issuable upon exercise of the Private Placement Warrants, and holders of warrants that may be issued upon conversion of working capital loans may demand that we register the resale of such warrants or ~~the~~merge ~~Class A~~with ~~common~~another ~~stock issuable upon exercise of such warrants~~business. WeIf ~~will bear the cost of registering these securities. The registration~~we ~~and~~are ~~availability~~unable ofto ~~such~~complete ~~a significant number of securities for trading in the public market may have an adverse effect on the market price of~~ our ~~Class A common stock. In addition, the existence of the registration rights may make our~~ initial Business Combination ~~more~~ ~~costly~~within ~~or difficult to complete. This is because~~ the ~~stockholders~~required oftime ~~the~~period, ~~target~~our ~~business~~Public Stockholders may ~~increase~~receive ~~the~~only ~~equity stake they seek~~approximately in$10.00 ~~the~~per ~~combined~~share, ~~entity~~ or ~~ask~~less ~~for~~than ~~more~~such ~~cash~~amount ~~consideration~~in tocertain ~~offset~~circumstances, ~~the negative impact~~ on the ~~market~~liquidation ~~price~~ of our ~~Class A~~Trust ~~common stock~~Account ~~that~~and ~~is expected when the common stock owned by~~ our ~~initial stockholders or their permitted transferees, the Private Placement Warrants owned by our Sponsor or its permitted transferees or~~ warrants ~~issued~~will ~~in connection with working capital loans are registered for resale~~expire worthless.

~~Because~~We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we ~~are~~decide ~~neither~~not ~~limited~~to complete a specific initial Business Combination, the costs incurred up to ~~evaluating~~that point for the proposed transaction likely would not be recoverable. Furthermore, if ~~target~~we ~~businesses~~reach inan agreement relating to a ~~particular~~specific ~~industry~~target business, ~~you~~we may fail to complete our initial Business Combination for any number of reasons including those beyond our control. Any such event will beresult in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to ~~ascertain~~complete our initial Business Combination within the ~~merits~~required time, our Public Stockholders may receive only approximately $10.00 per share, or ~~risks~~less in certain circumstances, on the liquidation of ~~any~~our ~~particular~~Trust ~~target~~Account ~~business’s operations~~and our warrants will expire worthless.

We may seek to complete a Business Combination with an operating company in any industry or sector, but we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our initial Business Combination solely with another blank check company or similar company with nominal operations. To the extent we complete our initial Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors than a direct investment, if such opportunity were available, in a target business. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial Business Combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.19

17We may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers or directors which may raise potential conflicts of interest.

WeIn light of the involvement of our Sponsor, officers and directors with other entities, we may ~~seek~~decide ~~acquisition~~to acquire one or more businesses affiliated with our Sponsor, officers and directors. Our officers and directors also serve as officers and board members for other entities, including, without limitation, those described under “Item 10. Directors, Executive Officers and Corporate Governance — Conflicts of Interest.” Such entities may compete with us for Business Combination opportunities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated inentities, ~~industries~~we ~~outside~~would pursue such a transaction if we determined that such affiliated entity met our criteria for a Business Combination and such transaction was approved by a majority of our independent and disinterested directors. Despite any agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, regarding the ~~technology~~fairness ~~industry~~to our ~~(which~~Company ~~industries~~from ~~may~~a financial point of view of a Business Combination with one or more domestic or international businesses affiliated with our Sponsor, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be ~~outside~~as ofadvantageous to our ~~management’s~~Company ~~area~~and our Public Stockholders as they would be absent any conflicts of ~~expertise)~~interest.

~~Although~~Since weour ~~intend~~initial tostockholders ~~focus~~will onlose ~~identifying~~their ~~Business~~entire ~~Combination candidates~~investment in ~~the~~us ~~technology~~if ~~industry,~~our weinitial ~~will consider a~~ Business Combination ~~outside~~is ofnot ~~the~~completed ~~technology industry~~ (~~which~~other ~~industries~~than ~~may~~with berespect ~~outside our management’s area of expertise) if a Business Combination candidate is presented~~ to usPublic ~~and~~Shares wethey ~~determine~~may ~~that~~acquire), ~~such candidate offers an attractive acquisition opportunity for our Company or we are unable to identify~~ a ~~suitable~~conflict ~~candidate in the technology industry.~~of ~~Although~~interest ~~our management will endeavor to evaluate the risks inherent in any particular Business Combination candidate, we~~ may ~~not~~arise ~~adequately ascertain or assess all of the risks. An investment~~ in ~~our~~determining ~~securities~~whether ~~may ultimately prove to be less favorable to investors than~~ a ~~direct investment,~~particular iftarget anbusiness ~~opportunity~~is ~~were~~appropriate ~~available,~~for inour ainitial Business Combination ~~candidate~~.

InOur ~~the~~initial ~~event~~stockholders weand ~~elect~~their topermitted ~~pursue~~transferees ~~an acquisition outside of the technology~~collectively ~~industry~~hold 6,250,000 ~~our~~Founder ~~management’s~~Shares ~~expertise~~as ~~may~~of ~~not~~the bedate ~~directly~~of ~~applicable~~this toAnnual ~~its~~Report, ~~evaluation~~including ~~or operation~~4,889,500 ~~and~~held by our ~~management’s~~Sponsor. ~~expertise would~~The ~~not~~Founder beShares ~~relevant~~will tobe worthless anif ~~understanding~~we ofdo ~~the~~not ~~business~~complete ~~that~~an weinitial ~~elect~~Business ~~to acquire~~Combination. AsIn ~~a result~~addition, our ~~management~~Sponsor ~~may~~purchased ~~not~~an beaggregate ~~able~~of to4,666,667 ~~adequately~~Private ~~ascertain~~Placement orWarrants, ~~assess~~each ~~all~~exercisable for one share of ~~the~~our ~~significant~~Class ~~risk~~A ~~factors~~common ~~relevant~~stock, tofor ~~such~~a ~~acquisition.~~purchase ~~Accordingly~~price of $7,000,000 ~~any~~in ~~stockholders~~the aggregate, or $1.50 per warrant, ~~holders who~~that ~~choose~~will toalso ~~remain~~be aworthless ~~stockholder~~if orwe ~~warrant~~do ~~holder~~not ~~following~~complete ~~our~~a ~~initial~~ Business Combination. ~~could~~Each ~~suffer~~Private aPlacement ~~reduction~~Warrant inmay ~~the~~be ~~value~~exercised offor ~~their~~one ~~securities.~~share ~~Such~~of ~~stockholders~~Class orA ~~warrant~~common ~~holders~~stock ~~are~~at ~~unlikely~~a toprice ~~have~~of a$11.50 ~~remedy~~per ~~for~~share, ~~such~~subject ~~reduction~~to ~~in value~~adjustment.

~~Any~~The ~~due~~Founder ~~diligence~~Shares are identical to the shares of common stock included in the Units, except that: (1) the Founder Shares are subject to certain transfer restrictions; (2) our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to: (a) waive their redemption rights with respect to their Founder Shares and any Public Shares held by them, as applicable, in connection with the completion of our initial Business Combination; an(b) waive their redemption rights with respect to their Founder Shares and any Public Shares held by them 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 redemptions in connection with our initial Business Combination ~~may~~or to redeem 100% of our Public Shares if we do not ~~reveal~~consummate ~~all~~our ~~relevant~~initial ~~considerations~~Business Combination by September 16, 2023, or ~~liabilities~~(ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (c) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to complete our initial Business Combination by September 16, 2023 (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial Business Combination within the prescribed time frame); (3) the Founder Shares will automatically convert into shares of aour ~~target~~Class ~~business~~A common stock at the time of our initial Business Combination, ~~which~~or ~~could~~earlier ~~have~~at the option of the holder, on a ~~material~~one-for-one basis, subject to adjustment pursuant to ~~adverse~~certain ~~effect~~anti-dilution rights, as described in more detail below; and (4) the Founder Shares are entitled to registration rights. In addition, our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any Public Shares acquired by them. If we submit our ~~business~~initial Business Combination to our Public Stockholders for a vote, ~~financial~~our ~~condition~~initial stockholders have agreed (and their permitted transferees have agreed and will agree), ~~results~~pursuant to the terms of ~~operations~~a letter agreement entered into with us, to vote their Founder Shares and ~~prospects~~any Public Shares held by them purchased during or after the Initial Public Offering in favor of our initial Business Combination.

The ~~due~~personal ~~diligence~~and ~~undertaken~~financial ~~with~~interests ~~respect~~of toour aSponsor, ~~potential~~officers ~~initial~~and ~~Business~~directors ~~Combination~~ may ~~not~~influence ~~reveal~~their ~~all~~motivation ~~relevant~~in ~~facts~~identifying ~~that~~and ~~may~~selecting bea ~~necessary~~target toBusiness ~~evaluate~~Combination, ~~such~~completing ~~transaction~~an orinitial toBusiness ~~formulate a business strategy.~~Combination ~~Furthermore,~~and influencing the ~~information~~operation ~~provided~~of ~~during~~the ~~due~~business ~~diligence~~following ~~may~~the ~~not~~initial beBusiness ~~adequate or accurate~~Combination. AsThis ~~part~~risk ofmay ~~the~~become ~~due~~more ~~diligence~~acute ~~process,~~as wethe ~~will~~deadline ~~also~~to ~~make~~complete ~~subjective~~our ~~judgments regarding the results of operations, financial condition and prospects of a potential~~ initial Business Combination, ~~and these judgments may be inaccurate~~nears.

Due diligence conducted in connection with an initial Business Combination may not result in the initial Business Combination being successful. If the due diligence investigation fails to identify material information regarding an opportunity, or if we consider such material risks to be commercially acceptable relative to the opportunity, and we proceed with an initial Business Combination, the Company may subsequently incur substantial impairment charges or other losses. In addition, following an initial Business Combination, we may be subject to significant, previously undisclosed liabilities of the acquired business that were not identified during due diligence and which could have a material adverse effect on our business, financial condition, results of operations and prospects.20

~~Although~~We wemay ~~have~~issue ~~identified~~notes ~~general~~or ~~criteria and~~other ~~guidelines~~debt ~~that~~securities, weor ~~believe~~otherwise ~~are~~incur substantial ~~important~~debt, into ~~evaluating~~complete ~~prospective~~a ~~target~~Business ~~businesses~~Combination, wewhich may ~~enter~~adversely ~~into~~affect our ~~initial~~leverage ~~Business~~and ~~Combination with~~financial acondition ~~target that does not meet such criteria~~ and ~~guidelines,~~thus ~~and~~negatively impact ~~as a result,~~ the ~~target~~value ~~business~~of ~~with which we enter into~~ our ~~initial Business~~stockholders’ ~~Combination~~investment ~~may~~in ~~not have attributes entirely consistent with our general criteria and guidelines~~us.

~~Although~~We wemay ~~have~~choose ~~identified~~to ~~general~~incur ~~criteria~~substantial ~~and~~debt ~~guidelines~~to ~~for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial Business Combination will not have all of these positive attributes. If we~~ complete our initial Business Combination ~~with~~and aaffiliates ~~target that does not meet some or all~~ of ~~these~~ ~~criteria~~Stratim ~~and guidelines~~Capital, ~~such~~LLC ~~combination~~could ~~may~~potentially ~~not~~provide besuch asfinancing. ~~successful~~We ashave aagreed ~~combination with a business~~ that ~~does meet all of our general criteria and guidelines. In addition, if~~ we ~~announce~~will ~~a prospective Business Combination with a target that does~~ not ~~meet~~incur ~~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~~indebtedness ~~condition~~unless ~~with~~we ~~a target business that requires us to~~ have aobtained ~~minimum~~from ~~net~~the ~~worth~~lender or a ~~certain~~waiver ~~amount~~ of ~~cash.~~any Inright, ~~addition~~title, ifinterest ~~stockholder approval of the transaction is required by applicable law~~ or ~~stock~~claim ~~exchange~~of ~~rules,~~any orkind wein ~~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~~monies ~~business~~held ~~does~~in ~~not~~the ~~meet~~Trust ~~our general criteria and guidelines~~Account. IfAs wesuch, ~~are~~no ~~unable~~issuance toof ~~complete~~debt ~~our~~will ~~initial~~affect ~~Business Combination within~~ the ~~required~~per ~~time period,~~share ~~our~~amount ~~Public~~available ~~Stockholders~~for ~~may~~redemption ~~receive~~from ~~only~~the ~~approximately~~Trust ~~$10~~Account.00 ~~per share~~Nevertheless, the orincurrence ~~less~~of indebt ~~certain~~could ~~circumstances,~~have ona ~~the~~variety ~~liquidation~~ of ~~our~~negative ~~Trust~~effects, ~~Account and our warrants will expire worthless.~~including:

18● default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

We● ~~may~~acceleration ~~seek~~of ~~acquisition~~our ~~opportunities with~~obligations anto ~~early~~repay ~~stage~~the ~~company,~~indebtedness aeven ~~financially~~if ~~unstable~~we ~~business~~make orall anprincipal ~~entity~~and ~~lacking~~interest anpayments ~~established~~when ~~record~~due ofif ~~revenue~~we orbreach ~~earnings,~~certain ~~which could~~covenants ~~subject~~that usrequire tothe ~~volatile~~maintenance ~~revenues~~of orcertain ~~earnings,~~financial ~~intense~~ratios ~~competition~~or ~~and~~reserves ~~difficulties~~without ina ~~obtaining~~waiver ~~and~~or ~~retaining~~renegotiation ~~key~~of ~~personnel.~~that covenant;

To● ~~the extent we complete~~ our ~~initial~~immediate ~~Business~~payment ~~Combination with an early stage company, a financially unstable business or an entity lacking an established record~~ of ~~sales~~all orprincipal ~~earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model~~ and ~~with~~accrued ~~limited historical financial data~~interest, ~~volatile~~if ~~revenues or earnings~~any, ~~intense~~if ~~competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate~~ the ~~risks~~debt ~~inherent~~is inpayable aon 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.demand;

We● ~~may engage one or more of~~ our ~~underwriters from~~inability ~~our Initial Public Offering or any of their respective affiliates~~ to ~~provide~~obtain necessary additional ~~services to us, 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~~if ~~underwriters are entitled to receive deferred commissions that will be released from~~ the ~~trust~~debt ~~only~~contains oncovenants arestricting ~~completion~~our ofability ~~an initial Business Combination. These financial incentives may cause them~~ to ~~have~~obtain ~~potential conflicts of interest in rendering any~~ such ~~additional services~~financing towhile ~~us after~~ the ~~Initial~~debt ~~Public~~is ~~Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination.~~outstanding;

We● ~~may engage one or more of~~ our ~~underwriters~~inability ~~or any of their respective affiliates~~ to provide additional services to us, 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~~dividends 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 are also entitled to receive deferred commissions that are conditioned on ~~the~~our ~~completion~~common 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.stock;

We● ~~are~~using ~~not~~a ~~required~~substantial toportion ~~obtain~~of anour ~~opinion from~~cash anflow ~~independent~~to ~~investment~~pay ~~banking~~principal ~~firm~~and orinterest ~~from~~on anour ~~independent accounting firm regarding fairness~~debt, ~~and~~which ~~consequently,~~will ~~you~~reduce ~~may~~the ~~have no~~funds ~~assurance~~available ~~from~~for andividends ~~independent~~on ~~source~~our ~~that~~common ~~the~~stock ~~price~~if wedeclared, ~~are~~expenses, ~~paying~~capital ~~for~~expenditures, ~~the~~acquisitions ~~business~~and isother ~~fair~~general tocorporate ~~our Company from a financial point of view.~~purposes;

~~Unless~~● welimitations ~~complete~~on our ~~initial~~flexibility ~~Business~~in ~~Combination~~planning ~~with~~for anand ~~affiliated entity,~~reacting ~~we are not required~~ to ~~obtain~~changes anin ~~opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to~~ our ~~Company~~business ~~from~~and ain ~~financial point of view. If no opinion is obtained, our stockholders will be relying on~~ the ~~judgment~~industry ~~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~~which ~~tender~~we ~~offer documents or proxy solicitation materials, as applicable, related to our initial Business Combination.~~operate;

We● ~~may~~increased ~~issue~~vulnerability ~~additional shares of Class A common stock or preferred stock~~ to ~~complete~~adverse ~~our~~changes ~~initial~~in ~~Business~~general ~~Combination~~economic, orindustry ~~under~~and ancompetitive ~~employee~~conditions ~~incentive~~and ~~plan~~adverse ~~after~~changes completion of our initial Business Combination. We may also issue shares of Class A common stock upon the 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~~government ~~amended~~regulation; and ~~restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks.~~

~~Our~~● ~~amended~~limitations ~~and~~on ~~restated~~our ~~certificate~~ability ~~of incorporation authorizes the issuance of up~~ to ~~75,000,000 shares~~borrow ofadditional ~~Class A~~amounts ~~common~~for ~~stock~~expenses, ~~par~~capital ~~value $0.0001 per share~~expenditures, ~~and 10~~acquisitions,~~000,000 shares~~ ofdebt ~~Class B common~~service ~~stock~~requirements, ~~par~~execution ~~value $0.0001 per share, and 1,000,000 shares~~ of ~~undesignated~~our ~~preferred~~strategy ~~stock, par value $0.0001 per share. As of December 31, 2021, there were 50,000,000~~ and ~~4,750,000~~other ~~authorized~~purposes ~~but unissued shares of Class A~~ and ~~Class B~~other ~~common~~disadvantages ~~stock available,~~compared ~~respectively,~~to for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not the shares of Class A common stock issuable upon the conversion of the Class B common stock. Shares of Class B common stock are automatically convertible into shares of our ~~Class A~~competitors ~~common~~who ~~stock~~have atless ~~the time of our initial Business Combination, initially at a one-for-one ratio but subject to adjustment as set forth herein~~debt. ~~As of December 31, 2021, here were no preferred shares issued and outstanding.~~

19We may only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may materially negatively impact our operations and profitability.

We may ~~issue~~effectuate aour ~~substantial~~initial ~~number~~Business ofCombination ~~additional~~with ~~shares~~a ofsingle ~~Class A~~target ~~common~~business ~~stock~~or ~~and~~multiple ~~may~~target ~~issue~~businesses ~~shares~~simultaneously or within a short period of ~~preferred~~time. ~~stock~~However, inwe ~~order~~may not be able to ~~complete~~effectuate our initial Business Combination ~~(including~~with ~~pursuant~~more tothan aone ~~specified future~~target ~~issuance)~~business orbecause ~~under~~of anvarious ~~employee~~factors, ~~incentive~~including ~~plan~~the ~~after~~existence ~~completion~~ of ~~our~~complex ~~initial~~accounting issues ~~Business~~and ~~Combination.~~the Werequirement ~~may~~that ~~also~~we ~~issue~~prepare ~~shares~~and ~~of Class A~~file ~~common~~pro ~~stock~~forma ~~upon~~financial ~~conversion~~statements ofwith the ~~Class B~~SEC ~~common~~that ~~stock~~present atoperating aresults ~~ratio~~and ~~greater than one-to-one at~~ the financial ~~time~~condition of ~~our initial~~several ~~Business~~target ~~Combination~~businesses as aif ~~result~~they ofhad ~~the~~been ~~anti-dilution provisions~~operated ~~contained~~on ina ~~our~~combined ~~amended~~basis. ~~and~~By ~~restated~~completing ~~certificate~~our ofinitial ~~incorporation.~~Business ~~However,~~Combination ~~our~~with ~~amended~~only ~~and~~a ~~restated~~single ~~certificate~~entity our lack of ~~incorporation~~diversification ~~provides,~~may ~~among~~subject ~~other~~us ~~things,~~to ~~that~~numerous ~~prior~~financial, toeconomic, ~~our~~competitive ~~initial~~and ~~Business~~regulatory risks. ~~Combination~~Further, we ~~may~~would not ~~issue~~be ~~additional~~able ~~shares~~to ofdiversify ~~capital~~our ~~stock~~operations ~~that~~or ~~would~~benefit ~~entitle~~from the ~~holders~~possible ~~thereof~~spreading toof ~~(1) receive~~risks ~~funds~~or ~~from~~offsetting ~~the~~of ~~Trust Account~~losses, orunlike ~~(2) vote~~other asentities awhich ~~class~~may ~~with~~have ~~our~~the ~~Public~~resources ~~Shares~~to ~~(a) on~~complete ~~any~~several ~~initial~~ Business ~~Combination~~Combinations orin ~~(b) to~~different ~~approve~~industries anor ~~amendment~~different toareas ~~our~~of ~~amended~~a ~~and~~single ~~restated~~industry. ~~certificate~~Accordingly, ofthe ~~incorporation~~prospects tofor ~~(x) extend~~our ~~the~~success ~~time~~may webe ~~have~~solely todependent ~~consummate~~upon the performance of a ~~Business~~single ~~Combination~~business, ~~beyond~~property ~~24 months~~or ~~from~~asset, ~~the~~or ~~closing~~dependent ofupon the ~~Initial~~development ~~Public Offering~~ or ~~(y) amend~~market ~~the~~acceptance ~~foregoing~~of ~~provisions.~~a ~~The~~single ~~issuance~~or oflimited ~~additional shares~~number of ~~common~~products, processes or ~~preferred stock:~~services.

●This ~~may~~lack ~~significantly~~of ~~dilute~~diversification ~~the~~may ~~equity~~subject ~~interest~~us ofto ~~public~~numerous ~~investors~~financial, economic, ~~which~~competitive ~~dilution~~and ~~would~~regulatory ~~increase~~risks, ifany ~~the~~or ~~anti-dilution~~all ~~provisions~~of inwhich ~~the~~may ~~Founder~~have ~~Shares~~a ~~resulted~~substantial inadverse ~~the~~impact ~~issuance~~upon ofthe ~~shares~~particular ofindustry ~~Class~~in which Awe ~~common~~may ~~stock~~operate onsubsequent ~~a greater than one-~~to~~-one~~ ~~basis~~our ~~upon~~initial ~~conversion~~Business ~~of the Founder Shares;~~Combination.

●We may ~~subordinate~~attempt ~~the~~to ~~rights~~simultaneously ofcomplete ~~holders~~Business ofCombinations with ~~common~~multiple ~~stock~~prospective iftargets, ~~preferred~~which ~~stock~~may ishinder ~~issued~~our ~~with~~ability ~~rights~~to ~~senior~~complete our initial Business Combination and give rise to ~~those~~increased costs ~~afforded~~and risks that could negatively impact our ~~common~~operations ~~stock;~~and profitability.

● could cause a change of control if a substantial number of common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;21

●If ~~may~~we ~~have~~determine ~~the~~to ~~effect~~simultaneously acquire several businesses that are owned by different sellers, we will need for each of ~~delaying~~such orsellers ~~preventing~~to aagree ~~change~~that our purchase of ~~control~~its business is contingent on the simultaneous closings of the other Business Combinations, which may make it more difficult for us, byand ~~diluting~~delay our ability, to complete our initial Business Combination. With multiple Business Combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the ~~stock~~additional ~~ownership~~risks orassociated with ~~voting~~the ~~rights~~subsequent assimilation of the operations and services or products of the acquired companies in a ~~person~~single ~~seeking~~operating business. If we are unable to ~~obtain~~adequately ~~control~~address these risks, it could negatively impact our profitability and results of ~~us;~~operations.

●We may ~~adversely~~attempt ~~affect~~to ~~prevailing~~complete ~~market~~our ~~prices~~initial ~~for~~Business ~~our~~Combination ~~Units~~with a private company about which little information is available, ~~Class~~which Amay ~~common~~result ~~stock~~in ~~and/or~~a ~~warrants;~~Business ~~and~~Combination with a company that is not as profitable as we suspected, if at all.

●In pursuing our acquisition strategy, we may ~~not~~seek ~~result~~to ineffectuate ~~adjustment~~our initial Business Combination with a privately held company. Very little public information generally exists about private companies, and we could be required to ~~the~~make ~~exercise~~our ~~price~~decision on whether to pursue a potential initial Business Combination on the basis of ~~our~~limited ~~warrants~~information, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all.

We ~~may~~do ~~reincorporate~~not inhave ~~another~~a ~~jurisdiction~~specified maximum redemption threshold. The inabsence ~~connection~~of ~~with~~such a redemption threshold may make it possible for us to complete our initial Business Combination ~~and~~with ~~such~~which ~~reincorporation~~a ~~may~~substantial majority ~~result~~of inour ~~taxes~~stockholders ~~imposed~~do onnot ~~stockholders~~agree.

WeOur ~~may~~Amended ~~effect~~and aRestated ~~Business~~Certificate ~~Combination~~of ~~with~~Incorporation does not provide a ~~target~~specified ~~company~~maximum inredemption ~~another jurisdiction~~threshold, ~~reincorporate~~though inthere ~~the~~may ~~jurisdiction~~be ina ~~which~~net ~~the~~tangible ~~target~~asset ~~company~~ or ~~business~~cash isrequirement ~~located,~~contained orin ~~reincorporate~~any inagreement ~~another~~relating to ~~jurisdiction~~our initial Business Combination. ~~Such~~ ~~transactions~~As ~~may~~a result, inwe ~~tax~~may ~~liability~~be ~~for~~able to complete our initial Business Combination even though a ~~stockholder~~substantial majority inof ~~the~~our ~~jurisdiction~~Public inStockholders ~~which~~do not agree with the ~~stockholder~~transaction isand ahave ~~tax~~redeemed ~~resident~~their (shares or, ~~in which~~if ~~its~~we ~~members~~seek ~~are~~stockholder ~~resident~~approval of ifour itinitial isBusiness aCombination ~~tax~~and ~~transparent~~do ~~entity),~~not conduct redemptions in ~~which~~connection with our initial Business Combination pursuant to the tender ~~target~~offer ~~company~~rules, ishave ~~located~~entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or inany ~~which~~of wetheir ~~reincorporate~~affiliates. We doIn ~~not~~the ~~intend~~event the aggregate cash consideration we would be required to ~~make~~pay for all shares of common stock that are validly submitted for redemption plus any ~~cash~~amount ~~distributions~~required to ~~stockholders~~satisfy cash conditions pursuant to ~~pay~~the ~~such~~terms ~~taxes.~~of ~~Stockholders~~the ~~may~~proposed Business beCombination ~~subject~~exceed the aggregate amount of cash available to ~~withholding~~us, ~~taxes~~we will not complete the Business Combination or redeem any ~~other~~shares, ~~taxes~~all ~~with~~shares ~~respect~~of tocommon ~~their~~stock ~~ownership~~submitted offor usredemption ~~after~~will be returned to the ~~reincorporation~~holders thereof, and we instead may search for an alternate Business Combination.

~~Resources~~In ~~could~~order beto ~~wasted~~effectuate inan ~~researching acquisitions~~initial ~~that~~Business ~~are~~Combination, ~~not~~blank check ~~completed~~companies have, ~~which~~in ~~could~~the ~~materially~~past, ~~adversely~~amended ~~affect~~various ~~subsequent~~provisions ~~attempts~~of totheir ~~locate~~charters and ~~acquire~~modified orgoverning ~~merge~~instruments, ~~with~~including ~~another~~their warrant ~~business~~agreements. IfWe wecannot ~~are~~assure ~~unable~~you tothat ~~complete~~we ~~our~~will ~~initial~~not ~~Business~~seek ~~Combination~~to ~~within~~amend ~~the~~our ~~required~~Amended ~~time~~and ~~period,~~Restated ~~our~~Certificate ~~Public~~of ~~Stockholders~~Incorporation ~~may~~or ~~receive~~governing instruments ~~only~~in ~~approximately~~a ~~$10.00~~manner ~~per~~that ~~share,~~will ormake ~~less~~it ~~than~~easier ~~such~~for ~~amount~~us into ~~certain~~complete ~~circumstances,~~our oninitial ~~the~~Business ~~liquidation~~Combination ofthat ~~our~~some ~~Trust~~of ~~Account and~~ our ~~warrants~~ ~~will~~stockholders ~~expire~~may ~~worthless~~not support.

WeIn ~~anticipate~~order ~~that~~to ~~the~~effectuate ~~investigation~~an ofinitial ~~each~~Business ~~specific~~Combination, ~~target~~blank ~~business~~check ~~and~~companies have, in the ~~negotiation~~past, ~~drafting~~amended ~~and~~various ~~execution~~provisions of ~~relevant~~their ~~agreements,~~charters ~~disclosure documents~~ and ~~other~~modified governing instruments, ~~will~~including ~~require~~their ~~substantial~~warrant ~~management~~agreements. ~~time~~For ~~and attention and substantial costs for accountants~~example, ~~attorneys~~blank ~~and~~check ~~others.~~companies Ifhave weamended ~~decide~~the ~~not~~definition toof ~~complete a specific initial~~ Business Combination, ~~the~~increased ~~costs~~redemption ~~incurred~~thresholds ~~up to that point for~~ extended the ~~proposed~~time ~~transaction~~to ~~likely~~consummate ~~would~~an ~~not~~initial beBusiness ~~recoverable.~~Combination ~~Furthermore~~and, ~~if we~~with ~~reach~~respect ~~an agreement relating~~ to atheir ~~specific target business~~warrants, weamended ~~may~~their ~~fail~~warrant agreements to ~~complete~~require the ~~our~~warrants ~~initial~~to ~~Business~~be ~~Combination~~exchanged for ~~any~~cash ~~number of~~and/or ~~reasons~~other ~~including~~securities. ~~those~~We ~~beyond~~cannot ~~our~~assure ~~control.~~you ~~Any~~that ~~such~~we ~~event~~ will ~~result~~not inseek ~~a loss~~ to usamend ofour ~~the~~charter ~~related~~or ~~costs incurred which could materially~~governing ~~adversely~~instruments, ~~affect~~including ~~subsequent~~the ~~attempts~~warrant toagreement, ~~locate and acquire~~ or ~~merge~~further ~~with~~extend ~~another~~the ~~business.~~time ~~If we are unable~~ to ~~complete~~consummate ~~our~~an initial Business Combination ~~within the required time, our Public Stockholders may receive only approximately $10.00 per share, or less~~ in ~~certain~~order ~~circumstances, on~~to ~~the liquidation of~~ effectuate our ~~Trust~~initial ~~Account~~Business ~~and our warrants will expire worthless~~Combination.

2022

WeCertain ~~may~~provisions ~~engage~~of inour aAmended and Restated Certificate of Incorporation that relate to our pre-Business Combination activity (and corresponding provisions of the agreement governing the release ~~with~~of ~~one~~funds orfrom ~~more~~our ~~target~~Trust ~~businesses~~Account) ~~that~~may ~~have~~be ~~relationships~~amended with ~~entities~~the approval of holders of at least 65% of our outstanding common stock, which is a lower amendment threshold than that of some other blank check companies. It may be ~~affiliated~~easier ~~with~~for ~~our~~us, ~~Sponsor~~therefore, ~~officers~~to oramend ~~directors~~our Amended and ~~which~~Restated ~~may~~Certificate ~~raise~~of ~~potential~~Incorporation ~~conflicts~~to facilitate the completion of ~~interest~~an initial Business Combination that some of our stockholders may not support.

InSome ~~light~~other ofblank check companies have a provision in their charter which prohibits the ~~involvement~~amendment of ~~our~~certain ~~Sponsor~~of its provisions, ~~officers~~including ~~and~~those ~~directors with~~which ~~other~~relate ~~entities~~to a company’s pre-Business Combination activity, wewithout ~~may~~approval ~~decide~~by toholders ~~acquire~~of ~~one~~a orcertain ~~more~~percentage ~~businesses~~of ~~affiliated~~the ~~with~~company’s ~~our~~stockholders. ~~Sponsor~~In those companies, ~~officers~~amendment of these provisions typically requires approval by holders holding between 90% and ~~directors~~100% of the company’s public shares. Our ~~officers~~ Amended and ~~directors~~Restated Certificate ~~also~~of ~~serve~~Incorporation asprovides ~~officers~~that ~~and~~any ~~board~~of ~~members~~its ~~for~~provisions ~~other~~related ~~entities,~~to pre-Business Combination activity (including, ~~without~~the ~~limitation,~~requirement to ~~those~~deposit ~~described~~proceeds ~~under~~of ~~“Item 10.~~the ~~Directors,~~Initial ~~Executive~~Public ~~Officers~~Offering and ~~Corporate~~sale ~~Governance —~~of ~~Conflicts~~the ofPrivate ~~Interest.”~~Placement ~~Such~~Warrants ~~entities~~into ~~may~~the ~~compete~~Trust ~~with~~Account ~~us for~~and ~~Business~~not ~~Combination~~release ~~opportunities.~~such amounts ~~Although~~except wein ~~will~~specified ~~not~~circumstances) may be ~~specifically~~amended ~~focusing~~if ~~on,~~approved orby ~~targeting,~~holders ~~any~~of ~~transaction~~at ~~with~~least ~~any~~65% ~~affiliated~~of our common stock who attend and vote ~~entities~~in a stockholder meeting, weand ~~would~~corresponding ~~pursue~~provisions ~~such~~of athe ~~transaction~~trust agreement governing the release of funds from our Trust Account may be amended if weapproved ~~determined~~by ~~that~~holders ~~such~~of ~~affiliated~~at ~~entity~~least ~~met~~65% of our ~~criteria~~outstanding ~~for~~common astock. ~~Business~~In ~~Combination~~ all other instances, our Amended and ~~such~~Restated ~~transaction~~Certificate of ~~was~~Incorporation ~~approved~~provides that it may be amended by holders of a majority of our ~~independent~~outstanding ~~and~~common ~~disinterested~~stock, ~~directors~~subject to applicable provisions of the DGCL or applicable stock exchange rules. ~~Despite~~Unless specified in our ~~agreement~~Amended toand ~~obtain~~Restated anCertificate ~~opinion~~of Incorporation or bylaws, or ~~from~~as anrequired ~~independent~~by ~~investment~~applicable ~~banking~~law ~~firm~~or ~~that~~stock isexchange rules, the affirmative vote of a ~~member~~majority of ~~FINRA~~the oroutstanding ~~from~~shares anof ~~independent~~our ~~accounting~~common ~~firm,~~stock that ~~regarding~~are ~~the~~voted ~~fairness~~is required to approve any such matter voted on by our ~~Company~~stockholders, ~~from~~and, aprior ~~financial~~to ~~point~~our initial Business Combination, the affirmative vote of ~~view~~holders of a ~~Business~~majority ~~Combination~~of ~~with~~the ~~one~~outstanding orshares ~~more~~of ~~domestic~~our orClass ~~international~~B ~~businesses~~common ~~affiliated with~~stock ~~our~~is ~~Sponsor,~~required ~~officers~~to approve the election or removal of directors. Our initial stockholders and their permitted transferees, ~~potential~~who ~~conflicts~~collectively beneficially own approximately 50% of our ~~interest~~outstanding ~~still~~common stock, may ~~exist~~participate in any vote to amend our Amended and, asRestated 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 ~~terms~~provisions of ~~the~~our Amended and Restated Certificate of Incorporation which govern our pre-Business Combination ~~may~~ ~~not~~behavior bemore aseasily ~~advantageous~~than tosome ~~our~~other ~~Company~~blank check companies, and this may increase our ~~Public~~ability ~~Stockholders~~to ascomplete ~~they~~our ~~would~~initial beBusiness ~~absent~~Combination ~~any~~with ~~conflicts~~which ofyou ~~interest~~do not agree.

~~Since~~Our ~~our~~Sponsor, ~~initial~~officers ~~stockholders~~and directors have agreed, pursuant to a written agreement, that they will ~~lose~~not propose any amendment to our Amended and Restated Certificate of Incorporation (A) to modify the substance ~~their~~or ~~entire~~timing ~~investment~~of our obligation to allow redemptions in usconnection ifwith our initial Business Combination isor to redeem 100% of our Public Shares if we do not ~~completed~~complete our initial Business Combination by September 16, 2023 or (B) with respect to any other ~~than~~provision relating to stockholders’ rights or pre-initial Business Combination activity, unless we provide our Public Stockholders with ~~respect~~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. ~~they~~These ~~may~~agreements are contained in a letter ~~acquire)~~agreement that we have entered into with our Sponsor, officers and directors. Our Public Stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a ~~conflict~~result, will not have the ability to pursue remedies against our Sponsor, officers or directors for any breach of ~~interest~~these ~~may~~agreements. ~~arise~~As a result, in ~~determining~~the ~~whether~~event of a ~~particular~~breach, ~~target~~our ~~business~~stockholders iswould ~~appropriate~~need ~~for~~to ~~our~~pursue ~~initial~~a ~~Business~~stockholder derivative ~~Combination~~action, subject to applicable law.

~~Our~~Certain ~~initial~~agreements ~~shareholders~~related ~~hold~~to ~~6,250,000 Founder Shares as of~~ the ~~date of~~Initial ~~this~~Public ~~Annual~~Offering ~~Report, including 4,902,000 held by our Sponsor. The Founder Shares will be worthless if we do not complete an initial~~may Business Combination. In addition, our Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants, each exercisable for one share of our Class A common stock, for a purchase price of $7,000,000 in the aggregate, or $1.50 per warrant, that will also be ~~worthless if~~amended wewithout dostockholder ~~not complete a Business Combination~~approval. ~~Each Private Placement Warrant may be exercised for one share of Class A common stock at a price of $11.50 per share, subject to adjustment.~~

~~The~~Certain ~~Founder Shares are identical to the shares of common stock included in the Units~~agreements, ~~except~~including ~~that: (1)~~ the ~~Founder~~letter ~~Shares~~agreement ~~are~~among ~~subject~~us toand ~~certain transfer restrictions; (2)~~ our Sponsor, officers and directors, ~~have~~and ~~entered~~the ~~into~~registration arights ~~letter~~ agreement ~~with~~among us, ~~pursuant~~and toour ~~which~~initial ~~they~~stockholders, ~~have~~may ~~agreed~~be ~~to:~~amended ~~(a) waive~~without ~~their redemption rights~~stockholder ~~with~~approval. ~~respect~~These toagreements ~~their~~contain ~~Founder~~various ~~Shares and any Public Shares held by them~~provisions, asincluding ~~applicable,~~transfer inrestrictions ~~connection~~on ~~with the completion of~~ our ~~initial Business Combination; (b) waive their redemption rights with respect to their~~ Founder Shares, ~~and~~that ~~any~~our Public ~~Shares held by them in~~Stockholders ~~connection~~might ~~with~~deem ~~a stockholder vote~~ to ~~amend~~be ~~our~~material. ~~amended~~While and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemptions in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not ~~consummate~~expect our ~~initial~~board ~~Business Combination within 24 months from the closing~~ of ~~the~~directors ~~Initial Public Offering or (ii) with respect~~ to approve any ~~other~~amendment ~~provision relating~~ to ~~stockholders’ rights or pre-initial Business Combination activity; and (c) waive their rights to liquidating distributions from the Trust Account with respect to~~ any ~~Founder~~of ~~Shares~~these ~~they~~agreements ~~hold~~prior ~~if we fail~~ to ~~complete our~~ our initial Business Combination, ~~within~~it ~~24 months~~may ~~from~~be ~~the~~possible ~~closing~~that our board of ~~the~~directors, ~~Initial~~in ~~Public~~exercising ~~Offering~~its orbusiness ~~during~~judgment ~~any~~and ~~Extension~~subject ~~Period~~to ~~(although~~its ~~they~~fiduciary ~~will~~duties, bechooses ~~entitled~~ to ~~liquidating~~approve ~~distributions~~one ~~from~~or ~~the~~more ~~Trust~~amendments ~~Account with respect~~ to any ~~Public~~such ~~Shares~~agreement ~~they~~in ~~hold~~connection ifwith ~~we fail to complete our initial Business Combination within~~ the ~~prescribed~~consummation ~~time frame); (3) the Founder Shares will automatically convert into shares~~ of our ~~Class A~~ ~~common stock at the time of our~~ initial Business Combination,. orAny ~~earlier~~such atamendments ~~the~~would ~~option~~not ofrequire ~~the~~approval ~~holder,~~from onour ~~a one-for-one basis~~stockholders, ~~subject~~ tomay ~~adjustment~~result ~~pursuant to certain anti-dilution rights, as described~~ in ~~more detail below; and (4)~~ the ~~Founder~~completion ~~Shares are~~of ~~entitled to registration rights. In addition,~~ our ~~other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any Public Shares acquired by them. If we submit our~~ initial Business ~~Combination~~ toCombination ~~our~~that ~~Public~~may ~~Shareholders~~not ~~for~~otherwise ~~a vote, our initial shareholders~~ have ~~agreed~~been ~~(and their permitted transferees will agree)~~possible, ~~pursuant to the terms of a letter agreement entered into with us, to vote their Founder Shares~~ and ~~any~~may ~~Public~~have ~~Shares~~an ~~held~~adverse byeffect ~~them~~on ~~purchased during or after~~ the ~~Initial~~value ~~Public~~of ~~Offering~~an investment in ~~favor of~~ our ~~initial Business Combination~~securities.

21We 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.

~~The~~If ~~personal~~the net proceeds of the Initial Public Offering and ~~financial~~the ~~interests~~sale of the ~~our~~Private ~~Sponsor~~Placement Warrants available to us prove to be insufficient, ~~officers~~either ~~and~~because ~~directors~~of the size of our initial Business Combination, ~~may~~the ~~influence~~depletion ~~their~~of ~~motivation~~the inavailable ~~identifying~~net ~~and~~proceeds ~~selecting~~in search of a target ~~Business Combination~~business, ~~completing~~the anobligation to redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial Business Combination ~~and~~ ~~influencing~~or the ~~operation~~terms of ~~the~~negotiated ~~business~~transactions to ~~following~~purchase ~~the~~shares in connection with our initial Business Combination, we may be required to seek additional financing or to abandon the proposed Business Combination. ~~This~~We ~~risk~~cannot ~~may~~assure ~~become~~you ~~more~~that ~~acute~~such asfinancing will be available on acceptable terms, if at all. To the ~~deadline~~ extent that additional financing proves to be unavailable when needed to complete our initial Business Combination, ~~nears~~we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative target business candidate.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.23

WeIn ~~may~~addition, ~~choose~~even toif ~~incur~~we ~~substantial~~do ~~debt~~not need additional financing to complete our initial Business Combination, ~~and~~we ~~affiliates~~may require such financing to fund the operations or growth of ~~Stratim~~the ~~Capital~~target ~~LLC~~business. ~~could~~The ~~potentially~~failure ~~provide~~to secure ~~such~~additional financing. Wecould have ~~agreed~~a ~~that~~material weadverse ~~will~~effect ~~not~~on ~~incur~~the ~~any indebtedness~~continued ~~unless~~development weor ~~have~~growth ~~obtained~~of ~~from~~ the ~~lender~~target abusiness. ~~waiver~~None of our officers, directors or stockholders or any ~~right~~of their respective affiliates, ~~title~~including Stratim Capital, ~~interest~~LLC, oris ~~claim~~required ofto provide any ~~kind~~financing to us in orconnection towith ~~the~~or ~~monies~~after ~~held in~~our ~~the~~initial ~~Trust~~Business ~~Account~~Combination. AsIf ~~such,~~we noare ~~issuance~~unable ofto ~~debt~~complete ~~will~~our ~~affect~~initial Business Combination within the ~~per~~required ~~share~~time ~~amount~~period, ~~available~~our ~~for~~Public ~~redemption~~Stockholders ~~from~~may ~~the~~receive ~~Trust~~only ~~Account~~approximately $10.00 ~~Nevertheless~~per share, or less in certain circumstances, on the ~~incurrence~~liquidation of ~~debt~~our ~~could~~Trust ~~have~~Account, aand ~~variety~~our ofwarrants ~~negative~~will ~~effects,~~expire ~~including:~~worthless.

●Our ~~default~~initial ~~and~~stockholders ~~foreclosure~~may onexert ~~our~~a ~~assets~~substantial ifinfluence ~~our~~on actions ~~operating~~requiring ~~revenues~~a ~~after~~stockholder anvote, ~~initial~~potentially ~~Business~~in ~~Combination~~a ~~are~~manner ~~insufficient~~that toyou ~~repay~~do ~~our~~not ~~debt obligations;~~support.

●Our ~~acceleration~~initial stockholders and their permitted transferees collectively own approximately 50% of our ~~obligations~~outstanding tocommon ~~repay~~stock. ~~the~~As ~~indebtedness~~a ~~even~~result ifof wetheir ~~make~~substantial ~~all~~ownership ~~principal~~in our Company, our initial stockholders and ~~interest~~their ~~payments~~permitted ~~when~~transferees ~~due~~may ifexert wea ~~breach~~substantial ~~certain~~influence ~~covenants~~on other actions requiring a stockholder vote, potentially in a manner that ~~require~~you ~~the~~do ~~maintenance~~not support, including amendments to our Amended and Restated Certificate of ~~certain~~Incorporation ~~financial~~and ~~ratios~~approval orof ~~reserves~~major ~~without~~corporate transactions. Our initial stockholders will exert significant influence over actions requiring a ~~waiver~~stockholder orvote ~~renegotiation~~at least until the completion of ~~that~~our ~~covenant;~~initial Business Combination.

●A ~~our~~provision ~~immediate payment~~ of ~~all~~our ~~principal~~warrant ~~and~~agreement ~~accrued~~may ~~interest,~~make ifit ~~any,~~more ifdifficult for ~~the~~us ~~debt~~to isconsummate ~~payable~~an oninitial ~~demand;~~Business Combination.

●Unlike ~~our~~most ~~inability~~blank tocheck ~~obtain~~companies, ~~necessary additional financing~~ if ~~the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;~~

● ~~our~~we ~~inability~~issue toadditional ~~pay~~shares ~~dividends~~of onClass A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock; (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),

● ~~using~~the aaggregate ~~substantial~~gross ~~portion~~proceeds offrom ~~our~~such ~~cash~~issuances ~~flow~~represent tomore ~~pay~~than ~~principal~~60% ~~and~~of ~~interest~~the ontotal ~~our~~equity ~~debt~~proceeds, ~~which~~and ~~will~~interest ~~reduce~~thereon, available for the ~~funds~~funding ~~available~~of ~~for~~our ~~dividends~~initial Business Combination on ~~our~~the ~~common~~date ~~stock~~of ifthe ~~declared,~~completion ~~expenses,~~of ~~capital~~our ~~expenditures,~~initial ~~acquisitions~~Business ~~and~~Combination ~~other~~(net ~~general~~of ~~corporate~~redemptions), ~~purposes;~~and

● ~~limitations~~the onvolume weighted average trading price of our ~~flexibility~~shares inof ~~planning~~Class ~~for~~A ~~and~~common ~~reacting~~stock during the 20 trading day period starting on the trading day prior to ~~changes~~the inday on which we consummate our ~~business~~initial ~~and~~Business inCombination (such price, the ~~industry~~“Market Value”) is below $9.20 per share, costs and difficulties inherent in ~~which~~managing wecross-border ~~operate;~~business operations and complying with commercial and legal requirements of overseas markets,

●then ~~increased~~the ~~vulnerability~~exercise price of the warrants will be adjusted (to ~~adverse~~the ~~changes~~nearest cent) into ~~general~~be ~~economic~~equal to 115% of the higher of the Market Value and the Newly Issued Price, ~~industry~~the $18.00 per share redemption trigger price applicable to our warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and ~~competitive~~the ~~conditions~~Newly Issued Price, and ~~adverse~~the ~~changes~~$10.00 inper ~~government~~share ~~regulation;~~redemption trigger price applicable to our warrants 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.

●Our ~~limitations~~warrants onand ~~our~~Founder ~~ability~~Shares tomay ~~borrow~~have ~~additional~~an ~~amounts~~adverse ~~for~~effect ~~expenses,~~on the ~~capital~~market ~~expenditures,~~price ~~acquisitions, debt service requirements, execution~~ of our ~~strategy~~Class ~~and~~A ~~other~~common ~~purposes~~stock and ~~other~~make ~~disadvantages~~it ~~compared~~more difficult to effectuate our ~~competitors~~initial ~~who~~Business ~~have less debt~~Combination.

We ~~may~~have ~~only~~issued bewarrants ~~able~~ to ~~complete~~purchase ~~one~~8,333,333 ~~Business~~shares of our Class A ~~Combination~~common ~~with~~stock, at a price of $11.50 per whole share (subject to adjustment), as part of the ~~proceeds~~Units and, simultaneously with the closing of the Initial Public Offering, ~~and~~we issued in the ~~sale~~Private Placement an aggregate of ~~the~~4,666,667 Private Placement Warrants, ~~which~~each ~~will~~exercisable to ~~cause~~purchase usone share of Class A common stock at a price of $11.50 per share, subject to beadjustment. Our initial stockholders and their ~~solely~~permitted ~~dependent~~transferees currently hold 6,250,000 Founder Shares. The Founder Shares are convertible into shares of Class A common stock on a ~~single~~one-for-one ~~business~~basis, ~~which~~subject to adjustment as set forth herein. In addition, if our Sponsor, an affiliate of our Sponsor or certain of our officers and directors make any working capital loans, up to $1,500,000 of such loans may ~~have~~be converted into warrants, at the price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. To the extent we issue shares of Class A common stock to effectuate our initial Business Combination, the potential for the issuance of a ~~limited~~substantial number of additional shares of ~~products~~Class A common stock upon exercise of these warrants or ~~services~~conversion rights could make us a less attractive acquisition vehicle to a target business. ~~This~~Any ~~lack~~such issuance will increase the number of ~~diversification~~outstanding ~~may~~shares ~~materially~~of our Class A common stock and reduce ~~negatively~~the ~~impact~~value of the Class A common stock issued to complete the Business Combination. Therefore, our ~~operations~~warrants and ~~profitability~~Founder Shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring the target business.

We may effectuate our initial Business Combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial Business Combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial Business Combination with only a single entity our lack of diversification may subject us to numerous financial, economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several Business Combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:24

●The ~~solely~~Private ~~dependent~~Placement ~~upon~~Warrants are identical to the ~~performance~~warrants sold as part of athe ~~single~~Units ~~business~~except that, ~~property~~so long as they are held by our Sponsor or ~~asset~~its permitted transferees: (1) they will not be redeemable by us (except under certain limited exceptions); (2) 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; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares of Class A common stock issuable upon exercise of these warrants) are entitled to registration rights. The Private Placement Warrants will not vote on any amendments to the warrant agreement.

●Because ~~dependent~~we ~~upon~~must ~~the~~furnish ~~development~~our orstockholders ~~market~~with ~~acceptance~~target ofbusiness financial astatements, ~~single~~we ormay ~~limited~~lose ~~number~~the ofability ~~products,~~to ~~processes~~complete oran ~~services~~otherwise advantageous initial Business Combination with some prospective target businesses.

22The federal proxy rules require that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame.

~~This~~Compliance ~~lack~~obligations ofunder ~~diversification~~the ~~may~~Sarbanes-Oxley ~~subject~~Act usmay ~~to numerous financial,~~make ~~economic,~~it ~~competitive~~more ~~and~~difficult ~~regulatory~~for ~~risks,~~us ~~any~~to oreffectuate ~~all~~our ofinitial ~~which~~Business ~~may~~Combination, ~~have~~require a substantial ~~adverse~~financial ~~impact~~and ~~upon~~management ~~the~~resources, ~~particular~~and ~~industry in~~increase ~~which~~the wetime ~~may~~and ~~operate~~costs ~~subsequent~~of tocompleting ~~our~~an initial Business Combination.

WeSection ~~may~~404 ~~attempt~~of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls. Only in the event we are deemed to ~~simultaneously~~be ~~complete~~a large accelerated filer or an accelerated filer, and ~~Business~~no ~~Combinations~~longer ~~with~~qualify ~~multiple~~as ~~prospective~~an ~~targets~~emerging growth company, ~~which~~will ~~may~~we ~~hinder~~be required to comply with the independent registered public accounting firm attestation requirement on our ~~ability~~internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial Business Combination ~~and~~may not be in compliance with the provisions of the Sarbanes-Oxley Act ~~give~~regarding ~~rise~~adequacy of its internal controls. The development of the internal control of any such entity to ~~increased~~achieve ~~costs~~compliance with the Sarbanes-Oxley Act may increase the time and ~~risks~~costs ~~that~~necessary ~~could~~to ~~negatively~~complete ~~impact~~any ~~our~~such ~~operations~~initial ~~and~~Business ~~profitability~~Combination.

IfData weprivacy ~~determine~~and tosecurity ~~simultaneously~~breaches, ~~acquire~~including, ~~several~~but ~~businesses~~not ~~that are~~limited ~~owned by different sellers~~to, wethose ~~will~~resulting ~~need~~from ~~for~~cyber ~~each~~incidents ofor ~~such~~attacks, ~~sellers~~acts ~~to agree that our purchase~~ of ~~its~~vandalism ~~business~~or ~~is contingent on the simultaneous closings of the other Business Combinations~~theft, ~~which~~computer ~~may~~viruses ~~make it more difficult for us,~~ and/or ~~delay~~misplaced ~~our~~or ~~ability,~~lost ~~to complete our initial Business Combination. With multiple Business Combinations~~data, we could ~~also face additional risks, including additional burdens and costs with respect~~ toresult possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in ainformation ~~single~~theft, ~~operating~~data ~~business. If~~corruption, weoperational ~~are~~disruption, ~~unable~~reputational ~~to adequately address these risks~~harm, itcriminal ~~could~~liability ~~negatively impact our profitability~~ and/or ~~results~~financial ~~of operations~~loss.

WeIn ~~may~~searching ~~attempt~~for totargets ~~complete~~for our initial Business Combination, ~~with~~we amay depend ~~private~~on ~~company~~digital ~~about~~technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which ~~little~~we may deal. Sophisticated and deliberate attacks on, or privacy and security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information, isand ~~available~~sensitive or confidential data, ~~which~~including certain health information protected under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, and other laws. As an early stage company without significant investments in data privacy or security protection, we may not be sufficiently protected against such occurrences and therefore could be liable for privacy and security breaches, including potentially those caused by any of our subcontractors. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents or other incidents that result in a ~~Business~~privacy ~~Combination~~or ~~with~~security abreach. ~~company~~It is possible that isany ~~not~~of asthese ~~profitable~~occurrences, asor wea ~~suspected~~combination of them, ifcould athave ~~all~~adverse consequences on our business and lead to reputational harm, criminal liability and/or financial loss.

InIf ~~pursuing~~ our ~~acquisition~~management ~~strategy,~~team wepursues ~~may~~a ~~seek~~company towith ~~effectuate~~operations ~~our~~or opportunities ~~initial~~outside ~~Business~~of ~~Combination~~the ~~with~~United aStates ~~privately~~for ~~held~~our ~~company.~~initial ~~Very~~Business ~~little~~Combination, ~~public~~we ~~information~~may ~~generally~~face ~~exists~~additional ~~about~~burdens ~~private~~in ~~companies,~~connection ~~and we~~with ~~could~~investigating, ~~be required~~ agreeing to ~~make~~and ~~our~~completing ~~decision~~such oncombination, ~~whether~~and toif ~~pursue~~we aeffect ~~potential~~such initial Business Combination, onwe ~~the~~would ~~basis~~be ofsubject ~~limited~~to ~~information, which may result in~~ a ~~Business~~variety ~~Combination~~of ~~with~~additional risks ~~a company~~ that ismay ~~not~~negatively asimpact ~~profitable~~our ~~as we suspected, if at all~~operations.

WeIf doour ~~not~~management ~~have~~team pursues a ~~specified~~company ~~maximum~~with ~~redemption threshold.~~operations ~~The~~or ~~absence~~opportunities outside of ~~such~~the aUnited ~~redemption~~States ~~threshold~~for ~~may~~our ~~make~~initial itBusiness ~~possible~~Combination, ~~for~~we uswould be subject to ~~complete~~risks associated with cross-border Business Combinations, including in connection with investigating, agreeing to and completing our initial Business Combination, ~~with~~conducting ~~which~~due diligence in a ~~substantial~~foreign ~~majority~~market, ofhaving ~~our~~such ~~stockholders~~transaction doapproved ~~not~~by ~~agree~~any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

Our amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that we will only redeem our Public Shares so long as, after payment of the deferred underwriting commissions and after such redemptions, will be at least $5,000,001 (a) in the case of our initial Business Combination, either prior to or upon consummation of such initial Business Combination, after payment of the deferred underwriting commission or (b) in the case of an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemptions in connection with our initial Business Combination or to redeem 100% of our Public Shares if we have not consummated our initial Business Combination within 24 months from the closing of the Initial Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, upon such amendment (in each case such that we do not then become subject to the SEC’s “penny 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 any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination.25

23If we effect our initial Business Combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

In● ~~order~~costs toand ~~effectuate~~difficulties aninherent ~~initial Business Combination, blank check companies have,~~ in ~~the~~managing ~~past,~~cross-border ~~amended~~business ~~various~~operations ~~provisions of their charters~~ and ~~modified~~complying ~~governing~~with ~~instruments, including~~commercial ~~their warrant agreements. We cannot assure you that we will not seek to amend our amended~~ and ~~restated~~legal ~~certificate~~requirements of ~~incorporation or~~overseas ~~governing instruments in a manner that will make it easier for us to complete our initial Business Combination that some of our stockholders may not support.~~markets;

In● ~~order~~rules ~~to effectuate an initial Business Combination, blank check companies have, in the past, amended various provisions of their charters~~ and ~~modified~~regulations ~~governing~~regarding ~~instruments,~~currency ~~including their warrant agreements. For example, blank check companies have amended the definition of Business Combination, increased~~ redemption thresholds extended the time to consummate an initial Business Combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. We cannot assure you that we will not seek to amend our charter or governing instruments, including the warrant agreement, or extend the time to consummate an initial Business Combination in order to effectuate our initial Business Combination.;

~~Certain~~● ~~provisions~~complex ofcorporate ~~our~~withholding ~~amended~~taxes ~~and restated~~on certificate of incorporation that relate to our pre-Business Combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of at least 65% of our outstanding common stock, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation to facilitate the completion of an initial Business Combination that some of our stockholders may not support.individuals;

~~Some~~● ~~other~~laws blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-Business Combination activity, without approval by holders of a certain percentage of the company’s stockholders. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our amended and restated certificate of incorporation provides that any of its provisions related to pre-Business Combination activity (including the requirement to deposit proceeds of the Initial Public Offering and sale of the Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances) may be amended if approved by holders of at least 65% of our common stock who attend and vote in a stockholder meeting, and corresponding provisions of the trust agreement governing the ~~release~~manner of funds from our Trust Account may be amended if approved by holders of at least 65% of our outstanding common stock. In all other instances, our amended and restated certificate of incorporation provides that it may be amended by holders of a majority of our outstanding common stock, subject to applicable provisions of the DGCL or applicable stock exchange rules. Unless specified in ~~our~~which ~~amended~~future and restated certificate of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of a majority of the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior to our initial Business ~~Combination,~~Combinations the affirmative vote of holders of a majority of the outstanding shares of our Class B common stock is required to approve the election or removal of directors. Our initial stockholders, who collectively beneficially own 20% of our common stock, may ~~participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may~~ be able to amend the provisions of our amended and restated certificate of incorporation which govern our pre-Business Combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial Business Combination with which you do not agree.effected;

~~Our~~● ~~Sponsor,~~tariffs ~~officers~~ and ~~directors~~trade have agreed, pursuant to a written agreement, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions 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 the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless we provide our Public Stockholders with the opportunity to redeem their 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 Sponsor, officers and directors. Our Public Stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, 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.barriers;

24● regulations related to customs and import/export matters;

~~Certain~~● ~~agreements~~longer ~~related~~payment ~~to the Initial Public Offering may be amended without stockholder approval.~~cycles;

~~Certain~~● ~~agreements,~~tax ~~including the letter agreement among us and our Sponsor~~consequences, ~~officers~~such ~~and~~as ~~directors,~~tax ~~and~~law ~~the registration rights agreement among us and our initial stockholders~~changes, ~~may be amended without stockholder approval. These agreements contain various provisions,~~ including ~~transfer~~termination ~~restrictions~~or onreduction ~~our Founder Shares, that our Public Stockholders might deem to be material. While we do not expect our board~~ of ~~directors~~tax toand ~~approve~~other ~~any~~incentives ~~amendment~~that tothe ~~any~~applicable ofgovernment ~~these~~provides ~~agreements prior~~ to ~~our~~ ~~initial~~domestic ~~Business Combination~~companies, itand ~~may~~variations ~~be possible that our board of directors,~~ in ~~exercising~~tax ~~its~~laws ~~business~~as ~~judgment~~compared ~~and subject~~ to ~~its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with~~ the ~~consummation~~United of our initial Business Combination. Any such amendments would not require approval from our stockholders, may result in the completion of our initial Business Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities.States;

We● ~~may~~currency befluctuations ~~unable to obtain additional financing to complete our initial Business Combination or to fund the operations~~ and ~~growth~~exchange ~~of a target business~~controls, ~~which~~including ~~could~~devaluations ~~compel~~and ~~us to~~other ~~restructure~~exchange orrate ~~abandon a particular Business Combination.~~movements;

If● ~~the~~rates ~~net proceeds~~ of ~~the Initial Public Offering and the sale of the Private Placement Warrants available to us prove to be insufficient~~inflation, ~~either~~price ~~because~~instability of the size of our initial Business Combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial Business Combination or the terms of negotiated transactions to purchase shares in connection with our initial Business Combination, we may be required to seek additional financing or to abandon the proposed 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 abandon that particular Business Combination and ~~seek~~interest anrate ~~alternative target business candidate.~~fluctuations;

In● ~~addition,~~liquidity ~~even if we do not need additional financing to complete our initial Business Combination, we may require such financing to fund the operations or growth~~ of ~~the~~domestic ~~target~~capital 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 or any of their respective affiliates, including Stratim Capital LLC, is required to provide any financing to us in connection with or after our initial Business Combination. If we are unable to complete our initial Business Combination within the required time period, our Public Stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account, and ~~our~~lending ~~warrants will expire worthless.~~markets;

~~Our~~● ~~initial~~challenges ~~stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially~~ in acollecting ~~manner~~accounts ~~that you do not support.~~receivable;

~~Our~~● ~~initial~~cultural stockholders own 20% of our outstanding common stock. As a result of their substantial ownership in our Company, our initial stockholders may exert a substantial influence on other actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and ~~restated~~language ~~certificate of incorporation and approval of major corporate transactions.~~differences;

If● ~~our~~employment initial stockholders purchase any additional shares of Class A common stock in the open market or in privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial stockholders will exert significant influence over actions requiring a stockholder vote at least until the completion of our initial Business Combination.regulations;

25● energy shortages;

A● ~~provision~~crime, ofstrikes, ~~our~~riots, ~~warrant~~civil ~~agreement may~~disturbances, ~~make~~terrorist itattacks, ~~more~~natural ~~difficult~~disasters, ~~for~~wars usand toother ~~consummate~~forms anof ~~initial~~social ~~Business Combination.~~instability;

~~Unlike~~● ~~most~~deterioration ~~blank~~of ~~check~~political ~~companies,~~relations ifwith the United States;

● weobligatory ~~issue~~military ~~additional~~service shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by ~~our~~personnel; ~~board of directors~~ and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),

● ~~the~~government ~~aggregate~~appropriation ~~gross proceeds from such issuances represent more than 60%~~ of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the completion of our initial Business Combination (net of redemptions), andassets.

●We ~~the~~may ~~volume~~not ~~weighted~~be ~~average~~able ~~trading~~to ~~price~~adequately ofaddress ~~our~~these ~~shares~~additional ofrisks. ~~Class~~If we Awere ~~common~~unable ~~stock~~to ~~during~~do ~~the~~so, 20we ~~trading~~may ~~day~~be ~~period~~unable ~~starting on the trading day prior~~ to ~~the~~complete ~~day~~such oncombination ~~which~~or, if we ~~consummate~~complete ~~our initial Business Combination (~~such ~~price~~combination, ~~the~~our ~~“Market~~operations ~~Value”)~~might ~~is below $9.20 per share~~suffer, either ~~costs~~of ~~and~~which ~~difficulties~~may ~~inherent~~adversely inimpact ~~managing~~our ~~cross-border~~results ~~business~~of operations and ~~complying~~financial ~~with commercial and legal requirements of overseas markets,~~condition.

~~then~~Risks ~~the~~Relating ~~exercise price of the warrants will be adjusted (~~to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price applicable to our warrants 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 $10.00 per share redemption trigger price applicable to our warrants 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 Post-Business Combination ~~with a target business.~~Company

~~Our~~Subsequent ~~warrants~~to ~~and~~our ~~Founder~~completion ~~Shares~~of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have an ~~adverse~~a significant negative effect on ~~the~~our ~~market~~financial ~~price~~condition, results of ~~our~~operations ~~Class A~~and ~~common~~the ~~stock~~price ~~and~~of ~~make~~our itsecurities, ~~more~~which ~~difficult~~could cause you to ~~effectuate~~lose ~~our~~some ~~initial~~or ~~Business~~all ~~Combination~~of your investment.

WeEven ~~have~~if ~~issued~~we ~~warrants~~conduct toextensive ~~purchase~~due ~~8,333,333 shares~~diligence ofon ~~our~~a ~~Class A~~target business with ~~common~~which ~~stock~~we combine, atwe acannot ~~price~~assure ofyou ~~$11.50 per~~that ~~whole~~this ~~share~~diligence ~~(subject~~will toidentify ~~adjustment),~~all asmaterial ~~part~~issues ofthat ~~the~~may ~~Units~~be ~~and,~~present ~~simultaneously~~ with ~~the~~a ~~closing~~particular target ofbusiness, ~~the~~that ~~Initial~~it ~~Public~~would ~~Offering,~~be wepossible ~~issued~~to inuncover ~~the~~all ~~Private~~material ~~Placement~~issues anthrough ~~aggregate~~a ofcustomary ~~4,666,667~~amount ~~Private~~of ~~Placement~~due ~~Warrants~~diligence, ~~each~~or ~~exercisable to~~that ~~purchase~~factors ~~one share~~ outside of ~~Class A~~the ~~common~~target ~~stock~~business atand aoutside ~~price~~ of ~~$11.50~~our ~~per~~control ~~share,~~will ~~subject~~not tolater ~~adjustment~~arise. ~~Our~~As ~~initial~~a ~~stockholders~~result ~~currently hold~~of 6these factors,~~250,000~~ ~~Founder~~we ~~Shares.~~may ~~The~~be ~~Founder~~forced ~~Shares~~to ~~are~~later ~~convertible into shares of Class A common stock on a one~~write-~~for-one basis,~~down ~~subject~~or towrite-off ~~adjustment as set forth herein. In addition~~assets, ifrestructure our ~~Sponsor~~operations, anor ~~affiliate~~incur ofimpairment ~~our~~or ~~Sponsor~~other orcharges ~~certain~~that ofcould result in our ~~officers~~reporting ~~and~~losses. ~~directors~~Even ~~make~~if ~~any~~our ~~working~~due ~~capital~~diligence ~~loans,~~successfully upidentifies tocertain $1risks,~~500,000~~ ofunexpected ~~such~~risks ~~loans~~ may bearise ~~converted~~and ~~into~~previously ~~warrants,~~known atrisks ~~the~~may ~~price~~materialize ofin ~~$1.50~~a manner ~~per~~not ~~warrant~~consistent atwith ~~the option~~our ofpreliminary ~~the~~risk ~~lender~~analysis. ~~Such~~Even ~~warrants~~though ~~would~~these charges may be ~~identical~~non-cash toitems ~~the~~and ~~Private~~not ~~Placement~~have ~~Warrants.~~an Toimmediate impact on our liquidity, the ~~extent~~fact that we ~~issue~~report ~~shares~~charges of ~~Class A common~~this ~~stock~~nature could contribute to ~~effectuate~~negative ~~our~~market ~~initial~~perceptions ~~Business~~about ~~Combination,~~us ~~the~~or ~~potential~~our ~~for~~securities. In ~~the~~addition, ~~issuance~~charges of athis ~~substantial~~nature ~~number~~may ofcause ~~additional~~us ~~shares of~~to ~~Class A~~violate ~~common~~net ~~stock~~worth ~~upon~~or ~~exercise~~other ofcovenants ~~these~~to ~~warrants~~which orwe ~~conversion~~may ~~rights~~be ~~could~~subject ~~make~~as us a ~~less~~result ~~attractive~~of ~~acquisition vehicle~~assuming topre-existing debt held by a target business. ~~Any~~or ~~such~~by ~~issuance~~virtue ~~will~~of ~~increase~~our ~~the~~obtaining ~~number~~post-combination ofdebt ~~outstanding~~financing. ~~shares~~Accordingly, ofany ~~our~~stockholders or ~~Class A~~warrant ~~common~~holders ~~stock~~who ~~and~~choose ~~reduce~~to ~~the value~~remain ofa ~~the~~stockholder ~~Class A~~or ~~common~~warrant ~~stock~~holder ~~issued~~following toour ~~complete~~initial ~~the~~ Business Combination. ~~Therefore,~~could ~~our~~suffer ~~warrants~~a ~~and~~reduction in ~~Founder~~the ~~Shares~~value ~~may~~of ~~make it~~their ~~more~~securities. ~~difficult~~Such tostockholders ~~effectuate~~or awarrant ~~Business~~holders ~~Combination~~are orunlikely ~~increase~~to ~~the~~have ~~cost~~a ofremedy ~~acquiring~~for ~~the~~such ~~target~~reduction ~~business~~in value.

The Private Placement Warrants are identical to the warrants sold as part of the Units except that, so long as they are held by our Sponsor or its permitted transferees: (1) they will not be redeemable by us (except under certain limited exceptions); (2) 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; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares of Class A common stock issuable upon exercise of these warrants) are entitled to registration rights. The Private Placement Warrants will not vote on any amendments to the warrant agreement.26

26After our initial Business Combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate.

~~Because~~The weeconomic, ~~must~~political ~~furnish~~and ~~our~~social ~~stockholders~~conditions, as well as government ~~with~~policies, ~~target~~of the country in which our operations are located could affect our business. ~~financial~~Economic ~~statements~~growth could be uneven, weboth geographically and among various sectors of the economy and such growth may ~~lose~~not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to ~~complete~~find an ~~otherwise~~attractive ~~advantageous~~target business with which to consummate our initial Business Combination ~~with~~ ~~some~~and ~~prospective~~if we effect our initial Business Combination, the ability of that target ~~businesses~~business to become profitable.

~~The~~Our ~~federal~~management ~~proxy~~may ~~rules~~not ~~require~~be ~~that~~able ~~a proxy statement with respect~~ to amaintain ~~vote~~control onof a ~~Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement~~target ~~disclosure~~business inafter ~~periodic reports. We will include the same financial statement disclosure in connection with~~ our ~~tender~~initial ~~offer~~Business ~~documents, whether or not they are required under the tender offer rules~~Combination. ~~These~~We ~~financial~~cannot ~~statements~~provide ~~may~~assurance ~~be required to be prepared in accordance with~~that, orupon beloss ~~reconciled~~of ~~to,~~control ~~accounting principles generally accepted in the United States~~ of ~~America,~~a ortarget ~~GAAP~~business, ornew ~~international financial~~management ~~reporting~~will ~~standards~~possess ~~as issued by~~ the ~~International Accounting Standards Board~~skills, orqualifications IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or ~~PCAOB.~~abilities ~~These~~necessary ~~financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable~~ to ~~provide~~profitably ~~such~~operate ~~financial statements in time for us to disclose~~ such ~~financial statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame~~business.

~~Compliance~~We ~~obligations~~may ~~under~~structure our initial Business Combination so that the ~~Sarbanes~~post-~~Oxley~~transaction ~~Act~~company ~~may~~in ~~make~~which itour Public Stockholders own shares will own or acquire less than 100% of the outstanding equity interests or assets of a target business, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more ~~difficult~~of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to ~~effectuate~~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 or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial Business Combination may collectively own a minority interest in the post Business Combination company, ~~require~~depending ~~substantial~~on ~~financial~~valuations ascribed to the target and ~~management~~us ~~resources~~in our initial Business Combination. For example, we could pursue a transaction ~~and~~in ~~increase~~which we issue a substantial number of new shares of common stock in exchange for all of the ~~time~~outstanding ~~and~~capital ~~costs~~stock of ~~completing~~a antarget, or issue a substantial number of new shares to third-parties in connection with financing our initial Business Combination. In such cases, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business.

~~Section 404~~We ofmay ~~the~~have ~~Sarbanes-Oxley Act~~a ~~requires~~limited ~~that~~ability weto ~~evaluate and~~assess ~~report~~the onmanagement ~~our system~~ of ~~internal~~a ~~controls beginning with our Annual Report on Form 10-K for the year ending December 31,~~prospective ~~2022~~target ~~Only~~business ~~in the event we are deemed to be a large accelerated filer or an accelerated filer~~and, ~~and no longer qualify~~ as ana ~~emerging growth company~~result, ~~will~~may wecomplete ~~be required to comply with the independent registered public accounting firm attestation requirement on~~ our ~~internal control~~initial ~~over~~Business ~~financial~~Combination ~~reporting. The fact that we are a blank check company makes compliance~~ with ~~the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because~~ a target business ~~with~~whose ~~which~~management ~~we seek to complete our initial Business Combination~~ may not behave ~~in compliance with~~ the ~~provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.~~ ~~The~~skills, ~~development~~qualifications ofor ~~the~~abilities ~~internal control of any such entity~~ to ~~achieve~~manage ~~compliance~~a ~~with~~public ~~the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial Business Combination~~company.

~~Data~~When ~~privacy~~evaluating ~~and~~the ~~security~~desirability ~~breaches,~~of ~~including, but~~completing ~~not~~our ~~limited~~initial ~~to,~~Business Combination ~~those~~with ~~resulting~~a ~~from~~prospective ~~cyber~~target ~~incidents or attacks~~business, ~~acts~~our ofability ~~vandalism~~to orassess ~~theft,~~the ~~computer~~target ~~viruses~~business’s ~~and/or~~management ~~misplaced~~may ~~or lost~~be ~~data,~~limited ~~could~~due ~~result~~to ina ~~information~~lack of ~~theft~~time, ~~data~~resources ~~corruption, operational disruption, reputational harm, criminal liability and/~~or ~~financial loss~~information.

InOur ~~searching~~assessment ~~for~~of ~~targets~~the ~~for~~capabilities ~~our~~of ~~initial~~the ~~Business~~target’s ~~Combination~~management, ~~we may~~ ~~depend on digital technologies~~therefore, ~~including~~may ~~information~~prove ~~systems,~~to ~~infrastructure~~be ~~and~~incorrect ~~cloud applications~~ and ~~services,~~such ~~including~~management ~~those of third parties with which we~~ may ~~deal.~~lack ~~Sophisticated~~the ~~and deliberate attacks on~~skills, qualifications or ~~privacy~~abilities ~~and~~we ~~security~~suspected. ~~breaches~~Should ~~in,~~the ~~our systems or infrastructure,~~target’s ormanagement ~~the~~not ~~systems~~possess ~~or infrastructure of third parties or~~ the ~~cloud~~skills, ~~could~~qualifications ~~lead to corruption~~ or ~~misappropriation~~abilities ofnecessary ~~our~~to ~~assets,~~manage ~~proprietary information,~~a ~~and~~public ~~sensitive or confidential data~~company, ~~including certain health information protected under~~ the ~~Health~~operations ~~Insurance Portability~~ and ~~Accountability Act~~ profitability of ~~1996,~~the orpost-combination ~~HIPAA,~~business ~~and other laws. As an early stage company without significant investments in data privacy or security protection, we~~ may ~~not~~ be ~~sufficiently~~negatively ~~protected~~impacted. ~~against such occurrences and therefore could be liable for privacy and security breaches~~Accordingly, ~~including potentially those caused by~~ any ofstockholders ~~our~~or ~~subcontractors.~~warrant Weholders ~~may~~who ~~not~~choose ~~have sufficient resources~~ to ~~adequately~~remain ~~protect against,~~a stockholder or towarrant ~~investigate~~holder ~~and~~following ~~remediate~~our ~~any~~initial ~~vulnerability~~Business ~~to,~~Combination ~~cyber~~could ~~incidents~~suffer ora ~~other~~reduction ~~incidents that result~~ in athe ~~privacy~~value ~~or security breach. It is possible that any~~ of ~~these~~their ~~occurrences,~~securities. Such stockholders or awarrant ~~combination~~holders ofare ~~them,~~unlikely ~~could~~to have ~~adverse~~a ~~consequences~~remedy onfor ~~our~~such ~~business~~reduction ~~and~~in ~~lead to reputational harm, criminal liability and/or financial loss~~value.

IfThe officers and directors of an acquisition candidate may resign upon completion of our ~~management~~initial ~~team~~Business ~~pursues~~Combination. The departure of a ~~company~~Business Combination target’s key personnel could negatively ~~with~~impact the operations orand ~~opportunities~~profitability ~~outside~~of our post-combination business. The role of an acquisition candidate’s key personnel upon the ~~United States~~completion ~~for~~of our initial Business Combination, cannot be ascertained at this time. Although we ~~may~~contemplate ~~face~~that ~~additional~~certain ~~burdens~~members of inan ~~connection~~acquisition ~~with~~candidate’s ~~investigating,~~management ~~agreeing~~team towill ~~and~~remain ~~completing~~associated ~~such~~with ~~combination,~~the ~~and~~acquisition ifcandidate wefollowing ~~effect~~our ~~such~~ initial Business Combination, ~~we would~~it beis ~~subject~~possible tothat amembers ~~variety~~of the management of ~~additional~~an ~~risks~~acquisition ~~that~~candidate ~~may~~will ~~negatively~~not ~~impact~~wish ~~our~~to ~~operations~~remain in place.

IfAfter our ~~management~~initial ~~team~~Business ~~pursues~~Combination, ait ~~company~~is ~~with~~possible ~~operations~~that ~~or opportunities~~a ~~outside~~majority of ~~the United States for~~ our ~~initial~~directors ~~Business~~and ~~Combination,~~officers wewill ~~would~~live beoutside ~~subject~~the toUnited ~~risks~~States ~~associated~~and ~~with~~all ~~cross-border Business Combinations,~~or ~~including~~substantially inall ~~connection~~of ~~with investigating, agreeing to and completing~~ our ~~initial~~assets ~~Business~~will ~~Combination,~~be ~~conducting due~~located ~~diligence~~outside inthe aUnited ~~foreign~~States; ~~market,~~therefore ~~having~~investors ~~such~~may ~~transaction~~not ~~approved~~be byable ~~any~~to ~~local~~enforce ~~governments,~~federal ~~regulators~~securities laws or ~~agencies~~their ~~and~~other ~~changes~~legal ~~in the purchase price based on fluctuations in foreign exchange rates~~rights.

27It is possible that after our initial Business Combination, a majority of our directors and officers will reside outside of the United States and all or substantially all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

If we effect our initial Business Combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:27

●If ~~costs~~our ~~and~~management ~~difficulties~~following ~~inherent~~our ininitial ~~managing~~Business ~~cross-border~~Combination is ~~business~~unfamiliar ~~operations~~with U.S. securities laws, they may have to expend time and ~~complying~~resources becoming familiar with ~~commercial~~such ~~and~~laws, ~~legal~~which ~~requirements~~could oflead to ~~overseas~~various ~~markets;~~regulatory issues.

●Following ~~rules~~our initial Business Combination, any or all of our management could resign from their positions as officers of the Company, and ~~regulations~~the ~~regarding~~management ~~currency~~of ~~redemption;~~the target business at the time of the Business Combination could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

●Risks ~~complex~~Relating ~~corporate~~to ~~withholding~~Our ~~taxes~~Management ~~on individuals;~~Team

●We ~~laws~~are ~~governing~~dependent ~~the~~upon ~~manner~~our indirectors ~~which~~and ~~future~~officers ~~Business~~and ~~Combinations~~their ~~may~~departure could beadversely ~~effected;~~affect our ability to operate.

●Our ~~tariffs~~operations are dependent upon a relatively small group of individuals and ~~trade~~in ~~barriers;~~particular, we believe that our success depends on the continued service of our directors and officers, at least until we have completed our initial Business Combination. In addition, our directors and officers are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential Business Combinations and monitoring the related due diligence. For a discussion of certain of our directors’ and officers’ other business endeavors, please see “Item 10. Directors, Executive Officers and Corporate Governance.” Moreover, certain of our directors and officers have time and attention requirements for investment funds of which affiliates of our Sponsor are the investment managers. 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 ~~regulations~~ability ~~related~~to successfully effect our initial Business Combination and to ~~customs~~be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial Business Combination. The loss of our or a target’s key personnel could negatively impact the operations and ~~import/export~~profitability ~~matters;~~of our post-combination business.

●Our ~~longer~~ability ~~payment~~to ~~cycles;~~successfully effect our initial Business Combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, 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 the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial Business Combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

●In ~~tax consequences~~addition, ~~such~~the asdirectors ~~tax~~and ~~law~~officers ~~changes,~~of ~~including~~an ~~termination~~acquisition orcandidate may ~~reduction~~resign upon completion of ~~tax~~our initial Business Combination. The departure of a Business Combination target’s key personnel could negatively impact the operations and ~~other~~profitability ~~incentives~~of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the ~~applicable~~acquisition ~~government~~candidate ~~provides~~following toour ~~domestic~~initial Business ~~companies~~Combination, ~~and~~it ~~variations~~is inpossible ~~tax~~that ~~laws~~members asof ~~compared~~the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the ~~United~~operations ~~States;~~and profitability of our post-combination business.

●Our ~~currency~~key ~~fluctuations~~personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination. These agreements may provide for them to receive compensation following our initial Business Combination and ~~exchange~~as ~~controls~~a result, ~~including~~may ~~devaluations~~cause ~~and~~them ~~other~~to ~~exchange~~have ~~rate~~conflicts ~~movements;~~of interest in determining whether a particular Business Combination is the most advantageous.

●Our ~~rates~~key personnel may be able to remain with the Company after the completion of ~~inflation,~~our ~~price~~initial ~~instability~~Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously with the negotiation of the Business Combination and ~~interest~~could provide ~~rate~~for ~~fluctuations;~~such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the Business Combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target 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 decision as to whether or not we will proceed with any potential Business Combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our 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.

~~● liquidity of domestic capital and lending markets;~~28

●Our ~~challenges~~officers and directors will allocate their time to other businesses thereby causing conflicts of interest in ~~collecting~~their ~~accounts~~determination ~~receivable;~~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 ~~cultural~~officers and ~~language~~directors ~~differences;~~are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our consummation of a Business Combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial Business Combination. Each of our officers and our Chairman is engaged in other business endeavors for which he may be entitled to substantial compensation or other economic benefit and our officers and our Chairman are not obligated to contribute any specific number of hours per week to our affairs. 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 a discussion of our officers’ and directors’ other business endeavors, please see “Item 10. Directors, Executive Officers and Corporate Governance.”

●Certain ~~employment~~of ~~regulations;~~our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

●Until ~~energy~~we ~~shortages;~~consummate our initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor and Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities that are engaged in a similar business. Our Sponsor and officers and directors are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial Business Combinations, prior to us completing our initial Business Combination, and any such involvement may result in conflicts of interests as described above. Moreover entities in which our officers and directors are affiliated with may enter into agreements or other arrangements with businesses, which agreements or arrangements may limit or restrict our ability to enter into a Business Combination with such business.

●Each ~~crime~~of our officers and directors presently has, ~~strikes~~and any of them in the future may further have, ~~riots~~additional, ~~civil~~fiduciary, ~~disturbances~~contractual or other interests, ~~terrorist~~obligations ~~attacks~~or duties to one or more entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entities. Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties or otherwise have an interest in, ~~natural~~including ~~disasters~~Stratim Capital, ~~wars~~LLC and any other special ~~forms~~purpose acquisition company in which they may become involved with. Accordingly, they may have conflicts of ~~social~~interest ~~instability;~~in determining to which entity a particular business opportunity should be presented. If any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for one or more entities to which he or she has then-current fiduciary, contractual or other interests, obligations, or duties, he or she will honor these obligations and duties to present such Business Combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. 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.

●For ~~deterioration~~a complete discussion of ~~political~~our ~~relations~~officers’ ~~with~~and directors’ business affiliations and the ~~United~~potential ~~States;~~conflicts of interest that you should be aware of, please see “Item 10. Directors, Executive Officers and Corporate Governance – Conflicts of Interest” and “Item 13. Certain Relationships and Related Party Transactions – Support Services Agreement.”

●Our ~~obligatory~~officers, ~~military~~directors, ~~service~~security byholders ~~personnel;~~ and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

●We ~~government~~have ~~appropriation~~not adopted a policy that expressly prohibits our directors, officers, security holders, or their respective affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of ~~assets~~by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a Business Combination with a target business that is affiliated with our Sponsor, our directors or officers. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

WeIn ~~may~~particular, ~~not~~affiliates beof ~~able~~our toSponsor ~~adequately~~have ~~address~~invested ~~these~~in ~~additional~~a ~~risks. If~~diverse weset ~~were~~of ~~unable~~industries. toAs doa soresult, wethere may be ~~unable~~substantial tooverlap ~~complete~~between ~~such~~companies ~~combination~~that ~~or,~~would ifbe wea ~~complete~~suitable ~~such~~Business ~~combination,~~Combination ~~our~~for ~~operations might suffer,~~us ~~either~~and ofcompanies ~~which~~that ~~may~~would ~~adversely~~make ~~impact~~an ~~our~~attractive ~~results~~target offor ~~operations~~such ~~and~~other ~~financial condition~~affiliates.

28In addition, our officers or directors may be investors, or have other direct or indirect interests, in a business with which we may enter into a Business Combination agreement and/or in certain funds or other persons that may purchase shares of our Class A common stock.

~~Risks~~Our ~~Relating~~Sponsor, officers, directors and any of their respective affiliates may sponsor or form, or, in the case of individuals, serve as a director or officer of, other blank check companies similar to ours during the ~~Post-~~period in which we are seeking an initial Business Combination. Any such companies may present additional conflicts of interest in ~~Company~~pursuing an acquisition target.

~~Because we intend to seek a Business Combination with a target business in the technology industry, we expect our future operations to be subject to risks associated with this industry.~~29

~~Business~~Past ~~Combinations~~performance ~~with~~by ~~businesses~~any inmember ~~the~~or ~~technology~~members ~~industry~~of ~~entail special~~our ~~considerations~~management team and ~~risks.~~their Ifrespective weaffiliates ~~are successful in completing a Business Combination with such a target business, we~~ may not be ~~subject to,~~indicative ~~and~~of ~~possibly~~future ~~adversely~~performance ~~affected~~of ~~by,~~an ~~certain~~investment ~~risks,~~in ~~including:~~us.

●Information ifregarding performance by, or businesses associated with, members of our management team and their respective affiliates, including Stratim Capital, LLC, is presented for informational purposes only. Any past experience and performance, including related to acquisitions, of members of our management team and their respective affiliates, including Stratim Capital, LLC, is not a guarantee either: (1) that we dowill be able to successfully identify and execute a transaction with a suitable candidate for our initial Business Combination; or (2) success with respect to any initial Business Combination we may consummate. You should not ~~develop~~rely ~~successful~~on ~~new~~the ~~products~~historical record of our management team’s or ~~improve~~their ~~existing~~affiliates’ ~~ones~~performance, ~~our~~including that ~~business~~of Stratim Capital, LLC, as indicative of the future performance of an investment in us or the returns we will, ~~suffer;~~or are likely to, generate going forward. An investment in us is not an investment in Stratim Capital, LLC or any of its funds.

●Members weof our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, may ~~invest~~be, or may become, involved in ~~new~~litigation, ~~lines~~investigations ofor ~~business~~other ~~that~~proceedings, ~~could~~including ~~fail~~related to ~~attract~~those companies or ~~retain~~otherwise. ~~users~~This ormay have ~~generate~~an ~~revenue;~~adverse effect on us, which may impede our ability to consummate an initial Business Combination.

●During wethe ~~will~~course ~~face~~of ~~significant~~their ~~competition~~careers, members of our management team and ifboard weof ~~are~~directors ~~not~~have ~~able~~had tosignificant ~~maintain~~experience as founders, board members, officers, executives or ~~improve~~employees ~~our~~of ~~market~~other ~~share~~companies. Certain of those persons have been, ~~our~~may be or may in the future become involved in litigation, investigations or other proceedings, including relating to the business ~~could~~affairs ~~suffer;~~of such companies, transactions entered into by such companies, or otherwise.

●Any ~~the~~litigation, ~~loss~~investigations ofor ~~one~~other orproceedings ~~more~~may ~~members~~divert the attention and resources of our management team, orand ~~our~~board ~~failure~~of todirectors ~~attract~~away from identifying and ~~retain~~selecting ~~other~~a ~~highly~~target ~~qualified~~business ~~personnel~~or inbusinesses for ~~the~~our ~~future~~initial Business Combination and may negatively affect our reputation, ~~could~~which ~~seriously~~may ~~harm~~impede our ~~business;~~ability to complete an initial Business Combination.

●Risks ifRelating ~~our security is compromised or if our platform is subjected~~ to ~~attacks~~Our that frustrate or thwart our users’ ability to access our products and services, our users, advertisers, and partners may cut back on or stop using our products and services altogether, which could seriously harm our business;Securities

●You ~~malware,~~will ~~viruses~~not have any rights or interests in funds from the Trust Account, ~~hacking~~except ~~and~~under ~~phishing~~certain ~~attacks~~limited circumstances. To liquidate your investment, ~~spamming~~therefore, ~~and~~you ~~improper~~may orbe ~~illegal~~forced ~~use~~to ofsell ~~our~~your ~~products~~Public ~~could~~Shares or ~~seriously~~warrants, ~~harm~~potentially ~~our~~at ~~business~~a ~~and reputation;~~loss.

●Our Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) the completion of our initial Business Combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend our Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of our obligation to allow redemptions 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 September 16, 2023 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of our Public Shares if we have not completed our initial Business Combination by September 16, 2023, subject to applicable law. In addition, if we are unable to ~~successfully~~complete ~~grow~~an initial Business Combination by September 16, 2023, for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our ~~user~~then-existing ~~base~~stockholders ~~and~~for ~~further~~approval ~~monetize~~prior to the distribution of the proceeds held in our ~~products~~Trust Account. In that case, Public Stockholders may be forced to wait beyond September 16, 2023, before they receive funds from our ~~business~~Trust Account. In no other circumstances will ~~suffer;~~a Public Stockholder have any right or interest of any kind to or in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.

●Nasdaq ifmay wedelist ~~are~~our ~~unable~~securities tofrom ~~protect~~trading ~~our~~on ~~intellectual~~its ~~property~~exchange, which ~~the~~could ~~value~~limit ofinvestors’ ~~our~~ability ~~brand~~to ~~and~~make ~~other~~transactions ~~intangible~~in ~~assets~~our ~~may~~securities ~~be diminished,~~ and ~~our~~subject ~~business~~us ~~may~~to beadditional ~~seriously~~trading ~~harmed;~~restrictions.

●We wecannot ~~may~~assure you that our securities will continue to be ~~subject~~listed on Nasdaq. In order to ~~regulatory~~continue ~~investigations~~listing our securities on Nasdaq prior to our initial Business Combination, we must maintain certain financial, distribution and ~~proceedings~~stock price levels. In general, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 round-lot holders). Additionally, in connection with our initial Business Combination, we will be required to demonstrate compliance with the ~~future~~applicable exchange’s initial listing requirements, which ~~could~~are more ~~cause~~rigorous usthan tocontinued ~~incur~~listing ~~substantial~~requirements, ~~costs~~in ororder ~~require~~to uscontinue to ~~change~~maintain ~~our~~the ~~business~~listing ~~practices~~of inour asecurities. ~~way~~We cannot assure you that ~~could~~we ~~seriously~~will ~~harm~~be ~~our~~able ~~business;~~to meet those initial listing requirements at that time.

~~● components used in our products may fail as a result of a manufacturing, design, or other defect over which we have no control, and render our devices inoperable;~~30

●If anany ~~inability~~of our securities are delisted from trading on its exchange and we are not able to ~~manage~~list ~~rapid~~such ~~change~~securities on another national securities exchange, ~~increasing~~we ~~consumer~~expect ~~expectations~~such ~~and~~securities ~~growth;~~could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

● ana ~~inability~~limited toavailability ~~build~~of ~~strong~~market ~~brand~~quotations ~~identity~~for ~~and~~our ~~improve subscriber or customer satisfaction and loyalty~~securities;

● anreduced ~~inability~~liquidity tofor ~~deal with~~ our ~~subscribers’ or customers’ privacy concerns~~securities;

● ana ~~inability~~determination tothat ~~license~~our orClass ~~enforce~~A ~~intellectual~~common ~~property~~stock ~~rights~~is ona “penny stock” which will require brokers trading in our ~~business~~Class ~~may~~A ~~depend~~common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

● ~~an inability by us, or~~ a ~~refusal~~limited byamount ~~third~~of ~~parties,~~news toand ~~license~~analyst ~~content to us upon acceptable terms~~coverage; and

● ~~potential~~a ~~liability~~decreased ~~for~~ability ~~negligence,~~to ~~copyright,~~issue oradditional ~~trademark~~securities ~~infringement~~ or ~~other~~obtain ~~claims~~additional ~~based~~financing onin the ~~nature and content of materials that we may distribute;~~future.

●The ~~competition~~National ~~for~~Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the ~~leisure~~states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Units, Class A common stock and ~~entertainment~~warrants ~~time~~currently qualify as covered securities under such statute. Although the states are pre-empted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, ~~discretionary~~if ~~spending~~there is a finding of ~~subscribers~~fraudulent activity, then the states can regulate or ~~customers,~~bar ~~which~~the ~~may~~sale ~~intensify~~of covered securities in ~~part~~a ~~due~~particular case. While we are not aware of a state having used these powers to ~~advances~~prohibit inor ~~technology~~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 ~~changes~~might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in ~~consumer~~their ~~expectations~~states. Further, ~~and~~if ~~behavior;~~we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities, which may negatively impact our ability to consummate our initial Business Combination.

●You ~~disruption~~will ornot ~~failure~~be ofpermitted ~~our~~to ~~networks,~~exercise ~~systems~~your orwarrants ~~technology~~unless aswe register aand ~~result~~qualify ofthe ~~computer~~issuance ~~viruses, “cyber-attacks,” misappropriation~~ of ~~data~~the orunderlying ~~other~~shares ~~malfeasance,~~of asClass ~~well~~A ascommon ~~outages,~~stock ~~natural~~or ~~disasters,~~certain ~~terrorist~~exemptions ~~attacks,~~are ~~accidental releases of information or similar events~~available.

29Pursuant to terms of the warrant agreement, we have agreed, as soon as practicable, but in no event later than 20 business days after the closing of our initial Business Combination, we will use our commercially reasonable efforts to file a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial Business Combination and to maintain the effectiveness of such registration statement and current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise that represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the issuance of the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of Units will have paid the full Unit purchase price solely for the shares of Class A common stock included in the Units. There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of Units. In such an instance, our Sponsor and its permitted transferees (which may include our directors and officers) would be able to exercise their warrants and sell the common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying common stock. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants.

Any of the foregoing could have an adverse impact on our operations following a Business Combination. However, our efforts in identifying prospective target businesses will not be limited to businesses in the technology industry. Accordingly, if we acquire a target business in another industry, we will be subject to risks attendant with the specific industry in which we operate or target business which we acquire, which may or may not be different than those risks listed above.31

~~Subsequent~~We tomay ~~our~~amend ~~completion~~the terms of ~~our~~the ~~initial Business~~warrants ~~Combination,~~in wea manner that may be adverse ~~required~~ to ~~take~~holders ~~write-downs~~of orpublic ~~write-offs,~~warrants ~~restructuring~~with ~~and~~the ~~impairment~~approval orby ~~other~~the ~~charges~~holders ~~that~~of ~~could~~at ~~have a~~least ~~significant~~50% ~~negative~~of ~~effect~~the onthen ~~our~~outstanding ~~financial~~public ~~condition~~warrants. As a result, the ~~results~~exercise price of ~~operations~~your ~~and~~warrants could be increased, the ~~price~~warrants ofcould ~~our~~be ~~securities~~converted into cash or stock, ~~which~~the ~~could~~exercise ~~cause~~period ~~you~~could tobe ~~lose~~shortened ~~some~~and orthe ~~all~~number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your ~~investment~~approval.

~~Even~~Our ifwarrants wewill ~~conduct~~be ~~extensive~~issued ~~due~~in ~~diligence~~registered onform under a ~~target~~warrant ~~business with~~agreement ~~which~~between weContinental ~~combine,~~Stock weTransfer ~~cannot~~& ~~assure~~Trust ~~you~~Company, ~~that~~as ~~this~~warrant ~~diligence~~agent, ~~will~~and ~~identify~~us. ~~all~~The ~~material~~warrant ~~issues~~agreement provides that ~~may~~the beterms ~~present~~of ~~with a particular target~~the ~~business,~~warrants ~~that~~may itbe ~~would~~amended bewithout ~~possible~~the toconsent ~~uncover~~of ~~all~~any ~~material~~holder ~~issues~~to ~~through~~cure aany ~~customary~~ambiguity ~~amount~~or ofcorrect ~~due~~any ~~diligence~~defective provision, orbut ~~that~~requires ~~factors~~the ~~outside~~approval ofby the ~~target~~holders ~~business and outside~~ of ~~our~~at ~~control~~least ~~will~~50% ~~not later arise. As a result~~ of ~~these~~the ~~factors,~~then weoutstanding ~~may~~public bewarrants ~~forced~~ to ~~later~~make ~~write-down or write-off assets,~~any ~~restructure~~change ~~our operations, or incur impairment or other charges~~ that ~~could~~adversely ~~result~~affects inthe ~~our~~interests ~~reporting~~of ~~losses. Even~~the ifregistered ~~our~~holders ~~due~~of ~~diligence~~public ~~successfully~~warrants. ~~identifies certain risks~~Accordingly, ~~unexpected~~we ~~risks~~ may ~~arise~~amend ~~and~~the ~~previously~~terms ~~known~~of ~~risks~~the ~~may~~public ~~materialize~~warrants in a manner ~~not~~adverse ~~consistent~~to ~~with~~a ~~our~~holder ~~preliminary~~if ~~risk~~holders of ~~analysis.~~at ~~Even~~least ~~though~~50% ~~these~~of ~~charges~~the ~~may~~then beoutstanding ~~non-cash items~~public ~~and~~warrants ~~not~~approve ~~have~~of ansuch ~~immediate impact~~amendment. onAlthough our ~~liquidity,~~ability ~~the~~to ~~fact~~amend ~~that~~the weterms ~~report charges~~ of ~~this~~the ~~nature could contribute to negative market perceptions about us or our~~public ~~securities.~~warrants Inwith ~~addition,~~the ~~charges~~consent of ~~this~~at ~~nature~~least ~~may~~50% ~~cause~~of usthe tothen ~~violate~~outstanding ~~net~~public ~~worth~~warrants oris ~~other~~unlimited, ~~covenants~~examples toof ~~which~~such weamendments ~~may~~could be ~~subject as a result~~amendments ofto, ~~assuming~~among ~~pre-existing debt~~other ~~held~~things, byincrease athe ~~target~~exercise ~~business~~price ~~or by virtue~~ of ~~our~~the ~~obtaining post-combination debt financing. Accordingly~~warrants, ~~any~~ ~~stockholders~~convert orthe ~~warrant~~warrants ~~holders~~into ~~who~~cash ~~choose to remain a stockholder~~ or ~~warrant~~stock, ~~holder~~shorten ~~following~~the ~~our~~exercise ~~initial Business Combination could~~period ~~suffer~~or adecrease ~~reduction in~~ the ~~value~~number of ~~their~~shares ~~securities.~~of ~~Such~~our ~~stockholders~~common orstock ~~warrant~~purchasable ~~holders~~upon ~~are~~exercise ~~unlikely~~of ~~to have~~ a ~~remedy for such reduction in value~~warrant.

~~After~~Because ~~our~~each ~~initial~~Unit ~~Business~~contains ~~Combination, our~~one-third ~~results~~ of ~~operations~~one redeemable warrant and ~~prospects~~only ~~could~~a bewhole ~~subject,~~warrant tomay abe ~~significant extent~~exercised, to the ~~economic,~~Units ~~political,~~may ~~social~~be ~~and~~worth ~~government~~less ~~policies, developments~~than ~~and~~units ~~conditions~~of inother ~~the~~blank ~~country~~check ~~in which we operate~~companies.

~~The~~Each ~~economic,~~Unit ~~political~~contains ~~and~~one-third ~~social~~of ~~conditions,~~one asredeemable ~~well~~warrant. asPursuant ~~government~~to ~~policies~~the warrant agreement, no fractional warrants will be issued upon separation of the ~~country~~Units, inand ~~which~~only ~~our~~whole ~~operations~~warrants ~~are~~will ~~located~~trade. ~~could~~This ~~affect~~is different ~~our~~from ~~business.~~other ~~Economic~~offerings ~~growth~~similar ~~could~~to beours ~~uneven,~~whose ~~both~~units ~~geographically~~ include one share of Class A common stock and ~~among~~one ~~various~~whole ~~sectors~~warrant or a greater fraction of ~~the~~one ~~economy~~whole ~~and~~warrant ~~such~~to ~~growth~~purchase ~~may~~one ~~not~~whole beshare. ~~sustained~~We inhave established the ~~future.~~components Ifof the Units in ~~the~~this ~~future~~way ~~such~~in ~~country’s~~order ~~economy~~to reduce ~~experiences~~the adilutive ~~downturn~~effect orof ~~grows~~the atwarrants upon completion of a ~~slower~~Business ~~rate~~Combination ~~than~~since ~~expected,~~the ~~there~~warrants ~~may~~will be ~~less~~exercisable ~~demand~~in the aggregate for ~~spending~~one-third inof ~~certain~~the ~~industries.~~number Aof ~~decrease in~~shares ~~demand~~compared ~~for~~to ~~spending~~Units inthat ~~certain~~each ~~industries~~contain ~~could~~a ~~materially~~whole ~~and~~warrant ~~adversely~~to ~~affect~~purchase ~~our~~one ~~ability~~whole toshare, ~~find~~thus anmaking us, we believe, a more attractive Business Combination partner for target ~~business~~businesses. ~~with which~~Nevertheless, tothis ~~consummate~~Unit structure may cause our ~~initial~~Units to ~~Business~~be ~~Combination~~worth ~~and~~less than if wethey ~~effect~~included ~~our~~one ~~initial~~whole ~~Business~~warrant ~~Combination,~~or ~~the~~a ~~ability~~greater fraction of ~~that~~one ~~target~~whole ~~business~~ warrant to ~~become~~purchase ~~profitable~~one whole share.

~~Our~~We ~~management~~ may ~~not~~redeem beyour ~~able~~unexpired warrants prior to ~~maintain~~their exercise ~~control~~at of a ~~target~~time ~~business after our initial Business Combination. We cannot provide assurance~~ that, ~~upon~~is ~~loss~~disadvantageous ofto ~~control of a target business~~you, ~~new~~thereby ~~management~~making ~~will~~your ~~possess~~warrants ~~the skills, qualifications or abilities necessary to profitably operate such business~~worthless.

We ~~may~~have ~~structure~~the ~~our~~ability ~~initial~~to ~~Business~~redeem ~~Combination~~outstanding sowarrants ~~that~~at ~~the~~any ~~post-transaction company~~time after inthey ~~which~~become ~~our~~exercisable ~~Public~~and ~~Stockholders~~prior ~~own~~to ~~shares~~their ~~will~~expiration, ~~own~~at ora ~~acquire~~price ~~less than 100%~~ of ~~the~~$0.01 ~~outstanding~~per ~~equity~~warrant, ~~interests~~if oramong ~~assets~~other ~~of a target business~~things, ~~but we will only complete such Business Combination if~~ the ~~post-transaction company~~last ~~owns~~reported orsale price ~~acquires 50% or more~~ of ~~the outstanding~~shares ~~voting securities~~ of ~~the~~Class ~~target~~A orcommon ~~otherwise~~stock ~~acquires a controlling interest in the target business sufficient~~ for usany ~~not to~~20 betrading ~~required~~days towithin ~~register~~a as30-trading anday ~~investment~~period ~~company~~ending ~~under~~on the ~~Investment~~third ~~Company~~trading ~~Act.~~day Weprior ~~will not consider any transaction that does not~~to ~~meet~~the ~~such~~date ~~criteria.~~on ~~Even~~which if the ~~post-transaction company~~Company ~~owns~~sends ~~or acquires 50% or more of~~ the ~~outstanding~~notice ~~voting securities~~ of ~~the target,~~redemption ~~our stockholders prior~~ to ~~our~~the ~~initial~~warrant ~~Business~~holders ~~Combination~~(the ~~may~~“Reference ~~collectively~~Value”) ~~own~~equals aor ~~minority interest in the post Business Combination~~exceeds ~~company,~~$18.00 ~~depending~~per onshare ~~valuations~~(as ~~ascribed~~adjusted). toIf ~~the target~~ and uswhen inthe ~~our~~warrants ~~initial~~become ~~Business~~redeemable ~~Combination.~~by ~~For example~~us, we ~~could~~may ~~pursue~~exercise aour ~~transaction in~~redemption ~~which~~right weeven ~~issue~~if awe ~~substantial~~are unable ~~number~~to ofregister ~~new~~or ~~shares~~qualify ofthe ~~common~~underlying ~~stock~~securities infor ~~exchange~~sale ~~for~~under all ofapplicable ~~the~~state ~~outstanding~~securities ~~capital~~laws. ~~stock~~As of a ~~target~~result, or ~~issue~~we amay ~~substantial~~redeem the ~~number~~warrants ofas ~~new~~set ~~shares~~forth toabove ~~third-parties in~~even ~~connection~~if ~~with~~the ~~financing~~holders ~~our~~are ~~initial~~otherwise ~~Business~~unable ~~Combination.~~to Inexercise ~~such cases, we would acquire a 100% interest in~~ the ~~target~~warrants. ~~However,~~Redemption ~~as a result~~ of the ~~issuance~~outstanding ofwarrants as adescribed ~~substantial~~above ~~number~~could offorce ~~new~~you ~~shares~~to: of(1) ~~common stock,~~exercise ~~our~~your ~~stockholders~~warrants ~~immediately~~and ~~prior~~pay tothe ~~such~~exercise ~~transaction~~price ~~could~~therefor ~~own~~at ~~less than~~ a ~~majority~~time ofwhen ~~our~~it ~~outstanding~~may ~~shares~~be ~~of common stock~~disadvantageous ~~subsequent~~for you to ~~such~~do ~~transaction.~~so; In(2) ~~addition,~~sell ~~other~~your ~~minority~~warrants ~~stockholders~~at ~~may~~the ~~subsequently~~then-current ~~combine~~market ~~their~~price ~~holdings~~when ~~resulting~~you inmight aotherwise ~~single person~~wish orto ~~group~~hold ~~obtaining~~your awarrants; ~~larger~~or ~~share~~(3) accept of the ~~company’s~~nominal ~~stock~~redemption ~~than~~price wewhich, ~~initially~~at ~~acquired.~~the ~~Accordingly,~~time ~~this~~the ~~may~~outstanding ~~make~~warrants itare ~~more~~called ~~likely that~~for ~~our~~redemption, ~~management~~we ~~will~~expect ~~not~~would be ~~able~~substantially less tothan ~~maintain~~the ~~our~~market ~~control~~value of ~~the~~your ~~target business~~warrants.

In addition, we may redeem your warrants after they become exercisable for $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption for a number of Class A common stock determined based on the redemption date and the fair market value of our Class A common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock had your warrants remained outstanding.

WeOur ~~may~~warrant ~~have~~agreement adesignates ~~limited~~the ~~ability~~courts toof ~~assess~~ the ~~management~~State of aNew York ~~prospective~~or ~~target~~the ~~business~~United ~~and,~~States asDistrict aCourt ~~result,~~for ~~may~~the ~~complete~~Southern ~~our~~District ~~initial~~of ~~Business~~New ~~Combination~~York ~~with~~as athe ~~target~~sole ~~business~~and exclusive forum for certain types of actions ~~whose~~and ~~management~~proceedings that may ~~not~~be ~~have~~initiated ~~the~~by ~~skills~~holders of our warrants, ~~qualifications~~which orcould ~~abilities~~limit the ability of warrant holders to ~~manage~~obtain a ~~public~~favorable judicial forum for disputes with our company.

~~When~~Our ~~evaluating~~warrant ~~the~~agreement ~~desirability~~provides ofthat, ~~completing~~subject ~~our~~to ~~initial~~applicable ~~Business~~law, (i) ~~Combination~~any ~~with~~action, aproceeding ~~prospective~~or ~~target~~claim ~~business,~~against ~~our~~us ~~ability~~arising toout ~~assess~~of or relating in any way to the ~~target~~warrant ~~business’s~~agreement, ~~management~~including ~~may~~under the Securities Act, will be ~~limited~~brought ~~due~~and toenforced ain ~~lack~~the courts of the State of New York or the United States District Court for the Southern District of ~~time~~New York, ~~resources~~and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or ~~information~~claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

~~Our~~Notwithstanding ~~assessment~~the offoregoing, ~~the~~these ~~capabilities~~provisions of the ~~target’s~~warrant ~~management,~~agreement ~~therefore,~~do ~~may~~not ~~prove~~apply to besuits ~~incorrect~~brought ~~and~~to ~~such~~enforce ~~management~~any ~~may~~liability ~~lack~~or duty created by the ~~skills,~~Exchange ~~qualifications~~Act or ~~abilities~~any weother ~~suspected.~~claim ~~Should~~for which the ~~target’s~~federal district ~~management~~courts ~~not~~of ~~possess~~the United States of America are the ~~skills,~~sole ~~qualifications~~and orexclusive ~~abilities~~forum. ~~necessary~~Any toperson ~~manage~~or aentity ~~public~~purchasing ~~company,~~or ~~the~~otherwise ~~operations~~acquiring ~~and~~any ~~profitability~~interest in any of ~~the~~our ~~post-combination business~~warrants ~~may~~shall be ~~negatively~~deemed ~~impacted~~to have notice of and to have consented to the forum provisions in our warrant agreement. ~~Accordingly,~~If any action, ~~stockholders~~the orsubject matter of which is within the scope of the forum provisions of the warrant ~~holders~~agreement, ~~who~~is ~~choose~~filed toin ~~remain~~a court other than a ~~stockholder~~court of the State of New York or ~~warrant~~the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder ~~following~~of our ~~initial~~warrants, ~~Business~~such ~~Combination~~holder ~~could~~shall ~~suffer~~be adeemed ~~reduction~~to have consented to: (x) the personal jurisdiction of the state and federal courts located in the ~~value~~State of ~~their~~New ~~securities.~~York in connection with any action brought in any such court to enforce the forum provisions ~~Such~~(an ~~stockholders~~“enforcement oraction”), and (y) having service of process made upon such warrant ~~holders~~holder ~~are~~in ~~unlikely~~any tosuch ~~have~~enforcement aaction by ~~remedy~~service ~~for~~upon such ~~reduction~~warrant holder’s counsel in ~~value~~the foreign action as agent for such warrant holder.

The officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.32

~~After~~This ~~our~~choice-of-forum ~~initial~~provision ~~Business~~may ~~Combination,~~limit a warrant holder’s ability itto isbring ~~possible~~a ~~that~~claim in a ~~majority~~judicial offorum that it finds favorable for disputes with our ~~directors~~company, ~~and~~which ~~officers~~may ~~will~~discourage ~~live~~such ~~outside~~lawsuits. ~~the~~Alternatively, if ~~United~~a ~~States~~court ~~and~~were ~~all~~to orfind ~~substantially~~this ~~all~~provision of our ~~assets will~~warrant beagreement ~~located~~inapplicable ~~outside~~or unenforceable with respect to one or more of the ~~United~~specified types ~~States;~~of ~~therefore~~actions ~~investors~~or ~~may~~proceedings, ~~not~~we bemay ~~able~~incur toadditional ~~enforce~~costs ~~federal~~associated ~~securities~~with ~~laws~~resolving orsuch ~~their~~matters in other ~~legal~~jurisdictions, which could ~~rights~~materially and adversely affect our business, financial condition and results of operations and may result in a diversion of the time and resources of our management and board of directors.

ItProvisions isin ~~possible that after~~ our ~~initial~~Amended ~~Business~~and ~~Combination,~~Restated aCertificate ~~majority~~ of ~~our directors~~ Incorporation and ~~officers~~Delaware ~~will~~law ~~reside~~may ~~outside~~inhibit ofa ~~the~~takeover ~~United States and all or substantially all~~ of ~~our~~us, ~~assets~~which ~~will~~could belimit ~~located outside of~~ the ~~United~~price ~~States.~~investors Asmight ~~a result, it may~~ be ~~difficult,~~willing orto inpay ~~some cases not possible, for investors~~ in the ~~United~~future ~~States~~for ~~to enforce their legal rights, to effect service of process upon all of~~ our ~~directors or officers or to enforce judgments of United States courts predicated~~Class ~~upon~~A ~~civil~~common ~~liabilities~~stock and ~~criminal~~could ~~penalties~~entrench ~~on our directors and officers under United States laws~~management.

IfOur ~~our~~Amended ~~management~~and ~~following~~Restated ~~our~~Certificate ~~initial~~of Incorporation contains provisions ~~Business~~that ~~Combination~~may isdiscourage ~~unfamiliar~~unsolicited ~~with~~takeover Uproposals that stockholders may consider to be in their best interests.S. ~~securities~~These ~~laws,~~provisions ~~they~~include the ~~may~~ability ~~have~~of our board of directors to ~~expend~~designate ~~time~~the terms of and ~~resources~~issue ~~becoming~~new ~~familiar~~series ~~with~~of ~~such~~preferred ~~laws~~shares, and the fact that prior to the completion of our initial Business Combination only holders of our shares of Class B common stock, which may make more difficult the removal of management and may discourage transactions that otherwise could ~~lead~~involve topayment ~~various~~of ~~regulatory~~a ~~issues~~premium over prevailing market prices for our securities.

~~Following~~We ~~our~~are ~~initial~~also ~~Business~~subject ~~Combination,~~to ~~any~~anti-takeover orprovisions ~~all~~under ofDelaware ~~our management~~law, which could ~~resign~~delay ~~from~~or ~~their~~prevent ~~positions~~a aschange ~~officers~~ of ~~the~~control. ~~Company,~~Together ~~and~~these ~~the~~provisions ~~management~~may ofmake ~~the~~more ~~target~~difficult ~~business at~~ the ~~time~~removal of ~~the Business Combination could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new~~ management isand ~~unfamiliar~~may ~~with~~discourage ~~U.S.~~transactions ~~securities~~that ~~laws,~~otherwise ~~they may have to expend time and resources becoming familiar with such laws. This~~ could beinvolve ~~expensive~~payment ~~and~~of ~~time-consuming and could~~a ~~lead~~premium toover ~~various~~prevailing ~~regulatory~~market ~~issues~~prices ~~which~~for ~~may adversely affect~~ our ~~operations~~securities.

31Since only holders of our Founder Shares and alignment shares will have the right to appoint directors prior to our initial Business Combination, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq’s rules and, as a result, we may qualify for exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies.

~~Risks~~Only ~~Relating~~holders of our Founder Shares and alignment shares will have the right to ~~Our~~appoint ~~Management~~directors. ~~Team~~As a result, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

We● ~~are~~we ~~dependent~~have ~~upon~~a ~~our~~board ~~directors~~that ~~and officers~~includes ~~and~~a ~~their~~majority ~~departure~~of ~~could~~“independent ~~adversely~~directors,” ~~affect~~as ~~our~~defined ~~ability~~under toNasdaq ~~operate.~~rules;

~~Our~~● ~~operations are dependent upon a relatively small group of individuals and in particular,~~ we ~~believe that our success depends on the continued service of our directors and officers, at least until we~~ have ~~completed~~ our initial Business Combination. In addition, our directors and officers are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential Business Combinations and monitoring the related due diligence. For a ~~discussion~~compensation ofcommittee ~~certain~~ of our ~~directors’ and~~board ~~officers’~~that ~~other~~is ~~business~~comprised ~~endeavors,~~entirely ~~please see “Item 10. Directors, Executive Officers and Corporate Governance.” Moreover, certain~~ of ~~our~~independent directors ~~and officers have time and attention requirements for investment funds of which affiliates of our Sponsor are the investment managers. We do not have an employment agreement~~ with, ora ~~key-man insurance~~written oncharter ~~the~~addressing ~~life of, any of our directors or officers. The unexpected loss of~~ the ~~services~~committee’s ofpurpose ~~one~~and orresponsibilities; ~~more of our directors or officers could have a detrimental effect on us.~~and

~~Our~~● ~~ability~~we tohave ~~successfully~~independent ~~effect~~director ~~our initial~~oversight ~~Business Combination and to be successful thereafter will be dependent upon the efforts~~ of our ~~key~~director ~~personnel, some of whom may join us following our initial Business Combination~~nominations. ~~The loss of our or a target’s key personnel could negatively impact the operations and profitability of our post-combination business.~~

~~Our~~We ~~ability~~do tonot ~~successfully~~intend ~~effect~~to ~~our~~utilize ~~initial~~these ~~Business~~exemptions ~~Combination is~~and ~~dependent~~intend ~~upon~~to comply with the ~~efforts~~corporate ofgovernance ~~our~~requirements ~~key personnel. The role~~ of ~~our~~Nasdaq, ~~key~~subject ~~personnel~~to applicable phase-in ~~the~~rules. ~~target business~~However, ~~however,~~if ~~cannot~~we ~~presently~~determine ~~be ascertained.~~in ~~Although some of our key personnel may remain with~~ the ~~target~~future ~~business~~to ~~in senior management or advisory positions following~~utilize ~~our initial Business Combination, it is likely that~~ some or all of ~~the~~these ~~management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial Business Combination~~exemptions, ~~we cannot assure~~ you ~~that~~will ~~our~~not ~~assessment of~~have ~~these~~the ~~individuals~~same ~~will~~protections ~~prove~~afforded to bestockholders ~~correct. These individuals may be unfamiliar with the requirements~~ of ~~operating~~companies athat ~~company~~are ~~regulated by~~subject ~~the SEC, which could cause us~~ to ~~have~~all of toNasdaq’s ~~expend~~corporate ~~time~~governance ~~and resources helping them become familiar with such~~ requirements.

In addition, the directors and officers of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.33

~~Our~~The ~~key~~value ~~personnel~~of ~~may~~the ~~negotiate~~Founder ~~employment or~~Shares ~~consulting~~following ~~agreements~~completion ~~with~~of aour ~~target business in connection with a particular~~ initial Business Combination. ~~These~~is ~~agreements~~likely ~~may provide for them~~ to ~~receive~~be ~~compensation~~substantially ~~following~~higher ~~our~~than ~~initial~~the ~~Business~~nominal ~~Combination~~price ~~and~~paid asfor ~~a result~~them, ~~may~~even ~~cause~~if ~~them~~the totrading ~~have~~price ~~conflicts~~ of ~~interest~~our ordinary inshares ~~determining~~at ~~whether~~such atime ~~particular~~is ~~Business~~substantially ~~Combination~~less isthan ~~the~~$10.00 ~~most~~per ~~advantageous~~share.

Our ~~key~~initial ~~personnel~~stockholders ~~may~~have beinvested ~~able~~in tous ~~remain~~an ~~with~~aggregate ~~the~~of ~~Company after the~~$7,025,000, ~~completion~~comprised of ~~our~~the ~~initial~~$25,000 ~~Business~~purchase ~~Combination~~price ~~only~~for ifthe ~~they~~Founder ~~are~~Shares ~~able~~and tothe ~~negotiate~~$7,000,000 ~~employment~~purchase orprice ~~consulting~~for ~~agreements in connection with~~ the ~~Business~~Private ~~Combination~~Placement Warrants. ~~Such~~Assuming a ~~negotiations~~trading ~~would~~price ~~take~~of ~~place~~$10.00 ~~simultaneously~~per ~~with~~share ~~the~~upon ~~negotiation~~consummation of ~~the~~our initial Business Combination, ~~and~~the ~~could provide~~6,250,000 ~~for~~Founder ~~such~~Shares ~~individuals~~would tohave ~~receive~~an aggregate ~~compensation~~implied invalue ~~the form~~ of ~~cash~~$62,500,000. ~~payments~~Even ~~and/or~~if ~~our~~the ~~securities~~trading ~~for~~price ~~services~~of ~~they~~our ~~would~~ordinary ~~render to~~shares uswere ~~after~~as ~~the~~low ~~completion~~as ~~of the Business Combination~~$1.13 ~~The~~per ~~personal~~share, and ~~financial~~the ~~interests of such individuals may influence their motivation~~Private inPlacement ~~identifying~~Warrants ~~and~~were ~~selecting a target business. However~~worthless, ~~we believe~~ the ~~ability~~value of ~~such~~the ~~individuals~~Founder toShares ~~remain~~would ~~with~~be usequal ~~after~~to the ~~completion of~~Sponsor’s ~~our~~ initial ~~Business~~investment ~~Combination~~in ~~will~~us. ~~not~~As a beresult, ~~the~~our ~~determining~~Sponsor ~~factor~~is inlikely ~~our~~to ~~decision~~be asable to ~~whether~~make ora ~~not~~substantial weprofit ~~will~~on ~~proceed~~its ~~with~~investment ~~any~~in ~~potential Business~~us ~~Combination.~~at ~~There~~a istime nowhen ~~certainty,~~our ~~however,~~Public ~~that~~Shares ~~any~~have lost ofsignificant ~~our~~value ~~key~~and ~~personnel~~our ~~will~~warrants ~~remain~~are ~~with~~worthless. usAccordingly, ~~after~~our ~~the~~management ~~completion~~team, some of ~~our~~whom ~~initial Business~~own ~~Combination.~~interests Wein ~~cannot~~our ~~assure~~Sponsor, ~~you~~may be ~~that~~more ~~any~~willing ofto ~~our~~pursue ~~key~~a ~~personnel~~business ~~will~~combination ~~remain~~with ina ~~senior~~riskier ~~management~~ or ~~advisory~~less-established ~~positions~~target ~~with~~business ~~us. The~~than ~~determination~~would asbe tothe ~~whether~~case ~~any~~if of our ~~key~~Sponsor had ~~personnel~~paid ~~will~~the ~~remain~~same ~~with~~per usshare ~~will~~price befor ~~made at~~ the ~~time~~Founder ofShares as our ~~initial~~Public ~~Business~~Stockholders ~~Combination~~paid for their Public Shares.

32General Risk Factors

~~Our~~We ~~officers~~have ~~and~~no ~~directors~~operating ~~will~~revenues, ~~allocate their~~and ~~time~~you tohave ~~other~~no ~~businesses~~basis ~~thereby~~on ~~causing conflicts of interest in their determination as~~ which to ~~how~~evaluate ~~much time to devote to~~ our ~~affairs. This conflict of interest could have a negative impact on our~~ ability to ~~complete~~achieve our ~~initial~~business ~~Business Combination~~objective.

~~Our~~Because ~~officers~~we ~~and~~lack ~~directors~~an ~~are~~operating ~~not required to~~history, ~~and~~you ~~will~~have ~~not,~~no ~~commit their~~basis ~~full~~upon ~~time to our affairs,~~ which ~~may result in a conflict of interest in allocating their time between our operations and our search~~ ~~for a Business Combination and their other businesses. We do not intend~~ to ~~have~~evaluate ~~any~~our ~~full-time employees~~ability ~~prior~~ to ~~the~~achieve ~~completion of~~ our ~~initial Business Combination. Each of our officers and our Chairman is engaged in other~~ business ~~endeavors~~objective ~~for which he may be entitled to substantial compensation or other economic benefit and our officers and our Chairman are not obligated to contribute any specific number~~ of ~~hours~~completing ~~per week to~~ our ~~affairs.~~initial ~~Our~~Business ~~independent~~Combination ~~directors~~with ~~may~~one ~~also serve as officers~~ or ~~board~~more ~~members~~target ~~for other entities~~businesses. ~~If our officers’~~ ~~and~~We 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~~be aunable ~~negative impact on our ability~~ to complete our initial Business Combination. ~~For a~~If ~~discussion~~we offail ~~our~~to ~~officers’~~complete ~~and~~our ~~directors’~~initial ~~other~~Business ~~business endeavors~~Combination, ~~please~~we ~~see~~will never ~~“Item~~generate ~~10.~~any ~~Directors,~~operating ~~Executive Officers and Corporate Governance~~revenues.”

~~Certain~~We ofare ~~our~~an ~~officers~~emerging ~~and~~growth ~~directors are~~company ~~now,~~ and ~~all~~a ofsmaller ~~them~~reporting ~~may~~company within inthe meaning of the ~~future~~Securities ~~become~~Act, ~~affiliated~~and ~~with~~if ~~entities~~we ~~engaged~~take inadvantage ~~business~~of ~~activities~~certain ~~similar~~exemptions tofrom ~~those~~disclosure ~~intended~~requirements available to emerging begrowth ~~conducted~~companies byor ussmaller ~~and,~~reporting ~~accordingly~~companies, ~~may~~this ~~have~~could ~~conflicts~~make ofour ~~interest~~securities inless ~~determining~~attractive to ~~which~~investors ~~entity~~and amay ~~particular~~make ~~business~~it ~~opportunity~~more ~~should~~difficult beto ~~presented~~compare our performance with other public companies.

~~Until~~We weare ~~consummate~~an ~~our~~“emerging ~~initial~~growth ~~Business~~company” ~~Combination~~within the meaning of the Securities Act, as modified by the JOBS Act, and we ~~intend~~may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required ~~engage~~to incomply with the ~~business~~auditor ofattestation ~~identifying~~requirements ~~and~~of ~~combining~~Section ~~with~~404 ~~one~~of orthe ~~more~~Sarbanes-Oxley ~~businesses.~~Act, ~~Our~~reduced ~~Sponsor~~disclosure ~~and~~obligations ~~Certain~~regarding executive ofcompensation in our ~~officers~~periodic reports and ~~directors are~~proxy ~~now~~statements, and ~~all~~exemptions from the requirements of ~~them~~holding ~~may~~a innonbinding ~~the~~advisory vote ~~future~~on ~~become,~~executive ~~affiliated~~compensation ~~with~~and ~~entities~~stockholder ~~that~~approval ~~are~~of ~~engaged~~any ingolden aparachute ~~similar~~payments ~~business~~not previously approved. ~~Our~~As ~~Sponsor~~a ~~and~~result, ~~officers~~our stockholders ~~and~~may ~~directors~~not ~~are~~have ~~also~~access ~~not~~to ~~prohibited~~certain ~~from~~information ~~sponsoring,~~they ~~investing~~may ordeem ~~otherwise~~important. ~~becoming~~We ~~involved~~could ~~with,~~be ~~any~~an ~~other~~emerging ~~blank~~growth ~~check~~company ~~companies~~for up to five years, although ~~including~~circumstances incould ~~connection~~cause ~~with~~us ~~their~~to ~~initial~~lose ~~Business~~that ~~Combinations~~status earlier, ~~prior~~including toif usthe ~~completing~~market value of our ~~initial~~common ~~Business~~stock ~~Combination,~~held ~~and~~by ~~any~~non-affiliates ~~such~~exceeds ~~involvement~~$700 ~~may~~million ~~result~~as inof ~~conflicts~~the end of ~~interests~~any assecond ~~described~~quarter ~~above.~~of ~~Moreover~~a ~~entities~~fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our ~~officers~~securities ~~and~~less ~~directors~~attractive ~~are~~because ~~affiliated~~we will rely on these ~~with~~exemptions. ~~may~~If ~~enter~~some ~~into~~investors ~~agreements~~find orour ~~other~~securities ~~arrangements~~less ~~with~~attractive ~~businesses~~as a result of our reliance on these exemptions, ~~which~~the ~~agreements~~trading orprices of ~~arrangements~~our securities may ~~limit~~be orlower ~~restrict~~than ~~our~~they ~~ability to~~otherwise ~~enter~~would ~~into~~be, there may be a ~~Business~~less ~~Combination~~active ~~with~~trading ~~such~~market ~~business~~for our securities and the trading prices of our securities may be more volatile.

~~Each of our officers and directors presently has~~Further, ~~and~~Section ~~any~~102(b)(1) of ~~them in~~ the ~~future~~JOBS ~~may~~Act ~~further~~exempts ~~have,~~emerging ~~additional,~~growth companies ~~fiduciary,~~from ~~contractual~~being orrequired ~~other~~to ~~interests,~~comply ~~obligations~~with ornew ~~duties to one~~ or ~~more~~revised ~~entities~~financial ~~pursuant to~~accounting ~~which~~standards ~~such~~until ~~officer~~private orcompanies ~~director~~(that is, orthose ~~will~~that have benot ~~required~~had ~~to present~~ a ~~Business~~Securities ~~Combination~~Act ~~opportunity~~registration tostatement ~~such~~declared ~~entities.~~effective ~~Our~~or ~~officers and~~do ~~directors~~not ~~also~~have ~~may~~a ~~become~~class ~~aware~~ of ~~business~~securities ~~opportunities~~registered ~~which~~under ~~may~~the beExchange Act) ~~appropriate~~are ~~for~~required ~~presentation~~ to uscomply ~~and~~with the ~~other~~new ~~entities to which they owe certain fiduciary~~ or ~~contractual~~revised ~~duties~~financial oraccounting ~~otherwise~~standards. ~~have~~The anJOBS ~~interest~~Act ~~in,~~provides ~~including~~that ~~Stratim~~a ~~Capital,~~company ~~LLC~~can ~~and~~elect ~~any other~~to ~~special~~opt ~~purpose~~out ~~acquisition~~of ~~company~~the inextended ~~which~~transition ~~they~~period ~~may~~and ~~become~~comply ~~involved~~ with. ~~Accordingly,~~the ~~they~~requirements ~~may~~that ~~have~~apply ~~conflicts~~to ofnon-emerging ~~interest~~growth incompanies ~~determining to~~but ~~which~~any ~~entity~~such aelection to ~~particular~~opt ~~business~~out ~~opportunity~~is ~~should be presented~~irrevocable. IfWe ~~any~~have ofelected ~~our~~not ~~officers~~to oropt ~~directors~~out ~~becomes aware~~ of asuch ~~Business Combination~~extended ~~opportunity~~transition ~~which~~period ~~is suitable for one or more entities to~~ which hemeans orthat ~~she~~when ~~has~~a ~~then-current fiduciary,~~standard ~~contractual~~is orissued ~~other interests, obligations,~~ or ~~duties,~~revised ~~he or she will honor these obligations~~ and ~~duties~~it tohas ~~present~~different ~~such~~application ~~Business~~dates ~~Combination~~for ~~opportunity to~~public ~~such~~or ~~entities~~private ~~first~~companies, ~~and~~we, ~~only~~as ~~present~~an itemerging togrowth uscompany, ifcan ~~such~~adopt ~~entities reject~~ the ~~opportunity and he~~ new or ~~she~~revised ~~determines~~standard toat ~~present~~ the ~~opportunity to~~time ~~us.~~private ~~These~~companies ~~conflicts~~adopt ~~may~~the ~~not~~new beor ~~resolved~~revised instandard. ~~our~~This ~~favor and a potential target business~~ may bemake ~~presented~~comparison ~~to another entity prior to its presentation to us. Our amended and restated certificate~~ of ~~incorporation provides that we renounce~~ our ~~interest~~financial ~~in any corporate opportunity~~statements ~~offered~~with toanother ~~any~~public ~~director~~company orwhich ~~officer unless such opportunity~~ is ~~expressly~~neither ~~offered~~an toemerging ~~such~~growth ~~person~~company ~~solely~~nor inan ~~his~~emerging orgrowth ~~her~~company ~~capacity~~which ashas aopted ~~director or~~out ~~officer~~ of ~~our~~using ~~Company~~the extended ~~and~~transition ~~such~~period ~~opportunity~~difficult isor ~~one~~impossible webecause ~~are~~of ~~legally~~the ~~and~~potential ~~contractually~~differences ~~permitted~~in toaccounting ~~undertake~~standards ~~and would otherwise be reasonable for us to pursue~~used.

For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item 10. Directors, Executive Officers and Corporate Governance — Conflicts of Interest” and “Item 13. Certain Relationships and Related Party Transactions — Support Services Agreement.”34

33Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that fiscal year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Our ~~officers,~~Amended ~~directors,~~and ~~security~~Restated ~~holders~~Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and ~~their~~exclusive ~~respective~~forum ~~affiliates~~for ~~may~~certain ~~have~~types ~~competitive~~of ~~pecuniary~~actions ~~interests~~and proceedings that ~~conflict~~may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with our Company or our ~~interests~~Company’s directors, officers or other employees.

WeOur ~~have~~Amended ~~not~~and ~~adopted~~Restated aCertificate ~~policy~~of Incorporation provides that, unless ~~expressly~~we ~~prohibits~~consent ~~our~~in ~~directors~~writing to the selection of an alternative forum, ~~officers~~ the Court of Chancery of the State of Delaware shall, ~~security~~to ~~holders~~the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or ~~their~~proceeding ~~respective~~brought ~~affiliates~~on ~~from~~behalf ~~having~~of our Company, (2) action asserting a ~~direct~~claim of breach of a fiduciary duty owed by any director, officer, employee or ~~indirect~~agent ~~pecuniary~~of our Company to our Company or ~~financial~~our ~~interest~~stockholders, inor any ~~investment~~claim for aiding and abetting any such alleged breach, (3) action asserting a claim against our Company or any director or officer of our Company arising pursuant to beany ~~acquired~~provision of the DGCL or ~~disposed~~our Amended and Restated Certificate of byIncorporation or our bylaws, or (4) action asserting a claim against us or inany director or officer of our Company governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any ~~transaction~~claim (a) as to which wethe ~~are~~Court aof Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (c) for which the Court of Chancery and the U.S. federal district court for the District of Delaware does not have ansubject ~~interest~~matter jurisdiction, as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums. InNotwithstanding ~~fact~~the foregoing, our Amended and Restated Certificate of Incorporation provides that the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Additionally, unless we ~~may~~consent ~~enter~~in ~~into~~writing ato ~~Business~~the selection of an alternative ~~Combination~~forum, ~~with~~the federal courts shall be the exclusive forum for the resolution of any complaint asserting a ~~target~~cause ~~business~~of ~~that~~action isarising ~~affiliated~~under ~~with~~the Securities ~~our~~Act ~~Sponsor,~~against us or any of our directors, officers, other employees or ~~officers~~agents. ~~Nor~~Section do22 weof the Securities Act, however, created concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulation thereunder. Accordingly, there is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such exclusive forum provisions are facially valid, a ~~policy~~stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that ~~expressly~~such provisions ~~prohibits~~will be enforced by a court in those other jurisdictions. Any person or entity purchasing or otherwise acquiring any ~~such~~interest ~~persons~~in ~~from~~our ~~engaging~~securities shall ~~for~~be ~~their~~deemed ~~own~~to ~~account~~have notice of and to have consented to the forum provisions in ~~business~~our ~~activities~~Amended and Restated Certificate of Incorporation, however, we note that investors cannot waive compliance with the ~~types~~federal ~~conducted~~securities bylaws usand the rules and regulations thereunder. ~~Accordingly,~~Although we ~~such~~believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to ~~persons~~which orit ~~entities~~applies, the provision may ~~have~~limit our stockholders’ ability to obtain a ~~conflict~~favorable ~~between~~judicial ~~their~~forum ~~interests~~for disputes with us and may ~~ours~~have the effect of discouraging lawsuits against our directors and officers.

In particular, affiliates of our Sponsor have invested in a diverse set of industries. As a result, there may be substantial overlap between companies that would be a suitable Business Combination for us and companies that would make an attractive target for such other affiliates.35

InIf ~~addition,~~any ~~our~~action ~~officers~~the orsubject ~~directors~~matter ~~may~~of bewhich ~~investors,~~is orwithin ~~have~~the ~~other direct~~scope orthe ~~indirect~~forum provisions ~~interests,~~is filed in a ~~business~~court ~~with~~other ~~which~~than wea ~~may~~court ~~enter~~located ~~into~~within the State of Delaware (a ~~Business~~“foreign ~~Combination~~action”) ~~agreement~~in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and~~/or~~ federal courts located within the State of Delaware in ~~certain~~connection ~~funds~~with orany ~~other~~action brought in any such court to enforce the forum provisions (an “enforcement ~~persons~~action”), ~~that~~and ~~may~~(y) ~~purchase~~having ~~shares~~service of ~~our~~process ~~Class~~made Aupon ~~common~~such ~~stock~~stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

~~Our~~This ~~Sponsor,~~choice-of-forum ~~officers,~~provision ~~directors~~may ~~and~~make ~~any~~it ofmore ~~their~~costly ~~respective~~for ~~affiliates~~a stockholder to bring a claim, and it may ~~sponsor~~also limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our Company or ~~form~~our directors, officers or other employees, inwhich ~~the~~may ~~case~~discourage ofsuch ~~individuals~~lawsuits. Alternatively, ~~serve~~if as a ~~director~~court were orto ~~officer~~find this provision of, ~~other~~our ~~blank~~Amended ~~check~~and ~~companies~~Restated ~~similar~~Certificate toof ~~ours~~Incorporation ~~during~~inapplicable or unenforceable with respect to one or more of the ~~period~~specified intypes ~~which~~of actions or proceedings, we ~~are~~may ~~seeking~~incur anadditional ~~initial~~costs ~~Business~~associated ~~Combination.~~with ~~Any~~resolving such ~~companies~~matters ~~may~~in ~~present~~other jurisdictions, ~~additional~~which ~~conflicts~~could materially and adversely affect our business, financial condition and results of ~~interest~~operations and result in a ~~pursuing~~diversion anof ~~acquisition~~the ~~target~~time and resources of our management and board of directors.

~~Past~~Our ~~performance~~warrants byare ~~any~~accounted ~~member~~for oras ~~members of~~liabilities ~~our management team~~ and ~~their~~the ~~respective~~changes in ~~affiliates~~value ~~may~~of ~~not~~our bewarrants ~~indicative~~could ofhave ~~future~~a ~~performance~~material ofeffect anon ~~investment~~our infinancial usresults.

~~Information regarding~~On ~~performance~~April by12, ~~or businesses associated with~~2021, ~~members~~the staff of ~~our~~the ~~management~~SEC ~~team~~issued ~~and~~a ~~their~~public ~~respective~~statement ~~affiliates, including Stratim~~regarding ~~Capital,~~the ~~LLC,~~accounting isand ~~presented~~reporting considerations for ~~informational~~warrants ~~purposes~~issued ~~only.~~by ~~Any~~special ~~past~~purpose ~~experience~~acquisition ~~and~~companies ~~performance,~~entitled ~~including~~“Staff ~~related to acquisitions, of~~Statement ~~members~~on ofAccounting ~~our management team~~ and ~~their~~Reporting ~~respective~~Considerations ~~affiliates,~~for ~~including~~Warrants ~~Stratim~~Issued ~~Capital,~~by ~~LLC,~~Special isPurpose ~~not~~Acquisition aCompanies ~~guarantee either:~~ (1‘SPACs’) ~~that~~” (the we“SEC ~~will~~Statement”). beSpecifically, ~~able~~the toSEC ~~successfully~~Statement ~~identify~~focused ~~and~~on ~~execute~~certain asettlement ~~transaction~~terms ~~with~~and aprovisions ~~suitable~~related ~~candidate~~to ~~for~~certain ~~our initial Business Combination; or~~tender ~~(2) success~~offers ~~with~~following ~~respect~~a ~~to any initial~~ Business Combination, wewhich ~~may~~terms ~~consummate.~~are ~~You~~similar ~~should~~to ~~not~~those ~~rely~~contained onin the ~~historical~~warrant ~~record~~agreement ofgoverning our ~~management~~ ~~team’s~~Warrants. orAs a ~~their~~result ~~affiliates’ performance, including that~~ of ~~Stratim~~the ~~Capital,~~SEC ~~LLC~~Statement, aswe ~~indicative~~reevaluated of the ~~future~~accounting ~~performance~~ treatment of anour ~~investment~~8,333,333 inpublic uswarrants orand ~~the~~4,666,667 ~~returns~~Private ~~we will~~Placement Warrants, orand ~~are~~determined ~~likely~~ to, ~~generate~~classify ~~going~~the ~~forward.~~Warrants Anas ~~investment~~derivative inliabilities usmeasured isat ~~not~~fair anvalue, ~~investment~~with changes in ~~Stratim Capital,~~fair ~~LLC~~value oreach ~~any~~period reported ofin ~~its funds~~earnings.

~~Members~~As ofa ~~our~~result, ~~management~~included ~~team~~on ~~and~~our ~~board~~balance sheet as of ~~directors~~December ~~have~~31, ~~significant~~2022 ~~experience~~are asderivative ~~founders,~~liabilities ~~board~~related ~~members~~to embedded features contained within our warrants. Accounting Standards Codification 815, ~~officers~~“Derivatives and Hedging,” ~~executives~~provides orfor ~~employees~~the remeasurement of ~~other~~the ~~companies.~~fair ~~Certain~~value of ~~those~~such ~~persons~~derivatives ~~have~~at ~~been,~~each ~~may~~balance besheet date, with a resulting non-cash gain or ~~may~~loss ~~become,~~related ~~involved~~to the change in ~~litigation,~~the ~~investigations~~fair orvalue ~~other~~being ~~proceedings,~~recognized ~~including~~in ~~related~~earnings toin ~~those~~the ~~companies~~statement orof ~~otherwise~~operations. ~~This~~As ~~may~~a result ~~have~~of anthe ~~adverse~~recurring ~~effect~~fair value measurement, our consolidated financial statements and results of operations may fluctuate quarterly, based on usfactors, which ~~may~~are ~~impede~~outside of our ~~ability~~control. Due to ~~consummate~~the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an ~~initial~~adverse ~~Business~~effect ~~Combination~~on the market price of our securities.

During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, may be or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise.36

~~Any~~We ~~litigation,~~previously ~~investigations~~identified ora ~~other~~material ~~proceedings~~weakness ~~may~~in ~~divert~~our ~~the~~internal ~~attention~~control ~~and~~over ~~resources~~financial ofreporting. ~~our~~If ~~management~~we ~~team~~are unable to develop and ~~board~~maintain an effective system of ~~directors~~internal ~~away~~control ~~from~~over ~~identifying~~financial ~~and~~reporting, we ~~selecting~~may anot ~~target~~be ~~business~~able orto ~~businesses for~~accurately report our ~~initial~~financial ~~Business~~results ~~Combination~~in ~~and~~a timely manner, which may ~~negatively~~adversely affect ~~our~~investor ~~reputation,~~confidence ~~which~~in ~~may~~us and ~~impede~~materially ~~our~~and ~~ability~~adversely toaffect ~~complete~~our anbusiness ~~initial~~and ~~Business Combination~~operating results.

34We have previously identified a material weakness in our internal control over financial reporting related to the accounting for complex financial instruments and corporate governance as described herein. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

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

~~You~~We ~~will~~may ~~not~~face ~~have~~litigation ~~any~~and ~~rights~~other orrisks ~~interests in~~as ~~funds~~a ~~from~~result of the ~~Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced~~material toweakness ~~sell~~in ~~your~~our ~~Public~~internal ~~Shares~~control orover ~~warrants,~~financial ~~potentially at a loss~~reporting.

~~Our~~As ~~Public~~a ~~Stockholders~~result ~~will~~of bethe ~~entitled~~previously todisclosed ~~receive~~material ~~funds~~weakness, ~~from the~~certain ~~Trust~~restatements ~~Account only upon the earliest to occur~~ of: ~~(1) the completion of~~ our ~~initial~~prior ~~Business Combination~~financials, and ~~then~~other ~~only~~matters inraised ~~connection with~~or ~~those~~that ~~shares~~may ofin ~~Class A~~the ~~common~~future ~~stock~~be ~~that~~raised ~~such~~by ~~stockholder~~the ~~properly elected to redeem~~SEC, ~~subject~~we toface ~~the~~potential ~~limitations~~for ~~described~~litigation ~~herein;~~or ~~(2) the~~other ~~redemption~~disputes ofwhich ~~any~~may ~~Public~~include, ~~Shares~~among ~~properly~~others, ~~submitted~~claims ininvoking ~~connection~~the ~~with~~federal ~~a stockholder vote to amend our amended~~ and ~~restated~~ ~~certificate~~state ofsecurities ~~incorporation~~laws, ~~(A) to~~contractual ~~modify~~claims ~~the substance~~ or ~~timing of our obligation to allow redemptions in connection~~other ~~with~~claims ~~our~~arising ~~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~~material ofweaknesses ~~the~~in ~~Initial~~our ~~Public~~internal ~~Offering~~control orover ~~(B) with~~financial ~~respect~~reporting ~~to any other provision relating to stockholders’ rights or pre-initial Business Combination activity;~~ and ~~(3)~~ the ~~redemption~~preparation of ~~all of~~ our ~~Public~~financial ~~Shares if we have not completed~~statements. ~~our~~As ~~initial~~of ~~Business Combination within 24 months from~~ the ~~closing~~date of ~~the~~this ~~Initial~~Annual ~~Public Offering~~Report, ~~subject to applicable law. In addition, if~~ we ~~are~~have ~~unable~~no toknowledge ~~complete an initial Business Combination within 24 months from the closing~~ of ~~the~~any ~~Initial~~such ~~Public~~litigation ~~Offering for~~or ~~any~~dispute. ~~reason~~However, ~~compliance with Delaware law may require that~~ we ~~submit~~can aprovide ~~plan~~no ofassurance ~~dissolution to our then-existing stockholders for~~that ~~approval~~such ~~prior~~litigation toor ~~the~~dispute ~~distribution~~will ofnot ~~the~~arise ~~proceeds held~~ in ~~our Trust Account. In that case, Public Stockholders may be forced to wait beyond 24 months from~~ the ~~closing of the Initial Public Offering before they receive funds from our Trust Account~~future. InAny nosuch ~~other~~litigation ~~circumstances will a Public Stockholder have any right~~ or ~~interest~~dispute, ofwhether ~~any~~successful ~~kind to~~ or ~~in the Trust Account. Holders of warrants will~~ not, could have ~~any~~a ~~right~~material toadverse ~~the~~effect ~~proceeds~~on ~~held~~our ~~in the Trust Account with respect to the warrants. Accordingly~~business, toresults ~~liquidate~~of ~~your~~operations ~~investment,~~and ~~you~~financial ~~may~~condition ~~be forced to sell your Public Shares~~ or ~~warrants,~~our ~~potentially~~ability atto complete a ~~loss~~Business Combination.

~~Nasdaq~~Our ~~may~~independent ~~delist~~registered ~~our~~public ~~securities from~~accounting ~~trading~~firm’s onreport ~~its~~contains ~~exchange,~~an ~~which~~explanatory ~~could~~paragraph ~~limit~~that ~~investors’~~expresses ~~ability~~substantial todoubt ~~make~~about ~~transactions in~~ our ~~securities~~ability ~~and~~to ~~subject~~continue usas toa ~~additional~~“going ~~trading restrictions~~concern.”

WeAs ~~cannot~~of ~~assure~~December ~~you~~31, ~~that~~2022, ~~our~~we ~~securities~~had ~~will~~approximately ~~continue~~$402,000 tocash bein ~~listed~~hand, onand ~~Nasdaq.~~negative Inworking ~~order~~capital toof ~~continue~~approximately ~~listing~~$49,503 ~~our~~(not ~~securities~~taking oninto ~~Nasdaq~~account ~~prior~~tax toobligations ~~our~~of ~~initial~~approximately ~~Business Combination~~$659,000 wethat ~~must~~may ~~maintain~~be ~~certain financial,~~paid ~~distribution~~using ~~and~~investment ~~stock~~income ~~price~~earned ~~levels.~~in InTrust ~~general~~Account). Further, we ~~must~~have ~~maintain~~incurred, aexpect ~~minimum~~to ~~amount~~continue to incur, significant costs in ~~stockholders~~pursuit of our acquisition plans. Management’s ~~equity~~plans ~~(generally~~to ~~$2,500,000)~~address this need are discussed under “Item 7. Management’s Discussion and aAnalysis ~~minimum~~of ~~number~~Financial ofCondition ~~holders~~and Results of ~~our~~Operations.” ~~securities~~Our ~~(generally~~plans ~~300~~to ~~round-lot holders).~~raise ~~Additionally,~~capital inand ~~connection~~to ~~with~~consummate our initial ~~Business~~ Business Combination, wemay ~~will~~not be ~~required~~successful. toThe ~~demonstrate~~deadline ~~compliance~~for ~~with~~us ~~the~~to ~~applicable~~complete ~~exchange’s~~our initial ~~listing~~Business ~~requirements~~Combination is September 16, 2023 (which ~~are~~was ~~more~~extended from ~~rigorous~~March ~~than~~16, ~~continued~~2023 ~~listing~~by ~~requirements~~vote of our stockholders). These factors, inamong ~~order~~others, raise substantial doubt about our ability to continue as a going concern for a period of time which is considered to ~~maintain~~be one year from the ~~listing~~issuance of ~~our~~these ~~securities~~financial statements. WeThe ~~cannot~~financial ~~assure~~statements ~~you~~contained elsewhere in this Annual Report do not include any adjustments that wemight ~~will~~result befrom ~~able~~our inability to ~~meet~~continue ~~those~~as a ~~initial~~going ~~listing~~concern. ~~requirements~~Management atplans ~~that~~to ~~time~~complete a business combination prior to the mandatory liquidation date.

If any of our securities are delisted from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:37

●A a1% ~~limited~~U.S. ~~availability~~federal ofexcise ~~market~~tax ~~quotations~~may ~~for~~be imposed on us in connection with our ~~securities;~~redemptions of our shares in connection with an initial Business Combination or other stockholder vote pursuant to which stockholders would have a right to submit their shares for redemption.

●Pursuant ~~reduced~~to ~~liquidity~~the Inflation Reduction Act of 2022 (the “IR Act”), commencing in 2023, a 1% U.S. federal excise tax is imposed on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation and not on its stockholders. The amount of the excise tax is equal to 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 value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the excise tax. In December 2022, the Treasury Department issued Notice 2023-2, indicating its intention to propose such regulations and issuing certain interim rules on which taxpayers may rely (the “Notice”). Under the interim rules, liquidating distributions made by publicly traded domestic corporations are exempt from the excise tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. Accordingly, redemptions of our public shares may subject us to the excise tax, unless one of the two exceptions above apply, including redemptions in connection with an initial Business Combination and any amendment to our Amended and Restated Certificate of Incorporation to extend the time to consummate an initial Business Combination, unless an exemption is available. Consequently, the value of your investment in our securities; may decrease as a result of the Excise Tax. In addition, the Excise Tax may make a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial Business Combination.

●The afailure ~~determination~~of ~~that~~any ~~our~~bank ~~Class~~in ~~A common stock is a “penny stock”~~ which ~~will~~we ~~require~~deposit ~~brokers trading in~~ our ~~Class~~funds Acould ~~common~~have an ~~stock~~adverse toeffect ~~adhere~~on ~~to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for~~ our ~~securities;~~financial condition.

●We acurrently ~~limited~~have ~~amount~~cash and cash equivalents deposited in financial institutions significantly in excess of ~~news~~federally insured levels, including the funds in our Trust Account, which are currently being held as cash items (which may be interest bearing to the extent permitted by Continental and ~~analyst~~the ~~coverage;~~applicable rules of the SEC). If any of the financial institutions in which we have deposited funds ultimately fails, we may lose our deposits over $250,000 at such financial institutions, and/or we may be required to move our accounts to another financial institution, which could cause operational difficulties, such as delays in making payments to our service providers, which could have an adverse effect on our business and financial condition.

●Item a1.B. ~~decreased~~Unresolved ~~ability~~Staff ~~to issue additional securities or obtain additional financing in the future~~Comments.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securitiesNone.” Our Units, Class A common stock and warrants currently qualify as covered securities under such statute. Although the states are pre-empted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities, which may negatively impact our ability to consummate our initial Business Combination.

35Item 2. Properties.

~~You~~We ~~will~~currently ~~not~~maintain beour ~~permitted~~executive tooffices ~~exercise~~at 100 West Liberty Street, ~~your~~Suite ~~warrants~~100, ~~unless~~Reno, weNevada ~~register~~89501, and ~~qualify~~our ~~the~~telephone ~~issuance~~number ofis (775) 318-3629. The cost for this space is included in the ~~underlying~~$10,000 ~~shares~~per ofmonth fee ~~Class~~that Awe ~~common~~will ~~stock~~pay orour ~~certain~~Sponsor ~~exemptions~~for ~~are~~office ~~available~~space, utilities, administrative and support services. We consider our current office space adequate for our current operations.

~~Pursuant~~Item to terms of the warrant agreement, we have agreed, as soon as practicable, but in no event later than 20 business days after the closing of our initial Business Combination, we will use our commercially reasonable efforts to file a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial Business Combination and to maintain the effectiveness of such registration statement and current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the issuance of the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. InLegal no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is availableProceedings. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of Units will have paid the full Unit purchase price solely for the shares of Class A common stock included in the Units. There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of Units. In such an instance, our Sponsor and its permitted transferees (which may include our directors and officers) would be able to exercise their warrants and sell the common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying common stock. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants.

36We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

WeItem ~~may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants~~4. AsMine aSafety result, the exercise price of your warrants could be increased, the warrants could be converted into cash or stock, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approvalDisclosures.

~~Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us~~None. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise of a warrant.

~~Because each Unit contains one-third of one redeemable warrant and only a whole warrant may be exercised, the Units may be worth less than units of other blank check companies.~~38

~~Each Unit contains one-third of one redeemable warrant. Pursuant~~Part ~~to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only whole warrants will trade~~II. This is different from other offerings similar to ours whose units include one share of Class A common stock and one whole warrant or a greater fraction of one whole warrant to purchase one whole share. We have established the components of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate for one-third of the number of shares compared to Units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive Business Combination partner for target businesses. Nevertheless, this Unit structure may cause our Units to be worth less than if they included one whole warrant or a greater fraction of one whole warrant to purchase one whole share.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if among other things, the last reported sale price of shares of Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants as described above could force you to: (1) ~~exercise~~ ~~your~~Market warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.Information

InOur ~~addition,~~Units webegan ~~may~~trading ~~redeem~~on ~~your~~The ~~warrants~~Nasdaq ~~after~~Stock ~~they~~Market ~~become~~LLC ~~exercisable~~(“Nasdaq”) ~~for~~on ~~$0.10~~March ~~per~~12, ~~warrant~~2021. ~~upon~~Each aUnit ~~minimum~~consists of ~~30 days’~~one ~~prior~~Class ~~written~~A ~~notice~~ordinary ofshare ~~redemption~~and ~~provided~~one-third ~~that~~of ~~holders~~one ~~will~~redeemable bewarrant ~~able~~ to ~~exercise their~~purchase ~~warrants~~one ~~prior~~Class toA ~~redemption~~ordinary share. ~~for~~On aApril ~~number~~30, of2021, ~~Class A~~we ~~common~~announced ~~stock~~that ~~determined~~holders ~~based~~of on the ~~redemption~~Units ~~date~~may ~~and~~elect ~~the~~to ~~fair~~separately ~~market value~~trade ofthe ~~our~~Shares of Class A common stock. ~~Any~~and redeemable ~~such~~warrants ~~redemption~~included ~~may~~in ~~have~~the ~~similar~~Units ~~consequences~~commencing toon aMay ~~cash~~3, ~~redemption described above~~2021. InAny ~~addition, such~~Units ~~redemption~~not ~~may~~separated ~~occur~~continue atto atrade ~~time~~on ~~when~~Nasdaq under the ~~warrants are~~ symbol “~~out-of-the-money,~~SCAQU”. inAny ~~which~~underlying ~~case~~Shares ~~you~~of ~~would~~Class ~~lose~~A ~~any~~common ~~potential~~stock ~~embedded value~~and ~~from~~redeemable awarrants ~~subsequent~~that ~~increase~~were inseparated ~~the~~trade ~~value~~on of the ~~Class A~~Nasdaq ~~common~~under the ~~stock~~symbols ~~had~~“SCAQ” ~~your~~and ~~warrants~~“SCAQW”, ~~remained outstanding~~respectively.

37(b) Holders

~~Our~~As ~~warrant agreement designates the courts~~ of ~~the~~March ~~State~~30, of2023, ~~New~~there ~~York~~was orapproximately ~~the~~one ~~United~~holder ~~States~~of record ~~District~~of ~~Court~~our ~~for~~Units, ~~the~~approximately ~~Southern~~one ~~District~~holder of ~~New~~record ~~York~~of asour ~~the~~separately ~~sole~~traded ~~and~~Class ~~exclusive~~A ~~forum for~~ordinary ~~certain~~share, ~~types of actions~~ and ~~proceedings~~approximately ~~that~~two ~~may be initiated by~~ holders of ~~our~~record ~~warrants, which could limit the ability~~ of ~~warrant holders to obtain a favorable judicial forum for disputes with~~ our ~~company~~redeemable warrants.

~~Our warrant agreement provides that, subject to applicable law,~~ (ic) ~~any~~ action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.Dividends

~~Notwithstanding~~We ~~the~~have ~~foregoing, these provisions of the warrant agreement do~~ not ~~apply~~paid ~~to suits brought to enforce~~ any ~~liability~~cash ordividends ~~duty~~on ~~created~~our byShares ~~the~~of ~~Exchange~~Class ~~Act~~A ~~or any other claim for which the federal district~~common ~~courts~~stock ofto ~~the~~date ~~United States of America are the sole~~ and ~~exclusive~~do ~~forum.~~not ~~Any~~intend ~~person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed~~ to ~~have~~pay ~~notice~~cash ofdividends ~~and~~prior to ~~have consented to~~ the ~~forum~~completion ~~provisions~~of in our ~~warrant~~initial ~~agreement~~Business Combination. IfThe ~~any action,~~payment ~~the subject matter~~ of ~~which~~cash dividends isin ~~within~~ the ~~scope~~future ofwill ~~the~~be ~~forum~~dependent ~~provisions~~upon ofour ~~the~~revenues ~~warrant~~and ~~agreement~~earnings, isif ~~filed~~any, incapital arequirements ~~court~~and ~~other~~general ~~than~~financial condition asubsequent ~~court~~to ofcompletion ~~the State~~ of ~~New~~our ~~York~~initial orBusiness ~~the~~Combination. ~~United~~The ~~States~~payment ~~District~~of ~~Court~~any ~~for~~cash ~~the~~dividends ~~Southern~~subsequent ~~District~~to ofour ~~New~~initial ~~York~~Business (aCombination will ~~“foreign~~be ~~action”) in~~within the ~~name~~discretion of ~~any~~our ~~holder~~board of ~~our~~directors ~~warrants,~~at such ~~holder~~time. ~~shall~~In beaddition, ~~deemed~~our toboard ~~have~~of ~~consented~~directors ~~to:~~is ~~(x)~~not ~~the~~currently ~~personal~~contemplating and ~~jurisdiction~~does ofnot ~~the~~anticipate ~~state and~~declaring ~~federal~~any ~~courts~~share ~~located~~dividends in the ~~State~~foreseeable offuture. ~~New~~Further, ~~York~~if inwe ~~connection~~incur ~~with~~ any ~~action~~indebtedness ~~brought~~ in ~~any~~connection ~~such court to enforce the forum provisions~~with ~~(an~~our ~~“enforcement~~initial ~~action”)~~Business Combination, ~~and~~our ~~(y)~~ability ~~having~~to ~~service~~declare ofdividends ~~process~~may ~~made~~be ~~upon~~limited ~~such warrant holder in any such enforcement action~~ by ~~service~~restrictive ~~upon~~covenants ~~such~~we ~~warrant~~may ~~holder’s~~agree ~~counsel~~to in ~~the foreign action as agent for such warrant holder~~connection therewith.

~~This~~(d) ~~choice-of-forum provision~~Securities ~~may limit a warrant holder’s~~Authorized ~~ability to bring a claim in a judicial forum that it finds favorable~~ for ~~disputes~~Issuance ~~with~~Under ~~our~~Equity ~~company,~~Compensation which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and may result in a diversion of the time and resources of our management and board of directors.Plans

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

~~Our~~(e) ~~amended~~Performance 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 our board of directors to designate the terms of and issue new series of preferred shares, and the fact that prior to the completion of our initial Business Combination only holders of our shares of Class B common stock, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.Graph

WeThe ~~are~~performance ~~also~~graph ~~subject~~has tobeen ~~anti-takeover provisions~~omitted ~~under~~as ~~Delaware law,~~permitted ~~which~~under ~~could~~rules ~~delay or prevent a change of control. Together these provisions may make more difficult the removal of management and~~applicable ~~may~~to ~~discourage~~smaller ~~transactions~~reporting ~~that otherwise could involve payment of a premium over prevailing market prices for our securities~~companies.

~~Since~~(f) ~~only~~Recent ~~holders~~Sales of ~~our Founder Shares~~Unregistered ~~and~~Securities; ~~alignment~~Use ~~shares will have the right to appoint directors prior to our initial Business Combination, Nasdaq may consider us to be a “controlled company” within the meaning~~ of ~~Nasdaq’s~~Proceeds ~~rules and, as a result, we may qualify for exemptions~~ from ~~certain corporate~~Registered ~~governance requirements that would otherwise provide protection to shareholders of other companies.~~Offerings

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

●On weAugust ~~have~~14, a2020, ~~board~~the ~~that~~initial ~~includes~~stockholders apurchased ~~majority~~7,187,500 shares of Class B common stock (the “~~independent~~Founder ~~directors,~~Shares”) for an aggregate consideration of $25,000. The Founder Shares included an aggregate of up to 937,500 shares of Class B common stock subject to forfeiture by the initial stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the initial stockholders would own, on an as-converted ~~defined~~basis, ~~under~~20% ~~Nasdaq~~of ~~rules;~~the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders did not purchase any Public Shares in the Initial Public Offering). The underwriters’ elected not to exercise their remaining over-allotment and, accordingly, 937,500 Founder Shares were forfeited resulting in 6,250,000 Founder Shares issued and outstanding as of December 31, 2022.

●Simultaneously wewith ~~have~~the aclosing ~~compensation~~of ~~committee~~the ofInitial ~~our~~Public ~~board~~Offering, ~~that~~our Sponsor ispurchased ~~comprised~~an ~~entirely~~aggregate of ~~independent~~4,666,667 ~~directors~~Private ~~with~~Placement Warrants at a ~~written~~price ~~charter~~of ~~addressing~~$1.50 ~~the~~per ~~committee’s~~Private ~~purpose~~Placement ~~and~~Warrant, ~~responsibilities;~~for ~~and~~an aggregate purchase price of $7,000,000.

~~● we have independent director oversight of our director nominations.~~39

WeThis doissuance ~~not~~was ~~intend~~made pursuant to ~~utilize~~the ~~these~~exemption ~~exemptions~~from ~~and intend to comply with~~registration ~~the~~contained ~~corporate~~in ~~governance~~Section ~~requirements~~4(a)(2) of ~~Nasdaq,~~the ~~subject~~Securities ~~to applicable phase-in rules~~Act. ~~However,~~No ifunderwriting wediscounts ~~determine in the future to utilize some~~ or ~~all~~commissions ofwere ~~these~~paid ~~exemptions,~~with ~~you~~respect ~~will not have the same protections afforded~~ to ~~shareholders~~such ~~of companies that are subject to all of Nasdaq’s corporate governance requirements~~sales.

38As previously disclosed, on February 17, 2023, we entered into a Convertible Promissory Note (the “Sponsor Loan”) with our Sponsor. Pursuant to the Sponsor Loan, the Sponsor has agreed that it will contribute to the Company as a loan (each loan being referred to herein as a “Contribution”) the lesser of (A) $0.04 for each share of Class A common stock of the Company that was not redeemed in connection with the stockholder vote to approve certain amendments to the Company’s certificate of incorporation at the special meeting of stockholders held on March 10, 2023, and (B) $300,000.00, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the special meeting held in connection with the stockholder vote to approve the Company’s initial Business Combination and (ii) September 16, 2023, or such earlier date as determined by the Board of Directors of the Company (the “Extended Date”). Up to $1.5 million of the loans may be settled in whole warrants to purchase shares of Class A common stock at a conversion price equal to $1.50 per warrant. The Contribution(s) will not bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial business combination and the consummation of the Company’s initial business combination. The Company’s board of directors will have the sole discretion whether to continue extending for up to six months, and if the Company’s board of directors determines not to continue extending for additional months, the Sponsor’s obligation to make additional Contributions will terminate. If this occurs, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the procedures set forth in the Company’s certificate of incorporation. Monthly deposits into the Company’s trust account are based on the number of public shares still outstanding following the amendments to the Company’s certificate of incorporation. The maturity date of the Sponsor Loan may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Sponsor Loan may be prepaid at any time by the Company, at its election and without penalty, provided, however, that the Sponsor shall have a right to first convert such principal balance as described in Section 6 of the Sponsor Loan upon notice of such prepayment. The warrants that may be issued pursuant to the Sponsor Loan will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. Each warrant will entitle the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants shall be identical to the warrants issued to the Sponsor pursuant to the Warrant Purchase Agreement, dated as of March 11, 2021, by and between the Company and the Sponsor, in connection with the Company’s initial public offering that was consummated on March 16, 2021. Such warrants are exercisable on the later of (i) 30 days after the completion of the Company’s initial Business Combination and (ii) 12 months from the closing of the Company’s initial public offering, subject to certain conditions and exceptions. Such warrants are identical to the warrants included in the units sold in the Company’s initial public offering, except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company, subject to certain exceptions; (2) they (including the Class A common stock issuable upon exercise of such warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A common stock issuable upon exercise of such warrants) are entitled to registration rights. Such warrants expire at 5:00 p.m., New York City time, five years after the completion of the Company’s initial Business Combination, or earlier upon redemption or liquidation.

~~The~~Membership ~~value~~Interests ofPurchase the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.Agreement

~~Our~~On ~~Initial~~March ~~Shareholders~~21, ~~have~~2023, ~~invested~~the inCompany usentered aninto ~~aggregate~~the ofPurchase $7Agreement. Immediately prior to the Closing,~~025~~ Force will effectuate the Recapitalization,~~000~~ pursuant to which, ~~comprised~~ ofamong ~~the~~other ~~$25~~things,~~000~~ ~~purchase~~all ~~price~~outstanding ~~for~~membership interests of Force will be converted or exchanged into Common Units. Immediately prior to the ~~Founder~~Closing: ~~Shares~~(i) ~~and~~Force will adopt the $7A&R LLC Agreement to,~~000~~ among other things,~~000~~ ~~purchase~~(a) ~~price~~permit ~~for~~the issuance and ownership of the ~~Private~~post-Recapitalization ~~Placement~~equity ~~Warrants.~~of ~~Assuming~~Force as contemplated by the Purchase aAgreement ~~trading~~and ~~price~~(b) to admit the Company as the sole managing member of ~~$10.00~~Force; ~~per~~and ~~share~~(ii) ~~upon~~the ~~consummation~~Company will file with the Secretary of State ~~our~~of ~~initial~~Delaware ~~Business~~the ~~Combination~~A&R Charter to, among other things, approve the 6issuance of shares of Company Class C Common Stock,~~250~~ which will,~~000~~ among ~~Founder~~other ~~Shares~~matters, ~~would~~carry ~~have~~such annon-economic and voting rights as set forth in the A&R Charter. Pursuant to the Purchase Agreement, ~~aggregate~~the ~~implied~~Company ~~value~~will purchase an aggregate of up to 12,000,000 Common Units from Force Members for $62120,~~500~~000,000. ~~Even~~prior ifto any Net Working Capital Adjustment (as defined in the ~~trading~~Purchase ~~price~~Agreement) and the Force Members will retain at least 50% of ~~our~~the ~~ordinary~~total ~~shares~~Common ~~were~~Units asissued ~~low~~and outstanding asimmediately $1after the Recapitalization.13 ~~per~~Pursuant ~~share,~~to ~~and~~the Purchase Agreement, the ~~Private~~Company will subscribe for a number of Common ~~Placement~~Units ~~Warrants~~equal ~~were~~to ~~worthless~~the total shares of Class B Common Stock of the Company issued and outstanding immediately prior to the Transaction, in exchange for the ~~value~~number of ~~the~~shares ~~Founder~~of ~~Shares~~Company ~~would~~Class beC Common Stock equal to the ~~Sponsor’s~~number ~~initial~~of ~~investment~~Retained inUnits, ~~us.~~which Aswill be subsequently distributed ato ~~result~~Force Members. Following the Closing, ~~our~~the ~~Sponsor~~Force isMembers ~~likely~~may cause the Company to redeem their Common Units, which redemption may be effected ~~able~~as toan ~~make~~exchange aof ~~substantial~~Common ~~profit~~Units for shares of Class A Common Stock of the Company on ~~its~~a ~~investment~~one-for-one basis (subject to adjustment in uscertain atcases), aaccompanied ~~time~~by ~~when~~the ~~our~~corresponding ~~Public~~cancellation ~~Shares~~of ~~have lost~~shares ~~significant~~of ~~value~~Company ~~and~~Class ~~our~~C ~~warrants~~Common ~~are~~Stock ~~worthless~~held by such Members. ~~Accordingly~~Following the Closing, ~~our~~and ~~management~~as ~~team~~additional consideration for the Transaction, ~~some~~within five (5) business days after the determination of ~~whom~~the ~~own~~2023 ~~interests~~EBITDA (as defined in ~~our~~the ~~Sponsor~~Purchase Agreement), ~~may~~ Force and the Company (as applicable) shall issue or cause to be ~~more~~issued ~~willing~~to each Force Member the following number of Common Units and shares of Company Class C Common Stock (subject to ~~pursue~~further adjustment), if the 2023 EBITDA is greater than $60,000,000, a ~~business~~one-time ~~combination~~issuance ~~with~~of 200,000 units and shares, as applicable, of Earnout Equity, for each $1,000,000 of EBITDA (rounded down to the nearest $1,000,000) in excess of the Minimum EBITDA Target, up to a ~~riskier~~maximum orof ~~less-established~~3,000,000 ~~target~~units ~~business~~and ~~than~~shares, ~~would~~as applicable, of Earnout Equity. Notwithstanding the foregoing, the Company shall be permitted to satisfy its obligation to deliver Earnout Equity pursuant to the ~~case~~Minimum EBITDA Target by: (i) delivering $12.50 cash per unit and share, as applicable, of Earnout Equity within thirty (30) calendar days of determination of the 2023 EBITDA or (ii) if ~~our~~the ~~Sponsor~~volume weighted average closing sale price of the Company Class A Common Stock ~~had~~for ~~paid~~the five (5) trading days following public announcement of the ~~same~~2023 EBITDA exceeds $14.00 per share, ~~price~~by ~~for~~delivering the ~~Founder~~number ~~Shares~~of shares of Company Class A Common Stock equal to (x) the aggregate number of units and shares, as ~~our~~applicable, ~~Public~~of ~~Shareholders~~Earnout ~~paid~~Equity ~~for~~multiplied ~~their~~by $12.50, ~~Public~~divided ~~Shares~~by (y) the Company Trading Price, subject to the adjustment provided in the Purchase Agreement.

~~General~~The ~~Risk~~shares ~~Factors~~and units to be issued in connection with the Transaction will not be registered under the Securities Act of 1933, as amended. The Company is issuing the shares and units in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company is relying on this exemption from registration based in part on representations made by the parties to the Purchase Agreement.

~~We are a newly incorporated company with no operating history and no operating revenues, and you have no basis on which to evaluate our ability to achieve our business objective.~~40

WeUse ~~are a newly incorporated company with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective~~ of completing our initial Business Combination with one or more target businesses. We may be unable to complete our initial Business Combination. If we fail to complete our initial Business Combination, we will never generate any operating revenues.Proceeds

WeOn ~~are~~March an16, ~~emerging~~2021, ~~growth~~we ~~company~~consummated ~~and~~our Initial Public Offering of 25,000,000 aUnits ~~smaller~~at ~~reporting~~$10.00 ~~company~~per ~~within~~Unit, ~~the~~generating ~~meaning~~gross proceeds of ~~the~~$250,000,000. BofA Securities ~~Act,~~ and ifCowen weacted ~~take~~a ~~advantage~~joint ofbook-running ~~certain~~managers. ~~exemptions~~The securities ~~from~~sold ~~disclosure~~in ~~requirements available~~the toInitial ~~emerging~~Public ~~growth~~Offering ~~companies~~were orregistered ~~smaller~~under ~~reporting~~the ~~companies,~~Securities ~~this~~Act ~~could~~on ~~make~~a ~~our~~registration ~~securities~~statement ~~less~~on ~~attractive~~Form toS-1 ~~investors~~(No. ~~and~~333-253174). ~~may~~The ~~make~~SEC itdeclared ~~more~~the ~~difficult~~registration tostatements ~~compare~~effective ~~our~~on ~~performance~~March ~~with~~12, ~~other public companies~~2021.

WeSimultaneously are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the ~~auditor~~closing ~~attestation requirements~~ of ~~Section 404 of~~ the ~~Sarbanes-Oxley Act,~~Initial ~~reduced~~Public ~~disclosure obligations regarding executive compensation in our periodic reports and proxy statements~~Offering, ~~and exemptions from the requirements of holding a nonbinding~~our ~~advisory~~Sponsor ~~vote~~purchased onan ~~executive~~aggregate ~~compensation and stockholder approval~~ of ~~any golden parachute payments not previously approved. As a result~~4, ~~our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years~~666,667 ~~although~~Private ~~circumstances~~Placement ~~could~~Warrants ~~cause~~at usa toprice ~~lose that status earlier, including if the market value~~ of ~~our common stock held by non-affiliates exceeds~~ $~~700 million~~1.50 asper ofPrivate ~~the~~Placement ~~end of any second quarter of a fiscal year~~Warrant, infor ~~which case we would no longer be~~ an ~~emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive~~aggregate ~~because~~purchase weprice ~~will rely on these exemptions. If some investors find our securities less attractive as a result~~ of ~~our reliance on these exemptions~~$7, ~~the trading prices of our securities may be lower than they otherwise would be~~000, ~~there may be a less active trading market for our securities and the trading prices of our securities may be more volatile~~000.

~~Further,~~In ~~Section 102(b)(1)~~connection ofwith the ~~JOBS~~Initial ~~Act~~Public ~~exempts~~Offering, ~~emerging~~we ~~growth~~incurred ~~companies~~offering ~~from~~costs ~~being~~of ~~required~~approximately to$14,326,696 ~~comply~~(including ~~with~~deferred ~~new~~underwriting orcommissions ~~revised~~of ~~financial~~approximately ~~accounting~~$8,750,000). ~~standards~~Other incurred ~~until~~offering ~~private~~costs ~~companies~~consisted ~~(that~~principally ~~is,~~of ~~those~~preparation ~~that have~~fees ~~not~~related ~~had~~to athe ~~Securities~~Initial ~~Act~~Public ~~registration~~Offering. ~~statement~~After ~~declared~~deducting ~~effective~~the underwriting ordiscounts doand ~~not~~commissions ~~have~~(excluding athe ~~class~~deferred ofportion, ~~securities~~which ~~registered~~amount ~~under~~will ~~the~~be ~~Exchange~~payable upon consummation of the ~~Act)~~initial ~~are~~Business ~~required~~Combination, toif ~~comply~~consummated) ~~with~~and the ~~new~~Initial orPublic ~~revised~~Offering ~~financial~~expenses, ~~accounting~~$250,000,000 ~~standards.~~of ~~The~~the ~~JOBS~~net ~~Act~~proceeds ~~provides~~from ~~that~~our Initial aPublic ~~company~~Offering ~~can~~and ~~elect~~certain ~~to opt~~of ~~out~~the proceeds from the Private Placement of the ~~extended~~Private ~~transition~~Placement ~~period~~Warrants ~~and~~(or ~~comply~~$10.00 ~~with~~per Unit sold in the ~~requirements~~Initial ~~that~~Public ~~apply~~Offering) towas ~~non-emerging growth~~placed ~~companies~~in ~~but~~the ~~any~~Trust ~~such election~~Account. toOn ~~opt~~March ~~out~~10, is2023, ~~irrevocable.~~our Westockholders ~~have~~voted ~~elected~~to ~~not~~approve an amendment to ~~opt~~our ~~out~~certificate of ~~such~~incorporation ~~extended~~to ~~transition~~(i) ~~period~~extend ~~which~~the ~~means~~date ~~that~~by ~~when~~which awe ~~standard is~~must ~~issued~~complete oran ~~revised~~initial Business Combination and (ii) itremove ~~has~~the ~~different~~limitation ~~application~~that ~~dates~~we ~~for~~may not redeem public orshares ~~private~~to ~~companies,~~the ~~we,~~extent assuch anredemption ~~emerging~~results ~~growth~~in ~~company,~~us ~~can~~having ~~adopt~~net tangible ~~the~~assets ~~new~~of orless ~~revised~~than ~~standard~~$5,000,001. atIn ~~the~~connection ~~time~~therewith, ~~private~~stockholders ~~companies~~elected ~~adopt~~to ~~the~~redeem ~~new~~18,744,981 orshares ~~revised~~of ~~standard.~~Class ~~This~~A ~~may~~common ~~make~~stock, and ~~comparison~~approximately of$190,866,926 ~~our~~was ~~financial statements~~paid ~~with~~out ~~another~~of ~~public~~the ~~company~~Trust ~~which~~Account isin ~~neither~~connection antherewith. ~~emerging~~The ~~growth~~net ~~company~~proceeds ~~nor~~of anthe ~~emerging~~Initial ~~growth~~Public Offering ~~company~~and ~~which~~certain ~~has~~proceeds ~~opted~~from ~~out of~~the ~~using~~sale of the ~~extended~~Private ~~transition~~Placement ~~period~~Warrants ~~difficult~~are orheld ~~impossible~~in ~~because~~the ofTrust ~~the~~Account ~~potential~~and ~~differences~~invested as described elsewhere in ~~accounting~~this ~~standards~~Annual ~~used~~Report.

39There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering. For a description of the use of the proceeds generated from the Initial Public Offering, see “Item 1. Business.”

~~Additionally, we are a “smaller reporting company” as defined in~~ Item ~~10(f)(1)~~ ~~of Regulation S-K~~6. ~~Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements~~[Reserved]. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that fiscal year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

~~Our~~Item ~~amended~~7. ~~and~~Management’s ~~restated~~Discussion ~~certificate of~~and ~~incorporation~~Analysis ~~designates the Court~~ of ~~Chancery~~Financial ofCondition ~~the State of Delaware as the sole~~ and ~~exclusive~~Results ~~forum for certain types~~ of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with our Company or our Company’s directors, officers or other employeesOperations.

~~Our~~References ~~amended and restated certificate of incorporation provides that, unless we consent in writing~~ to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf of our “Company, ~~(2) action~~” ~~asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of~~ “our ~~Company to our Company or our stockholders~~,” ~~or any claim for aiding and abetting any such alleged breach, (3) action asserting a claim against our~~“us” ~~Company~~ or ~~any~~“we” ~~director~~refer ~~or officer of our Company arising pursuant~~ to ~~any~~Stratim ~~provision~~Cloud ofAcquisition ~~the~~Corp. ~~DGCL~~The orfollowing ~~our~~discussion ~~amended~~ and ~~restated~~analysis ~~certificate~~ of ~~incorporation~~the ~~or our bylaws, or (4) action asserting a claim against us or any director or officer of our~~ Company’s ~~governed~~financial bycondition the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and ~~the~~results ~~indispensable party does not consent to the personal jurisdiction~~ of ~~the~~operations ~~Court~~should ofbe ~~Chancery~~read ~~within ten days following such determination), (b) which is vested~~ in ~~the~~conjunction ~~exclusive~~with ~~jurisdiction~~our ofaudited afinancial ~~court~~statements ~~or forum other than the Court of Chancery, or (c) for which the Court of Chancery~~ and the ~~U.S.~~notes ~~federal~~related ~~district~~thereto ~~court for the District of Delaware does not have subject matter jurisdiction, as to~~ which ~~the Court of Chancery~~are ~~and~~included ~~the~~in ~~federal~~“Item ~~district court for the District of Delaware shall concurrently be the sole and exclusive forums~~8. ~~Notwithstanding~~Financial ~~the~~Statements ~~foregoing, our amended~~ and ~~restated~~Supplementary ~~certificate~~Data” of ~~incorporation~~this ~~provides~~Annual ~~that~~Report ~~the~~on ~~exclusive~~Form forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum10-K. ~~Section~~Certain ~~27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought~~information tocontained ~~enforce~~in ~~any duty or liability created by~~ the ~~Exchange~~discussion ~~Act or the rules~~ and ~~regulations~~analysis ~~thereunder.~~set ~~Additionally,~~forth ~~unless~~below weincludes ~~consent in~~forward-looking writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agentsstatements. ~~Section~~ 22Our ofactual ~~the~~results ~~Securities~~may ~~Act,~~differ ~~however, created concurrent jurisdiction for federal and state courts over all suits brought to enforce~~materially ~~any~~from ~~duty~~those oranticipated ~~liability~~in ~~created~~these byforward-looking ~~the~~statements ~~Securities Act or the rules and regulation thereunder. Accordingly, there is uncertainty~~ as ~~to whether~~ a ~~court~~result ~~would enforce such provisions, and the enforceability~~ of ~~similar~~many choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such exclusive forum provisions are facially validfactors, aincluding ~~stockholder may nevertheless seek to bring a claim in a venue other than~~ those ~~designated~~set inforth ~~the~~under ~~exclusive forum provisions,~~“Special ~~and~~Note ~~there~~Regarding ~~can~~Forward-Looking beStatements,” no“Item ~~assurance that such provisions will be enforced by a court in those other jurisdictions~~1A. ~~Any~~Risk ~~person~~Factors” ~~or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of~~ and toelsewhere ~~have consented to the forum provisions~~ in our amended and restated certificate of incorporation, however, we note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Although we believe this ~~provision~~Annual ~~benefits~~Report uson byForm providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us and may have the effect of discouraging lawsuits against our directors and officers10-K.

40Overview

IfWe ~~any~~are ~~action~~a ~~the~~blank ~~subject~~check ~~matter~~company offormed ~~which~~under ~~is within~~ the ~~scope~~laws ~~the~~of ~~forum provisions is filed in a court other than a court located within~~ the State of Delaware (aon ~~“foreign~~July ~~action”)~~29, in2020 for the ~~name~~purpose of ~~any~~ ~~stockholder,~~entering ~~such~~into ~~stockholder~~a ~~shall~~merger, becapital ~~deemed~~stock toexchange, ~~have~~asset ~~consented~~acquisition, ~~to:~~stock ~~(x) the~~purchase, ~~personal~~reorganization or ~~jurisdiction~~similar ofbusiness ~~the~~combination ~~state~~with ~~and~~one ~~federal~~or ~~courts located~~more ~~within~~businesses. ~~the~~We ~~State~~intend ofto ~~Delaware~~effectuate inour ~~connection~~Business ~~with~~Combination ~~any~~using ~~action~~cash ~~brought~~from inthe ~~any~~proceeds of ~~such court to enforce~~ the ~~forum~~Initial ~~provisions~~Public ~~(an~~Offering ~~“enforcement action”),~~ and ~~(y) having~~the ~~service~~sale of ~~process~~the ~~made~~Private ~~upon~~Placement ~~such~~Warrants, ~~stockholder~~our incapital ~~any~~stock, ~~such~~debt ~~enforcement~~or ~~action~~a bycombination ~~service~~of ~~upon~~cash, ~~such~~stock ~~stockholder’s~~and ~~counsel in the foreign action as agent for such stockholder~~debt.

~~This~~We ~~choice-of-forum provision~~expect ~~may make it more costly for a stockholder~~ to ~~bring~~continue ~~a claim, and it may also limit a stockholder’s ability~~ to ~~bring~~incur asignificant ~~claim~~costs in athe ~~judicial~~pursuit ~~forum that it finds favorable for~~of ~~disputes with~~ our ~~Company~~acquisition ~~or our directors, officers or other employees, which may discourage such lawsuits~~plans. ~~Alternatively,~~We ifcannot aassure ~~court were~~you tothat ~~find this provision of~~ our ~~amended~~plans ~~and restated certificate of incorporation inapplicable or unenforceable with respect~~ to ~~one or~~complete more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a ~~diversion~~ ofBusiness ~~the~~Combination ~~time~~will ~~and~~be ~~resources of our management and board of directors~~successful.

~~Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.~~41

OnRecent April 12, 2021, the staff of the SEC issued a public statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (’SPACs’)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement governing our Warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our 8,333,333 Public Warrants and 4,666,667 Private Placement Warrants, and determined to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.Developments

AsCharter a result, included on our condensed balance sheet as of December 31, 2021 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, “Derivatives and Hedging,” provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our consolidated financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.Amendment

WeOn ~~have~~March ~~identified~~10, 2023, we held a ~~material~~special ~~weakness~~meeting of stockholders (the “Special inMeeting”). ~~our~~At ~~internal~~the ~~control~~Special ~~over~~Meeting, ~~financial~~the ~~reporting.~~Company’s Ifstockholders wewere ~~are~~asked ~~unable~~to approve: (i) a proposal to ~~develop~~amend the Company’s Amended and ~~maintain~~Restated Certificate of Incorporation to extend the date by which the Company must complete an ~~effective~~initial ~~system~~Business ofCombination from ~~internal~~March ~~control~~16, ~~over~~2023, to September 16, 2023, or such earlier date as determined by the Board of Directors ~~financial~~of ~~reporting~~the Company (such date, wethe “Extended Date” and such proposal, the “Extension Proposal”) and (ii) a proposal to amend the Charter to eliminate the limitation that the Company may not beredeem ~~able~~public shares to ~~accurately~~the ~~report~~extent ~~our~~that ~~financial~~such ~~results~~redemption would result in athe ~~timely~~Company ~~manner,~~having ~~which~~net ~~may~~tangible ~~adversely~~assets ~~affect~~(as ~~investor~~determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less ~~confidence~~than $5,000,001 (the “Redemption Limitation”) in usorder ~~and~~to ~~materially~~allow ~~and~~the ~~adversely~~Company ~~affect~~to ~~our~~redeem ~~business~~public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal” and, ~~operating~~together ~~results~~with the Extension Proposal, the “Charter Amendment Proposals”).

WeAt ~~have~~the ~~identified~~Special aMeeting, ~~material~~the ~~weakness~~Company’s instockholders ~~our~~approved ~~internal control over~~the ~~financial~~Charter ~~reporting~~Amendment ~~related~~Proposals, toand the ~~accounting~~Charter ~~for~~amendment ~~complex~~became ~~financial~~effective ~~instruments~~on ~~and~~March ~~corporate governance as described herein. A material weakness is a deficiency~~10, ~~or a combination of deficiencies~~2023, inupon ~~internal~~the ~~control~~filing ~~over~~thereof ~~financial~~with ~~reporting~~the ~~such that there is a reasonable~~Secretary ~~possibility~~of ~~that~~State aof ~~material~~the ~~misstatement~~State of ~~our~~Delaware. ~~annual~~The orforegoing ~~interim~~description ~~financial~~is ~~statements~~qualified ~~will~~in ~~not~~its beentirety ~~prevented,~~by orreference ~~detected~~to ~~and~~the ~~corrected on~~Amended aand ~~timely~~Restated ~~basis.~~Certificate of AsIncorporation, a ~~result~~copy of ~~these~~which ~~material~~is ~~weaknesses,~~attached ~~our~~as ~~management~~Exhibit ~~has~~3.1 ~~concluded~~hereto ~~that our disclosure controls~~ and ~~procedures were~~is ~~not~~incorporated ~~effective~~by asreference ~~of December 31, 2021~~herein.

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

IfAs wepreviously ~~identify~~disclosed, ~~any~~on ~~new~~February ~~material~~14, ~~weaknesses~~2023, inwe ~~the~~entered ~~future,~~into ~~any~~a ~~such newly~~letter ~~identified~~of ~~material~~intent ~~weakness~~(the ~~could~~“Letter ~~limit~~of ~~our~~Intent”) ~~ability~~with toForce ~~prevent~~Pressure orControl, ~~detect~~LLC, a ~~misstatement~~Texas oflimited ~~our~~liability ~~accounts~~company orand ~~disclosures~~a ~~that~~provider ~~could~~of ~~result~~surface pressure control solutions in athe ~~material~~oilfield ~~misstatement~~services market (the “Target”) and each of ~~our~~the ~~annual~~individuals orlisted ~~interim~~on ~~financial~~the ~~statements.~~signature page Inof ~~such~~the ~~case~~Letter of Intent, pursuant to which we ~~may~~will acquire 100% of the outstanding equity interests of the Target (the “Transaction”). Consummation of this Transaction shall be ~~unable~~subject to ~~maintain~~the ~~compliance~~execution ~~with~~of ~~securities~~a mutually satisfactory definitive agreement by the Company and ~~law~~the ~~requirements~~Target. ~~regarding~~Pursuant ~~timely~~to ~~filing~~the Letter of ~~periodic~~Intent, ~~reports~~the parties have entered into a period of exclusivity in ~~addition~~order to ~~applicable~~negotiate ~~stock~~the ~~exchange~~Company’s acquisition ~~listing~~of ~~requirements~~the Target wherein, ~~investors~~among other things, the Company agreed not to solicit, negotiate, conduct or commit to conduct any ~~may~~Competing ~~lose~~Transaction ~~confidence~~(as defined in ~~our~~the ~~financial~~Letter ~~reporting~~of ~~and~~Intent). ~~our~~Completion ~~stock~~of ~~price~~the ~~may~~Transaction ~~decline~~is assubject to, among other matters, the completion of due diligence, the negotiation of a ~~result.~~definitive Weagreement ~~cannot~~providing ~~assure~~for ~~you~~the ~~that~~Transaction, satisfaction of the ~~measures~~conditions wenegotiated therein ~~have~~and ~~taken~~approval toof ~~date,~~the Transaction by our stockholders. There can be no assurance that a definitive agreement will be entered into or ~~any~~that the ~~measures~~proposed weTransaction ~~may~~will ~~take~~be inconsummated. In the ~~future~~event that we enter into a definitive agreement for an initial business combination, we will beissue ~~sufficient~~a topress ~~avoid~~release ~~potential~~and ~~future~~file ~~material~~a ~~weaknesses~~Current Report on Form 8-K with the SEC announcing the proposed Business Combination.

4142

WeConvertible ~~may~~Promissory ~~face litigation and other risks as a result of the material weakness in our internal control over financial reporting.~~Note

As apreviously ~~result~~disclosed, ofon ~~such~~February ~~material~~17, ~~weakness~~2023, ~~described~~we ~~herein,~~entered ~~certain~~the ~~restatements~~Sponsor ofLoan with our ~~prior~~Sponsor. ~~financials,~~Pursuant ~~and~~to ~~other~~the ~~matters~~Sponsor ~~raised~~Loan, orthe Sponsor has agreed that ~~may~~it inwill contribute to the ~~future~~Company beas ~~raised~~a byloan (each loan being referred to herein as a “Contribution”) the ~~SEC,~~lesser weof ~~face~~(A) ~~potential~~$0.04 for ~~litigation~~each orshare of Class A common stock of the Company ~~other~~that ~~disputes~~was ~~which~~not ~~may~~redeemed ~~include,~~in ~~among~~connection ~~others,~~with ~~claims~~the ~~invoking~~stockholder vote to approve certain amendments to the ~~federal~~Company’s ~~and~~certificate ~~state~~of ~~securities~~incorporation at ~~laws~~the special meeting of stockholders held on March 10, ~~contractual~~2023, ~~claims~~and (B) $300,000.00, for each month (or ~~other~~a ~~claims~~pro rata portion thereof if less ~~arising~~than ~~from~~a month) until the ~~material~~earlier ~~weaknesses~~of (i) the date of the special meeting held in ~~our~~connection ~~internal~~with ~~control~~the ~~over~~stockholder ~~financial~~vote ~~reporting~~to approve the Company’s initial Business Combination and (ii) the ~~preparation~~Extended Date. Up to $1.5 million of ~~our~~the ~~financial~~loans ~~statements~~may be settled in whole warrants to purchase shares of Class A common stock at a conversion price equal to $1.50 per warrant. The Contribution(s) will not bear any interest, and will Asbe repayable by the Company to the Sponsor upon the earlier of the date ofby ~~this~~which ~~Annual~~the ~~Report~~Company onmust ~~Form~~complete ~~10-K,~~an weinitial ~~have~~business nocombination and ~~knowledge~~the consummation of ~~any~~the ~~such~~Company’s ~~litigation~~initial orbusiness ~~dispute~~combination. ~~However~~The Company’s board of directors will have the sole discretion whether to continue extending for up to six months, weand ~~can~~if ~~provide~~the noCompany’s board of directors determines not to continue extending ~~assurance~~for ~~that~~additional ~~such~~months, ~~litigation~~the orSponsor’s ~~dispute~~obligation to make additional Contributions will ~~not~~terminate. ~~arise~~If this occurs, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the ~~future~~procedures set forth in the Company’s certificate of incorporation. Monthly deposits into the Company’s trust account are based on the number of public shares still outstanding following the amendments to the Company’s certificate of incorporation. The maturity date of the Sponsor Loan may be accelerated upon the occurrence of an Event of Default (as defined therein). Any ~~such~~outstanding ~~litigation~~principal orunder ~~dispute~~the Sponsor Loan may be prepaid at any time by the Company, ~~whether~~at ~~successful~~its orelection ~~not~~and without penalty, ~~could~~ provided, however, that the Sponsor shall have a ~~material~~right to ~~adverse~~first ~~effect~~convert onsuch ~~our~~principal ~~business,~~balance ~~results~~as ofdescribed ~~operations~~in ~~and~~Section ~~financial~~6 ~~condition~~of orthe ~~our~~Sponsor ~~ability~~Loan toupon ~~complete~~notice aof ~~Business~~such ~~Combination~~prepayment.

~~Item~~Membership ~~1.B. Unresolved~~Interests ~~Staff~~Purchase ~~Comments.~~Agreement

~~None~~On March 21, 2023, the Company entered into a membership interests purchase agreement (the “Purchase Agreement”), by and among the Company, Force Pressure Control, LLC, a Texas limited liability company (“Force”) and each of the individuals listed on the signature page of the Purchase Agreement (“Force Members”). The transactions contemplated by the Purchase Agreement are referred to herein as the “Transaction.” Following the time of the closing (the “Closing,” and the date on which the Closing occurs, the “Closing Date”) of the Transaction, the Company will change its name to “Force Pressure Control Corp.” Immediately prior to the Closing, Force will effectuate a recapitalization (the “Recapitalization”), pursuant to which, among other things, all outstanding membership interests of Force will be converted or exchanged into common units (“Common Units”). Immediately prior to the Closing: (i) Force will adopt a Second Amended and Restated LLC Agreement (the “A&R LLC Agreement”) to, among other things, (a) permit the issuance and ownership of the post-Recapitalization equity of Force as contemplated by the Purchase Agreement and (b) to admit the Company as the sole managing member of Force; and (ii) the Company will file with the Secretary of State of Delaware an amended and restated certificate of incorporation (the “A&R Charter”) to, among other things, approve the issuance of shares Class C Common Stock of the Company (“Company Class C Common Stock”), which will, among other matters, carry such non-economic and voting rights as set forth in the A&R Charter. Pursuant to the Purchase Agreement, the Company will purchase an aggregate of up to 12,000,000 Common Units from Force Members for $120,000,000 prior to any Net Working Capital Adjustment (as defined in the Purchase Agreement) and the Force Members will retain at least 50% of the total Common Units issued and outstanding immediately after the Recapitalization (the “Retained Units”). Pursuant to the Purchase Agreement, the Company will subscribe for a number of Common Units equal to the total shares of Class B Common Stock of the Company issued and outstanding immediately prior to the Transaction, in exchange for the number of shares of Company Class C Common Stock equal to the number of Retained Units, which will be subsequently distributed to Force Members. Following the Closing, the Force Members may cause the Company to redeem their Common Units, which redemption may be effected as an exchange of Common Units for shares of Class A Common Stock of the Company on a one-for-one basis (subject to adjustment in certain cases), accompanied by the corresponding cancellation of shares of Company Class C Common Stock held by such Members. Following the Closing, and as additional consideration for the Transaction, within five (5) business days after the determination of the 2023 EBITDA (as defined in the Purchase Agreement), Force and the Company (as applicable) shall issue or cause to be issued to each Force Member the following number of Common Units and shares of Company Class C Common Stock (subject to further adjustment) (the “Earnout Equity”), if the 2023 EBITDA is greater than $60,000,000 (the “Minimum EBITDA Target”), a one-time issuance of 200,000 units and shares, as applicable, of Earnout Equity, for each $1,000,000 of EBITDA (rounded down to the nearest $1,000,000) in excess of the Minimum EBITDA Target, up to a maximum of 3,000,000 units and shares, as applicable, of Earnout Equity. Notwithstanding the foregoing, the Company shall be permitted to satisfy its obligation to deliver Earnout Equity pursuant to the Minimum EBITDA Target by: (i) delivering $12.50 cash per unit and share, as applicable, of Earnout Equity within thirty (30) calendar days of determination of the 2023 EBITDA or (ii) if the volume weighted average closing sale price of the Company Class A Common Stock for the five (5) trading days following public announcement of the 2023 EBITDA (the “Company Trading Price”) exceeds $14.00 per share, by delivering the number of shares of Company Class A Common Stock equal to (x) the aggregate number of units and shares, as applicable, of Earnout Equity multiplied by $12.50, divided by (y) the Company Trading Price, subject to the adjustment provided in the Purchase Agreement.

~~Item 2. Properties.~~43

We currently maintain our executive offices at 100 West Liberty Street, Suite 100, Reno, Nevada 89501, and our telephone number is (775) 318-3629. The cost for this space is included in the $10,000 per month, for up to 24 months, fee that we will pay an affiliate of our Sponsor ~~for~~Support ~~office space, utilities, administrative and support services. We consider our current office space adequate for our current operations.~~Agreement

~~Item~~Concurrently 3with the execution of the Purchase Agreement, the Company, Force, the Sponsor and other holders of shares of Company Class B Common Stock (together with the Sponsor, the “Support Parties”), entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which the Support Parties agreed to, among other things, vote in favor of the Purchase Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. ~~Legal~~The Sponsor Support Agreement will terminate and be of no further force ~~Proceedings~~or effect upon the earliest of (i) the Expiration Time (as defined in the Sponsor Support Agreement), (ii) the liquidation of the Company and (iii) the written agreement of the Sponsor, Force Members, and Force.

WeAmended ~~are~~and ~~not~~Restated ~~currently~~Registration ~~subject~~Rights ~~to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.~~Agreement

~~Item~~The 4.Purchase ~~Mine~~Agreement ~~Safety~~contemplates that, at the Closing, the Company, ~~Disclosures~~the Sponsor, holders of shares of Company Class B Common Stock and certain Force Members will enter into an Amended and Restated Registration Rights Agreement, pursuant to which the Company will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Company Common Stock and other equity securities of the Company that are held by the parties thereto from time to time.

~~None.~~Lock-Up Agreement

42The Purchase Agreement contemplates that, at the Closing, the Company, the Sponsor, holders of shares of Company Class B Common Stock and certain Force Members will enter into Lock-Up Agreements restricting the transfer of Company Common Stock, Private Placement Warrants (as defined in the Purchase Agreement), and any Common Units issued in connection with the Transaction, as applicable. The lock-up period for Company Common Stock is 180 days after the Closing, subject to early termination (i) of a liquidation, merger, stock exchange, reorganization or other similar transaction of Force after the Closing or (ii) upon the stock price of Company Common Stock reaching $12.00 (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing.

~~Part II.~~ Tax Receivable Agreement

~~Item 5~~The Purchase Agreement contemplates that, at the Closing, the Company will enter into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with Force and certain Force Members (the “TRA Holders”). ~~Market~~Pursuant to the Tax Receivable Agreement, among other things, the Company will be required to pay to each TRA Holder 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of the increases in tax basis resulting from any exchange of Common Units for Company Class A Common Stock or cash in the future and certain other tax benefits arising ~~Registrant~~from payments under the Tax Receivable Agreement. In certain cases, the Company’s ~~Common~~obligations ~~Equity~~under the Tax Receivable Agreement may accelerate and become due and payable, ~~Related~~based ~~Stockholder~~on ~~Matters~~certain assumptions, upon a change in control and ~~Issuer~~certain ~~Purchases~~other oftermination ~~Equity~~events, as ~~Securities~~defined therein.

~~(a)~~Results ~~Market~~of ~~Information~~Operations

~~Our~~We ~~Units~~have ~~began~~neither ~~trading~~engaged onin ~~The~~any ~~Nasdaq~~operations ~~Stock Market LLC (“Nasdaq”)~~nor ongenerated ~~March~~any ~~12,~~revenues ~~2021~~to date. ~~Each~~Our ~~Unit~~only ~~consists~~activities offrom ~~one~~July ~~Class~~29, A2020 ~~ordinary~~(inception) ~~share~~through ~~and~~December ~~one-third~~31, of2022 ~~one~~were ~~redeemable~~organizational

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