UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington , D.C. 20549

FORM 10-K

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

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

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

For the transition period from to .

Commission File Number 001-39715

Aequi Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		85-2850133
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

500 West Putnam Avenue, Suite 400 Greenwich, CT		06830
(Address of principal executive offices)		(Zip Code)

(917) 297-4075

(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	ARBGU	The Nasdaq ~~Capital~~Stock Market LLC
Class A common stock, par value $0.0001 per share	ARBG	The Nasdaq ~~Capital~~Stock Market LLC
Redeemable warrants	ARBGW	The Nasdaq ~~Capital~~Stock Market LLC

Securities registered pursuant to section 12(g) of the Act:

N/A

(Title of class)

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. (Check one):

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 ☐

As of June 30, ~~2021~~2022, which would be the last business day of the registrant’s most recently completed second fiscal quarter, the approximate aggregate market value of the voting stock held by non-affiliates of the registrant was $~~224~~227,~~250~~240,000, based on the 23,000,000 shares of Class A common stock outstanding on such date and the closing price of the registrant’s Class A common stock, par value $0.0001 per share, as quoted on The Nasdaq Stock Market as of that date.

As of March 2430, ~~2022~~2023, there were 233,~~000~~589,~~000~~044 shares of Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class B common stock, $0.0001 par value per share, of the registrant issued and outstanding.

Table of Contents

		Page
Part I		1
Item 1.	Business	1
Item 1A.	Risk Factors	2018
Item 1B.	Unresolved Staff Comments	2120
Item 2.	Properties	2120
Item 3.	Legal Proceedings	2120
Item 4.	Mine Safety Disclosures	2120
Part II		2221
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2221
Item 6.	[Reserved]	2321
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2321
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2625
Item 8.	Financial Statements and Supplementary Data	2625
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2625
Item 9A.	Controls and Procedures	2625
Item 9B.	Other Information	2726
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	2726
Part III		2827
Item 10.	Directors, Executive Officers and Corporate Governance	2827
Item 11.	Executive Compensation	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item 13.	Certain Relationships and Related Transactions, and Director Independence	35
Item 14.	Principal Accountant Fees and Services	36
Part IV		37
Item 15.	Exhibit and Financial Statement Schedules	37
Item 16.	Form 10-K Summary	37

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this annual report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of 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 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;

●

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

●

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

●

our pool of prospective target businesses;

●

the ability of our officers and directors 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 ~~impact~~use of proceeds not held in the ~~COVID-19~~trust ~~pandemic~~account or available to us from interest income on the trust account balance; or

● the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

● the trust account not being subject to claims of third parties; or

●

our financial performance.

For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our prospectus dated November 19, 2020, filed with the Securities and Exchange Commission (the “SEC”) on November 23, 2020, as amended in the sections titled “Risk Factors” contained in our ~~Quarterly~~Annual Report on Form 10-QK for the ~~period~~year ended ~~September~~December 3031, ~~2020,~~2021 filed with the SEC on ~~December~~March 1825, ~~2020~~2022, our ~~Amendment No.~~Quarterly 2Reports ~~to the Annual Report~~ on Form 10-~~K/A~~Q ~~for the period ended December 31, 2020,~~ filed with the SEC on ~~December~~May 210, ~~2021,~~2022 and ~~our~~August ~~Amended Quarterly~~5, ~~Report~~2022, onand ~~Form~~our ~~10-Q/A~~proxy ~~for~~statement ~~the~~on ~~period~~Schedule ~~ended~~14A ~~September 30, 2021,~~ filed with the SEC on ~~December~~October 224, ~~2021~~2022.

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.

Unless otherwise stated in this annual report, or the context otherwise requires, references to:

●

“amended and restated certificate of incorporation” are to our certificate of incorporation in effect;

●

“common stock” are to our Class A common stock and our Class B common stock, collectively;

●

“equity-linked securities” are to any securities of our company which are convertible into, exchangeable for, or exercisable for common stock of our company;

●

“founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to our initial public offering and, unless the context otherwise requires, our Class A common stock issued upon conversion thereof as provided herein;

●

“initial stockholders” are to holders of our founder shares prior to our initial public offering;

●

“management” or our “management team” are to our officers and directors, and “directors” are to our current directors;

● “~~common stock~~Nasdaq” are to ~~our~~the ~~Class~~Nasdaq ACapital ~~common stock and our Class B common stock, collectively~~Market;

● “equity-linked securities” are to any securities of our company which are convertible into, exchangeable for, or exercisable for common stock of our company;

●

“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering;

●

“public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

●

“public stockholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

●

“public warrants” are to the warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

●

“sponsor” are to Aequi Sponsor LLC, a Delaware limited liability company;

● “~~warrants~~trust account” are to the trust account located in the United States and maintained by Continental Stock Transfer & Trust Company, acting as trustee under that certain Investment Management Trust Agreement, dated as of November 19, 2020, that currently holds or has previously held the proceeds from the Company’s initial public ~~warrants~~offering and the sale of private placement warrants;

● “~~we,~~warrants” ~~“us,” “our,” “company,” or “our company”~~ are to ~~Aequi~~public ~~Acquisition~~warrants ~~Corp.,~~and aprivate ~~Delaware~~placement ~~corporation.~~warrants; and

●

“we,” “us,” “our,” “Company,” or “our company” are to Aequi Acquisition Corp., a Delaware corporation.

iii

PART I

ITEM 1. BUSINESS

We are a blank check company incorporated on September 1, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to herein as our initial business combination. We have generated no operating revenues to date and we will not generate operating revenues until we consummate our initial business combination.

Initial Public Offering

On November 24, 2020, we consummated our initial public offering of 20,000,000 units. On December 2, 2020, in connection with the underwriters’ election to fully exercise their over-allotment option, we sold an additional 3,000,000 units. The units sold in the initial public offering and the full exercise of over-allotment option sold at an offering price of $10.00 per unit, generating total gross proceeds of $230,000,000. RBC Capital Markets, LLC and BofA Securities, Inc. (“BofA”) acted as joint book-running managers of the initial public offering. The securities in the offering were registered under the Securities Act of 1933, as amended (the “Securities Act”) on a registration statement on Form S-1 (No. 333-249337). The ~~Securities and Exchange Commission (the “~~SEC”) declared the registration statement effective on November 19, 2020.

Simultaneous with the consummation of our initial public offering, we consummated the private placement of an aggregate of 4,000,000 warrants at a price of $1.50 per private placement warrant, generating total proceeds of $6,000,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On December 2, 2020, we sold an additional 400,000 private placement warrants, at $1.50 per warrant, generating additional proceeds of $600,000.

The private placement warrants are identical to the warrants underlying the units sold in the initial public offering, except that the private placement warrants are not transferable, assignable or salable until after the completion of an initial business combination, subject to certain limited exceptions.

We paid a total of $4,600,000 in underwriting discounts and commissions and $442,230 for other offering costs related to the initial public offering. In addition, the underwriters agreed to defer up to $8,050,000 in underwriting discounts and commissions. On November 19, 2020, the underwriters agreed that the deferred underwriting discounts and commissions may be paid at our sole discretion to (i) any participating underwriter or syndicate members in the initial public offering, in part or in full, or (ii) any third parties not participating in the initial public offering that assist us in consummating the initial business combination. On March 2, 2023, BofA waived its entitlement to our payment of the deferred underwriting discounts and commissions.

~~Although we~~On ~~may~~November ~~pursue~~15, an2022, ~~initial~~we ~~business~~held a ~~combination~~special meeting in ~~any~~lieu ~~industry~~of orannual ~~geography~~meeting of stockholders (the “Extension Meeting”), weat ~~are~~which, ~~focusing~~our stockholders approved an amendment to our ~~efforts~~amended onand arestated ~~target~~certificate inof anincorporation ~~industry~~to ~~where~~ extend the date by which we ~~believe~~must ~~the~~consummate ~~expertise~~its ofinitial ~~our~~business combination ~~sponsor~~from November 24, 2022 to August 24, 2023 (or such earlier date as determined by our board of directors). In connection with the Extension Meeting, orstockholders ~~network~~holding 19,410,956 public shares exercised their right to redeem their shares for a pro rata portion of ~~executive~~the ~~advisors~~funds ~~which~~in ~~may~~our ~~include~~trust ~~former~~account. ~~C-Suite~~As ~~Executives~~a result, approximately $195.5 million (approximately $10.07 per public share) was removed from ~~Engineers~~the ~~and~~trust ~~Data~~account ~~Scientists,~~to pay such holders and ~~Digital~~approximately ~~Media~~$36.1 ~~Strategists~~million ~~(collectively~~remained ~~“Specialist~~in ~~Advisors”)~~the ~~provide~~trust usaccount. ~~with~~Following aredemptions, ~~competitive~~we have 3,589,044 ~~advantage~~public shares outstanding.

~~We seek~~Although towe ~~capitalize~~may onpursue ~~the multiple decades of combined investment experience of our sponsor. Hope S. Taitz, our Chief Executive Officer,~~an ~~interim~~initial ~~Chief Financial Officer, and Chairperson has deep financial, operational and technological experience. The company intends to broadly target data-centric, growth-oriented companies with established~~ business ~~models~~combination ~~across~~in aany ~~variety~~industry ofor ~~industries~~geography, ~~but~~ we ~~may focus on businesses that~~ are ~~driven~~focusing byour ~~consumer~~efforts ~~demand~~on ~~and~~a ~~poised~~target toin ~~benefit~~an ~~from~~industry ~~evolving~~where ~~consumer~~we ~~preferences.~~believe ~~Our management team has extensive~~the ~~experience~~expertise inof ~~identifying~~our ~~disruptive consumer and market trends~~sponsor, ~~sourcing~~board ~~compelling~~of ~~investment opportunities~~directors, ~~and~~or ~~successfully~~network ~~executing stand-alone~~of ~~and~~executive ~~tuck-in~~advisors ~~acquisitions~~which ~~across~~may ~~industries~~include ~~and~~former ~~economic~~C-Suite ~~cycles. In addition~~Executives, ~~our management has hands-on experience partnering~~Engineers ~~with~~and ~~companies~~Data asScientists, ~~active owners~~ and ~~directors~~Digital byMedia ~~working~~Strategists ~~closely~~(collectively ~~with~~“Specialist ~~senior~~Advisors”) ~~executives~~provide tous ~~accelerate~~with ~~value~~a ~~creation~~competitive ~~by leveraging data and technology innovation~~advantage.

1We seek to capitalize on the multiple decades of combined investment experience of our sponsor. Hope S. Taitz, our Chief Executive Officer, interim Chief Financial Officer, and Chairperson has deep financial, operational and technological experience. The company intends to broadly target data-centric, growth-oriented companies with established business models across a variety of industries, but we may focus on businesses that are driven by consumer demand and poised to benefit from evolving consumer preferences. Our management team has extensive experience in identifying disruptive consumer and market trends, sourcing compelling investment opportunities, and successfully executing stand-alone and tuck-in acquisitions across industries and economic cycles. In addition, our management has hands-on experience partnering with companies as active owners and directors by working closely with senior executives to accelerate value creation by leveraging data and technology innovation.

We believe that our management team, board of directors and Specialist Advisors are well positioned to identify and execute attractive business combination opportunities. Our objectives are to generate attractive returns for all stakeholders and enhance value through selecting a high-quality target at an attractive valuation, negotiating favorable acquisition terms for all our stakeholders and accelerating growth and performance of the acquired company. We expect to favor potential technologically driven target companies in the consumer industry. In addition, a target company must demonstrate a dedication to Diversity, Equity and Inclusion (“DE&I”) and strong Environmental, Social and Governance (“ESG”) principles. Today’s consumer is changing and so are the demands of all stakeholders. Key industry characteristics include compelling long-term growth prospects, opportunities to drive valuation improvements at the company, attractive competitive dynamics and consolidation opportunities. Key business characteristics include competitive advantages, significant increasing recurring revenue, and opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive free cash flow characteristics.1

We believe that our management ~~seek~~team, board of directors and Specialist Advisors are well positioned to ~~capitalize~~identify onand ~~the~~execute ~~experience~~attractive business combination opportunities. Our objectives are to generate attractive returns for all stakeholders and ~~expertise~~enhance ofvalue through selecting a high-quality target at an attractive valuation, negotiating favorable acquisition terms for all our ~~board~~stakeholders and accelerating growth and performance of ~~directors~~the acquired company. We expect to favor potential technologically driven target companies in the consumer industry. In addition, a target company must demonstrate a dedication to Diversity, Equity and ~~our~~Inclusion ~~Specialist~~(“DE&I”) ~~Advisors~~and strong Environmental, Social and Governance (“ESG”) principles. ~~They~~Today’s ~~have~~consumer ~~diverse~~is ~~views~~changing ~~that~~and so are the demands of all stakeholders. Key industry ~~enable~~characteristics ~~them~~include compelling long-term growth prospects, opportunities to ~~collectively~~drive ~~find~~valuation improvements at the company, ~~structure~~attractive competitive dynamics and ~~accelerate~~consolidation anopportunities. ~~acquisition~~Key business characteristics include competitive advantages, significant increasing recurring revenue, and opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive free cash flow characteristics.

~~Past performance~~We byseek ~~our~~to ~~management~~capitalize ~~team~~on the isexperience ~~not~~and aexpertise ~~guarantee~~of ~~either~~our ~~(i)~~board ~~that~~of wedirectors ~~will~~and ~~be able to identify a suitable candidate for~~ our ~~initial business~~Specialist ~~combination~~Advisors. orThey ~~(ii)~~have ofdiverse ~~success~~views ~~with~~that ~~respect~~enable them to ~~any~~collectively find, ~~business~~structure ~~combination~~and weaccelerate ~~may~~an ~~consummate~~acquisition.

~~In addition,~~Past performance by our management ~~officers~~team ~~and~~is ~~directors~~not ~~may~~a ~~sponsor~~guarantee oreither ~~form~~(i) ~~other~~that ~~blank~~we ~~check~~will ~~companies~~be ~~similar~~able to ~~ours~~identify ~~during~~a ~~the~~suitable ~~period~~candidate infor ~~which~~our ~~we are seeking an~~ initial business combination. or ~~Any~~(ii) ~~such company may present additional conflicts~~ of ~~interest~~success inwith ~~pursuing~~respect anto ~~acquisition target. However, we do not believe that~~ any ~~such~~business ~~conflicts~~combination ~~would~~we ~~materially~~may ~~affect our ability to complete our initial business combination~~consummate.

~~Business~~In addition, our officers ~~Strategy~~and directors may sponsor or form other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such company may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such conflicts would materially affect our ability to complete our initial business combination.

~~Our strategy~~Business ~~is to:~~Strategy

●Our ~~leverage~~strategy ~~the~~is ~~investment experience of our board of directors and our Specialist Advisors~~ to ~~bring advice and attention to potential business combination targets;~~:

● ~~deliver~~leverage ~~diverse~~the ~~approaches~~investment experience of our board of directors and our Specialist Advisors to ~~transaction~~bring ~~sourcing;~~advice and attention to potential business combination targets;

● ~~utilize~~deliver adiverse ~~deep~~approaches ~~understanding~~to oftransaction ~~global~~sourcing; ~~financial markets, financing,~~ and ~~overall corporate strategy options.~~

~~Our selection~~● ~~process~~utilize ~~leverages~~a ~~our~~deep ~~board~~understanding of ~~directors~~global ~~and~~financial ~~Specialist Advisors’ network of venture backed companies~~markets, ~~private equity sponsors~~financing, ~~family offices, founders~~ and ~~credit~~overall ~~fund~~corporate sponsors, as well as relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We have deployed a proactive, thematic sourcing strategy and focused on companies where we believe the combination of our operating experience, relationships, capital and capital markets expertise can be catalysts to transform a target company and can help accelerate the target’s growth and performanceoptions.

Our selection process leverages our board of directors and Specialist Advisors’ network of venture backed companies, private equity sponsors, family offices, founders and credit fund sponsors, as well as relationships with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We have deployed a proactive, thematic sourcing strategy and focused on companies where we believe the combination of our operating experience, relationships, ~~in:~~capital and capital markets expertise can be catalysts to transform a target company and can help accelerate the target’s growth and performance.

●Our ~~originating,~~board ~~structuring~~of directors and Specialist ~~executing~~Advisors ~~stand-alone~~have ~~and~~experience ~~tuck-~~in ~~acquisitions;~~:

● ~~building deep relationships with founders~~originating, ~~venture~~structuring ~~capital~~and ~~firms,~~executing ~~family~~stand-alone ~~offices, private equity teams~~ and ~~capital~~tuck-in ~~providers of target management teams~~acquisitions;

● ~~leveraging~~building ~~data~~deep ~~science~~relationships towith ~~identify~~founders, ~~disruptive~~venture ~~trends~~capital firms, family offices, private equity teams and ~~accelerate~~capital ~~value~~providers ~~creation~~of target management teams;

● ~~negotiating~~leveraging ~~transactions~~data ~~with~~science ~~terms~~to ~~favorable~~identify todisruptive ~~stakeholders~~trends and accelerate value creation;

● ~~executing~~negotiating ~~domestic and foreign~~ transactions ~~during~~with ~~(historical)~~terms ~~periods~~favorable ofto ~~market disruptions~~stakeholders;

● ~~accessing~~executing ~~the~~domestic ~~capital markets, including financing businesses~~ and ~~advising~~foreign ~~companies~~transactions ~~their~~during ~~transition~~(historical) toperiods ~~public~~of ~~ownership~~market disruptions;

2● accessing the capital markets, including financing businesses and advising companies their transition to public ownership;

●

governing public companies and answering to all stakeholders;

●

advising and leading companies in their message of purpose and conveyance of ESG principles;

●

accelerating marketing, customer acquisition, and digital growth;

●

enhancing companies with innovative technological solutions;

●

operating companies, setting and changing strategies, and identifying, monitoring and recruiting world-class talent;

●

acquiring and integrating companies; and

●

developing and growing companies, both organically and through acquisitions and strategic transactions and expanding the product range and geographic footprint of a number of target businesses.

~~Our Investment Criteria~~2

~~We have~~Our ~~developed~~Investment the following high level, non-exclusive investment criteria that we have and intend to continue to use to screen for and evaluate target businesses. We seek to acquire a business that exhibit some or all of the following criteria:Criteria

●We ~~Demonstrates~~have developed the ~~Potential~~following high ~~for~~level, ~~Accelerating~~non-exclusive ~~Revenue.~~investment Wecriteria ~~seek~~that towe ~~acquire~~have aand ~~business~~intend ~~that~~to ~~has~~continue ~~consistently~~to ~~generated~~use ~~increasing~~to ~~revenue~~screen ~~run~~for ~~rate~~and orevaluate ~~has~~target ~~the~~businesses. We ~~potential~~seek to ~~increase~~acquire ~~revenue~~a ~~with~~business ~~our~~that ~~expertise~~exhibit ~~organically~~some or ~~through~~all ~~additional acquisitions. Our Specialist Advisors along with our board~~ of ~~directors~~the ~~have~~following ~~extensive experience in add on acquisitions.~~criteria:

● ~~Has~~Demonstrates athe ~~Committed~~Potential ~~and~~for ~~Capable~~Accelerating ~~Team~~Revenue. We seek to acquire a business ~~with~~that ahas ~~professional~~consistently ~~management~~generated ~~team~~increasing ~~whose~~revenue ~~strategic~~run ~~interests~~rate ~~and~~or ~~purpose~~has ~~are~~the ~~aligned~~potential ~~with~~to ~~our~~increase ~~own~~revenue ~~and~~with ~~complement~~our ~~the~~ expertise oforganically ~~our~~or ~~board~~through ofadditional ~~directors~~acquisitions. Our Specialist Advisors ~~are~~along ~~available~~with toour ~~assist~~board anof ~~existing~~directors ~~team~~have ~~and~~extensive ~~not~~experience ~~intended~~in toadd ~~replace.~~on ~~However, they are available to identify and recruit additional management~~acquisitions.

● IsHas a Committed toand ~~DE&I~~Capable Team. We seek to acquire a business ~~that~~with ~~has~~a ~~demonstrated~~professional amanagement ~~desire~~team towhose ~~increase~~strategic ~~DE&I,~~interests ~~such~~and aspurpose ~~such~~are asaligned ~~creating~~with ~~gender~~our own and ~~racial~~complement ~~pay~~the ~~equity,~~expertise ~~listening~~of toour ~~employee~~board ~~voice~~of indirectors. ~~operational~~Our ~~and~~Specialist ~~governance~~Advisors ~~matters~~are ~~and~~available ~~investing~~to inassist ~~human~~an ~~capital.~~existing ~~This~~team ~~foundation~~and ~~provides~~not aintended ~~unique~~to ~~value~~replace. ~~proposition~~However, ~~enabling~~they ~~businesses~~are available to ~~reach~~identify ~~larger,~~and ~~differentiated~~recruit ~~networks~~additional management.

● Is ~~Focused~~Committed onto ~~ESG Principles~~DE&I. We seek ~~to acquire~~ a business that ishas ~~focused~~demonstrated ona ~~creating~~desire ~~long-term~~to ~~value~~increase ~~for~~DE&I, ~~stakeholders~~such byas ~~taking~~such ~~into~~as ~~consideration~~creating ~~social,~~gender ~~economic,~~ and ~~environmental~~racial ~~sustainability.~~pay ~~The~~equity, ~~consumer~~listening ~~landscape~~to isemployee ~~also~~voice ~~evolving~~in —operational ~~consumers~~and ~~increasingly~~governance ~~align~~matters ~~themselves~~and ~~with~~investing ~~companies~~in ~~they~~human ~~believe~~capital. ~~serve~~This foundation provides a ~~greater~~unique ~~social~~value ~~purpose~~proposition, ~~with~~enabling ~~over~~businesses ~~85%~~to ofreach ~~the~~larger, ~~general~~differentiated ~~population believing that companies should address ESG and sustainability issues~~networks.

● Is ~~Sourced~~Focused ~~Through~~on ~~our~~ESG ~~Vast and Diverse Network~~Principles. We doseek ~~not~~to ~~expect~~acquire toa ~~participate~~business inthat ~~broadly~~is ~~marketed~~focused ~~processes,~~on ~~but~~creating ~~rather~~long-term ~~aim~~value tofor ~~leverage~~stakeholders ~~our~~by ~~extensive~~taking ~~network~~into toconsideration ~~source~~social, ~~our~~economic, ~~business~~and ~~combination~~environmental sustainability. WeThe ~~have~~consumer alandscape ~~diverse~~is ~~board~~also ofevolving ~~directors~~— ~~and~~consumers ~~Specialist~~increasingly ~~Advisors~~align themselves with ~~access~~companies tothey ~~direct~~believe ~~contacts,~~serve ~~external~~a ~~networks,~~greater ~~differentiated~~social ~~information~~purpose, ~~and~~with ~~broader~~over ~~resource~~85% ~~pool~~of ~~which~~the ~~can~~general bepopulation ~~beneficial~~believing tothat ~~the~~companies ~~company~~should address ESG and sustainability issues.

● ~~Would~~Is ~~Benefit~~Sourced ~~from~~Through our ~~Data~~Vast and ~~Digital~~Diverse ~~Expertise~~Network. We ~~seek~~do not expect to ~~acquire~~participate ain ~~business~~broadly ~~where~~marketed ~~the~~processes, ~~skills~~but ofrather aim to leverage our extensive network to source our business combination. We have a diverse board of directors and Specialist Advisors ~~can~~with ~~accelerate~~access ~~the~~to ~~growth~~direct ~~position~~contacts, ofexternal ~~the~~networks, ~~target.~~differentiated ~~The~~information, ~~company~~and ~~could~~broader ~~benefit~~resource ~~from~~pool ~~enhanced~~which ~~technology~~can orbe ~~digital~~beneficial ~~expertise~~to the company.

~~The above~~● ~~criteria~~Would ~~are~~Benefit ~~not~~from ~~intended~~our toData beand ~~exhaustive~~Digital Expertise. ~~Any~~We ~~evaluation~~seek ~~relating~~ to ~~the~~acquire ~~merits of~~ a ~~particular initial~~ business ~~combination may~~where ~~be based, to~~ the ~~extent~~skills ~~relevant,~~of onour ~~these~~board ~~general~~of ~~guidelines~~directors ~~as well as on other considerations, factors~~ and ~~criteria~~Specialist ~~that~~Advisors ~~our~~can ~~management may~~accelerate ~~deem relevant. In~~ the ~~event~~growth ~~that~~position weof ~~decide to enter into our initial business combination with a target business that does not meet~~ the ~~above criteria and guidelines, we will disclose that the~~ target. ~~business~~The ~~does~~company ~~not~~could ~~meet~~benefit ~~the~~from ~~above~~enhanced ~~criteria~~technology ~~in our stockholder communications related to our initial business combination, which would be in the form of tender offer documents~~ or ~~proxy~~digital ~~solicitation materials that we would file with the SEC~~expertise.

3The above criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

Our acquisition and value creation strategy is to acquire a data-centric, growth-orientated consumer company in a sector such as, retail, education, financial technology, media & gaming, healthcare & wellness, legal, and/or procurement & eco-friendly packaging. A potential target company is one that delivers a differentiated product or service to consumers and that complements the operational and investment expertise of our management team to accelerate long-term stockholder value creation.

Technology has continued to change consumer behavior. During times like COVID-19, that rate of change accelerates to meet changing demand. We believe that understanding the diverse needs of the consumer paired with what technologies like Data Science and Artificial Intelligence can accomplish to analyze those opportunities is the key to a successful consumer driven investment.

Consumer technology businesses are well poised for exponential growth and we believe that the overall sector represents an attractive target market given the size, breadth and prospects for growth. As of result of COVID-19, we have witnessed a generational change in the matter of months that we believe will continue to accelerate and provide transformational opportunities. We have not narrowed our business combination target to any particular consumer technology business, however, we intend to focus our efforts in areas where technology drives the consumer, such as:

Online Retail. We believe that the online consumer retail industry poses strong opportunities for growth. According to Prologis, COVID-19 has accelerated online penetration in retail from 15% to 20% in 2020. From 2020 to 2021, ecommerce sales continued its, growth, increasing by 14.2% year over year. Retail is a multi-trillion dollar industry, with strong tailwinds in the online retail space. Traditional retailers are implementing direct-to-consumer strategies in order to meet increased online demand and circumvent supply chain logistics challenges. Retailers equipped with data and analytics capabilities benefit from insights on profitable customer acquisition, brand engagement, supply chain management and more. We believe innovation in unique capabilities of digital — including real-time inventory management, predictive analytics, and AI-powered search, and personalization and co-creation functions — can create completely new and different shopping experiences. As a result of COVID-19, certain changes in customer habits during the pandemic are expected to remain going forward, including digital delivery, which was a necessity for many during lockdowns and is now viewed as an essential convenience. A McKinsey survey published in October 2020 found that companies are three times likelier than they were before the pandemic to conduct at least 80 percent of their customer interactions digitally.

Education. The education technology industry is a massive market driven by the growing adoption of digital solutions. According to ResearchAndMarkets.com, the global online education market is expected to reach $350 billion by 2025, due to the introduction of flexible learning technologies in the corporate and education sectors. COVID-19 has accelerated the adoption of online education across K-12, higher education, and corporate learning segments. Artificial intelligence-driven online education platform enabling personalized and adaptive digital curriculum offerings and the flexibility to learn from anywhere, anytime are some of the factors driving adoption. The synchronous learning segment, which involves interaction between students and instructors in real-time is expected to outpace overall market growth.3

~~Financial Technologies~~Education. The ~~financial~~ education technology industry ~~continues~~is toa ~~evolve~~massive asmarket ~~consumers~~driven ~~embrace~~by ~~new~~the ~~financial~~growing ~~technologies~~adoption ~~such~~of as digital ~~payments, money transfers tools, online savings and investment platforms, digital lending, and online mortgage platforms~~solutions. ~~The trend towards digital payments has accelerated, along with an opportunity to offer new products and support to consumers and businesses.~~ According to ~~Statista~~ResearchAndMarkets.com, ~~digital~~the ~~payment~~global ~~transaction~~online ~~value~~education inmarket ~~the United States~~ is ~~forecast~~expected to ~~grow~~reach $350 billion by ~~15.9%~~2025, ~~CAGR~~due to ~~over~~the ~~$3.2~~introduction ~~trillion~~of byflexible ~~2026.~~learning ~~The~~technologies ~~other sector seeing~~in ~~greater~~the ~~adoption~~corporate isand ~~digital~~education ~~lending~~sectors. ~~According~~COVID-19 tohas ~~KBV~~accelerated ~~Research,~~ the ~~global~~adoption ~~digital~~of ~~lending~~online ~~platform~~education ~~market~~across ~~size~~K-12, ishigher ~~expected~~education, toand ~~reach~~corporate ~~$11.6~~learning ~~billion by 2025, rising at a market growth of 20~~segments.3% ~~CAGR~~Artificial ~~during~~intelligence-driven ~~the~~online ~~forecast~~education ~~period.~~platform ~~The~~enabling ~~automated~~personalized ~~design~~and ofadaptive ~~online~~digital ~~lending~~curriculum ~~platforms~~offerings ~~provides lenders~~ and ~~borrowers~~the ~~with~~flexibility ~~a more reliable approach~~ to ~~providing~~learn ~~funding~~from ~~solutions~~anywhere, ~~thus~~anytime ~~reducing~~are ~~stress~~some ~~and~~of ~~increasing~~ the ~~chances~~ offactors ~~successful~~driving ~~lending approval~~adoption. ~~Additionally,~~The ~~demand~~synchronous ~~for~~learning ~~completely~~segment, awhich involves ~~digital~~interaction ~~experience~~between instudents ~~the real estate~~ and ~~financial~~instructors ~~market has~~in ~~also~~real-time ~~resulted~~is inexpected ~~the~~to ~~proliferation~~outpace ofoverall ~~online~~market ~~mortgage platforms~~growth.

~~Media~~Financial ~~& Gaming~~Technologies. The ~~media~~financial technology industry iscontinues ~~increasingly~~to ~~consumed~~evolve inas ~~digital~~consumers ~~formats~~embrace ~~and~~new onfinancial atechnologies ~~mobile~~such ~~first~~as ~~basis.~~digital ~~Driven~~payments, bymoney transfers ~~the~~tools, ~~expansion~~online ofsavings ~~mobile internet access~~ and ~~growing~~investment ~~connection speeds~~platforms, ~~the~~digital ~~increasing~~lending, ~~number of mobile~~ and ~~streaming~~online ~~devices~~mortgage ~~has~~platforms. ~~led~~The totrend atowards ~~steady~~digital ~~growth in demand for~~payments ~~all~~has ~~types~~accelerated, ofalong ~~Digital~~with ~~Media.~~an ~~Digital~~opportunity ~~music,~~to ~~video~~offer ~~games~~new products and ~~video-on-demand~~support ~~significantly~~to ~~benefited~~consumers ~~from lockdowns~~ and ~~shelter-in-place orders~~businesses. According to Statista ~~Digital Market Outlook 2021~~, ~~Digital~~digital payment ~~Media~~transaction ~~will~~value ~~reap~~in ~~permanent~~the ~~benefits~~United asStates ~~many~~is ~~new~~forecast ~~customers~~to ~~are~~grow ~~attracted, increasing future global revenue forecasts~~ by 1215.19% CAGR to over $~~447~~3.2 ~~billion~~trillion by 2026. ByThe ~~leveraging~~other ~~artificial~~sector ~~intelligence and next-generation~~seeing 5Ggreater ~~technology,~~adoption ~~Digital~~is ~~Media~~digital ~~providers~~lending. ~~can~~According ~~deliver~~to ~~curated~~KBV ~~content and high-quality~~Research, ~~high-speed~~the global digital ~~experiences~~lending toplatform ~~consumers.~~market ~~The video~~size ~~gaming~~is ~~industry~~expected isto ~~also~~reach $11.6 ~~thriving~~billion ~~despite~~by ~~economic~~2025, ~~disruption~~rising ~~caused~~at bya ~~COVID-19.~~market ~~According~~growth toof ~~Newzoo~~20.3% ~~research,~~CAGR during the ~~global~~forecast ~~video game~~period. ~~market~~The isautomated ~~forecast~~design toof beonline ~~worth~~lending ~~$219~~platforms provides ~~billion~~lenders inand ~~2024,~~borrowers ~~driven~~with bya ~~the~~more ~~exponential~~reliable ~~growth~~approach into ~~mobile~~providing ~~gaming~~funding solutions, ~~which~~thus isreducing ~~estimated~~stress toand ~~generate~~increasing the ~~$116~~chances ~~billion~~of insuccessful ~~2024~~lending approval. ~~Game~~Additionally, ~~publishers~~demand ~~are~~for ~~increasingly~~completely ~~relying~~a ondigital ~~data~~experience toin ~~accurately~~the ~~measure~~real aestate ~~game’s~~and ~~performance,~~financial ~~enhance game~~market ~~design,~~has ~~and~~also ~~create~~resulted anin ~~immersive~~the ~~experience~~proliferation ~~for~~of ~~the~~online ~~consumer~~mortgage platforms.

4Media & Gaming. The media industry is increasingly consumed in digital formats and on a mobile first basis. Driven by the expansion of mobile internet access and growing connection speeds, the increasing number of mobile and streaming devices has led to a steady growth in demand for all types of Digital Media. Digital music, video games and video-on-demand significantly benefited from lockdowns and shelter-in-place orders. According to Statista Digital Market Outlook 2021, Digital Media will reap permanent benefits as many new customers are attracted, increasing future global revenue forecasts by 12.1% to $447 billion by 2026. By leveraging artificial intelligence and next-generation 5G technology, Digital Media providers can deliver curated content and high-quality, high-speed digital experiences to consumers. The video gaming industry is also thriving despite economic disruption caused by COVID-19. According to Newzoo research, the global video game market is forecast to be worth $219 billion in 2024, driven by the exponential growth in mobile gaming, which is estimated to generate $116 billion in 2024. Game publishers are increasingly relying on data to accurately measure a game’s performance, enhance game design, and create an immersive experience for the consumer.

Healthcare & Wellness. We believe that the Healthcare industry is in the midst of a global transformation as consumers take greater control of their health care decisions. As per Global Market Insights report, the digital health market size is over $100 billion and expected to grow at 28.5% CAGR through 2026. Market penetration of digital health technologies, including meditation and mental wellness apps, increased substantially during the pandemic and will boost the digital health industry growth. Demand for telehealth services has been on the rise for decades, but COVID-19 has dramatically increased usage rates around the United States according to the U.S. Department of Health and Human Services. Virtual health care has also gained momentum and is becoming a core component on helping consumers improve or maintain their well-being, as well as playing an important role in the diagnosis and treatment of illness. According to Deloitte research, by 2040, the health care system as we know will be transformed and a major portion of care, prevention, and well-being services will shift to virtual settings.

Legal. Tech-enabled online legal services companies are democratizing law through the delivery of more accessible and affordable legal services to consumers. Consumers are increasingly turning to online resources to find affordable ways to complete basic legal documents, including ~~incorporation~~ incorporation documents, wills, trusts and trademark registrations. According to the Pew Research Center, more than three fourths of all consumers seeking legal help are now using online resources to aid their search, to the benefit of the industry. As a result, the industry represents a huge opportunity to companies that made the shift to online early. According to IBISWorld, strong demand for the $8.6 billion online legal services market is projected to continue over the next ~~five~~few years to 2025.

Procurement, Fulfillment & Eco-friendly Packaging. In recent months, the global packaging industry, which is estimated to reach over $1.22 trillion by ~~2026~~ 2026 according to Smithers, has witnessed significant changes including dramatic shifts in consumer channels, new or heightened hygiene ~~and~~ and consumer-safety concerns, and highly volatile raw materials prices due to global supply chain disruptions. According to a report ~~published~~ published by McKinsey & Company, consumer spending on groceries — particularly food —dramatically increased during the crisis, and shoppers are buying their goods online, fueling a strong acceleration of e-commerce shipments and other home-delivery services. ~~According~~ According to a report by Smithers, the global market for e-commerce packaging is estimated to be over $49 billion and growing at a CAGR of approximately 15%, with a forecasted market size over $98 billion by 2025. We believe that procurement and packaging companies have benefited from the surge in consumer demand for delivery, and we believe that this trend will continue. In addition, sustainability and ESG can accelerate the growth and profitability of these businesses in the form of increased consumer focus on environmental responsibility, ~~government~~ government subsidies, cost savings from lower energy consumption, and reduced liability through regulation, for example.

~~Our Competitive Strengths~~4

~~We are a fully diverse blank check company.~~ Our ~~board~~Competitive of directors and Specialist Advisors have extensive capabilities in sourcing, valuation, diligence and execution. Together, they provide us with a significant pipeline of opportunities from which to evaluate and select a business that benefits from our expertise.Strengths

We are a fully diverse blank check company. Our board of directors and Specialist Advisors have extensive capabilities in sourcing, valuation, diligence and execution. ~~competitive~~Together, ~~strengths~~they ~~include~~provide ~~the~~us ~~following:~~with a significant pipeline of opportunities from which to evaluate and select a business that benefits from our expertise.

●Our ~~Focus~~competitive onstrengths include ~~DE&I. We believe that our fully diverse board of directors uniquely understand and are able to advocate for~~ the ~~importance of DE&I as well as ESG principles as core levers for accelerating value creation.~~following:

● ~~Deep~~Focus ~~Experience~~on ~~of the board of directors and Specialist Advisors~~DE&I. We believe that our ~~ability~~fully todiverse ~~leverage the experience of our~~ board of directors ~~and~~uniquely ~~Specialist~~understand ~~Advisors,~~and ~~who~~are ~~comprise~~able ~~former~~to ~~senior~~advocate ~~operating~~for ~~executives~~the importance of ~~companies~~DE&I ~~across~~as ~~multiple~~well ~~sectors~~as ~~and~~ESG ~~industries,~~principles ~~provides~~as uscore alevers ~~distinct~~for ~~advantage~~accelerating invalue ~~sourcing, evaluating and consummating a compelling transaction on attractive terms~~creation.

● ~~Execution~~Deep ~~and~~Experience ~~Structuring~~of ~~Capability.~~the ~~Our~~ board of directors ~~alongside~~and ~~our~~ Specialist Advisors. ~~have~~We abelieve ~~combined expertise and reputation~~ that ~~allows~~our usability to ~~source~~leverage ~~and~~the ~~complete~~experience ~~transactions~~of ~~possessing~~our ~~structural~~board ~~attributes~~of ~~that~~directors ~~create~~and anSpecialist ~~attractive~~Advisors, ~~investment~~who ~~thesis.~~comprise ~~These~~former ~~types~~senior operating executives of ~~transactions~~companies ~~are~~across ~~typically~~multiple ~~complex~~sectors and ~~require creativity~~industries, ~~industry~~provides ~~knowledge~~us ~~and~~a ~~expertise,~~distinct ~~rigorous~~advantage ~~due~~in ~~diligence~~sourcing, evaluating and ~~extensive~~consummating ~~negotiations~~a ~~and~~compelling ~~documentation~~transaction on attractive terms.

● ~~Extensive~~Execution ~~Innovation, Technology,~~ and ~~Data~~Structuring ~~Expertise~~Capability. WeOur ~~believe that our~~ board of directors ~~and~~alongside our Specialist Advisors have ~~extensive~~a ~~experience~~combined inexpertise ~~understanding~~and ~~how~~reputation ~~technology~~that ~~drives~~allows ~~businesses~~us to ~~capitalize~~source onand ~~disruption~~complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex and ~~accelerate~~require ~~value~~creativity, ~~creation~~industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation.

● ~~Track~~Extensive ~~Record~~Innovation, ofTechnology, ~~Accelerating~~and ~~Growth~~Data Expertise. ~~Our~~We believe that our board of directors ~~alongside~~and our Specialist Advisors have aextensive ~~proven~~experience ~~track~~in ~~record~~understanding ofhow ~~investing~~technology indrives businesses ~~where~~to ~~they,~~capitalize ~~along~~on ~~with~~disruption ~~their~~and ~~network, can~~ accelerate ~~growth~~value creation.

5● Track Record of Accelerating Growth. Our board of directors alongside our Specialist Advisors have a proven track record of investing in businesses where they, along with their network, can accelerate growth.

●

Dedication to Culture and Purpose. Our board of directors has a deep commitment to purpose-driven organization culture and community engagement and demonstrated track records of creating and donating to positive systemic change. In addition, our sponsor is committing to donate 10% of the founder shares it holds to advance social and economic mobility following the consummation of the initial business combination.

●

Governance Experience. Our board of directors has extensive experience in corporate governance accelerating the focus on core ESG principles. In addition, they have taken companies public both as principal, advisor and corporate board member.

Our Acquisition Process

In evaluating a prospective target business, we conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which is made available to us. We also utilize our operational and capital planning experience.

We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or another independent entity that commonly renders valuation opinions, that our initial business combination is fair to our company from a financial point of view.

Certain members of our management team directly or indirectly own shares of our common stock and/or private placement warrants following our initial public offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not 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 the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

~~Initial Business Combination~~5

~~Nasdaq rules~~Initial ~~require~~Business that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the assets held in the trust account (excluding the amount of any deferred underwriting discount and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.Combination

6Nasdaq rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the assets held in the trust account (excluding the amount of any deferred underwriting discount and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or from another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate 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 the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the “Investment Company Act.” Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post- transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of Nasdaq’s 80% fair market value test. If our initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test.

Sourcing of Potential Business Combination Targets

We believe our management team’s significant operating and transaction experience and relationships with companies provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring, financing and selling businesses, our management team’s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions.

We believe that the network of contacts and relationships of our management team provide us with important sources of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.

We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors, or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA, or another independent entity that commonly renders valuation opinions, that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. All of our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

~~Status as a Public Company~~6

~~We believe~~Status ~~our~~as ~~structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer~~ a ~~target~~Public business an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost-effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination with us.Company

7We believe our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost-effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

We are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following November 24, 2025 , (b) in which we have total annual gross revenue of at least $1.07235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, 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 that is held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th.

Financial Position

With funds available for a business combination in the amount of $~~222~~36,~~104~~453,~~089~~939, as of December 31, ~~2021~~2022, assuming no redemptions and ~~after payment~~prior ~~of up~~ to ~~$8,050,000~~the payment of deferred underwriting fees, before estimated offering and working capital expenses, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most ~~efficient~~ efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.

Effecting our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations other than finding a business combination until we consummate our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the sale of the private placement warrants, our capital stock, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

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

Our sponsor from time to time may be made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account.

In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by applicable law or we decide to do so for business or other reasons, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination.

Selection of a Target Business and Structuring of our Initial Business Combination

Nasdaq rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.

In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the outstanding equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of Nasdaq’s 80% of fair market value test. There is no basis for investors in our initial public offering to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination.

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

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

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

●

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

●

cause us to depend on the marketing and sale of a single product or limited number of products or services.

9Limited Ability to Evaluate the Target’s Management Team

~~Limited~~Although we closely scrutinize ~~Ability~~the tomanagement ~~Evaluate~~of a prospective target business when evaluating the ~~Target~~desirability of effecting our initial business combination with that business, our assessment of the target business’s ~~Management~~management ~~Team~~may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

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

~~We cannot~~Following ~~assure~~our ~~you~~initial ~~that~~business combination, ~~any~~we ofmay ~~our~~seek ~~key~~to ~~personnel~~recruit ~~will~~additional ~~remain~~managers into ~~senior~~supplement ~~management~~the orincumbent ~~advisory~~management ~~positions~~of ~~with~~ the ~~combined~~target ~~company~~business. ~~The~~We cannot assure ~~determination~~you asthat towe ~~whether~~will ~~any~~have ofthe ~~our~~ability ~~key~~to ~~personnel~~recruit ~~will~~additional ~~remain~~managers, ~~with~~or ~~the~~that ~~combined~~additional ~~company~~managers will behave ~~made~~the atrequisite ~~the~~skills, ~~time~~knowledge or ofexperience ~~our~~necessary ~~initial~~to ~~business combination~~enhance the incumbent management.

Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.8

Stockholders May Not Have the Ability to Approve our Initial Business Combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated certificate of incorporation. However, we will seek stockholder approval if it is required by applicable law or stock exchange rule, or we may decide to seek stockholder approval for business or other reasons.

Under Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:

●

we issue (other than in a public offering for cash) shares of Class A common stock that will either (a) be equal to or in excess of 20% of the number of shares of our Class A common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;

●

any of our directors, officers or substantial security holders (as defined by Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial securityholders; or

●

the issuance or potential issuance of common stock will result in our undergoing a change of control.

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

●

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

●

the expected cost of holding a stockholder vote;

10● the risk that the stockholders would fail to approve the proposed business combination;

● ~~the~~other ~~risk~~time ~~that~~and ~~the~~budget ~~stockholders~~constraints ~~would~~of ~~fail to approve~~ the ~~proposed business combination~~company; and

● ~~other~~additional ~~time~~legal ~~and~~complexities ~~budget~~of ~~constraints~~a ofproposed ~~the~~business ~~company;~~combination that would be time-consuming and burdensome to present to stockholders.

●Permitted ~~additional~~Purchases ~~legal complexities~~ of aour ~~proposed business combination that would be time-consuming and burdensome to present to stockholders.~~Securities

~~Permitted~~In the event we seek stockholder ~~Purchases~~approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares or warrants such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, advisors or any of their affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. We have adopted an insider trading policy which requires insiders to: (i) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information; and (ii) clear all trades with a designated officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

In the event wethat ~~seek stockholder approval of~~ our ~~initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our~~ sponsor, directors, officers, advisors or any of their affiliates ~~may~~ purchase shares ~~or warrants~~ in privately negotiated transactions orfrom inpublic ~~the~~stockholders who ~~open~~have ~~market~~already ~~either~~elected ~~prior~~ to orexercise ~~following~~their ~~the~~redemption ~~completion~~rights, ~~of our initial business combination. There is no limit on the number of shares or warrants~~ such ~~persons~~selling ~~may~~stockholders ~~purchase.~~would ~~However,~~be ~~they~~required ~~have~~to norevoke ~~current commitments,~~their ~~plans~~prior ~~or intentions~~ elections to ~~engage~~redeem intheir ~~such~~shares. ~~transactions~~We ~~and~~do ~~have~~ not ~~formulated~~currently ~~any~~anticipate ~~terms~~that ~~or conditions for any~~ such ~~transactions. In the event our sponsor~~purchases, ~~directors,~~if ~~officers~~any, ~~advisors~~would orconstitute ~~any of their affiliates determine to make any such purchases at the time of~~ a ~~stockholder~~tender ~~vote~~offer ~~relating~~subject to ~~our initial business combination, such purchases could have~~ the ~~effect of influencing the vote necessary~~tender tooffer ~~approve~~rules ~~such~~under ~~transaction. None of~~ the ~~funds~~Exchange inAct ~~the trust account will be used to purchase shares~~ or ~~warrants~~a ~~in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non~~going-~~public~~private ~~information~~transaction ~~not~~subject ~~disclosed~~ to the ~~seller~~going-private orrules ~~if such purchases are prohibited by Regulation M~~ under the ~~Securities~~ Exchange ~~Act~~ ~~of 1934, as amended (the “Exchange~~ Act~~”).~~; ~~Such a purchase may include a contractual acknowledgement that such stockholder~~however, ~~although~~if ~~still~~ the ~~record~~purchasers ~~holder~~determine ofat ~~our shares is no longer~~ the ~~beneficial~~time owner thereof and therefore agrees not to exercise its redemption rights. We have adopted an insider trading policy which requires insiders to: (i) refrain from purchasing securities during certain blackout periods and when they are in possession of any ~~material~~such ~~non-public~~purchases ~~information;~~that ~~and~~the ~~(ii)~~purchases ~~clear~~are ~~all~~subject ~~trades with a designated officer prior~~ to ~~execution. We cannot currently determine whether our insiders will make~~ such ~~purchases pursuant to a Rule 10b5-1 plan~~rules, asthe itpurchasers will be ~~dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances,~~comply ~~our~~with ~~insiders may either make~~ such ~~purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary~~rules.

In the event that our sponsor, directors, officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.9

The purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of our initial business combination or (ii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a result in the completion of our initial business combination that may not otherwise have been possible.

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

Our sponsor, officers, directors, advisors, and/or any of their affiliates anticipate that they may identify the stockholders with whom our sponsor, officers, directors, advisors or any of their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business combination. Such persons would select the stockholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. Our sponsor, officers, directors, advisors or their affiliates will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

11Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will be restricted unless such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

~~Any purchases~~Redemption byRights our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will be restricted unless such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for ~~manipulation under~~Public ~~Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in~~Stockholders ~~order~~upon ~~for~~Completion ~~the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases~~ of ~~common~~our ~~stock~~Initial ifBusiness ~~the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.~~Combination

~~Redemption~~We will provide our public ~~Rights~~stockholders ~~for~~with ~~Public~~the ~~Stockholders~~opportunity to redeem all or a portion of their shares of Class A common stock upon ~~Completion~~the completion of our ~~Initial~~initial business ~~Business~~combination ~~Combination~~at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account, as of December 31, 2022, was $10.14 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.

~~We will~~Manner ~~provide our public stockholders with the opportunity to redeem all or a portion~~ of ~~their~~Conducting shares of Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account, as of December 31, 2021, was $10.01 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.Redemptions

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

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirements or we choose to seek stockholder approval for business or other reasons.10

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:

●

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

●

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

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

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 (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. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

12If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:

~~If, however,~~● ~~stockholder~~conduct ~~approval of~~ the ~~transaction~~redemptions isin ~~required~~conjunction bywith ~~applicable~~a ~~law~~proxy orsolicitation ~~stock~~pursuant ~~exchange~~to ~~listing~~Regulation ~~requirement,~~14A orof wethe ~~decide~~Exchange ~~to obtain~~Act, ~~stockholder~~which ~~approval~~regulates ~~for~~the ~~business~~solicitation orof ~~other reasons~~proxies, weand ~~will,~~not pursuant to ~~our~~the ~~amended~~tender ~~and~~offer ~~restated~~rules, ~~certificate of incorporation:~~and

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

●We ~~file~~expect that a final proxy statement ~~materials~~would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the ~~SEC~~substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.

~~We expect~~In ~~that~~the aevent ~~final~~that ~~proxy~~we ~~statement~~seek stockholder ~~would~~approval beof ~~mailed~~our toinitial ~~public~~business ~~stockholders at least 10 days prior to the stockholder vote. However~~combination, we ~~expect~~ ~~that~~will adistribute ~~draft~~ proxy ~~statement~~materials ~~would be made available to such stockholders well in advance of such time~~and, ~~providing additional notice of redemption if we conduct redemptions~~ in ~~conjunction~~connection ~~with a proxy solicitation. Although we are not required to do so~~therewith, weprovide ~~currently~~our ~~intend~~public tostockholders ~~comply~~ with the ~~substantive~~redemption ~~and~~rights ~~procedural~~described ~~requirements~~above ofupon ~~Regulation~~completion ~~14A~~of inthe ~~connection~~initial ~~with~~business ~~any stockholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration~~combination.

~~In the~~If ~~event that~~ we seek stockholder approval, we ofwill complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination (or, weif the applicable rules of Nasdaq then in effect require, a majority of the outstanding shares of common stock held by public stockholders are voted in favor of the business transaction). Unless restricted by Nasdaq rules, a quorum for such meeting will ~~distribute~~consist of the holders present in person or by proxy ~~materials~~of ~~and~~shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding capital stock of our company entitled to vote at such a meeting. Unless restricted by Nasdaq rules, our initial stockholders will count toward this quorum. Pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and any public shares held by them in ~~connection~~favor of our initial business combination. We expect that at the time of any stockholder vote relating to our ~~therewith~~initial business combination, ~~provide~~our initial stockholders and their permitted transferees will own at least 20% of our outstanding common stock entitled to vote thereon. These quorum and voting thresholds and the letter agreement may make it more likely that we will consummate our initial business combination. Each public ~~stockholders~~stockholder ~~with~~may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights ~~described~~with ~~above~~respect ~~upon~~to ~~completion~~any offounder shares and any public shares held by them in connection with the ~~initial~~completion of a business combination.

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination (or, if the applicable rules of Nasdaq then in effect require, a majority of the outstanding shares of common stock held by public stockholders are voted in favor of the business transaction). Unless restricted by Nasdaq rules, a quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding capital stock of our company entitled to vote at such a meeting. Unless restricted by Nasdaq rules, our initial stockholders will count toward this quorum. Pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 20% of our outstanding common stock entitled to vote thereon. These quorum and voting thresholds and the letter agreement may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of a business combination.11

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

13Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval

~~Limitation~~Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on ~~Redemption~~other ~~upon~~undesirable ~~Completion~~terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our ~~Initial~~initial ~~Business~~public ~~Combination~~offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our initial public offering, we ~~Seek~~believe ~~Stockholder~~we ~~Approval~~will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial stockholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in our initial public offering or thereafter through open market purchases, it would be a public stockholder and subject to the 15% limitation in connection with any such redemption right.

~~Notwithstanding the~~Tendering ~~foregoing,~~Stock ifCertificates ~~we seek stockholder approval of our initial business combination and we do not conduct redemptions~~ in ~~connection with~~Connection ~~our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together~~ with ~~any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as~~ a ~~“group”~~Tender ~~(as~~Offer defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or ~~our~~Redemption sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in our initial public offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial stockholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in our initial public offering or thereafter through open market purchases, it would be a public stockholder and subject to the 15% limitation in connection with any such redemption right.Rights

~~Tendering~~We may require our public ~~Stock~~stockholders ~~Certificates~~seeking to exercise their redemption rights, whether they are record holders or hold their shares in ~~Connection~~“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 business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a ~~Tender~~beneficial ~~Offer~~holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or ~~Redemption~~up ~~Rights~~to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

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 business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.12

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

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or two business days prior to the date of the stockholder meeting set forth in our proxy materials, as applicable (unless we elect to allow additional withdrawal rights). Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

14Redemption of Public Shares and Liquidation if no Initial Business Combination

IfOur sponsor, officers and directors have agreed that we will have until August 24, 2023 (or such earlier date as determined by our board of directors) to complete our initial business combination. isIf we have not ~~approved~~completed our initial business combination by August 24, 2023 (or ~~completed~~such earlier date as determined by our board of directors) or within such time provided, we will: (i) cease all operations except for ~~any~~the ~~reason~~purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ ~~who~~rights ~~elected~~as stockholders (including the right to ~~exercise~~receive ~~their~~further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, ~~rights~~subject ~~would~~to ~~not~~the beapproval ~~entitled~~of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to ~~redeem~~our ~~their~~obligations ~~shares~~under ~~for~~Delaware ~~the~~law ~~applicable~~to ~~pro~~provide ~~rata~~for ~~share~~claims of creditors and the ~~trust~~requirements ~~account~~of other applicable law. InThere ~~such~~will ~~case~~be no redemption rights or liquidating distributions with respect to our warrants, wewhich will ~~promptly~~expire ~~return~~worthless ~~any~~if ~~certificates~~we ~~delivered~~fail to complete our initial business combination by ~~public~~August ~~holders~~24, ~~who~~2023 ~~elected~~(or tosuch ~~redeem~~earlier ~~their~~date ~~shares~~as determined by our board of directors).

IfOur sponsor, officers and ~~our~~directors ~~initial~~have ~~proposed~~entered ~~business~~into ~~combination~~a isletter ~~not~~agreement ~~completed~~with us, wepursuant ~~may~~to ~~continue~~which they have waived their rights to ~~try~~liquidating distributions from the trust account with respect to their founder shares if we fail to complete aour initial business combination ~~with~~prior ato ~~different~~August 24, ~~target~~2023 ~~until~~(or ~~November~~such 24earlier date as determined by our board of directors). However, ~~2022~~if our sponsor, officers and directors acquire public, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within such time period.

~~Redemption~~Our sponsor, officers and ofdirectors ~~Public~~have ~~Shares~~agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and ~~Liquidation~~restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if nowe ~~Initial~~do ~~Business~~not ~~Combination~~complete our initial business combination prior to August 24, 2023 (or such earlier date as determined by our board of directors) 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, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules).

~~Our sponsor,~~We ~~officers~~expect ~~and directors have agreed that we will have until November 24, 2022~~ to ~~complete~~use ~~our~~the ~~initial business combination. If~~amounts weheld ~~have~~outside ~~not~~the ~~completed~~trust ~~our~~account ~~initial~~($170,652 ~~business~~as ~~combination~~of byDecember ~~November 24~~31, 2022) orto ~~within~~pay ~~such~~for ~~time~~all ~~provided,~~costs weand ~~will:~~expenses ~~(i)~~associated ~~cease~~with ~~all~~implementing ~~operations~~our ~~except~~plan ~~for the purpose~~ of ~~winding~~dissolution, ~~up;~~as ~~(ii)~~well as ~~promptly~~payments asto ~~reasonably~~any ~~possible~~creditors, ~~but~~if we do not ~~more~~complete ~~than~~an ~~ten~~initial business ~~days~~combination ~~thereafter,~~prior ~~subject~~ to ~~lawfully~~August ~~available funds therefor~~24, 2023 ~~redeem~~(or ~~100%~~such ofearlier ~~the~~date ~~public~~as ~~shares,~~determined atby aour ~~per-share~~board ~~price~~of directors), ~~payable~~although inwe ~~cash,~~cannot ~~equal~~assure toyou ~~the~~that ~~aggregate amount~~there ~~then~~will onbe ~~deposit~~sufficient infunds for ~~the~~such ~~trust~~purpose. ~~account~~However, ~~including~~if ~~interest~~those ~~earned~~funds onare ~~the~~not ~~funds~~sufficient ~~held~~to incover the ~~trust~~costs ~~account~~ and ~~not~~expenses ~~previously~~associated ~~released to~~with usimplementing ~~to pay~~ our ~~taxes~~plan ~~(less up to $100,000~~ of ~~interest to pay~~ dissolution ~~expenses)~~, ~~divided~~to by the ~~number~~extent ofthat ~~then~~there ~~outstanding~~is ~~public shares,~~any ~~which~~interest ~~redemption~~accrued ~~will~~in ~~completely~~the ~~extinguish~~trust ~~public~~account ~~stockholders’~~not ~~rights~~required ~~as stockholders (including the right~~ to ~~receive further~~pay ~~liquidating distributions~~taxes, ifwe ~~any);~~may ~~and~~request ~~(iii) as promptly as reasonably possible following such redemption, subject to~~ the ~~approval~~trustee ~~of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case~~ to ~~our~~release ~~obligations under Delaware law~~ to ~~provide~~us ~~for~~an ~~claims~~additional ofamount ~~creditors and the requirements~~ of ~~other~~up ~~applicable law. There will be no redemption rights or liquidating distributions with respect~~ to ~~our warrants~~$100,000 ~~which~~of ~~will~~such ~~expire~~accrued ~~worthless~~interest ~~if we fail~~ to ~~complete~~pay ~~our~~those ~~initial~~costs ~~business~~and ~~combination by November 24, 2022~~expenses.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination prior to November 24, 2022. However, if our sponsor, officers and directors acquire public, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within such time period.13

~~Our sponsor,~~If ~~officers~~we ~~and~~were ~~directors~~to ~~have~~expend ~~agreed,~~all of ~~pursuant~~the tonet aproceeds ~~written~~of ~~agreement~~our ~~with~~initial ~~us,~~public ~~that~~offering ~~they~~and ~~will~~the ~~not~~sale ~~propose~~of ~~any~~the ~~amendment~~private toplacement ~~our amended~~warrants, ~~and~~other ~~restated~~than ~~certificate~~the ofproceeds ~~incorporation~~deposited in ~~(A)~~the totrust ~~modify~~account, ~~the~~and ~~substance~~without ortaking ~~timing~~into ofaccount ~~our~~interest, ~~obligation~~if toany, ~~allow~~earned ~~redemption~~on inthe ~~connection with~~trust ~~our~~account, ~~initial~~the ~~business~~per-share ~~combination~~redemption oramount received toby ~~redeem~~stockholders ~~100%~~upon of our ~~public~~dissolution ~~shares~~would ifbe weapproximately do$10.00. ~~not~~The ~~complete~~proceeds ~~our~~deposited ~~initial~~in ~~business~~the ~~combination~~trust ~~prior to~~account ~~November~~could, 24however, become ~~2022~~subject ~~or (B) with respect~~ to ~~any~~the ~~other~~claims ~~provision~~of ~~relating~~our tocreditors ~~stockholders’~~which ~~rights~~would orhave ~~pre-initial~~higher ~~business~~priority ~~combination activity,~~than ~~unless~~the weclaims ~~provide~~of our public stockholders. ~~with~~We ~~the~~cannot assure ~~opportunity~~you tothat ~~redeem~~the ~~their~~actual ~~shares~~per-share ofredemption ~~Class~~amount Areceived ~~common~~by ~~stock~~stockholders ~~upon~~will ~~approval of~~not ~~any~~be ~~such~~substantially ~~amendment~~less atthan a$10.00. ~~per-share~~Under ~~price,~~Section 281(b) ~~payable~~of inthe ~~cash~~DGCL, ~~equal~~our toplan ~~the~~of ~~aggregate~~dissolution ~~amount~~must ~~then~~provide onfor ~~deposit~~all inclaims ~~the~~against ~~trust~~us ~~account,~~to ~~including interest~~be ~~earned~~paid onin ~~the~~full ~~funds~~or ~~held~~make inprovision ~~the~~for ~~trust~~payments to ~~account~~be ~~and~~made ~~not~~in ~~previously~~full, ~~released~~as toapplicable, usif tothere ~~pay~~are ~~our~~sufficient ~~taxes,~~assets. ~~divided~~These byclaims ~~the~~must ~~number~~be ofpaid ~~then outstanding~~or ~~public~~provided ~~shares.~~for ~~However,~~before we ~~may~~make ~~not~~any ~~redeem~~distribution of our ~~public~~remaining ~~shares~~assets into anour ~~amount~~stockholders. ~~that~~While ~~would~~we ~~cause~~intend ~~our~~to ~~net~~pay ~~tangible~~such ~~assets~~amounts, toif beany, ~~less than~~we ~~$5,000,001~~cannot ~~(so~~assure you that we dowill ~~not~~have ~~then~~funds sufficient ~~become~~to ~~subject~~pay toor ~~the~~provide ~~SEC’s~~for ~~“penny~~all ~~stock”~~creditors’ ~~rules)~~claims.

~~We expect~~Although we seek to ~~use~~have all ~~the~~third ~~amounts~~parties, ~~held~~service ~~outside~~providers ~~the~~(other ~~trust~~than ~~account~~our ~~($961~~independent registered public accounting firm),~~602~~ asprospective oftarget ~~December~~businesses 31and other entities with which we do business execute agreements with us waiving any right, ~~2021)~~title, tointerest ~~pay~~or ~~for~~claim ~~all~~of ~~costs~~any ~~and~~kind ~~expenses~~in ~~associated~~or to ~~with~~any ~~implementing~~monies ~~our~~held ~~plan~~in the trust account for the benefit of ~~dissolution~~our public stockholders, assuch ~~well~~parties asmay ~~payments~~not toexecute ~~any~~such ~~creditors~~agreements, or even if wethey doexecute such agreements they may not ~~complete~~be anprevented ~~initial~~from ~~business~~bringing ~~combination prior~~claims toagainst ~~November~~the 24trust account, ~~2022~~including, ~~although~~but wenot ~~cannot~~limited to, ~~assure~~fraudulent ~~you~~inducement, ~~that~~breach ~~there~~of ~~will~~fiduciary beresponsibility ~~sufficient~~or ~~funds~~other ~~for~~similar ~~such~~claims, ~~purpose.~~as ~~However,~~well ifas ~~those~~claims ~~funds~~challenging the enforceability ~~are~~of ~~not~~the ~~sufficient~~waiver, toin ~~cover~~each ~~the~~case ~~costs~~in ~~and~~order ~~expenses~~to ~~associated~~gain advantage with ~~implementing~~respect ~~our~~to ~~plan~~a ofclaim ~~dissolution~~against our assets, toincluding the ~~extent~~funds ~~that~~held ~~there~~in isthe trust account. If any ~~interest~~third ~~accrued~~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 ~~required~~executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to ~~pay~~us ~~taxes,~~than any alternative. Examples of possible instances where we may ~~request~~engage a third party that refuses to execute a waiver include the ~~trustee~~engagement of a third-party consultant whose particular expertise or skills are believed by management to ~~release~~be significantly superior to usthose anof ~~additional~~other ~~amount~~consultants ofthat upwould agree to ~~$100~~execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. WithumSmith+Brown,~~000~~ PC, ofour ~~such~~independent ~~accrued~~registered ~~interest~~public accounting firm, did not execute agreements with us waiving such claims to ~~pay~~the ~~those~~monies ~~costs~~held ~~and~~in ~~expenses~~the trust account.

~~If we~~In ~~were~~addition, tothere ~~expend~~is ~~all~~no guarantee ofthat ~~the~~such ~~net~~entities ~~proceeds~~will ofagree ~~our~~to ~~initial~~waive ~~public~~any ~~offering~~claims ~~and~~they ~~the~~may ~~sale~~have ofin the ~~private~~future ~~placement~~as ~~warrants~~a result of, ~~other~~or ~~than~~arising ~~the~~out of, any negotiations, ~~proceeds~~contracts ~~deposited~~or inagreements with us and will not seek recourse against the trust account, ~~and~~for ~~without~~any ~~taking~~reason. ~~into~~Upon ~~account~~redemption ~~interest,~~of ifour ~~any~~public shares, if ~~earned~~we onhave not completed our initial business combination within the ~~trust~~prescribed ~~account~~time frame, or upon the ~~per-share redemption~~exercise ~~amount~~of ~~received~~a byredemption ~~stockholders~~right in ~~upon~~connection with our ~~dissolution~~initial ~~would~~business combination, we will be ~~approximately~~required ~~$10.00.~~to ~~The~~provide ~~proceeds~~for ~~deposited~~payment inof ~~the~~claims ~~trust~~of ~~account~~creditors that were not ~~could,~~waived ~~however,~~that ~~become~~may ~~subject~~be tobrought against us within the ~~claims~~10 ofyears ~~our~~following ~~creditors~~redemption. ~~which~~Our ~~would~~sponsor ~~have~~has ~~higher~~agreed ~~priority~~that ~~than~~it will be liable to us if and to the extent any claims ofby a third party (other than our ~~public~~independent ~~stockholders.~~auditors) for services rendered or products sold to us, or Wea ~~cannot~~prospective ~~assure~~target ~~you~~business ~~that~~with ~~the~~which ~~actual~~we ~~per-share~~have ~~redemption~~discussed ~~amount~~entering ~~received~~into bya ~~stockholders~~transaction ~~will~~agreement, ~~not~~reduce bethe ~~substantially~~amount ~~less~~of ~~than~~funds in the trust account to below (i) $10.00~~. Under~~ ~~Section~~per ~~281~~public share or (bii) ofsuch lesser amount per public share held in the ~~DGCL,~~trust ~~our~~account ~~plan~~as of ~~dissolution~~the ~~must~~date ~~provide~~of the ~~for~~liquidation ~~all~~of ~~claims~~the ~~against~~trust usaccount due to bereductions ~~paid~~in the value of the trust assets, in ~~full~~each orcase ~~make~~net ~~provision for~~of ~~payments~~the tointerest which may be withdrawn ~~made~~to inpay ~~full~~our taxes, except as ~~applicable,~~to ifany ~~there~~claims ~~are~~by ~~sufficient~~a ~~assets.~~third ~~These~~party ~~claims~~who ~~must~~executed bea ~~paid~~waiver orof ~~provided~~any ~~for~~and ~~before~~all werights ~~make~~to seek access to the trust account and except as to any ~~distribution~~claims ofunder our ~~remaining~~indemnity ~~assets~~of tothe underwriters of our ~~stockholders~~initial public offering against certain liabilities, including liabilities under the Securities Act. ~~While~~Moreover, wein ~~intend~~the event that an executed waiver is deemed to ~~pay~~be ~~such~~unenforceable ~~amounts~~against a third party, ifour sponsor will not be responsible to the extent of any, weliability ~~cannot~~for ~~assure~~such ~~you~~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 weare ~~will~~securities of our company. Our sponsor may not have sufficient funds ~~sufficient~~available to ~~pay~~satisfy those obligations. None of our officers or ~~provide~~directors will indemnify us for ~~all~~claims ~~creditors’~~by third parties including, without limitation, claims by third parties and prospective target businesses.

15In the event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share.

Although we seek to have all third parties, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. WithumSmith+Brown, PC, our independent registered public accounting firm, did not execute agreements with us waiving such claims to the monies held in the trust account.14

~~In addition,~~We ~~there is no guarantee that such entities~~ will ~~agree~~seek to ~~waive~~reduce ~~any claims they may have in~~ the ~~future as a result of, or arising~~ ~~out~~possibility ~~of,~~that ~~any~~our ~~negotiations,~~sponsor ~~contracts or agreements with us and~~ will ~~not~~have ~~seek~~to ~~recourse~~indemnify ~~against~~ the trust account ~~for~~due any reason. Upon redemption of our public shares, if we have not completed our initial business combination within the prescribed time frame, 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~~by ~~not~~endeavoring ~~waived that may be brought against us within the 10 years following redemption. Our sponsor has agreed that it will be liable~~ to ushave ifall ~~and to the extent any claims by a~~ third ~~party~~parties, service providers (other than our independent auditors) ~~for services rendered or products sold to us~~, ~~or a~~ prospective target ~~business~~businesses and other entities with which we ~~have~~do ~~discussed~~business ~~entering into a transaction agreement, reduce the amount of~~execute ~~funds~~agreements inwith ~~the~~us ~~trust~~waiving ~~account~~any toright, ~~below~~title, ~~(i)~~interest ~~$10.00 per public share~~ or ~~(ii)~~claim ~~such~~of ~~lesser~~any ~~amount~~kind ~~per~~in ~~public~~or ~~share~~to monies held in the trust account as. ofOur ~~the~~sponsor ~~date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest~~will ~~which~~also ~~may~~not be ~~withdrawn~~liable ~~to pay our taxes, except~~ as to any claims ~~by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims~~ under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. ~~Moreover,~~We inmay ~~the~~have ~~event~~access ~~that~~to anuse ~~executed~~the ~~waiver~~amounts isheld ~~deemed~~outside tothe betrust ~~unenforceable against~~account ~~a third party~~($170,652 ~~our~~as ~~sponsor~~of December ~~will~~31, ~~not~~2022) beto ~~responsible~~pay toany ~~the~~such ~~extent~~potential ofclaims ~~any~~(including ~~liability~~costs ~~for~~and ~~such~~expenses ~~third-party~~incurred ~~claims.~~in Weconnection ~~have~~with ~~not~~our ~~independently~~liquidation, currently ~~verified~~estimated ~~whether~~to ~~our~~be ~~sponsor~~no ~~has~~more ~~sufficient~~than ~~funds~~approximately to$100,000), ~~satisfy~~but ~~its~~these ~~indemnity~~amounts ~~obligations~~may ~~and~~be ~~believe~~spent ~~that~~on ~~our~~expenses ~~sponsor’s~~incurred ~~only~~as ~~assets are~~a ~~securities~~result of ~~our~~being a public company. ~~Our~~or ~~sponsor~~due ~~may~~diligence ~~not~~expenses ~~have~~on ~~sufficient~~prospective ~~funds~~business ~~available~~combination tocandidates. ~~satisfy~~In ~~those~~the ~~obligations.~~event ~~None~~that ofwe ~~our~~liquidate ~~officers or~~and ~~directors~~it ~~will~~is ~~indemnify~~subsequently determined usthat the reserve for claims byand ~~third~~liabilities ~~parties~~is ~~including~~insufficient, ~~without~~stockholders ~~limitation,~~who ~~claims~~received byfunds ~~third~~from ~~parties~~our ~~and~~trust ~~prospective~~account ~~target~~could ~~businesses~~be liable for claims made by creditors.

In Under the ~~event~~DGCL, ~~that~~stockholders may ~~the~~be ~~proceeds~~held inliable ~~the~~for ~~trust~~claims ~~account~~by ~~are~~third ~~reduced~~parties ~~below~~against ~~(i)~~a ~~$10.00~~corporation ~~per~~to ~~public~~the ~~share~~extent orof ~~(ii)~~distributions ~~such~~received ~~lesser~~by ~~amount~~them ~~per~~in ~~public~~a dissolution. ~~share~~The ~~held~~pro inrata ~~the~~portion of our trust account asdistributed ofto ~~the~~our ~~date~~public ofstockholders upon the ~~liquidation~~redemption of ~~the~~our ~~trust~~public ~~account~~shares ~~due~~in tothe ~~reductions~~event we indo ~~the~~not ~~value~~complete ofour ~~the~~initial ~~trust~~business ~~assets~~combination by August 24, in ~~each~~2023 ~~case~~(or ~~net~~such ofearlier ~~the~~date ~~interest~~as ~~which~~determined by our board of directors) may be ~~withdrawn~~considered toa ~~pay~~liquidating ~~our~~distribution ~~taxes,~~under ~~and~~Delaware ~~our~~law. ~~sponsor~~If ~~asserts~~the ~~that~~corporation itcomplies iswith ~~unable~~certain toprocedures ~~satisfy~~set ~~its~~forth ~~indemnification~~in Section ~~obligations~~280 orof the DGCL intended to ensure that it ~~has~~makes noreasonable ~~indemnification~~provision ~~obligations~~for ~~related~~all toclaims aagainst ~~particular claim~~it, ~~our~~including ~~independent~~a ~~directors~~60-day ~~would~~notice ~~determine~~period ~~whether~~during towhich ~~take~~any ~~legal~~third-party ~~action~~claims ~~against~~can ~~our~~be ~~sponsor~~brought toagainst ~~enforce~~the ~~its~~corporation, ~~indemnification~~a ~~obligations.~~90-day ~~While~~period weduring ~~currently~~which ~~expect~~the ~~that~~corporation ~~our~~may ~~independent~~reject ~~directors~~any claims ~~would~~brought, ~~take~~and ~~legal~~an ~~action~~additional on150-day ~~our~~waiting ~~behalf~~period ~~against~~before ~~our~~any ~~sponsor~~liquidating todistributions ~~enforce~~are ~~its~~made ~~indemnification obligations~~ to usstockholders, itany isliability ~~possible~~of ~~that~~stockholders with ~~our~~respect ~~independent directors~~to ina ~~exercising~~liquidating ~~their~~distribution ~~business~~is ~~judgment~~limited ~~may~~to ~~choose~~the ~~not~~lesser toof dosuch sostockholder’s inpro ~~any~~rata ~~particular~~share ~~instance.~~of ~~Accordingly,~~the weclaim ~~cannot~~or ~~assure~~the ~~you~~amount ~~that~~distributed ~~due~~ to ~~claims~~the ofstockholder, ~~creditors~~and ~~the~~any ~~actual~~liability ~~value~~ of the ~~per-share~~stockholder ~~redemption~~would ~~price~~be ~~will~~barred ~~not~~after bethe ~~substantially~~third ~~less~~anniversary ~~than~~of ~~$10.00~~the ~~per share~~dissolution.

~~We will~~Furthermore, ~~seek~~if ~~to reduce~~ the ~~possibility~~pro rata ~~that~~portion of our ~~sponsor~~trust ~~will~~account ~~have~~distributed to ~~indemnify~~our public stockholders upon the ~~trust~~redemption ~~account~~of ~~due~~our topublic ~~claims~~shares ofin ~~creditors~~the byevent ~~endeavoring~~we do tonot ~~have~~complete ~~all~~our ~~third~~initial ~~parties,~~business ~~service~~combination ~~providers~~by August 24, 2023 (~~other~~or ~~than~~such earlier date as determined by our ~~independent~~board ~~auditors~~of directors), ~~prospective~~is ~~target~~not considered ~~businesses~~a ~~and~~liquidating ~~other~~distribution ~~entities with~~under ~~which~~Delaware welaw doand ~~business~~such ~~execute~~redemption ~~agreements~~distribution ~~with~~is usdeemed ~~waiving~~to ~~any~~be ~~right~~unlawful, ~~title~~then pursuant to Section 174 of the DGCL, ~~interest~~the orstatute ~~claim~~of limitations for claims of ~~any~~creditors ~~kind~~could inthen orbe tosix ~~monies~~years ~~held~~after inthe unlawful redemption distribution, instead of three years, as in the ~~trust~~case ~~account.~~of ~~Our~~a ~~sponsor~~liquidating ~~will~~distribution. ~~also~~If we have not becompleted ~~liable~~our asinitial tobusiness ~~any~~combination ~~claims~~by ~~under~~August 24, 2023 (or such earlier date as determined by our ~~indemnity~~board of directors), we will: (i) cease all operations except for the ~~underwriters~~purpose of winding ~~our~~up; ~~initial~~(ii) ~~public offering~~as ~~against~~promptly ~~certain~~as ~~liabilities,~~reasonably ~~including~~possible ~~liabilities~~but ~~under~~not ~~the~~more ~~Securities~~than ~~Act.~~ten Webusiness ~~may~~days ~~have~~thereafter, ~~access~~subject to ~~use~~lawfully ~~the~~available ~~amounts~~funds therefor, ~~held~~redeem ~~outside the~~100% ~~trust~~of ~~account~~the ~~($961~~public shares,~~602~~ asat ofa ~~December~~per-share 31price, ~~2021)~~payable in cash, equal to ~~pay~~the ~~any~~aggregate ~~such~~amount ~~potential~~then ~~claims~~on (deposit in the trust account, including ~~costs~~interest ~~and~~earned ~~expenses~~on ~~incurred~~the funds held in ~~connection with~~the ~~our~~trust ~~liquidation,~~account ~~currently~~and ~~estimated~~not previously released to beus noto ~~more~~pay ~~than~~our ~~approximately~~taxes (less up to $100,000 of interest to pay dissolution expenses), ~~but~~divided ~~these~~by ~~amounts~~the ~~may~~number beof ~~spent~~then onoutstanding ~~expenses~~public ~~incurred~~shares, which redemption will completely extinguish public stockholders’ rights as astockholders ~~result~~(including ofthe ~~being~~right ato ~~public~~receive ~~company~~further orliquidating ~~due~~distributions, if ~~diligence~~any); ~~expenses~~and on(iii) ~~prospective~~as ~~business~~promptly ~~combination~~as ~~candidates.~~reasonably Inpossible following such redemption, subject to the ~~event~~approval ~~that~~of weour remaining stockholders ~~liquidate~~and our board of directors, dissolve and itliquidate, issubject ~~subsequently~~in ~~determined~~each ~~that~~case ~~the~~to ~~reserve~~our obligations under Delaware law to provide for claims of creditors and ~~liabilities~~the isrequirements ~~insufficient~~of other applicable law. Accordingly, ~~stockholders~~it ~~who~~is ~~received~~our ~~funds~~intention to redeem our public shares as soon as reasonably ~~from~~possible following August 24, 2023 (or such earlier date as determined by our ~~trust~~board ~~account~~of directors) and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims ~~made~~to the extent of distributions received by ~~creditors~~them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

16Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by November 24, 2022 may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.15

~~Furthermore, if~~If ~~the~~we ~~pro~~file ~~rata~~a ~~portion~~bankruptcy petition ofor ~~our~~an ~~trust~~involuntary ~~account~~bankruptcy ~~distributed~~petition tois ~~our~~filed ~~public~~against ~~stockholders~~us ~~upon~~that ~~the~~is ~~redemption~~not ofdismissed, ~~our~~the ~~public~~proceeds ~~shares~~held in the ~~event we~~trust doaccount ~~not~~could be ~~complete~~subject ~~our~~to ~~initial~~applicable ~~business~~bankruptcy ~~combination by November 24~~law, ~~2022,~~and ismay ~~not~~be ~~considered~~included ain ~~liquidating~~our ~~distribution~~bankruptcy ~~under~~estate ~~Delaware law~~ and ~~such~~subject ~~redemption distribution is deemed~~ to ~~be unlawful, then pursuant to Section 174 of~~ the ~~DGCL, the statute of limitations for~~ claims of ~~creditors~~third ~~could~~parties ~~then~~with priority beover ~~six years after~~ the ~~unlawful~~claims ~~redemption distribution, instead~~ of ~~three~~our ~~years,~~stockholders. asTo in the ~~case~~extent ofany abankruptcy ~~liquidating distribution.~~claims Ifdeplete wethe ~~have~~trust ~~not completed our initial business combination by November 24~~account, ~~2022,~~ we ~~will:~~cannot ~~(i)~~assure ~~cease~~you ~~all operations except~~we ~~for~~will ~~the~~be ~~purpose~~able ofto ~~winding~~return ~~up;~~$10.00 ~~(ii)~~per asshare ~~promptly as reasonably possible but not more than ten business days thereafter, subject~~ to ~~lawfully available~~our ~~funds therefor, redeem 100% of the~~ public ~~shares,~~stockholders. ~~at a per-share price~~Additionally, ~~payable~~if inwe ~~cash,~~file ~~equal~~a tobankruptcy ~~the~~petition ~~aggregate~~or ~~amount~~an ~~then~~involuntary onbankruptcy ~~deposit~~petition inis ~~the~~filed ~~trust~~against ~~account,~~us ~~including~~that ~~interest~~is ~~earned on the funds held in the trust account and~~ not ~~previously released to us to pay our taxes (less up to $100~~dismissed,~~000~~ ofany ~~interest~~distributions toreceived ~~pay dissolution expenses), divided~~ by ~~the~~stockholders ~~number~~could ofbe ~~then~~viewed ~~outstanding~~under ~~public shares,~~applicable ~~which~~debtor/creditor ~~redemption~~and/or ~~will~~bankruptcy ~~completely~~laws ~~extinguish~~as ~~public~~either ~~stockholders’~~a ~~rights~~“preferential astransfer” ~~stockholders~~or ~~(including~~a ~~the~~“fraudulent ~~right~~conveyance.” toAs ~~receive further~~a ~~liquidating distributions~~result, ifa ~~any);~~bankruptcy ~~and~~court ~~(iii)~~could asseek ~~promptly~~to asrecover ~~reasonably~~some ~~possible~~or ~~following~~all ~~such~~amounts ~~redemption,~~received ~~subject~~by ~~to the approval of~~ our ~~remaining~~ stockholders. ~~and~~Furthermore, our board ofmay ~~directors,~~be ~~dissolve~~viewed as ~~and~~having ~~liquidate,~~breached ~~subject~~its infiduciary ~~each~~duty ~~case~~ to our ~~obligations under Delaware law to provide for claims of~~ creditors and/or ~~the~~may ~~requirements~~have ofacted ~~other~~in ~~applicable~~bad ~~law. Accordingly~~faith, itand isthereby ~~our~~exposing ~~intention~~itself toand ~~redeem~~ our ~~public~~company ~~shares~~to asclaims ~~soon~~of aspunitive ~~reasonably possible following November 24~~damages, ~~2022~~by ~~and,~~paying ~~therefore,~~public ~~we do not intend to comply with those procedures. As such, our~~ stockholders ~~could~~from ~~potentially~~the betrust ~~liable~~account ~~for~~prior ~~any claims~~ to addressing the ~~extent~~claims of ~~distributions~~creditors. ~~received~~We ~~by them (but no more) and any~~cannot ~~liability~~assure ofyou ~~our~~that ~~stockholders~~claims ~~may~~will ~~extend~~not ~~well~~be ~~beyond~~brought ~~the~~against ~~third~~us ~~anniversary~~for ofthese ~~such date~~reasons.

~~Because we~~Our public stockholders will ~~not~~ be ~~complying~~entitled ~~with~~to ~~Section~~receive ~~280,~~funds ~~Section~~from ~~281(b) of~~ the ~~DGCL~~trust ~~requires~~account usonly toupon ~~adopt~~the aearliest ~~plan, based on facts known~~ to usoccur atof: ~~such time~~(i) ~~that~~the ~~will~~completion ~~provide~~of ~~for~~ our ~~payment~~initial ofbusiness combination, ~~all existing~~ and ~~pending~~then ~~claims~~only orin ~~claims~~connection ~~that~~with ~~may~~those bepublic ~~potentially~~shares ~~brought~~that ~~against~~such usstockholder ~~within the~~properly ~~subsequent~~elected 10to ~~years. However~~redeem, ~~because~~subject weto ~~are~~the alimitations described ~~blank~~herein; ~~check~~(ii) ~~company,~~the ~~rather~~redemption ~~than~~of anany ~~operating~~public ~~company,~~shares ~~and~~properly ~~our~~submitted ~~operations~~in ~~will~~connection ~~be limited~~with toa ~~searching~~stockholder ~~for~~vote ~~prospective target businesses~~ to ~~acquire,~~amend ~~the~~our ~~only~~amended and ~~likely~~restated ~~claims~~certificate toof ~~arise~~incorporation ~~would be from our vendors~~ (~~such~~A) ~~as lawyers,~~to ~~investment~~modify ~~bankers,~~the ~~etc.)~~substance or ~~prospective~~timing ~~target~~of ~~businesses.~~our Asobligation ~~described above, pursuant~~ to ~~the~~allow ~~obligation~~redemption ~~contained~~ in ~~our~~connection with ~~underwriting~~our ~~agreement,~~initial webusiness ~~will~~combination ~~seek~~or to ~~have~~redeem ~~all~~100% ~~vendors,~~of ~~service providers (other than~~ our ~~independent~~public ~~auditors),~~shares ~~prospective~~if ~~target businesses or other entities with which~~ we do ~~business~~not ~~execute~~complete ~~agreements~~our ~~with~~initial usbusiness ~~waiving~~combination ~~any~~by ~~right~~August 24, ~~title,~~2023 ~~interest~~ (or ~~claim~~such ofearlier ~~any kind~~date inas ordetermined toby ~~any~~our ~~monies~~board ~~held in the trust account. As a result~~ of ~~this~~directors) ~~obligation,~~or ~~the~~(B) ~~claims~~with ~~that~~respect ~~could~~to beany ~~made~~other ~~against~~provision usrelating ~~are~~to ~~significantly~~stockholders’ ~~limited~~rights ~~and~~or ~~the~~pre-initial ~~likelihood~~business ~~that~~combination ~~any~~activity; ~~claim~~and ~~that~~(iii) ~~would~~the ~~result~~redemption inof ~~any~~all ~~liability~~of ~~extending~~our topublic ~~the~~shares ~~trust~~if ~~account~~we ishave ~~remote.~~not ~~Further,~~completed our ~~sponsor~~ ~~may~~initial bebusiness ~~liable~~combination ~~only~~by toAugust ~~the~~24, ~~extent~~2023 ~~necessary~~(or tosuch ~~ensure~~earlier ~~that~~date ~~the~~as ~~amounts~~determined inby ~~the~~our ~~trust~~board ~~account~~of ~~are not reduced below (i~~directors), ~~$10.00~~subject ~~per~~to ~~public~~applicable ~~share~~law orand ~~(ii)~~as ~~such~~further ~~lesser~~described ~~amount~~herein. ~~per~~In ~~public~~no ~~share~~other ~~held~~circumstances inwill ~~the~~a ~~trust~~stockholder ~~account~~have asany ofright ~~the~~or ~~date~~interest of ~~the~~any ~~liquidation~~kind ~~of the trust account, due~~ to ~~reductions~~or in ~~value of~~ the trust ~~assets,~~account. inIn ~~each case net of~~ the ~~amount~~event ofwe ~~interest~~seek ~~withdrawn~~stockholder toapproval ~~pay~~in ~~taxes~~connection ~~and~~with ~~will not be liable as to any claims under~~ our ~~indemnity of the underwriters of our~~ initial ~~public~~business ~~offering~~combination, ~~against~~a ~~certain~~stockholder’s ~~liabilities,~~voting in ~~including~~connection ~~liabilities under~~with the ~~Securities~~business ~~Act.~~combination Inalone ~~the~~will ~~event~~not ~~that~~result anin ~~executed~~a ~~waiver~~stockholder’s isredeeming ~~deemed~~its shares to beus ~~unenforceable~~for ~~against~~an aapplicable pro ~~third~~rata ~~party,~~share ~~our~~of ~~sponsor~~the ~~will not~~trust beaccount. ~~responsible~~Such tostockholder ~~the~~must ~~extent~~have ofalso ~~any~~exercised ~~liability~~its ~~for~~redemption ~~such~~rights ~~third-party~~described ~~claims~~above.

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

17In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these entities are well-established and have extensive experience identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Moreover, many of these competitors possess greater financial, technical, human and other resources or more local industry knowledge than we do. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Our public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) the completion of our initial business combination, and then only in connection with those public shares that such stockholder properly elected to redeem, subject to the limitations described herein; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by November 24, 2022 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) the redemption of all of our public shares if we have not completed our initial business combination by November 24, 2022, subject to applicable law and as further described herein. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above.16

~~Competition~~Indemnity

InOur sponsor has agreed that ~~identifying,~~it ~~evaluating~~will ~~and~~be ~~selecting~~liable ato ~~target~~us ~~business~~if ~~for~~and ~~our~~to ~~initial~~the ~~business~~extent ~~combination,~~any weclaims ~~may~~by ~~encounter~~a ~~intense~~third ~~competition~~party ~~from~~ (other ~~entities~~than ~~having~~our aindependent ~~business~~auditors) ~~objective~~for ~~similar~~services rendered or products sold to ~~ours~~us, ~~including~~or ~~private~~a ~~investors~~prospective (target business with which ~~may~~we behave ~~individuals~~discussed orentering ~~investment~~into ~~partnerships)~~a transaction agreement, reduce the ~~other~~amount ~~blank~~of ~~check~~funds ~~companies~~in ~~and~~the ~~other~~trust ~~entities,~~account ~~domestic~~to ~~and~~below ~~international,~~(i) ~~competing~~$10.00 ~~for~~per ~~the~~public ~~types~~share ofor ~~businesses~~(ii) wesuch ~~intend~~lesser toamount ~~acquire.~~per public share held in the trust ~~Many~~account as of ~~these~~the ~~entities~~date ~~are~~of ~~well-established~~the ~~and~~liquidation ~~have~~of ~~extensive~~the ~~experience~~trust ~~identifying~~account ~~and~~due ~~effecting,~~to ~~directly~~reductions orin ~~indirectly,~~the ~~acquisitions~~ value of ~~companies~~the ~~operating~~trust assets, in oreach ~~providing~~case ~~services~~net of the interest which may be withdrawn to ~~various~~pay ~~industries.~~our ~~Moreover~~taxes, ~~many~~except ofas ~~these~~to ~~competitors~~any ~~possess~~claims ~~greater~~by ~~financial,~~a third party who executed a waiver of any and all rights ~~technical,~~to ~~human~~seek access to the trust account and ~~other~~except ~~resources~~as orto ~~more~~any ~~local~~claims ~~industry~~under ~~knowledge~~our ~~than~~indemnity weof dothe underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. ~~Our~~Moreover, ~~ability~~in tothe ~~acquire~~event ~~larger~~that ~~target~~an ~~businesses~~executed ~~will~~waiver is deemed to be ~~limited~~unenforceable byagainst a third party, our ~~available~~sponsor ~~financial~~will ~~resources.~~not ~~This~~be ~~inherent~~responsible ~~competitive~~to ~~limitation~~the ~~gives~~extent ~~others~~of anany ~~advantage~~liability infor ~~pursuing~~such ~~the~~third-party ~~acquisition~~claims. ofWe ~~certain~~have ~~target~~not ~~business.~~independently ~~Furthermore,~~verified whether our ~~obligation~~sponsor has sufficient funds to ~~pay~~satisfy ~~cash~~its inindemnity ~~connection~~obligations ~~with~~and believe that our sponsor’s ~~public~~only ~~stockholders~~assets ~~who~~are ~~exercise~~securities ~~their~~of ~~redemption rights~~our company and, therefore, our sponsor may ~~reduce~~not ~~the~~be ~~resources~~able ~~available~~to satisfy those obligations. We have not asked our sponsor to usreserve for ~~our~~such ~~initial~~eventuality. ~~business~~We ~~combination~~believe ~~and~~the likelihood of our ~~outstanding~~sponsor ~~warrants,~~having ~~and~~to indemnify the ~~future~~trust ~~dilution~~account ~~they~~is ~~potentially~~limited ~~represent~~because we will endeavor to have all third parties, ~~may~~service ~~not~~providers be(other ~~viewed~~than ~~favorably~~our byindependent ~~certain~~auditors), ~~target~~prospective target businesses. ~~Either~~and ofother ~~these~~entities ~~factors~~with ~~may~~which ~~place~~we do business execute agreements with us atwaiving aany ~~competitive~~right, title, interest or claim of any ~~disadvantage~~kind in ~~successfully~~or ~~negotiating~~to anmonies ~~initial~~held ~~business~~in ~~combination~~the trust account.

~~Indemnity~~Employees

~~Our sponsor~~We ~~has~~have ~~agreed~~two ~~that~~officers ~~it will be liable to us if~~ and ~~to the extent any claims by a third party (other than our independent auditors)~~ ~~for~~do ~~services~~not ~~rendered~~intend ~~or products sold~~ to ~~us, or a prospective target business with which we~~ have ~~discussed~~any ~~entering~~full-time ~~into~~employees aprior ~~transaction agreement,~~to ~~reduce~~ the ~~amount~~completion of ~~funds~~our ininitial ~~the~~business ~~trust account to below (i) $10~~combination.00 ~~per~~Members ~~public~~of ~~share~~our ~~or (ii) such lesser amount per public~~management ~~share~~team ~~held~~are innot ~~the~~obligated ~~trust account as of the date of the liquidation of the trust account due~~ to ~~reductions~~devote inany ~~the~~specific ~~value~~number of ~~the~~hours ~~trust assets, in each case net of the interest which may be withdrawn~~ to ~~pay~~ our ~~taxes,~~matters ~~except~~but asthey tointend ~~any claims by a third party who executed a waiver of any and all rights~~ to ~~seek~~devote ~~access to the trust account and except~~ as tomuch ~~any claims under our indemnity~~ of ~~the~~their ~~underwriters~~time ofas ~~our~~they ~~initial~~deem ~~public~~necessary ~~offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed~~ to ~~be unenforceable against a third party,~~ our ~~sponsor~~affairs ~~will~~until ~~not~~we ~~be responsible to the extent of any liability for such third-party claims. We~~ have ~~not~~completed ~~independently verified whether~~ our ~~sponsor~~initial ~~has~~business ~~sufficient~~combination. ~~funds~~The toamount ~~satisfy~~of ~~its~~time ~~indemnity obligations and believe~~ that ~~our~~members ~~sponsor’s only assets are securities~~ of our ~~company and, therefore, our sponsor may not be able to satisfy~~management ~~those~~will ~~obligations.~~devote Wein ~~have~~any ~~not~~time ~~asked~~period ~~our sponsor to reserve for such eventuality. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we~~ will ~~endeavor~~vary tobased ~~have~~on ~~all~~whether ~~third~~a ~~parties, service providers (other than our independent auditors), prospective~~ target ~~businesses~~business ~~and~~has ~~other~~been ~~entities~~selected ~~with~~for ~~which~~our weinitial do business ~~execute~~combination ~~agreements with us waiving any right, title,~~and ~~interest~~the orcurrent ~~claim~~stage of ~~any kind in or to monies held in~~ the ~~trust~~business ~~account~~combination process.

~~Employees~~Periodic Reporting and Financial Information

We ~~have~~ ~~one officer and do not intend to~~ have ~~any~~registered ~~full-time employees prior to the completion of~~ our ~~initial business combination. Members~~units, ofClass ~~our~~A ~~management~~common ~~team~~stock ~~are~~and ~~not~~warrants ~~obligated~~under tothe ~~devote~~Exchange ~~any~~Act ~~specific~~and ~~number~~have ofreporting ~~hours~~obligations, toincluding ~~our~~the ~~matters~~requirement ~~but~~that ~~they~~we ~~intend~~file ~~to devote as much of their~~annual, ~~time~~quarterly asand ~~they~~current ~~deem~~reports ~~necessary~~with tothe ~~our~~SEC. ~~affairs~~In ~~until~~accordance wewith ~~have~~the ~~completed~~requirements ~~our initial business combination. The amount~~ of ~~time~~the ~~that~~Exchange ~~members of~~Act, our ~~management~~annual reports will ~~devote~~contain financial instatements ~~any~~audited ~~time~~and ~~period~~reported ~~will vary based~~ on ~~whether~~by ~~a target business has been selected for~~ our ~~initial~~independent ~~business combination~~registered ~~and~~public ~~the~~accounting ~~current stage of the business combination process~~firm.

18We will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance with, or be reconciled to, U.S. GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

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

We have registered our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accounting firm.17

We ~~will~~ ~~provide~~filed ~~stockholders~~a ~~with~~Registration Statement ~~audited~~on ~~financial~~Form ~~statements~~8-A ofwith the ~~prospective~~SEC ~~target~~to ~~business~~voluntarily asregister ~~part~~our ofsecurities ~~the~~under ~~tender~~Section ~~offer~~12 ~~materials or~~of ~~proxy solicitation materials sent to stockholders to assist them in assessing~~ the ~~target~~Exchange ~~business~~Act. ~~These~~As ~~financial~~a ~~statements may be required to be prepared in accordance with~~result, orwe beare ~~reconciled~~ subject to, ~~U.S. GAAP or IFRS, depending on~~ the ~~circumstances~~rules and ~~the~~regulations ~~historical financial~~promulgated ~~statements~~under ~~may be required to be audited in accordance with~~ the ~~PCAOB~~Exchange Act. ~~These~~We ~~financial~~have ~~statement~~no ~~requirements~~current ~~may~~intention ~~limit the pool~~ of ~~potential~~filing ~~target~~a ~~businesses~~Form we15 ~~may acquire because some targets may be unable~~ to ~~provide~~suspend ~~such~~our ~~statements in time for us to disclose~~reporting ~~such~~or ~~statements~~other inobligations ~~accordance~~under ~~with federal proxy rules and complete our initial business combination within~~ the ~~prescribed~~Exchange ~~time~~Act ~~frame. While~~prior ~~this~~or ~~may~~subsequent ~~limit~~to the ~~pool~~consummation of ~~potential~~our initial business combination ~~candidates, we do not believe that this limitation will be material~~.

We are ~~required~~an to“emerging growth ~~evaluate~~company,” ~~our~~as ~~internal~~defined ~~control~~in ~~procedures~~Section ~~for~~2(a) of the ~~fiscal~~Securities ~~year ended December 31~~Act, ~~2021~~ as ~~required~~modified by the ~~Sarbanes-Oxley~~ JOBS Act. ~~Only~~As insuch, ~~the event~~ we are ~~deemed~~eligible to betake advantage aof ~~large~~certain ~~accelerated~~exemptions ~~filer~~from orvarious anreporting ~~accelerated~~requirements ~~filer~~that ~~and~~are noapplicable ~~longer~~to ~~qualify~~other aspublic ancompanies ~~emerging~~that ~~growth~~are not “emerging ~~company~~growth companies” including, ~~will~~but wenot belimited to, not being required to comply with the ~~independent~~auditor ~~registered~~attestation ~~public~~requirements ~~accounting~~of ~~firm~~Section 404 ~~attestation~~of ~~requirement~~the onSarbanes-Oxley ~~our~~Act, ~~internal control~~reduced ~~over~~disclosure ~~financial~~obligations ~~reporting.~~regarding Aexecutive ~~target~~compensation ~~business~~in ~~may~~our ~~not~~periodic bereports inand ~~compliance~~proxy ~~with~~statements, and exemptions from the ~~provisions~~requirements of ~~the~~holding ~~Sarbanes~~a non-~~Oxley~~binding ~~Act~~advisory ~~regarding adequacy~~vote ofon ~~their~~executive ~~internal~~compensation ~~controls.~~and ~~The~~stockholder ~~development~~approval of ~~the~~any golden ~~internal~~parachute ~~controls~~payments ofnot ~~any~~previously ~~such~~approved. ~~entity~~If tosome ~~achieve~~investors ~~compliance~~find ~~with~~our ~~the~~securities ~~Sarbanes-Oxley Act~~less attractive as a result, there may ~~increase~~be ~~the~~a less ~~time~~active trading market for our securities and ~~costs~~the ~~necessary~~prices toof ~~complete~~our ~~any~~securities ~~such~~may ~~acquisition~~be more volatile.

~~We filed~~In aaddition, ~~Registration~~Section ~~Statement~~107 of onthe ~~Form~~JOBS ~~8-A~~Act ~~with~~also ~~the~~provides ~~SEC~~that toan ~~voluntarily~~“emerging ~~register~~growth ~~our~~company” ~~securities~~can ~~under~~take ~~Section~~advantage 12 of the ~~Exchange~~extended ~~Act. As~~transition aperiod ~~result,~~provided in weSection ~~are~~7(a)(2)(B) ~~subject~~of to the ~~rules~~Securities ~~and~~Act ~~regulations~~for ~~promulgated~~complying ~~under~~with ~~the~~new ~~Exchange~~or ~~Act~~revised accounting standards. WeIn ~~have~~other nowords, ~~current~~an ~~intention~~“emerging growth ofcompany” ~~filing~~can ~~a Form~~delay 15the toadoption ~~suspend~~of ~~our~~certain ~~reporting~~accounting orstandards ~~other~~until ~~obligations~~those ~~under~~standards ~~the~~would ~~Exchange~~otherwise ~~Act~~apply ~~prior~~to orprivate ~~subsequent~~companies. We intend to take advantage of the ~~consummation~~benefits of ~~our~~this ~~initial~~extended ~~business combination~~transition period.

We ~~are~~ will remain an “emerging growth company,” asuntil ~~defined~~the inearlier ~~Section~~of 2(a1) of the ~~Securities~~last ~~Act,~~day asof ~~modified~~the byfiscal ~~the~~year ~~JOBS~~(a) ~~Act.~~following AsNovember ~~such~~24, we ~~are~~2025, ~~eligible~~(b) toin ~~take~~which ~~advantage~~we ofhave ~~certain~~total ~~exemptions~~annual gross ~~from~~revenue ~~various~~of ~~reporting~~at ~~requirements~~least ~~that~~$1.235 ~~are~~billion, ~~applicable~~or to(c) ~~other~~in ~~public~~which ~~companies that~~we are ~~not~~deemed ~~“emerging~~to ~~growth~~be ~~companies”~~a ~~including,~~large ~~but~~accelerated ~~not limited to~~filer, ~~not~~which ~~being~~means ~~required to comply with~~ the ~~auditor~~market ~~attestation~~value ~~requirements~~ of ~~Section~~our ~~404~~common ofstock ~~the~~that ~~Sarbanes-Oxley~~is ~~Act,~~held ~~reduced~~by ~~disclosure~~non-affiliates ~~obligations~~exceeds ~~regarding~~$700 ~~executive~~million ~~compensation~~as inof ~~our~~the ~~periodic reports~~prior ~~and~~June ~~proxy statements~~30th, and ~~exemptions~~(2) ~~from~~ the ~~requirements~~date ~~of holding a non-binding advisory vote~~ on ~~executive~~which ~~compensation~~we ~~and~~have ~~stockholder~~issued ~~approval~~more ofthan ~~any golden parachute payments not previously approved~~$1.0 Ifbillion ~~some~~in ~~investors~~non-convertible ~~find~~debt ~~our~~ securities ~~less~~during ~~attractive as a result, there may be a less active trading market for our securities and~~ the ~~prices~~prior ofthree-year ~~our securities may be more volatile~~period.

~~In addition~~Additionally, ~~Section~~we ~~107~~are ofa ~~the~~“smaller reporting ~~JOBS~~company” ~~Act~~as ~~also~~defined ~~provides~~in ~~that~~Item an10(f)(1) ~~“emerging~~of ~~growth~~Regulation ~~company”~~S-K. ~~can~~Smaller reporting companies may take advantage of ~~the~~certain ~~extended~~reduced ~~transition~~disclosure ~~period~~obligations, ~~provided~~including, inamong ~~Section~~other ~~7(a)(2)(B)~~things, providing only two years of ~~the~~audited ~~Securities~~financial ~~Act~~statements. ~~for~~We ~~complying~~will ~~with~~remain ~~new~~a orsmaller reporting ~~revised~~company ~~accounting~~until ~~standards.~~the Inlast ~~other words,~~day anof ~~“emerging~~the ~~growth~~fiscal ~~company”~~year ~~can~~in ~~delay~~which (1) the ~~adoption~~market value of ~~certain~~our ~~accounting~~common ~~standards~~stock ~~until~~that ~~those~~is ~~standards~~held ~~would~~by ~~otherwise~~non-affiliates ~~apply~~exceeds to$250 ~~private~~million ~~companies.~~as Weof ~~intend~~the toprior ~~take~~June ~~advantage~~30th, ofor (2) our annual revenues exceeded $100 million during such completed fiscal year and the ~~benefits~~market value of ~~this~~our ~~extended~~common ~~transition~~stock ~~period~~that is held by non-affiliates exceeds $700 million as of the prior June 30th.

~~We will~~ITEM ~~remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following November 24, 2025, (b) in which we have total annual gross revenue of at least $1~~1A.07 ~~billion,~~RISK or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.FACTORS

~~Additionally, we~~As ~~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.~~ Wewe ~~will~~are ~~remain~~not arequired ~~smaller~~to ~~reporting~~include ~~company~~risk ~~until~~factors ~~the last day of the fiscal year~~ in ~~which~~this ~~(1)~~annual ~~the~~report. ~~market~~However, ~~value~~below ~~of our common stock that~~ is ~~held~~a bypartial ~~non-affiliates~~list ~~exceeds $250 million as~~ of ~~the~~material ~~prior June 30th~~risks, ~~or (2) our annual revenues exceeded $100 million during such~~uncertainties ~~completed fiscal year~~ and ~~the~~other ~~market~~factors ~~value of our common stock~~ that iscould ~~held~~have bya ~~non-affiliates~~material ~~exceeds~~effect ~~$700~~on ~~million~~the ascompany ofand ~~the~~its ~~prior June 30th.~~operations:

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

~~ITEM 1A.~~● ~~RISK~~our ~~FACTORS~~ability to identify a target and to consummate an initial business combination may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine; ● our ability to complete our initial business combination; ● if the funds held outside of our trust account are insufficient to allow us to operate until at least August 24, 2023 (or such earlier date as determined by our board of directors), our ability to fund our search for a target business or businesses or complete an initial business combination may be adversely affected;

As a smaller reporting company, we are not required to include risk factors in this annual report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the company and its operations:18

● our ~~ability~~expectations toaround ~~select~~the anperformance ~~appropriate~~of a prospective target business or businesses;

● our ~~ability~~success ~~to identify a target and to consummate an initial business combination may be adversely affected by economic uncertainty and volatility~~ in ~~the~~retaining ~~financial~~or ~~markets~~recruiting, ~~including~~or aschanges arequired ~~result of the military conflict~~ in, ~~Ukraine; ●~~ our ~~ability to complete our initial business combination; ● if the funds held outside of our trust account are insufficient to allow us to operate until at least November 24~~officers, ~~2022,~~key ~~our~~employees ~~ability~~or todirectors ~~fund~~following our ~~search for a target business or businesses or complete an~~ initial business combination ~~may be adversely affected~~;

● our ~~expectations~~officers ~~around~~and ~~the~~directors ~~performance~~allocating their time to other businesses and potentially having conflicts of ainterest ~~prospective~~with ~~target~~our business or ~~businesses~~in approving our initial business combination;

● our ~~success~~potential inability ~~retaining~~to orobtain ~~recruiting,~~additional orfinancing ~~changes~~to ~~required~~complete ~~in,~~ our ~~officers, key employees or directors following our~~ initial business combination;

● our ~~officers~~pool ~~and directors allocating their time to other businesses and potentially having conflicts~~ of ~~interest~~prospective ~~with~~target ~~our business or in approving our initial business combination~~businesses;

● ~~our~~the ~~potential~~ ability toof ~~obtain~~our ~~additional~~officers ~~financing~~and directors to ~~complete~~generate ~~our~~a ~~initial~~number of potential business combination opportunities;

● ~~our~~that ~~pool~~you ofmay ~~prospective~~not be given the opportunity to choose the initial business target ~~businesses~~or to vote on the initial business Combination; ● trust account funds may not be protected against third party claims or bankruptcy;

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

● ~~our~~the ~~public~~lack ~~securities’~~of ~~potential~~a ~~liquidity~~market ~~and~~for ~~trading~~our securities;

● the ~~lack~~use of aproceeds ~~market~~not ~~for~~held ~~our~~in ~~securities~~the trust account or available to us from interest income on the trust account balance;

● our financial performance; ● a material weakness in our internal control over financial reporting, which could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner; ● that our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the ~~impact~~purpose of ~~COVID-19~~liquidating ~~pandemic~~if we are unable to complete an initial business combination by August 24, 2023 (or such earlier date as determined by our board of directors); ● our warrants being accounted for as liabilities and changes in the value of our warrants could have a material effect on our financial results; ● that our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management; ● potential litigation and other risks as a result of the material weakness in our internal control over financial reporting; ● more competition, due to the large number of outstanding similar companies, to find an attractive target for an initial business combination, which could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target;

● that changes in the ~~use~~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; ● that we may engage one or more of ~~proceeds~~our ~~not~~underwriters ~~held~~or one of their respective affiliates to provide 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. In addition, our underwriters may be entitled to receive, at our sole discretion, deferred underwriting commissions to be released from the trust account orupon ~~available~~completion of an initial business combination. These financial incentives may cause them to ushave ~~from~~potential conflicts of interest ~~income~~in onrendering any such additional services to us, including, for example, in connection with the ~~trust~~sourcing ~~account~~and ~~balance~~consummation of an initial business combination.;

~~● the trust account not being subject to claims of third parties;~~19

● that since our ~~financial~~initial ~~performance;~~stockholders ●will alose ~~material~~their ~~weakness~~entire investment in us if our ~~internal~~initial ~~control~~business ~~over~~combination ~~financial~~is ~~reporting~~not completed (other than with respect to any public shares they may acquire during or after this offering), and because our sponsor, officers and directors may profit substantially even under circumstances in which ~~could~~our ~~continue~~public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination; ● changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, which may adversely affect our business, including our ability to ~~report~~negotiate and complete our initial business combination, and results of operations; ● that in March 2022, the SEC issued proposed rules relating to certain activities of special purpose acquisition companies. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and ~~financial~~the ~~condition~~time ~~accurately~~needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination. The need for compliance with such proposals may cause us to liquidate the funds in athe ~~timely~~trust ~~manner~~account or liquidate the Company at an earlier time than we might otherwise choose; ● ~~our~~if ~~independent~~we ~~registered~~are ~~public~~deemed ~~accounting~~to ~~firm’s~~be ~~report~~an ~~contains~~investment ancompany ~~explanatory~~for ~~paragraph~~purposes ~~that~~of ~~expresses~~the ~~substantial~~Investment ~~doubt~~Company ~~about~~Act, ~~our~~we ~~ability~~would be required to ~~continue~~institute asburdensome compliance requirements and our activities would be severely restricted. As a ~~going~~result, ~~concern~~in such circumstances, ~~since~~unless we ~~will~~are ~~cease~~able ~~all~~to ~~operations~~modify ~~except~~our ~~for~~activities ~~the~~so ~~purpose~~that ofwe ~~liquidating~~would ifnot be deemed an investment company, we ~~are~~may ~~unable~~abandon our efforts to complete an initial business combination byand ~~November~~instead ~~24,~~liquidate ~~2022~~the Company; ● ~~our~~to ~~warrants~~mitigate ~~being~~the ~~accounted~~risk that we might be deemed to be an investment company for aspurposes ~~liabilities~~of the Investment Company Act, we have liquidated the investments held in the trust account and ~~changes~~instead to hold the funds in the ~~value~~trust ofaccount ~~our~~in ~~warrants~~an ~~could~~interest ~~have~~bearing ademand ~~material~~deposit ~~effect~~account onuntil ~~our~~the ~~financial~~earlier ~~results;~~of ●the ~~potential~~consummation ~~litigation~~of ~~and~~our ~~other~~initial ~~risks~~business ascombination or our liquidation. As a result, following the liquidation of investments in the ~~material~~trust ~~weakness~~account, we would likely receive less interest on the funds held in the trust account, which would likely reduce the dollar amount our ~~internal~~public ~~control~~stockholders ~~over~~would ~~financial~~receive ~~reporting~~upon any redemption or liquidation of the Company; ● ~~more~~that ~~competition,~~recent ~~due~~increases toin ~~the~~inflation ~~large~~and ~~number~~interest ofrates ~~outstanding~~in ~~similar~~the ~~companies,~~United toStates ~~find~~and anelsewhere ~~attractive~~could ~~target~~make it more difficult for us to consummate an initial business combination,; ● that a 1% U.S. federal excise tax may be imposed on us in connection with our redemptions of shares in connection with a business combination or other stockholder vote pursuant to which ~~could~~stockholders ~~increase~~would have a right to submit their shares for redemption; and ● that the ~~costs~~likelihood ~~associated~~that ~~with~~the ~~completing~~value of the founder shares following completion of our initial business combination ~~and~~is ~~may~~to ~~result~~be insubstantially higher than the nominal price paid for them, even if the trading price of our ~~inability~~common tostock ~~find~~at asuch ~~suitable~~time ~~target;~~is substantially less than $10.00 per share.

20For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our prospectus dated November 19, 2020, filed with the SEC on November 23, 2020, as amended in the sections titled “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 25, 2022, our Quarterly Reports on Form 10-Q filed with the SEC on May 10, 2022 and August 5, 2022, and our proxy statement on Schedule 14A filed with the SEC on October 24, 2022.

●ITEM changes 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; ● that we may engage one or more of our underwriters or one of their respective affiliates to provide 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 transaction1B. InUNRESOLVED ~~addition,~~STAFF our underwriters may be entitled to receive, at our sole discretion, deferred underwriting commissions to be released from the trust account upon 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, including, for example, in connection with the sourcing and consummation of an initial business combination.; ● that since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after this offering), and because our sponsor, officers and directors may profit substantially even under circumstances in which our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination; ● changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, which may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations; and ● the likelihood that the value of the founder shares following completion of our initial business combination is to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.00 per share.COMMENTS

For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our prospectus dated November 19, 2020, filed with the SEC on November 23, 2020, as amended in the sections titled “Risk Factors” contained in our Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed with the SEC on December 18, 2020, our Amendment NoNone. 2 to the Annual Report on Form 10-K/A for the period ended December 31, 2020, filed with the SEC on December 2, 2021, and our Amended Quarterly Report on Form 10-Q/A for the period ended September 30, 2021, filed with the SEC on December 2, 2021.

ITEM 1B 2. ~~UNRESOLVED STAFF COMMENTS~~PROPERTIES

~~None~~We currently maintain our executive offices at 500 West Putnam Avenue, Suite 400, Greenwich, CT 06830. Our executive offices are provided to us by our sponsor. Commencing on November 19, 2020, we have agreed to pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. We consider our current office space adequate for our current operations.

ITEM 2 3. ~~PROPERTIES~~LEGAL PROCEEDINGS

~~We currently~~To ~~maintain~~the ~~our~~knowledge ~~executive~~of ~~offices~~our management atteam, ~~500~~there ~~West~~is ~~Putnam~~no ~~Avenue,~~material ~~Suite 400~~litigation, ~~Greenwich,~~arbitration CTor ~~06830.~~governmental ~~Our~~proceeding ~~executive~~currently ~~offices~~pending ~~are~~against ~~provided to~~ us byor ~~our~~any ~~sponsor. Commencing on November 19, 2020, we have agreed to pay our sponsor a total~~ members of ~~$10,000 per month for office space, utilities and secretarial and administrative support. We consider~~ our ~~current~~management ~~office~~team ~~space~~in ~~adequate~~their ~~for~~capacity ~~our~~as ~~current operations~~such.

ITEM 3 4. ~~LEGAL~~MINE ~~PROCEEDINGS~~SAFETY DISCLOSURES

~~To the~~Not ~~knowledge of our management team, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such~~applicable.

~~ITEM 4. MINE SAFETY DISCLOSURES~~20

~~Not applicable.~~PART II

~~PART II~~Market Information

~~ITEM~~Our units, Class A common 5stock and warrants are each traded on Nasdaq under the symbols “ARBGU,” “ARBG” and “ARBGW,” respectively. Our ~~MARKET~~units ~~FOR~~commenced ~~REGISTRANT’S~~public ~~COMMON~~trading ~~EQUITY~~on November 20, ~~RELATED~~2020, ~~STOCKHOLDER~~and ~~MATTERS~~our ~~AND~~Class ~~ISSUER~~A ~~PURCHASES~~common OFstock ~~EQUITY~~and ~~SECURITIES~~warrants commenced separate public trading on January 11, 2021.

~~Market Information~~Holders

~~Our units, Class A common stock and warrants are each traded~~ On ~~NASDAQ~~March ~~under~~29, ~~the symbols “ARBGU~~2023,” ~~“ARBG”~~there were ~~and~~1 ~~“ARBGW,” respectively.~~holder ~~Our~~of ~~units~~record ~~commenced~~of ~~public~~our ~~trading~~units, on1 ~~November~~holder ~~20,~~of ~~2020,~~record ~~and~~of our Class A common stock and ~~warrants~~2 ~~commenced~~holders ~~separate~~of ~~public trading~~record onof ~~January~~our ~~11, 2021~~warrants.

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

~~On March 24, 2022, there were 1 holder of record of our units, 1 holder of record of our Class A common stock and 2 holders of record of our warrants~~None.

~~Securities Authorized~~Recent ~~for~~Sales ~~Issuance~~of ~~Under~~Unregistered ~~Equity Compensation Plans~~Securities

None.

~~Recent Sales~~Purchases of ~~Unregistered~~Equity Securities by the Issuer and Affiliated Purchasers

On November 2415, ~~2020~~2022, ~~simultaneous~~we ~~with~~ held the ~~consummation~~Extension ofMeeting and approved, among other things, an amendment to our amended and restated certificate of incorporation to extend the date by which we must consummate its initial ~~public~~business ~~offering~~combination from November 24, we2022 ~~consummated~~to ~~the~~August ~~private~~24, ~~placement~~2023 of(or ansuch ~~aggregate~~earlier date as determined by our board of 4directors). In connection with the Extension Meeting,~~000~~ stockholders holding 19,~~000~~410,956 ~~units~~public atshares exercised their right to redeem their shares for a ~~price~~pro rata portion of the funds in our trust account. As a result, approximately $1195.505 million (approximately $10.07 per ~~private~~public ~~placement~~share) ~~warrant,~~was ~~generating~~removed ~~total~~from ~~proceeds~~the oftrust account to pay such holders and approximately $636.1 million remained in the trust account. Following redemptions,~~000~~ we have 3,~~000~~589,044 public shares outstanding.

~~On December~~The 2,following ~~2020,~~table wecontains monthly ~~sold~~information anabout ~~additional~~the ~~400,000~~repurchases ~~private~~of ~~placement~~our ~~warrants,~~equity atsecurities ~~$1.50~~for ~~per~~the ~~warrant,~~three ~~generating~~months ~~additional~~ended ~~proceeds~~December ~~of $600~~31,~~000.~~ 2022:

The issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Period	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate  dollar value) of shares (or units) that may yet be purchased under the plans or programs
October 1 – October 31, 2022		—		—		—		—

November 1 – November 30, 2022		19,410,956	$	10.07		—		—

December 1 – December 31, 2022		—		—		—		—

~~The private~~Use ~~placement~~of ~~warrants~~Proceeds ~~are~~from ~~identical to~~ the ~~warrants~~Initial ~~underlying the units sold in the initial public offering, except that the private~~Public ~~placement warrants are not transferable, assignable or salable until after the completion of an initial business combination, subject to certain limited exceptions.~~Offering

~~Purchases~~For a description of the use of ~~Equity~~proceeds ~~Securities~~generated byin our initial public offering and private placement, see Part II, Item 5 of our Annual Report on Form 10-K for the ~~Issuer~~year ended December 31, 2021 filed with the SEC on March 25, 2022. There has been no material change in the planned use of proceeds from our initial public offering and ~~Affiliated~~private ~~Purchasers~~placement as described in the in our prospectus dated November 19, 2020, filed with the SEC on November 23, 2020.

~~None~~ITEM 6. [RESERVED]

~~Use of~~ITEM ~~Proceeds~~7. ~~from~~MANAGEMENT’S ~~the~~DISCUSSION ~~Initial~~AND ~~Public~~ANALYSIS ~~Offering~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~On November~~Special ~~24,~~Note ~~2020,~~Regarding ~~we consummated our initial public offering of 20,000,000 units. On December 2, 2020, in connection with the underwriters’ election to fully exercise their over~~Forward-~~allotment~~Looking option, we sold an additional 3,000,000 units. The units sold in the initial public offering and the full exercise of over-allotment option sold at an offering price of $10.00 per unit, generating total gross proceeds of $230,000,000. RBC Capital Markets, LLC and BofA Securities, Inc. acted as joint book-running managers of the initial public offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-249337). The SEC declared the registration statement effective on November 19, 2020.Statements

~~Simultaneous~~All statements other than ~~with~~statements ~~the~~of ~~consummation~~historical fact included in this annual report including, without limitation, statements under “Management’s Discussion and Analysis of ~~our~~Financial ~~initial~~Condition ~~public~~and ~~offering~~Results of Operations” regarding the company’s financial position, webusiness strategy ~~consummated~~and the ~~private~~plans ~~placement~~and objectives of anmanagement ~~aggregate~~for offuture 4operations,~~000~~ are forward-looking statements. When used in this annual report,~~000~~ words ~~units~~such atas a“anticipate,” ~~price~~“believe,” “estimate,” “expect,” “intend” and ofsimilar ~~$1.50~~expressions, ~~per~~as ~~private~~they ~~placement~~relate ~~warrant~~to us or the company’s management, ~~generating~~identify ~~total~~forward-looking ~~proceeds~~statements. Such forward-looking statements are based on the beliefs of $6management,~~000~~ as well as assumptions made by,~~000~~ and information currently available to, the company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

2221

OnThe following discussion ~~December~~and 2,analysis ~~2020,~~of wethe ~~sold~~company’s anfinancial ~~additional~~condition ~~400,000~~and ~~private~~results ~~placement~~of ~~warrants,~~operations atshould $1be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8.50 ~~per~~Financial ~~warrant,~~Statements ~~generating~~and ~~additional~~Supplementary ~~proceeds~~Data” of ~~$600~~this annual report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,~~000~~ including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this annual report on Form 10-K.

Of the gross proceeds received from the initial public offering including the over-allotment option, and the private placement warrants, $230,000,000 was placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the trust account may be invested by the trustee only in U.S. Government securities 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 of 1940, as amended.Overview

We ~~paid~~ are a ~~total~~blank check company formed under the laws of $4the State of Delaware on September 1,~~600,000~~ in2020 ~~underwriting~~for ~~discounts~~the ~~and~~purpose ~~commissions~~of ~~and~~effecting ~~$442~~a merger,~~230~~ ~~for~~capital stock exchange, asset acquisition, stock purchase, reorganization or other ~~offering~~similar ~~costs~~business ~~related~~combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering. Inand ~~addition,~~the sale of the ~~underwriters~~private ~~agreed~~placement towarrants, our ~~defer~~capital $8stock,~~050,000~~ indebt ~~underwriting~~or ~~discounts~~a combination of cash, stock and ~~commissions~~debt.

~~ITEM~~We expect to continue to 6incur significant costs in the pursuit of our acquisition plans. ~~[RESERVED]~~We cannot assure you that our plans to complete an initial business combination will be successful.

~~ITEM 7.~~Results ~~MANAGEMENT’S~~of ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Operations

~~Special~~We have neither engaged ~~Note~~in ~~Regarding~~any ~~Forward~~operations nor generated any revenues to date. Our only activities from inception through December 31, 2022 were organizational activities and those necessary to prepare for our initial public offering, described below, and identifying a target for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generated non-~~Looking~~operating ~~Statements~~income in the form of interest income on marketable securities held after the initial public offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

~~All statements~~For ~~other~~the ~~than~~year ~~statements~~ended ~~of historical fact included in this annual report including~~December 31, ~~without limitation~~2022, ~~statements~~we ~~under~~had ~~“Management’s Discussion~~net ~~and~~income ~~Analysis~~ of ~~Financial Condition and Results of Operations” regarding the company’s financial position~~$6, ~~business~~860,102, ~~strategy~~which ~~and~~consisted ~~the plans and objectives~~ of ~~management~~interest ~~for~~earned ~~future~~on ~~operations,~~marketable ~~are~~securities ~~forward-looking~~held ~~statements. When used~~ in ~~this~~the ~~annual~~trust ~~report, words~~account ~~such~~of ~~as “anticipate~~$2,~~” “believe~~412,”963 ~~“estimate,” “expect,” “intend”~~ and ~~similar~~ ~~expressions,~~change asin ~~they~~fair ~~relate~~value toof ~~us or the company’s management, identify forward-looking statements. Such forward-looking~~warrant ~~statements~~liabilities ~~are based on the beliefs~~ of ~~management~~$6, ~~as well as assumptions made by~~178, ~~and information currently available to~~133, ~~the~~offset ~~company’s management. Actual results could differ materially from those contemplated~~ by ~~the~~general ~~forward-looking~~and ~~statements~~administrative asexpenses ~~a result~~ of ~~certain~~$1,423,938 ~~factors detailed~~and inprovision ~~our~~for ~~filings~~income ~~with~~taxes ~~the~~of ~~SEC~~$307,056.

~~The following~~For ~~discussion and analysis of~~ the ~~company’s~~year ~~financial~~ended ~~condition and results of operations should be read in conjunction~~December ~~with~~31, ~~our~~2021, ~~audited~~we ~~financial~~had ~~statements~~net ~~and~~income ~~the~~of ~~notes~~$6,350,527, ~~related thereto~~ which ~~are~~consisted ~~included~~of ingeneral ~~“Item 8. Financial Statements~~ and ~~Supplementary Data”~~administrative expenses of ~~this~~$1,024,317, ~~annual~~offset ~~report~~by ~~on Form 10-K. Certain information contained in~~ the ~~discussion and analysis set forth below includes~~change ~~forward-looking statements. Our actual results may differ materially from those anticipated~~ in ~~these~~fair ~~forward-looking~~value ~~statements~~of aswarrant ~~a result~~liabilities of ~~many factors~~$7,240,000 ~~including~~and ~~those~~interest ~~set~~income ~~forth~~on ~~under~~marketable ~~“Special~~securities ~~Note~~held ~~Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere~~ in ~~this~~the ~~annual~~trust ~~report~~account onof ~~Form 10-K~~$134,844.

~~Overview~~Factors That May Adversely Affect Our Results of Operations

WeOur results of operations ~~are~~and aour ~~blank~~ability ~~check~~to ~~company~~complete ~~formed~~an ~~under~~initial ~~the~~business ~~laws~~combination ofmay be adversely affected by various factors that could cause economic uncertainty and volatility in the ~~State~~financial markets, many of ~~Delaware~~which onare ~~September~~beyond 1our control. Our business could be impacted by, ~~2020~~among ~~for~~other things, downturns in the ~~purpose~~financial ofmarkets ~~effecting~~or ain ~~merger~~economic conditions, ~~capital~~ ~~stock~~increases ~~exchange~~in oil prices, ~~asset~~inflation, ~~acquisition~~increases in interest rates, ~~stock~~supply chain ~~purchase~~disruptions, ~~reorganization~~declines orin ~~other~~consumer ~~similar~~confidence ~~business~~and ~~combination~~spending, ~~with~~the ~~one~~ongoing oreffects ~~more~~of ~~businesses.~~the COVID-19 pandemic, including resurgences Weand ~~intend~~the toemergence ~~effectuate~~of ~~our~~new ~~business~~variants, ~~combination~~and ~~using~~geopolitical ~~cash~~instability, ~~from~~such as the ~~proceeds~~military ofconflict in the ~~initial~~Ukraine. ~~public~~We ~~offering~~cannot ~~and~~at this time fully predict the ~~sale~~likelihood of one or more of the ~~private placement~~above ~~warrants~~events, ~~our~~their ~~capital~~duration ~~stock,~~or ~~debt~~magnitude or athe ~~combination~~extent ofto ~~cash,~~which ~~stock~~they may negatively impact our business and ~~debt~~our ability to complete an initial business combination.

~~We expect~~Liquidity toand ~~continue~~Capital ~~to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.~~Resources

~~Results~~On November 24, 2020, we consummated the initial public offering of ~~Operations~~20,000,000 units, at a price of $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 4,000,000 private placement warrants at a price of $1.50 per private placement warrant in a private placement to our sponsor, generating gross proceeds of $6,000,000.

~~We have~~On ~~neither engaged in any operations nor generated any revenues to date. Our only activities from inception through~~ December 312, ~~2021~~2020, we ~~were~~sold ~~organizational~~an ~~activities~~additional ~~and those necessary to prepare for our initial public offering~~3, ~~described below~~000,000 ~~and~~units ~~identifying a target~~ for atotal ~~business~~gross ~~combination.~~proceeds Weof do$30,000,000 ~~not~~in ~~expect~~connection towith ~~generate any operating revenues until after~~ the ~~completion~~underwriters’ offull ~~our~~exercise ~~business combination.~~of Wetheir ~~generate non~~over-~~operating~~allotment ~~income~~option. inSimultaneously with the ~~form~~closing of ~~interest~~the ~~income~~over-allotment onoption, ~~marketable~~we ~~securities~~also ~~held~~consummated ~~after~~ the ~~initial~~sale ~~public~~of ~~offering.~~an ~~We incur~~additional ~~expenses~~400,000 asprivate aplacement ~~result~~warrants ofat ~~being~~$1.50 aper ~~public~~private ~~company~~placement ~~(for legal~~warrant, ~~financial~~generating ~~reporting,~~total ~~accounting~~proceeds ~~and~~of ~~auditing compliance)~~$600, ~~as well as for due diligence expenses~~000.

For the year ended December 31, 2021, we had net income of $6,350,527, which consisted of formation and operating costs of $1,024,317, offset by the change in fair value of warrant liabilities of $7,240,000 and interest income on marketable securities held in the trust account of $134,844. 22

23Following the initial public offering, the full exercise of the over-allotment option, and the sale of the private placement warrants, a total of $230,000,000 was placed in the trust account. We incurred $13,092,230 in transaction costs, including $4,600,000 of underwriting fees, up to $8,050,000 of deferred underwriting fees and $442,230 of other offering costs, of which $250,000 of legal services fees was paid through the transfer of 350,000 founder shares. Our legal counsel had also provided $120,000 of legal services in connection with the Company’s ongoing reporting obligations under the Exchange Act for no additional cash compensation through December 31, 2022.

For the ~~period~~year ~~from~~ended ~~September 1, 2020 (inception) through~~ December 31, ~~2020~~2022, wenet ~~had~~cash aused ~~net~~in ~~loss~~operating activities ofwas $41,~~143~~103,~~636,~~975. ~~which~~Net ~~consisted~~income of ~~operating expenses of~~ $~~169~~6,~~446~~860,102 was offset by a non-cash charge for the change in the fair value of warrant liabilities of $36,~~620~~178,~~000~~133 and ~~transaction costs of $373,435, offset by~~ interest earned on marketable securities held in the trust account of $192,~~245~~412,963. Changes in operating assets and liabilities provided $627,019 of cash from operating activities.

~~Factors~~For ~~That~~the ~~May~~year ~~Adversely~~ended ~~Affect~~December 31, ~~Our~~2021, ~~Results~~net cash used in operating activities was $549,317. Net income of $6,350,527 was impacted by the increase in fair value of warrant liabilities of ~~Operations~~$7,240,000 and interest earned on marketable securities of $134,844 offset by changes in operating assets and liabilities, which provided $475,000 of cash from operating activities.

~~Our~~As ~~results~~ of ~~operations~~December 31, ~~and~~2022, we ~~our~~had ~~ability~~cash toheld ~~complete~~in anthe ~~initial~~trust ~~business combination~~account ~~may~~of be$36,453,939. ~~adversely~~We ~~affected~~intend byto ~~various~~use ~~factors~~substantially ~~that~~all ~~could~~of ~~cause~~the ~~economic~~funds ~~uncertainty~~held ~~and volatility~~ in the ~~financial~~trust ~~markets~~account, including ~~many~~any ofamounts ~~which~~representing ~~are~~interest ~~beyond~~earned ~~our~~on ~~control.~~the ~~Our~~trust ~~business~~account ~~could~~to becomplete ~~impacted~~our ~~by,~~initial ~~among~~business ~~other~~combination. ~~things,~~We ~~downturns~~may inwithdraw ~~the~~interest ~~financial markets or in~~to ~~economic~~pay ~~conditions,~~taxes. ~~increases~~To inthe ~~oil~~extent ~~prices,~~that ~~inflation,~~our ~~increases~~capital instock ~~interest~~or ~~rates,~~debt ~~supply~~is ~~chain disruptions~~used, ~~declines~~ in ~~consumer~~whole ~~confidence and~~or ~~spending,~~in ~~the ongoing effects of the COVID-19 pandemic~~part, ~~including~~as ~~resurgences~~consideration ~~and~~to ~~the~~complete ~~emergence~~our ofinitial ~~new variants, and geopolitical~~business ~~instability~~combination, ~~such as~~ the ~~military~~remaining ~~conflict~~proceeds held in the ~~Ukraine.~~trust Weaccount ~~cannot~~will atbe ~~this~~used ~~time~~as ~~fully~~working ~~predict~~capital ~~the~~to ~~likelihood~~finance ofthe ~~one~~operations ~~or more~~ of the ~~above~~target ~~events,~~business ~~their duration~~ or ~~magnitude~~businesses, ormake ~~the~~other ~~extent~~acquisitions toand ~~which~~pursue ~~they may negatively impact~~ our ~~business~~growth ~~and our ability to complete an initial business combination~~strategies.

~~Liquidity~~As of December 31, 2022, we had $170,652 of cash held outside of the trust account. We intend to use the funds held outside the trust account primarily to identify and ~~Capital~~evaluate ~~Resources~~target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

OnIn order to fund working ~~November~~capital ~~24,~~deficiencies ~~2020,~~or wefinance ~~consummated~~transaction ~~the~~costs in connection with an initial ~~public~~business ~~offering~~combination, our sponsor or an affiliate of our 20sponsor or certain of our officers and directors may,~~000,000~~ ~~units~~but are not obligated to, atloan aus ~~price~~funds ofas ~~$10.00~~may ~~per~~be ~~unit,~~required. ~~generating~~If ~~gross~~we ~~proceeds~~complete ofan ~~$200~~initial business combination,~~000,000.~~ ~~Simultaneously~~we ~~with~~may repay such loaned amounts out of the ~~closing~~proceeds of the trust account released to us. In the event that an initial ~~public~~business ~~offering~~combination does not close, we ~~consummated~~may ~~the~~use ~~sale~~a portion of 4the working capital held outside the trust account to repay such loaned amounts,~~000~~ but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 ~~private~~of ~~placement~~such loans may be convertible into warrants, at a price of $1.50 per ~~private~~warrant, ~~placement~~at ~~warrant~~the inoption aof ~~private~~the ~~placement~~lender. toThe ~~our~~warrants ~~stockholders,~~would ~~generating~~be ~~gross~~identical ~~proceeds~~to ofthe ~~$6,000,000~~private placement warrants.

OnIf our estimate of the costs ~~December~~of 2identifying a target business, ~~2020~~undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we ~~sold~~may anhave ~~additional~~insufficient 3funds available to operate our business prior to our initial business combination. Moreover,~~000,000~~ ~~units~~we ~~for~~may ~~total~~need ~~gross~~to ~~proceeds~~obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of ~~$30~~our public shares upon consummation of our initial business combination,~~000,000~~ in which case we may issue additional securities or incur debt in connection with ~~the~~such ~~underwriters’~~initial business combination. Subject to compliance with applicable securities ~~full~~laws, ~~exercise~~we ofwould ~~their~~only ~~over-allotment~~complete ~~option.~~such ~~Simultaneously~~financing simultaneously with the ~~closing~~completion of ~~the~~our ~~over-allotment~~initial ~~option,~~business wecombination. ~~also~~If ~~consummated~~we ~~the~~are ~~sale~~unable ofto ancomplete ~~additional~~our ~~400~~initial business combination because we do not have sufficient funds available to us,~~000~~ ~~private~~we ~~placement~~will ~~warrants~~be atforced $1to cease operations and liquidate the trust account.50 ~~per~~In ~~private~~addition, ~~placement~~following ~~warrant~~our initial business combination, ~~generating~~if ~~total~~cash ~~proceeds~~on ofhand ~~$600~~is insufficient,~~000~~ we may need to obtain additional financing in order to meet our obligations.

~~Following the~~Going initial public offering, the full exercise of the over-allotment option, and the sale of the private placement warrants, a total of $230,000,000 was placed in the trust account. We incurred $13,092,230 in transaction costs, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $442,230 of other offering costs, of which $250,000 of legal services fees in connection with the initial public offering was paid through the transfer of 350,000 founder shares. Our legal counsel has also provided up to $120,000 of legal services in connection with the company’s ongoing reporting obligations under the Exchange Act for no additional cash compensation.Concern

~~For~~On November 15, 2022, the Company held the ~~year~~Extension ~~ended~~Meeting ~~December 31,~~and ~~2021,~~the ~~net~~Company’s ~~cash~~stockholders ~~used~~approved inan ~~operating~~amendment ~~activities~~to ~~was~~the ~~$549,317.~~Company’s ~~Net~~amended ~~income~~and restated certificate of $6incorporation to extend the date by which the Company must consummate its initial business combination from November 24,~~350~~ 2022 to August 24,~~527~~ ~~was~~2023 ~~impacted~~(or such earlier date as determined by the ~~increase~~ inboard ~~fair~~of ~~value~~directors of ~~warrant~~the ~~liabilities~~Company). ofIf $7an initial business combination is not consummated by this date,~~240,000~~ there will be a mandatory liquidation and ~~interest~~subsequent ~~earned~~dissolution. onManagement ~~marketable~~has ~~securities~~determined ofthat ~~$134~~the liquidity condition and mandatory liquidation,~~844~~ ~~offset~~should byan ~~changes in~~initial ~~operating~~business ~~assets~~combination ~~and~~not ~~liabilities~~occur, ~~which~~and ~~provided~~potential ~~$475~~subsequent dissolution raises substantial doubt about our ability to continue as a going concern. Management intends to consummate an initial business combination prior to August 24,~~000~~ 2023. No adjustments have been made to the carrying amounts of ~~cash~~assets ~~from~~or ~~operating~~liabilities ~~activities~~should we be required to liquidate after August 24, 2023.

For the period from September 1, 2020 (inception) through December 31, 2020, cash used in operating activities was $520,748. Net loss of $4,143,636 was affected by formation costs paid through a promissory note of $1,478, change in fair value of warrant liabilities of $3,620,000 and transaction costs of $373,435 and an interest earned on marketable securities held in the trust account of $19,245. Changes in operating assets and liabilities used $352,780 of cash from operating activities.23

~~As of~~Off-Balance ~~December 31,~~Sheet 2021, we had cash and marketable securities held in the trust account of $230,154,089. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account to complete our business combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.Arrangements

~~As of December 31, 2021, we had $745,727 of cash held outside of the trust account.~~ We ~~intend~~did tonot ~~use~~have ~~the~~any ~~funds held outside the trust~~off-balance ~~account~~sheet ~~primarily~~arrangements toas ~~identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations~~ of ~~prospective~~December ~~target businesses or their representatives or owners~~31, ~~review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination~~2022.

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

We do not ~~believe~~have weany ~~will need to raise additional funds in order to meet the expenditures required for operating our business. However,~~long-term ~~if our estimate of the costs of identifying a target business~~debt, ~~undertaking~~capital ~~in-depth~~lease ~~due diligence and negotiating a business combination are less than the actual amount necessary to do so~~obligations, weoperating ~~may~~lease ~~have~~obligations ~~insufficient~~or ~~funds~~long-term ~~available to operate our business prior to our business combination. Moreover~~liabilities, weother ~~may~~than ~~need~~an toagreement ~~obtain additional financing either~~ to ~~complete~~pay ~~our~~the ~~business~~sponsor ~~combination~~a ~~or because we become obligated~~monthly tofee ~~redeem a significant number~~ of ~~our~~$10,000 ~~public~~for ~~shares~~office ~~upon consummation of our business combination~~space, inutilities ~~which~~and ~~case~~secretarial weand ~~may~~administrative ~~issue~~support ~~additional securities~~provided ~~or incur debt in connection with such business combination. Subject~~ to ~~compliance with applicable securities laws, we would only complete such financing simultaneously with~~ the ~~completion of our business combination~~Company. IfWe webegan ~~are~~incurring ~~unable to complete our business~~these ~~combination~~fees ~~because~~on weNovember do19, ~~not~~2020 ~~have~~and ~~sufficient~~will ~~funds~~continue ~~available~~ to ~~us,~~incur wethese ~~will~~fees bemonthly ~~forced~~until tothe ~~cease~~earlier ~~operations~~of ~~and liquidate~~ the ~~trust~~Company’s ~~account. In~~consummation ~~addition,~~of ~~following~~an ~~our~~ initial business combination, ifand ~~cash~~its ~~on hand is insufficient, we may need to obtain additional financing in order to meet our obligations~~liquidation.

24The underwriters are entitled to a deferred underwriting discounts and commissions of $0.35 per unit sold in the initial public offering, or up to $8,050,000 in the aggregate. The deferred underwriting discounts and commissions will become payable at our sole discretion to (i) any participating underwriter or syndicate members in the initial public offering, in part or in full, or (ii) any third parties not participating in the initial public offering that assist us in consummating the initial business combination. On March 2, 2023, BofA waived its entitlement to our payment of the deferred underwriting discounts and commissions.

~~Going Concern~~Critical Accounting Policies

~~We have~~The ~~until~~preparation ~~November~~of ~~24,~~financial statements ~~2022~~and torelated ~~consummate~~disclosures ain ~~Business~~conformity ~~Combination.~~with Itaccounting isprinciples ~~uncertain~~generally ~~that~~accepted wein ~~will~~the beUnited ~~able~~States toof ~~consummate~~America ~~a Business Combination~~(“GAAP”) byrequires ~~this~~management ~~time.~~to Ifmake aestimates ~~Business~~and ~~Combination~~assumptions isthat ~~not~~affect ~~consummated~~the byreported ~~this~~amounts ~~date,~~of ~~there~~assets ~~will~~and beliabilities, adisclosure ~~mandatory~~of ~~liquidation~~contingent assets and ~~subsequent~~liabilities ~~dissolution. Management~~at ~~has~~the ~~determined~~date ~~that~~of the ~~mandatory~~financial ~~liquidation~~statements, ~~should~~and aincome ~~Business Combination not occur,~~ and ~~potential~~expenses ~~subsequent~~during ~~dissolution raises~~the ~~substantial~~period ~~doubt~~reported. ~~about~~Actual ~~our~~results ~~ability~~could materially todiffer ~~continue~~from asthose ~~a going concern~~estimates. NoWe ~~adjustments~~ have ~~been~~identified ~~made to~~ the ~~carrying~~following ~~amounts~~critical ofaccounting ~~assets or liabilities should we be required to liquidate after November 24, 2022.~~policies:

~~Off-Balance Sheet~~Warrant ~~Arrangements~~Liabilities

We do not use derivative ~~did~~instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standard Codification (“ASC”) 480 and ASC 815. We account for the private placement warrants, warrants as part of the units (“public warrants”), and warrants convertible from the working capital loans (together with the private placement warrants and public warrants, the “warrants”) in accordance with the guidance contained in ASC 815-40 under which the warrants do not ~~have~~meet ~~any~~the ~~off~~criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet ~~arrangements~~date asuntil exercised, and any change in fair value is recognized in our statements of ~~December~~operations. 31The private placement warrants and the public warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the public warrants from the units, ~~2021~~the public warrant quoted market price was used as the fair value for the public warrants and the private placement warrants as of each relevant date. The private placement warrants have substantially the same terms as the public warrants.

~~Contractual Obligations~~Class A Common Stock Subject to Possible Redemption

We account for our Class doA ~~not~~common ~~have~~stock ~~any~~subject ~~long-term~~to ~~debt,~~possible ~~capital~~redemption ~~lease~~in ~~obligations,~~accordance ~~operating~~with ~~lease~~the ~~obligations~~guidance orin ~~long-term~~ASC ~~liabilities,~~Topic ~~other~~480 ~~than~~“Distinguishing anLiabilities ~~agreement~~from Equity.” Shares of Class A common stock subject to ~~pay~~mandatory ~~the~~redemption ~~sponsor~~is classified as a ~~monthly~~liability ~~fee~~instrument ofand ~~$10,000~~is ~~for~~measured at ~~office~~fair ~~space,~~value. ~~utilities~~Conditionally ~~and~~redeemable ~~secretarial~~common ~~and~~stock ~~administrative~~(including ~~support~~common ~~provided~~stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the ~~company~~occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity (deficit). Our Class A common stock features Wecertain ~~began~~redemption ~~incurring~~rights ~~these~~that ~~fees~~are onconsidered ~~November~~to ~~19,~~be ~~2020~~outside of our control and ~~will~~subject ~~continue~~to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to ~~incur~~possible ~~these~~redemption ~~fees~~are ~~monthly~~presented ~~until~~as ~~the~~temporary ~~earlier~~equity, outside of the ~~company~~stockholders’s deficit ~~consummation~~section of aour ~~business~~balance ~~combination and its liquidation~~sheets.

The underwriters are entitled to a deferred fee of $0.35 per unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the company completes a business combination, subject to the terms of the underwriting agreement.24

~~Critical Accounting~~Net ~~Policies~~Income per Share of Common Stock

~~The preparation~~Our ofearnings ~~financial~~per ~~statements~~share ~~and~~calculation allocates ~~related~~net ~~disclosures~~income inpro ~~conformity~~rata ~~with~~to ~~accounting~~Class ~~principles~~A ~~generally~~and ~~accepted~~Class inB ~~the~~common ~~United States~~stock. ofThis ~~America~~presentation ~~requires~~contemplates ~~management~~an toinitial ~~make~~business ~~estimates~~combination ~~and assumptions that affect~~ as the ~~reported~~most ~~amounts~~likely ofoutcome, ~~assets~~in ~~and~~which ~~liabilities~~case, ~~disclosure~~ both classes of ~~contingent~~common ~~assets~~stock ~~and~~share ~~liabilities~~pro atrata in the ~~date~~income of the ~~financial~~Company. ~~statements,~~Accretion ~~and~~associated with ~~income~~the ~~and~~redeemable ~~expenses~~shares ~~during~~of ~~the~~Class ~~period~~A ~~reported.~~common ~~Actual results~~stock ~~could~~is ~~materially~~excluded ~~differ~~ from ~~those~~earnings ~~estimates.~~per Weshare ~~have~~as ~~not~~the ~~identified~~redemption ~~any~~value ~~critical~~approximates ~~accounting~~fair ~~policies~~value.

~~Warrant Liabilities~~Recent Accounting Standards

~~We do~~Management does not ~~use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial~~believe ~~instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features~~ that ~~qualify as~~any ~~embedded~~recently ~~derivatives~~issued, ~~pursuant~~but tonot ~~Accounting~~yet ~~Standard Codification (“ASC”) 480 and ASC 815. We account for the private placement warrants~~effective, ~~warrants~~accounting ~~as part of the units (“public warrants”)~~standards, ~~and~~if ~~warrants~~currently ~~convertible from the working capital loans (together with the private placement warrants and public warrants~~adopted, ~~the~~would ~~“warrants”)~~have ina ~~accordance~~material ~~with~~effect ~~the~~on guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our ~~statement~~financial ~~of operations~~statements. The private placement warrants and the public warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the public warrants from the units, the public warrant quoted market price was used as the fair value for the public warrants and the private placement warrants as of each relevant date.

~~Class A~~ITEM ~~Common~~7A. ~~Stock~~QUANTITATIVE ~~Subject~~AND toQUALITATIVE ~~Possible~~DISCLOSURES ~~Redemption~~ABOUT MARKET RISK

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

25ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

~~In connection~~ITEM with the change in presentation for the Class A common stock subject to possible redemption, we also revised our earnings per share calculation to allocate net income (loss) pro rata to Class A and Class B common stock9. ~~This~~CHANGES ~~presentation~~IN ~~contemplates~~AND aDISAGREEMENTS ~~business combination~~WITH asACCOUNTANTS ~~the~~ON ~~most~~ACCOUNTING ~~likely~~AND ~~outcome,~~FINANCIAL ~~in which case, both classes of common stock share pro rata in the income (loss) of the company.~~DISCLOSURE

~~Recent Accounting Standards~~None.

~~In August~~ITEM ~~2020, the Financial Accounting Standard Board issued ASU No~~9A. ~~2020-06, “Debt—Debt~~CONTROLS ~~with~~AND Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements.PROCEDURES

~~Management does~~Evaluation ~~not~~of ~~believe~~Disclosure ~~that~~Controls ~~any~~and ~~other~~Procedures ~~recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.~~

~~ITEM~~Disclosure controls and ~~7A.~~procedures ~~QUANTITATIVE~~are ~~AND~~designed ~~QUALITATIVE~~to ~~DISCLOSURES~~ensure ~~ABOUT~~that ~~MARKET~~information ~~RISK~~required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As of ~~December~~required ~~31,~~by ~~2021,~~Rules we13a-15 and ~~were~~15d-15 ~~not~~under ~~subject to any market or interest rate risk. Following~~ the ~~consummation~~Exchange ofAct, our ~~initial~~Chief ~~public offering,~~Executive ~~the~~Officer ~~net~~and ~~proceeds~~interim ofChief ~~our~~Financial ~~initial~~Officer ~~public~~carried ~~offering,~~out ~~including~~an ~~amounts~~evaluation inof the ~~trust account, have been invested in U.S. Government~~effectiveness ~~treasury~~of ~~obligations~~the ~~with~~design aand ~~maturity~~operation of ~~185~~our ~~days~~disclosure orcontrols ~~less~~and orprocedures inas ~~certain~~of ~~money~~December ~~market~~31, ~~funds~~2022. ~~that~~Based ~~invest~~on ~~solely~~this inevaluation, ~~U.S.~~our ~~treasuries.~~Chief ~~Due~~Executive toOfficer ~~the~~and ~~short-term~~interim ~~nature~~Chief ofFinancial ~~these~~Officer ~~investments,~~concluded wethat ~~believe~~our ~~there~~disclosure ~~will~~controls beand noprocedures ~~associated~~were ~~material exposure to interest rate risk~~effective.

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~25

~~This information~~Management’s ~~appears~~Report ~~following~~on ~~Item~~Internal 15Controls Over ofFinancial ~~this annual report and is included herein by reference.~~Reporting

~~ITEM~~As required by SEC rules 9and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. ~~CHANGES~~Our INinternal ~~AND~~control ~~DISAGREEMENTS~~over ~~WITH~~financial ~~ACCOUNTANTS~~reporting ONis ~~ACCOUNTING~~designed ~~AND~~to ~~FINANCIAL~~provide ~~DISCLOSURE~~reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

~~None.~~(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

~~ITEM 9A.~~(2) ~~CONTROLS~~provide ~~AND~~reasonable ~~PROCEDURES~~assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

~~Evaluation~~ (3) provide reasonable assurance regarding prevention or timely detection of ~~Disclosure~~unauthorized ~~Controls~~acquisition, ~~and~~use ~~Procedures~~or disposition of our assets that could have a material effect on the consolidated financial statements.

~~Disclosure controls~~Because ~~and~~of ~~procedures~~its ~~are~~inherent limitations, ~~designed~~internal tocontrol ~~ensure~~over ~~that~~financial ~~information~~reporting ~~required~~may tonot beprevent ~~disclosed~~or bydetect userrors or misstatements in our ~~Exchange~~financial ~~Act~~statements. Also, ~~reports~~projections isof ~~recorded,~~any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because ~~processed,~~of ~~summarized~~changes in conditions, ~~and~~or ~~reported~~that ~~within~~the degree or compliance with the ~~time~~policies ~~periods~~or ~~specified~~procedures inmay deteriorate. Management assessed the ~~SEC’s~~effectiveness of ~~rules~~our ~~and~~internal ~~forms~~control over financial reporting at December 31, ~~and~~2022. ~~that~~In ~~such~~making ~~information~~these isassessments, management used the criteria set ~~accumulated~~forth ~~and~~by ~~communicated~~the toCommittee ~~our~~of ~~management,~~Sponsoring ~~including~~Organizations ~~our~~of ~~principal~~the ~~executive~~Treadway ~~officer~~Commission ~~and~~(COSO) ~~principal~~in ~~financial~~Internal ~~officer~~Control or— ~~persons~~Integrated Framework ~~performing~~(2013). ~~similar~~Based ~~functions~~on our assessments and those criteria, asmanagement ~~appropriate~~determined tothat ~~allow~~we ~~timely~~did ~~decisions~~maintain ~~regarding~~effective ~~required~~internal ~~disclosure~~control over financial reporting as of December 31, 2022.

~~As required~~This byannual ~~Rules~~report ~~13a-15~~does not ~~and~~include ~~15d-15 under the Exchange Act, our Chief Executive Officer and interim Chief Financial Officer carried out~~ an ~~evaluation~~attestation ofreport ~~the effectiveness~~ of ~~the design and operation of~~ our ~~disclosure~~independent ~~controls~~registered ~~and~~public ~~procedures~~accounting asfirm ~~of December 31, 2021. Based on this evaluation, our Chief Executive Officer and interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective,~~ due to ~~the material weakness in~~ our ~~internal~~status ~~control~~as ~~over~~an ~~financial~~emerging ~~reporting~~growth ~~related to the~~ company~~’s accounting~~ ~~for~~under complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. GAAP. Accordingly, management believes that the ~~financial~~JOBS ~~statements included in this annual report present fairly in all material respects our financial position, results of operations and cash flows for the period presented~~Act.

26Changes in Internal Control over Financial Reporting

~~Management’s~~There were no changes in ~~Report~~our oninternal ~~Internal~~control ~~Controls~~over ~~Over~~financial ~~Financial~~reporting ~~Reporting~~(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~As required~~ITEM ~~by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting~~9B. ~~Our~~OTHER internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:INFORMATION

~~(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,~~None.

~~(2)~~ITEM ~~provide~~9C. ~~reasonable~~DISCLOSURE ~~assurance~~REGARDING ~~that~~FOREIGN ~~transactions~~JURISDICTIONS ~~are~~THAT ~~recorded~~PREVENT as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, andINSPECTIONS

~~(3)~~Not provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statementsapplicable.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2021.26

~~Management has~~PART implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.III

~~This annual~~ITEM ~~report~~10. ~~does~~DIRECTORS, ~~not~~EXECUTIVE ~~include~~OFFICERS anAND ~~attestation~~CORPORATE ~~report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.~~GOVERNANCE

~~Changes in~~Officers ~~Internal~~and ~~Control over Financial Reporting~~Directors

~~There were~~As noof ~~changes~~the indate ~~our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)~~ of ~~the~~this ~~Exchange~~annual ~~Act)~~report, ~~during~~our ~~the~~officers ~~most~~and ~~recent~~directors ~~fiscal quarter that have materially affected, or~~ are ~~reasonably~~as ~~likely to materially affect, our internal control over financial reporting.~~follows:

ITEM 9B. OTHER INFORMATION

Name	Age	Title
Hope S. Taitz	58	Chairperson, Chief Executive Officer and interim Chief Financial Officer
Susan Hassan	52	Chief Operating Officer and Director
Jason Scheir	42	Director
Fatou Sagnang	37	Director
Roy Swan	59	Director
Emil Woods	50	Director

~~None.~~The experience of our directors and executive officers are as follows:

~~ITEM~~Hope S. Taitz, our 9CChief Executive Officer, Chairperson and interim Chief Financial Officer, has extensive experience in mergers & acquisitions and principal investing. ~~DISCLOSURE~~Ms. ~~REGARDING~~Taitz ~~FOREIGN~~is ~~JURISDICTIONS~~currently ~~THAT~~the ~~PREVENT~~Chief ~~INSPECTIONS~~Executive Officer of ELY Capital where she invests in and advises early stage companies. Prior to ELY Capital, Ms. Taitz was the co-founder of Catalyst Partners, an event driven, special situation hedge fund. After graduating with honors from the University of Pennsylvania majoring in economics and concentrating in marketing, Ms. Taitz began her investment banking career in mergers and acquisitions at Drexel Burnham Lambert. Ms. Taitz then transitioned to the buy side. Ms. Taitz has extensive public company board experience, having served and chaired all committees, as well as having been a lead director. She currently sits on the boards of directors of Athene Holding Ltd., MidCap Finco Holdings Limited, and Summit Hotel Properties, Inc., and previously served on the Boards of Apollo Residential Mortgage, Inc., Diamond Resorts International, Inc., Greenlight Capital RE, Ltd., and Lumenis Ltd. Ms. Taitz also focuses on equity and education and is an advocate for underrepresented groups in STEM. She currently serves as a board member on The New York City Foundation for Computer Science working on CSforALL and the 2025 STEM Initiative, and previously served on the board of Girls Who Code. Ms. Taitz is a founding board member of YRFDarca, a member of the Wharton School Undergraduate Executive Board, and an emeritus board member of Pencils of Promise. Ms. Taitz is well qualified to serve on our board of directors due to her significant experience in investment, mergers and acquisitions, as well as her service on the boards of directors of several public companies.

~~Not~~Susan Hassan, our ~~applicable~~Chief Operating Officer and director, founded Sea Dune Partners in October 2020, a firm providing capital and strategic advice to early-stage and growth companies, with a particular focus on women founders and entrepreneurs, since January 2022. Prior to founding Sea Dune Partners, Ms. Hassan was a partner with Valor Equity Partners, a private equity firm focusing on tech-enabled growth companies, from June 2015 to June 2017. Prior to joining Valor Equity Partners, Ms. Hassan was an attorney and a corporate partner at Skadden, Arps, Slate, Meagher & Flom LLP from October 1996 to May 2015. Ms. Hassan has served as an invited lecturer on corporate transactions at Harvard Law School and the University of Chicago Law School. In 2009, the Aspen Institute named Ms. Hassan a Henry Crown Fellow. She is a member of the Aspen Global Leadership Network. Ms. Hassan currently serves as the Vice Chair of the board of directors of CARE USA and on the board of CARE Enterprises, Inc. Ms. Hassan formerly served on the Board of Trustees of Equality Now, where she served as Board Chair. She has also served on the boards of directors of The Clean Energy Trust, where she served as Lead Director, the Women’s Sports Foundation and the Chicago Public Library and is a member of the Economic Club of Chicago and a former board member and member of The Chicago Network. Ms. Hassan received a B.A. from the University of Michigan and a J.D. from the University of Michigan Law School. She is well qualified to serve on our board of directors due to her significant experience in capital market and mergers and acquisitions.

27Jason Scheir, our director, is a Partner at Apollo and US Head of Hybrid Value, having joined in 2008. Before joining Apollo, Mr. Scheir worked at Tailwind Capital, a middle market private equity firm. Prior to Tailwind, he was a member of the Restructuring Group and Mergers & Acquisitions Group at Rothschild Inc. Mr. Scheir has led investments across technology, media, telecom, leisure and healthcare sectors, and currently serves on the board of directors of GI Alliance, US Acute Care Solutions, and Ingenio. Mr. Scheir graduated magna cum laude from Cornell University with a BS in applied economics and received his MBA with honors from the University of Pennsylvania's Wharton School. Mr. Scheir is well qualified to serve on our board of directors due to his significant experience in corporate finance, restructuring and mergers and acquisitions, as well as his service on the boards of directors of several public companies.

~~PART III~~27

~~ITEM~~Fatou Sagnang, our 10director, has served as an Investment Director at Mubadala Capital in the firm’s ventures team in London since 2018. ~~DIRECTORS~~In her current role, ~~EXECUTIVE~~Ms. ~~OFFICERS~~Sagnang ~~AND~~leads ~~CORPORATE~~the ~~GOVERNANCE~~execution of early and late stage growth transactions for Mubadala Capital globally and manages the firm’s stake in the SoftBank Vision Fund. Ms. Sagnang was previously employed at Mubadala Capital from 2009 to 2013 as an associate. From 2015 to 2018, Ms. Sagnang worked at Zymergen, a SoftBank Vision Fund portfolio company, and helped scale the business to “unicorn” status. Ms. Sagnang started her career as an analyst at McKinsey & Co. She holds a B.S.E. from Princeton University and an M.B.A., with distinction, from Harvard Business School. Ms. Sagnang is well qualified to serve on our board of directors due to her significant investment and business operations experience.

~~Officers~~Roy Swan, our director, leads The Ford Foundation’s Mission Investments team, managing the foundation’s portfolio of mission-related investments (MRIs), program-related investments (PRIs), and ~~Directors~~grants dedicated to ESG and the impact investing fields. Before joining the Ford Foundation in 2018, Mr. Swan was a managing director at Morgan Stanley, where he held roles including co-head of Global Sustainable Finance, President & COO of Morgan Stanley Trust, and founding CEO and Managing Member of Morgan Stanley Impact Small Business Investment Company LLC, where he remains a Member. Before Morgan Stanley, Mr. Swan served as CFO and Corporate Secretary at Carver Bancorp (NASDAQ: CARV) in Harlem, the largest African American-managed bank in the U.S. at that time. Over the course of his career, Mr. Swan has also worked in corporate law, investment banking, media, and as founding Chief Investment Officer of the Upper Manhattan Empowerment Zone. Mr. Swan has served as a member of the board of directors of Varo Bank, an all-digital nationally chartered bank in the US, since February 2021, and as a member of the Board of Trustees of Parnassus Funds, a socially responsible ESG-focused mutual fund company, since September 2021. Mr. Swan received an A.B. from Princeton University and a J.D. from Stanford Law School. Mr. Swan is well qualified to serve on our board of directors due to his significant experience in impact investment, finance, and public company management.

AsEmil Woods, our director, is a Principal of LCV GP VIII, LLC (the ~~date~~General Partner) and LCV Blockchain Management, LLC (the Investment Manager), and the Portfolio Manager of ~~this~~LCV ~~annual~~Fund ~~report~~VIII, ~~our~~L.P., ~~officers~~a venture capital fund focused on investments in blockchain and distributed ledger technology companies. In 2012, Mr. Woods co-founded Liberty City Ventures, a New York City-based seed stage venture capital investment firm. Prior to that, Mr. Woods co-founded Cedar Hill Capital Partners, LLC, a multi-strategy institutional asset management firm in 2005. Prior to 2004, Mr. Woods was a Portfolio Manager at SAC Capital Management and, prior to that, he worked in various financial services capacities, including Portfolio Manager and Head Trader in the Equities and Asset Management divisions of Goldman Sachs & Co. He has served on the boards of several private companies, including Kabompo Holdings, Inc., the holding company of Paxos, a regulated financial institution building infrastructure to enable movement between physical and digital assets, Lukka, Inc., a software company that provides institutional grade middle and back office solutions to aggregate, normalize and process crypto transactional data into audit-ready financial and operating information, and Omega Point Research, Inc., a company that brings advanced quantitative investing to fundamental-style asset managers, funds of funds, and endowments. Mr. Woods received a B.S.E. from the Wharton School of the University of Pennsylvania. Mr. Woods is well qualified to serve on our board of directors ~~are~~due asto ~~follows:~~his significant experience in venture capital and finance.

Name	Age	Title
Hope S. Taitz	57	Chairperson, Chief Executive Officer and interim Chief Financial Officer
Merline Saintil	45	Director
Jason Scheir	41	Director
Fatou Sagnang	36	Director
Roy Swan	58	Director
Emil Woods	49	Director

Specialist Advisors

~~The~~Our Specialist Advisors ~~experience~~assist our management team in search of ~~our~~suitable ~~directors~~acquisition ~~and~~targets ~~executive~~following ~~officers~~the consummation of our initial public offering. They are as follows:

~~Hope S.~~Merline ~~Taitz~~Saintil, our Specialist ~~Chief~~Advisor, ~~Executive~~has ~~Officer,~~served ~~Chairperson~~as a technology and ~~interim~~business ~~Chief~~executive ~~Financial~~at ~~Officer,~~Fortune ~~has~~500 ~~extensive~~and ~~experience~~privately-held incompanies, ~~mergers~~including &Intuit, Yahoo, ~~acquisitions~~PayPal, Adobe, Joyent, and ~~principal~~Sun ~~investing~~Microsystems. ~~Ms.~~She ~~Taitz~~served isas ~~currently~~a ~~the~~member ~~Chief~~of ~~Executive~~our ~~Officer~~board of ~~ELY~~directors ~~Capital~~from ~~where~~the ~~she~~consummation ~~invests~~of inour ~~and~~initial ~~advises~~public ~~early~~offering ~~stage~~until ~~companies~~February 2023. ~~Prior~~From 2019 to ~~ELY Capital~~2020, ~~Ms.~~she ~~Taitz~~ was the ~~co-founder~~Chief ofOperating ~~Catalyst Partners~~Officer, anR&D-IT ~~event~~of ~~driven,~~Change ~~special~~Healthcare ~~situation hedge fund~~Inc. ~~After~~Prior ~~graduating~~to ~~with~~that, she ~~honors~~held ~~from~~ the ~~University~~position of ~~Pennsylvania~~Head ~~majoring~~of inOperations, ~~economics~~Product ~~and~~& ~~concentrating~~Technology inwith ~~marketing,~~Intuit MsInc. ~~Taitz began~~from ~~her~~November ~~investment~~2014 ~~banking~~until ~~career~~August in2018. ~~mergers~~Ms. ~~and~~Saintil currently ~~acquisitions~~serves aton ~~Drexel~~the ~~Burnham~~board ~~Lambert.~~of ~~Ms.~~directors ~~Taitz~~of ~~then~~Evolv ~~transitioned~~Technology to(Nasdaq: ~~the~~EVLV) ~~buy side.~~since Ms2021. ~~Taitz~~She has ~~extensive~~been ~~public~~the ~~company~~Lead ~~board~~Independent ~~experience,~~Director ~~having~~of ~~served~~Rocket ~~and~~Lab, ~~chaired~~a ~~all~~space ~~committees~~exploration company, assince ~~well~~June as2021. ~~having~~She has been a ~~lead~~ director. ~~She~~and ~~currently~~the ~~sits~~Chair onof the ~~boards~~Nominations ofand ~~directors~~Governance committee of ~~Athene~~Symbotic ~~Holding~~(Nasdaq: ~~Ltd.~~SYM), ~~MidCap~~an ~~Finco~~American ~~Holdings~~robotics ~~Limited,~~warehouse ~~and~~automation ~~Summit Hotel Properties~~company, since ~~Inc~~June 2022.~~, and~~ ~~previously~~She ~~served~~is onalso ~~the~~a ~~Boards~~member of ~~Apollo~~the ~~Residential~~Compensation ~~Mortgage,~~and ~~Inc.,~~Leadership ~~Diamond~~Development ~~Resorts~~Committee ~~International,~~at ~~Inc.~~Gitlab, ~~Greenlight~~an ~~Capital~~open-core ~~RE, Ltd~~company., ~~and~~She ~~Lumenis~~is a ~~Ltd.~~member ~~Ms.~~of ~~Taitz~~the ~~also~~Compensation, ~~focuses~~Nominating onand ~~equity~~Governance ~~and~~Committee ~~education~~at Lightspeed, and isa anmember ~~advocate~~of ~~for~~Risk ~~underrepresented~~and ~~groups~~Compensation inCommittees ~~STEM.~~at ~~She currently~~Banner ~~serves~~Corporation. asMs. aSaintil ~~board~~has ~~member~~received onnumerous ~~The~~accolades ~~New~~during ~~York~~her ~~City~~career, ~~Foundation~~most ~~for~~recently ~~Computer~~being ~~Science~~named ~~working~~2023 onWorth ~~CSforALL~~Magazine’s ~~and~~Worthy 100. ~~the~~In ~~2025~~prior ~~STEM Initiative~~years, ~~and~~she ~~previously served~~was onranked ~~the~~one ~~board~~ of ~~Girls~~the ~~Who~~Most ~~Code.~~Powerful ~~Ms.~~Women ~~Taitz~~Engineers isin athe ~~founding~~World ~~board~~by ~~member~~Business ofInsider ~~YRFDarca~~magazine, she was recognized as a ~~member~~Women of ~~the~~Influence ~~Wharton~~2017 ~~School~~by ~~Undergraduate Executive~~Silicon ~~Board~~Valley Business Journal, and anshe ~~emeritus~~has ~~board~~earned ~~member~~a ofLifetime ~~Pencils~~Achievement ofAward ~~Promise.~~from ~~Ms.~~Girls ~~Taitz~~in Tech. She is ~~well~~certified ~~qualified~~in toCybersecurity ~~serve~~Oversight onby ~~our~~the ~~board~~National Association of ~~directors~~Corporate ~~due~~Directors and the Carnegie Mellon Software Engineering toInstitute. ~~her~~Ms. ~~significant~~Saintil ~~experience~~holds ina ~~investment,~~B. ~~mergers~~Sc. ~~and~~from ~~acquisitions,~~Florida asA&M ~~well~~University asand ~~her~~a ~~service~~M. onSc. ~~the~~from ~~boards~~Carnegie ofMellon ~~directors~~University, ofand ~~several~~has ~~public~~completed ~~companies~~Stanford Directors’ College and Harvard Business School’s executive education program.

Merline Saintil, our director, has served as a technology and business executive at Fortune 500 and privately-held companies, including Intuit, Yahoo, PayPal, Adobe, Joyent, and Sun Microsystems. From 2019 to 2020, she was the Chief Operating Officer, R&D-IT of Change Healthcare Inc. Prior to that, she held the position of Head of Operations, Product & Technology with Intuit Inc. from November 2014 until August 2018. Ms. Saintil currently serves on the public Board of Directors of Lightspeed (NYSE: LSPD) since 2020, Banner Corporation (NASDAQ: BANR) since 2017, and Evolv Technology since 2021. She is a member of the Compensation, Nominating and Governance Committee at Lightspeed, and a member of Risk and Compensation Committees at Banner Corporation. Ms. Saintil has received numerous accolades during her career, most recently being named Women Inc.’s 2019 Most Influential Corporate Board Director. In prior years, she was ranked one of the Most Powerful Women Engineers in the World by Business Insider magazine, she was recognized as a Women of Influence 2017 by Silicon Valley Business Journal, and she has earned a Lifetime Achievement Award from Girls in Tech. She is certified in Cybersecurity Oversight by the National Association of Corporate Directors and the Carnegie Mellon Software Engineering Institute. Ms. Saintil holds a B. Sc. from Florida A&M University and a M. Sc. from Carnegie Mellon University, and has completed Stanford Directors’ College and Harvard Business School’s executive education program. She is well qualified to serve on our board of directors due to her significant experience in technology industry and business operations.28

~~Jason~~James ~~Scheir~~Gold, our Specialist ~~director~~Advisor, ~~has~~was ~~been~~President ~~working~~and atChief ~~Apollo~~Merchandising ~~since~~Officer ~~2008~~for ~~and~~The isNeiman ~~Partner~~Marcus ~~and~~Group, ~~the~~LLC USfrom ~~Head~~2010 ofto ~~its~~2019. ~~Hybrid~~The ~~Value~~Neiman Marcus Group ~~since~~is one ~~2008.~~of ~~Before~~the ~~joining~~premier ~~Apollo, Mr~~retailers of luxury and fashion merchandise in the U.S. ~~Scheir~~and ~~worked~~has atbeen ~~Tailwind~~operating ~~Capital,~~for over a ~~middle~~century. ~~market~~In ~~private~~his ~~equity~~role ~~firm~~as President and Chief Merchandising Officer, Mr. ~~Prior~~Gold tooversaw ~~Tailwind~~strategy, hemerchandising, ~~was~~management, aoperations, ~~member~~and ofcreative services, and led the ~~Restructuring~~company’s ~~Group~~ integrated merchant and ~~Mergers~~planning &team ~~Acquisitions~~for ~~Group~~NM atStores, ~~Rothschild~~Bergdorf ~~Inc~~Goodman, and E-Commerce. Mr. ~~Scheir~~Gold ~~currently~~joined ~~serves~~Neiman Marcus onStores ~~the~~in ~~board~~1991. ofHe ~~directors~~was appointed President and CEO of USBergdorf ~~Acute~~Goodman ~~Care~~in ~~Solutions~~2004, ~~Ingenio~~ ~~and~~a ~~Ridgeback~~position ~~Resources~~he held until October 2010. In October 2010, Mr. ~~Scheir~~Gold ~~graduated~~was ~~magna~~appointed ~~cum~~President ~~laude~~and ~~from~~Chief ~~Cornell~~Merchandising ~~University~~Officer ~~with~~for athe BSNeiman inMarcus ~~applied~~Group. ~~economics~~Mr. ~~and~~Gold ~~received~~currently serves on the ~~his~~boards Mof directors of Vuori, Inc.B and Joor, Inc.A., ~~with~~as ~~honors~~well ~~from~~as the ~~University~~non-profit, World of ~~Pennsylvania’s Wharton School~~Children. ~~Mr.~~Additionally, ~~Scheir~~he isserves ~~well~~as ~~qualified~~a Senior Advisor to ~~serve~~Roth onCapital ~~our~~and ~~board~~ Chief Executive Officer of ~~directors~~Moda ~~due~~Operandi, toan ~~his~~e-commerce ~~significant~~platform ~~experience~~transforming inthe ~~corporate~~way ~~finance,~~people ~~restructuring~~discover and shop ~~mergers~~for ~~and~~designer ~~acquisitions,~~fashion. asMr. ~~well~~Gold asholds ~~his~~a ~~service on~~B.A. ~~the~~in ~~boards~~English ofLiterature ~~directors~~from ofTulane ~~several~~University ~~public~~and ~~companies~~an M.B.A. from Harvard Business School.

28Roberta Schuhalter Karp, our Specialist Advisor, has decades of experience in the corporate, philanthropic and social impact arenas. She co-founded Karp Randel, a social impact consultancy, in September 2015. From June 2014 to September 2015, Ms. Karp served as President of the Perelman Family Foundation, which focuses on women’s health, education and the arts. From 1986 to 2008, Ms. Karp served in various positions, including Senior Vice President and General Counsel, at Liz Claiborne Inc., where she was responsible for the company’s legal and corporate affairs, including corporate communications, social responsibility initiatives, labor relations and business development. From 1994 to 2014, Ms. Karp served as a member of the board of directors of the Liz Claiborne Foundation (now Kate Spade & Company Foundation), a nonprofit organization committed to economic development for underserved women with a focus on survivors of domestic violence. Ms. Karp currently serves as a director in several organizations, including the Chair of Educational Alliance, a settlement house serving the needs of the multi-generational lower Manhattan, Human Rights First, an independent human rights advocacy organization, and the Chazen Fund to Address Domestic Violence, a donor advised fund focused on prevention. Ms. Karp began her professional career as a lawyer at Kramer Levin Naftalis & Frankel LLP, a Manhattan law firm. Ms. Karp holds a B.A. in Environmental Science from the State University of New York at Binghamton and a J.D. from Hofstra University Law School.

~~Fatou Sagnang,~~Julie Larson-Green, our ~~director~~Specialist Advisor, ~~has~~is ~~served~~the asChief anTechnology ~~Investment~~Officer ~~Director~~ at ~~Mubadala~~Magic ~~Capital~~Leap, inan ~~the~~augmented ~~firm’s~~reality ~~ventures~~device ~~team~~for ~~in London since 2018~~enterprise. InPrior to her current role, ~~Ms.~~she ~~Sagnang~~was ~~leads~~ the ~~execution~~Chief ofExperience ~~early~~Officer ~~and~~at ~~late~~Qualtrics, ~~stage~~where ~~growth~~she ~~transactions~~led ~~for~~people ~~Mubadala~~operations ~~Capital~~and ~~globally~~ product design and ~~manages~~development ~~the~~since ~~firm’s~~2017. Prior ~~stake~~to inQualtrics, ~~the~~she ~~SoftBank~~spent ~~Vision~~25 ~~Fund.~~years ~~Ms.~~at ~~Sagnang~~Microsoft where she was ~~previously~~most ~~employed~~recently atExecutive ~~Mubadala~~Vice ~~Capital~~President ~~from~~leading ~~2009~~the toMicrosoft Office ~~2013~~engineering, asproduct anmanagement, ~~associate.~~design ~~From~~and ~~2015~~research toteams. ~~2018~~In January 2020, Ms. ~~Sagnang~~Larson-Green ~~worked~~joined atthe ~~Zymergen,~~public aboard ~~SoftBank~~of ~~Vision~~Health ~~Fund~~Catalyst (NASDAQ: ~~portfolio company~~HCAT), ~~and~~based ~~helped~~in ~~scale~~Utah, to help the ~~business~~ tocompany ~~“unicorn”~~redefine ~~status.~~healthcare Msthrough improved data analytics. ~~Sagnang~~She ~~started~~leads ~~her~~the ~~career~~tech ascommittee and anis ~~analyst~~a atmember ~~McKinsey~~of &the ~~Co.~~compensation ~~She~~committee ~~holds~~at aHealth BCatalyst.~~S.E.~~ ~~from Princeton~~She ~~University~~acts ~~and~~as an ~~M.B.A.,~~advisor ~~with~~to ~~distinction~~Harper Wilde, ~~from~~a ~~Harvard~~small ~~Business~~consumer ~~School~~start up in Los Angeles, CA since 2018. Ms. ~~Sagnang~~Larson-Green is ~~well~~also ~~qualified~~on the board of Goleadoras, a non-profit that seeks to ~~serve~~battle ongender ~~our~~disparity ~~board~~by ofempowering ~~directors~~young ~~due~~women toin ~~her~~personal ~~significant~~and ~~investment~~intuitive ways. Ms. Larson-Green holds a B.A. in Business from Western Washington University and a ~~business~~M.S. ~~operations~~in ~~experience~~Software Engineering from Seattle University.

~~Roy Swan~~Kristen Titus, our Specialist ~~director~~Advisor, ~~leads~~is ~~The~~the ~~Ford~~Executive ~~Foundation’s~~Director ~~Mission~~of ~~Investments~~the ~~team~~Cognizant US Foundation, ~~managing~~leading ~~the~~a ~~foundation’s~~$100 million portfolio of ~~mission-related~~ philanthropic investments to ~~(MRIs),~~supporting ~~program-related~~technology ~~investments~~education ~~(PRIs),~~ and ~~grants~~skills ~~dedicated~~training toacross ~~ESG and~~ the ~~impact~~United ~~investing fields~~States. Before ~~joining~~leading the ~~Ford~~ ~~Foundation~~Cognizant inUS ~~2018~~Foundation, MrMs. ~~Swan~~Titus served ~~was~~as aChief ~~managing~~Technology ~~director~~& atInnovation ~~Morgan~~Officer ~~Stanley,~~of ~~where~~New heYork ~~held~~State ~~roles~~from ~~including~~2016 ~~co-head~~to ~~of Global Sustainable Finance~~2018, ~~President~~the &founding ~~COO~~Executive Director of ~~Morgan~~Girls ~~Stanley~~Who Code ~~Trust,~~from ~~and~~2012 ~~founding~~to ~~CEO~~2014, and ~~Managing~~the ~~Member~~founding ofExecutive ~~Morgan~~Director ~~Stanley~~of ~~Impact~~NYC ~~Small~~Tech ~~Business~~Talent ~~Investment Company~~Pipeline ~~LLC,~~2014 ~~where~~to he2016. ~~remains~~As aNew ~~Member.~~York’s ~~Before~~first ~~Morgan Stanley~~CTIO, Mr Ms. ~~Swan~~Titus ~~served~~led asthe ~~CFO~~State’s digital and ~~Corporate~~tech ~~Secretary~~policy atportfolios, ~~Carver~~where ~~Bancorp~~she ~~(NASDAQ: CARV)~~oversaw inhistoric ~~Harlem,~~investments ~~the~~in ~~largest~~technology ~~African~~education, ~~American-managed~~workforce, and ~~bank~~economic indevelopment. ~~the~~In ~~U.S.~~New atYork ~~that~~City, ~~time~~Ms. ~~Over~~Titus launched the ~~course~~Mayor’s ofTech ~~his~~Talent ~~career~~Pipeline, ~~Mr.~~an ~~Swan~~initiative ~~has~~mobilizing ~~also~~executives ~~worked~~ in ~~corporate~~support ~~law,~~of ~~investment~~first-of-its-kind ~~banking,~~policy ~~media~~and programming, including a new tech training and aseducation ~~founding~~portfolio, ~~Chief~~investments ~~Investment~~to ~~Officer~~realign the ofcity’s top colleges, and the ~~Upper~~launch ~~Manhattan~~of ~~Empowerment~~Computer ~~Zone~~Science for All. ~~Mr.~~ ~~Swan~~Her work has served as amodel ~~member~~for ofPresident Obama’s TechHire and CSforAll initiatives, now replicated in several cities. Previously, Ms. Titus was the ~~board~~founding ofExecutive ~~directors~~Director of ~~Varo~~Girls ~~Bank~~Who Code, the annational ~~all-digital~~nonprofit ~~nationally~~working ~~chartered~~to ~~bank~~close the gender gap in technology and engineering. Recognizing her work in the USfield, ~~since~~Ms. ~~February~~Titus was ~~2021,~~named ~~and~~one asof aTIME ~~member~~Magazine’s of“30 People Under 30 Changing the ~~Board~~World,” one of ~~Trustees~~Business ofInsider’s ~~Parnassus~~2014 ~~Funds~~“Most Influential Young People in Tech,” aone ~~socially~~of ~~responsible~~Forbes’ ~~ESG-focused~~“Women ~~mutual~~Changing ~~fund~~the ~~company~~World,” ~~since~~and ~~September~~Elle Magazine’s “11 ~~2021.~~Women ~~Mr.~~Who ~~Swan~~Might ~~received~~Just anChange Athe World.B.” ~~from~~She ~~Princeton~~was ~~University~~also ~~and~~one aof JBusiness Insider’s “Silicon Alley 100.D” Ms. ~~from~~Titus was ~~Stanford~~named ~~Law~~an ~~School~~Aspen Ideas Festival Scholar in 2013. MrMs. ~~Swan~~Titus is ~~well~~a ~~qualified~~former consultant to ~~serve~~nonprofits, onfoundations, and corporate partners ~~our~~working ~~board~~at the intersection of ~~directors~~philanthropy ~~due~~and totechnology, ~~his~~and ~~significant~~the ~~experience~~former inManaging ~~impact~~Director ~~investment~~of Jumo.com, ~~finance~~the social network for the social sector from Facebook Co-Founder Chris Hughes. She sits on the Board of CODE2040, is a member of the Women’s Forum, the Guggenheim’s Global Innovation Group and ~~public~~an ~~company~~Advisor ~~management~~at GlobalGiving and Crisis Text Line. Ms. Titus holds a B.A. in Art History from the University of Wisconsin.

Emil Woods, our director, is a Principal of LCV GP VIII, LLC (the General Partner) and LCV Blockchain Management, LLC (the Investment Manager), and the Portfolio Manager of LCV Fund VIII, L.P., a venture capital fund focused on investments in blockchain and distributed ledger technology companies. In 2012, Mr. Woods co-founded Liberty City Ventures, a New York City-based seed stage venture capital investment firm. Prior to that, Mr. Woods co-founded Cedar Hill Capital Partners, LLC, a multi-strategy institutional asset management firm in 2005. Prior to 2004, Mr. Woods was a Portfolio Manager at SAC Capital Management and, prior to that, he worked in various financial services capacities, including Portfolio Manager and Head Trader in the Equities and Asset Management divisions of Goldman Sachs & Co. He has served on the boards of several private companies, including Kabompo Holdings, Inc., the holding company of Paxos, a regulated financial institution building infrastructure to enable movement between physical and digital assets, Lukka, Inc., a software company that provides institutional grade middle and back office solutions to aggregate, normalize and process crypto transactional data into audit-ready financial and operating information, and Omega Point Research, Inc., a company that brings advanced quantitative investing to fundamental-style asset managers, funds of funds, and endowments. Mr. Woods received a B.S.E. from the Wharton School of the University of Pennsylvania. Mr. Woods is well qualified to serve on our board of directors due to his significant experience in venture capital and finance.29

Brian Weinstein, our Specialist Advisor, is President and Chief Operating Officer of Bad Robot. Bad Robot, formed by filmmaker J.J. Abrams in 2001, has ~~Advisors~~produced television series such as Lovecraft Country, Alias, Lost, Fringe, Person of Interest, and Westworld and feature films such as Super 8, Star Wars: The Force Awakens and Star Wars: Rise of Skywalker, the Star Trek, Mission: Impossible and Cloverfield franchises and interactive content including the mobile app Action Movie FX. Mr. Weinstein joined Bad Robot in June 2017 after 12 years at Creative Artists Agency (CAA). He originally served as Head of Corporate Finance at CAA, before becoming Head of Global Client Strategy. In that role, Mr. Weinstein led the agency’s efforts to maximize value, generate revenue, and oversee business development for agency clients in all areas across sports and entertainment. Before joining CAA, he was a corporate associate at the law firm Skadden, Arps, Slate, Meagher & Flom. In addition to his corporate background, Mr. Weinstein has extensive political and non-profit experience. He is the founder and Chairman Emeritus of The Opportunity Network, a non-profit focused on responding to the inequitable structures of access, college opportunity, and professional mobility that disproportionately affect students of color and students from low-income communities. In recognition of his work with The Opportunity Network, Mr. Weinstein received the Champion of Social Entrepreneurship award from CoachArt, a non-profit serving young children facing serious illness. He is also a Board Member for the US Soccer Foundation, an organization established to grow the sport of soccer in the United States, with a special emphasis on underserved communities. In 2020, Mr. Weinstein became a founding owner and investor in Angel City FC, a Los Angeles-based, majority-women founded franchise in the National Women’s Soccer League. Mr. Weinstein holds a B.A. in History from Yale University and a J.D. from Columbia Law School.

~~Our~~We currently expect our Specialist Advisors ~~assist~~to ~~our~~(i) ~~management~~assist ~~team~~us in ~~search~~sourcing ofand ~~suitable~~negotiating ~~acquisition~~with potential business combination targets, ~~following~~(ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the ~~consummation~~businesses that we acquire. In this regard, our Specialist Advisors will fulfill some of the same functions as our ~~initial~~board members. ~~public~~However, our Specialist Advisors have no written advisory agreement with us, nor do they have any other employment or compensation ~~offering~~arrangements with us. ~~They~~Moreover, our Specialist Advisors will not be under any fiduciary obligation to us nor will they perform board or committee functions, nor will they have any voting or decision-making capacity on our behalf. Our Specialist Advisors will not be required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which our board members are subject. Accordingly, if our Specialist Advisors become aware of a business combination opportunity which is suitable for any of the entities to which they have fiduciary or contractual obligations, they will honor their fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We may modify or expand our roster of Specialist Advisors as ~~follows:~~we source potential business combination targets or create value in businesses that we may acquire.

~~James Gold~~Number, ~~our~~Terms ~~Specialist Advisor, was President and Chief Merchandising Officer for The Neiman Marcus Group, LLC from 2010 to 2019. The Neiman Marcus Group is one~~ of ~~the premier retailers of luxury and fashion merchandise in the U.S. and has been operating for over a century. In his role as President and Chief Merchandising Officer~~Office, ~~Mr.~~Actions ~~Gold oversaw strategy, merchandising, management, operations,~~ and ~~creative~~Election services, and led the company’s integrated merchant and planning team for NM Stores, Bergdorf Goodman, and E-Commerce. Mr. Gold joined Neiman Marcus Stores in 1991. He was appointed President and CEO of ~~Bergdorf~~Officers ~~Goodman in 2004, a position he held until October 2010. In October 2010, Mr. Gold was appointed President~~ and Chief Merchandising Officer for the Neiman Marcus Group. Mr. Gold currently serves on the boards of directors of Vuori, Inc. and Joor, Inc., as well as the non-profit, World of Children. Additionally, he serves as a Senior Advisor to Roth Capital and Chief Executive Officer of Moda Operandi, an e-commerce platform transforming the way people discover and shop for designer fashion. Mr. Gold holds a B.A.\in English Literature from Tulane University and an M.B.A. from Harvard Business School.Director

29Our board of directors consists of six members. Holders of our founder shares will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of our outstanding common stock entitled to vote thereon. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the stockholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the remaining directors of our board or by a majority of the holders of our common stock (or, prior to our initial business combination, a majority of the holders of our founder shares).

~~Roberta Schuhalter~~Our ~~Karp,~~officers ~~our~~are ~~Specialist~~elected by ~~Advisor,~~the ~~has~~board ~~decades~~ of ~~experience~~directors ~~in the corporate, philanthropic~~ and ~~social~~serve ~~impact~~at ~~arenas.~~the ~~She co-founded~~discretion ~~Karp~~of ~~Randel,~~the aboard ~~social~~of ~~impact consultancy~~directors, inrather ~~September~~than ~~2015.~~for ~~From~~specific ~~June~~terms ~~2014~~of ~~to September 2015, Ms~~office. ~~Karp~~Our ~~served as President~~board of ~~the~~directors ~~Perelman~~is ~~Family~~authorized ~~Foundation,~~to ~~which~~appoint ~~focuses~~persons onto ~~women’s health, education and~~ the ~~arts.~~offices ~~From~~set ~~1986~~forth ~~to 2008, Ms. Karp served~~ in ~~various~~our ~~positions,~~bylaws ~~including~~as ~~Senior~~it ~~Vice~~deems ~~President and General Counsel, at Liz Claiborne Inc~~appropriate., ~~where~~Our ~~she~~bylaws ~~was~~provides ~~responsible for the company’s~~that ~~legal~~our ~~and~~officers ~~corporate~~may ~~affairs,~~consist ~~including~~of ~~corporate~~a ~~communications~~Chairperson, ~~social~~Chief ~~responsibility~~Executive ~~initiatives~~Officer, ~~labor relations and business development. From 1994 to 2014~~President, ~~Ms.~~Chief ~~Karp~~Financial ~~served as a member of the board of directors of the Liz Claiborne Foundation (now Kate Spade & Company Foundation)~~Officer, aVice ~~nonprofit organization committed to economic development for underserved women with a focus on survivors of domestic violence. Ms. Karp currently serves as a director in several organizations~~Presidents, ~~including the Chair of Educational Alliance~~Secretary, ~~a settlement house serving~~Assistant ~~the needs of the multi-generational lower Manhattan~~Secretaries, ~~Human~~Treasurer ~~Rights First, an independent human rights advocacy organization,~~ and ~~the~~such ~~Chazen Fund~~other tooffices ~~Address Domestic Violence, a donor advised fund focused on prevention. Ms. Karp began her professional career~~ as amay ~~lawyer~~be ~~at Kramer~~determined ~~Levin~~by ~~Naftalis & Frankel LLP, a Manhattan law firm. Ms. Karp holds a B.A. in Environmental Science from~~ the ~~State~~board ~~University~~ of ~~New York at Binghamton and a J~~directors.~~D. from Hofstra University Law School.~~

Julie Larson-Green, our Specialist Advisor, is the Chief Technology Officer at Magic Leap, an augmented reality device for enterprise. Prior to her current role, she was the Chief Experience Officer at Qualtrics, where she led people operations and product design and development since 2017. Prior to Qualtrics, she spent 25 years at Microsoft where she was most recently Executive Vice President leading the Microsoft Office engineering, product management, design and research teams. In January 2020, Ms. Larson-Green joined the public board of Health Catalyst (NASDAQ: HCAT), based in Utah, to help the company redefine healthcare through improved data analytics. She leads the tech committee and is a member of the compensation committee at Health Catalyst. She acts as an advisor to Harper Wilde, a small consumer start up in Los Angeles, CA since 2018. Ms. Larson-Green is also on the board of Goleadoras, a non-profit that seeks to battle gender disparity by empowering young women in personal and intuitive ways. Ms. Larson-Green holds a B.A. in Business from Western Washington University and a M.S. in Software Engineering from Seattle University.30

~~Kristen Titus,~~Committees ~~our Specialist Advisor, is the Executive Director~~ of the Cognizant US Foundation, leading a $100 million portfolio of philanthropic investments to supporting technology education and skills training across the United States. Before leading the Cognizant US Foundation, Ms. Titus served as Chief Technology & Innovation Officer of New York State from 2016 to 2018, the founding Executive Director of Girls Who Code from 2012 to 2014, and the founding Executive Director of NYC Tech Talent Pipeline 2014 to 2016. As New York’s first CTIO, Ms. Titus led the State’s digital and tech policy portfolios, where she oversaw historic investments in technology education, workforce, and economic development. In New York City, Ms. Titus launched the Mayor’s Tech Talent Pipeline, an initiative mobilizing executives in support of first-of-its-kind policy and programming, including a new tech training and education portfolio, investments to realign the city’s top colleges, and the launch of Computer Science for All. Her work has served as model for President Obama’s TechHire and CSforAll initiatives, now replicated in several cities. Previously, Ms. Titus was the founding Executive Director of Girls Who Code, the national nonprofit working to close the gender gap in technology and engineering. Recognizing her work in the field, Ms. Titus was named one of TIME Magazine’s “30 People Under 30 Changing the World,” one of Business Insider’s 2014 “Most Influential Young People in Tech,” one of Forbes’ “Women Changing the World,” and Elle Magazine’s “11 Women Who Might Just Change the World.” She was also one of Business Insider’s “Silicon Alley 100.” Ms. Titus was named an Aspen Ideas Festival Scholar in 2013. Ms. Titus is a former consultant to nonprofits, foundations, and corporate partners working at the intersection of philanthropy and technology, and the former Managing Director of Jumo.com, the social network for the social sector from Facebook Co-Founder Chris Hughes. She sits on the Board of CODE2040, is a member of the Women’s Forum, the Guggenheim’s Global Innovation Group and an Advisor at GlobalGiving and Crisis Text Line. Ms. Titus holds a B.A. in Art History from the University of Wisconsin.Directors

~~Brian Weinstein,~~Our ~~our~~board ~~Specialist Advisor, is President and Chief Operating Officer~~ of ~~Bad~~directors ~~Robot. Bad Robot, formed by filmmaker J.J. Abrams in 2001,~~ has ~~produced television series such as Lovecraft Country, Alias, Lost, Fringe, Person of Interest, and Westworld and~~ ~~feature~~two ~~films~~standing ~~such as Super 8, Star Wars~~committees: ~~The~~an ~~Force~~audit ~~Awakens~~committee and ~~Star~~a ~~Wars:~~compensation ~~Rise of Skywalker, the Star Trek, Mission: Impossible and Cloverfield franchises and interactive content including the mobile app Action Movie FX~~committee. ~~Mr.~~Subject Weinstein joined Bad Robot in June 2017 after 12 years at Creative Artists Agency (CAA). He originally served as Head of Corporate Finance at CAA, before becoming Head of Global Client Strategy. In that role, Mr. Weinstein led the agency’s efforts to ~~maximize value, generate revenue, and oversee business development for agency clients~~ phase-in ~~all~~rules ~~areas across sports~~ and ~~entertainment.~~a ~~Before~~limited ~~joining CAA~~exception, ~~he was a corporate associate at~~ the ~~law~~ ~~firm Skadden, Arps, Slate, Meagher & Flom. In addition to his corporate background, Mr. Weinstein has extensive political and~~rules ~~non-profit~~of ~~experience.~~Nasdaq ~~He is the founder~~ and ~~Chairman~~Rule ~~Emeritus~~10A of ~~The~~ ~~Opportunity Network, a non-profit focused on responding to~~ the ~~inequitable~~Exchange ~~structures~~Act ofrequire ~~access, college opportunity, and professional mobility~~ that ~~disproportionately~~the ~~affect~~audit ~~students~~committee of ~~color and~~a ~~students~~listed ~~from~~company ~~low-income~~be ~~communities.~~comprised Insolely ~~recognition~~ of ~~his~~independent ~~work with The Opportunity Network, Mr~~directors. ~~Weinstein received~~ ~~the~~Subject ~~Champion~~to ~~of Social Entrepreneurship award from CoachArt, a non~~phase-~~profit~~in ~~serving~~rules ~~young~~and ~~children facing serious illness. He is also~~ a ~~Board~~limited ~~Member~~exception, ~~for~~ the USrules ~~Soccer~~of ~~Foundation,~~Nasdaq anrequire ~~organization~~that ~~established to grow~~ the ~~sport~~compensation committee of ~~soccer~~a inlisted ~~the~~company ~~United States,~~be ~~with~~comprised asolely ~~special~~of ~~emphasis~~independent ~~on underserved communities~~directors. InEach ~~2020,~~committee ~~Mr.~~will ~~Weinstein~~operate ~~became~~under a ~~founding~~charter ~~owner~~that ~~and~~has ~~investor~~been inapproved ~~Angel~~by ~~City~~our ~~FC,~~board aand ~~Los Angeles-based,~~will ~~majority-women founded franchise in~~ have the ~~National~~composition ~~Women’s Soccer League. Mr. Weinstein holds a B.A. in History from Yale University~~ and aresponsibilities ~~J.D.~~described ~~from Columbia Law School~~below.

30Audit Committee

We ~~currently~~ expect our Specialist Advisors to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the businesses that we acquire. In this regard, our Specialist Advisors will fulfill some of the same functions as our board members. However, our Specialist Advisors have noestablished ~~written~~an ~~advisory agreement with us, nor do they have~~audit ~~any other employment or compensation arrangements with us. Moreover, our Specialist Advisors will not be under any fiduciary obligation to us nor will they perform board or~~ committee ~~functions, nor will they have any voting or decision-making capacity on our behalf. Our Specialist Advisors will not be required to devote any specific amount~~ of ~~time to our efforts or be subject to~~ the ~~fiduciary requirements to which our~~ board ~~members~~of ~~are subject~~directors. ~~Accordingly,~~The ifmembers ~~our Specialist Advisors become aware~~ of aour ~~business~~audit ~~combination~~committee ~~opportunity~~are ~~which is~~Roy ~~suitable for any of the entities to which they have fiduciary or contractual obligations~~Swan, ~~they~~Fatou ~~will~~Sagnang ~~honor their fiduciary or contractual obligations to present such business combination opportunity to such entity,~~ and ~~only~~Jason ~~present~~Scheir. itRoy toSwan usserves as ~~if such entity rejects~~ the ~~opportunity. We~~chair ~~may modify or expand our roster~~ of ~~Specialist~~the ~~Advisors~~audit ~~as we source potential business combination targets or create value in businesses that we may acquire~~committee.

~~Number, Terms~~Each member of ~~Office,~~the ~~Actions~~audit committee meets the financial literacy requirements of Nasdaq and ~~Election~~our board of ~~Officers~~directors has determined that Roy Swan qualifies as an “audit committee financial expert” as defined in applicable SEC rules and ~~Director~~has accounting or related financial management expertise.

~~Our board~~The ofprimary ~~directors~~purposes ~~consists~~ of ~~six members. Holders of our founder shares will have the right to elect all of our directors prior to~~ ~~consummation of~~ our ~~initial~~audit ~~business~~committee ~~combination~~are ~~and holders of our public shares will not have the right~~ to ~~vote~~assist on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of our outstanding common stock entitled to vote thereon. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the stockholders, any vacancies on our board’s ofoversight ~~directors may be filled by the affirmative vote~~ of ~~a majority of the remaining directors of our board or by a majority of the holders of our common stock (or, prior to our initial business combination, a majority of the holders of our founder shares).~~ :

~~Our officers~~● ~~are~~audits ~~elected by the board~~ of ~~directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in~~ our ~~bylaws~~financial as it deems appropriate. Our bylaws provides that our officers may consist of a Chairperson, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors.statements;

~~Committees of~~● the ~~Board~~integrity of ~~Directors~~our financial statements;

~~Our board~~● ofour ~~directors~~process ~~has~~relating ~~two standing committees: an audit committee and a compensation committee. Subject~~ to ~~phase-in~~risk ~~rules~~management and ~~a limited exception,~~ the ~~rules~~conduct ~~of Nasdaq~~ and ~~Rule~~systems ~~10A~~ of ~~the~~internal ~~Exchange~~control ~~Act~~over ~~require~~financial ~~that~~reporting ~~the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules~~ and adisclosure ~~limited~~controls exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that has been approved by our board and ~~will have the composition and responsibilities described below.~~procedures;

~~Audit Committee~~● the qualifications, engagement, compensation, independence and performance of our independent registered public accounting firm;

~~We have~~● ~~established an audit committee of~~ the ~~board~~performance of ~~directors. The members of~~ our internal audit ~~committee~~function; ~~are Roy Swan, Fatou Sagnang~~ and ~~Merline Saintil. Roy Swan serves as the chair of the audit committee.~~

~~Each member~~● ofany ~~the~~related ~~audit~~person ~~committee~~transactions ~~meets~~and ~~the~~other ~~financial~~significant ~~literacy~~conflicts ~~requirements~~ of Nasdaq and our board of directors has determined that Roy Swan qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertiseinterest.

The ~~primary~~ ~~purposes~~audit ofcommittee ~~our~~is ~~audit~~governed by ~~committee~~a ~~are~~charter tothat ~~assist~~complies with the ~~board’s~~listing ~~oversight~~rules of: Nasdaq.

●Compensation ~~audits of our financial statements;~~Committee

●We have established a compensation committee of the ~~integrity~~board of directors. The members of our ~~financial~~compensation ~~statements;~~committee are Emil Woods and Roy Swan. Emil Woods serves as the chair of the compensation committee.

●The ~~our~~primary ~~process~~purposes ~~relating~~of our tocompensation ~~risk~~committee ~~management~~are ~~and~~to assist the ~~conduct~~board ~~and~~in ~~systems~~overseeing ofour ~~internal~~management ~~control~~compensation ~~over~~policies ~~financial reporting~~ and ~~disclosure~~practices, ~~controls and procedures;~~including:

31● determining and approving the compensation of our executive officers; and

● ~~the~~reviewing ~~qualifications,~~and ~~engagement,~~approving incentive compensation, ~~independence~~ and ~~performance~~equity ofcompensation ~~our~~policies ~~independent~~and ~~registered public accounting firm;~~programs.

●The ~~the~~compensation ~~performance~~committee is ofgoverned ~~our~~by ~~internal~~a ~~audit~~charter ~~function;~~that ~~and~~complies with the listing rules of Nasdaq.

~~● any related person transactions and other significant conflicts of interest.~~31

~~The audit~~Director ~~committee is governed by a charter that complies with the listing rules of Nasdaq.~~Nominations

~~Compensation~~We do not have a standing ~~Committee~~nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq listing rules. In accordance with Rule 5605 of the Nasdaq listing rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Jason Scheir, Fatou Sagnang, Roy Swan and Emil Woods. In accordance with Rule 5605 of the Nasdaq listing rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

~~We have~~The ~~established~~board aof ~~compensation~~directors ~~committee~~will also ofconsider ~~the~~director ~~board~~candidates ofrecommended ~~directors.~~for ~~The~~nomination ~~members~~by of our ~~compensation~~stockholders ~~committee~~during such times as they are ~~Emil~~seeking ~~Woods~~proposed nominees to stand for election at the next annual meeting of stockholders (or, ~~Roy~~if ~~Swan and~~applicable, ~~Merline~~a ~~Saintil~~special meeting of stockholders). ~~Emil~~Our ~~Woods~~stockholders that ~~serves~~wish asto ~~the~~nominate ~~chair~~a director for election to our board of directors should follow the ~~compensation~~procedures ~~committee~~set forth in our bylaws.

~~The~~We have not formally established ~~primary~~any ~~purposes~~specific, ofminimum ~~our~~qualifications ~~compensation~~that ~~committee~~must be met or skills that are necessary for directors to ~~assist~~possess. In general, in identifying and evaluating nominees for director, the board inof ~~overseeing~~directors considers educational background, diversity of professional experience, knowledge of our ~~management~~business, ~~compensation~~integrity, ~~policies~~professional ~~and~~reputation, ~~practices~~independence, wisdom, and the ability to represent the best interests ~~including:~~of our stockholders.

●Code ~~determining and approving the compensation~~ of ~~our~~Conduct ~~executive officers;~~ and Ethics

●We ~~reviewing~~have adopted a Code of Conduct and ~~approving~~Ethics ~~incentive~~applicable ~~compensation~~to our directors, officers and ~~equity~~employees. ~~compensation~~A ~~policies~~copy of the Code of Conduct and ~~programs~~Ethics is available for review by accessing our public filings at the SEC’s web site at www.sec.gov. Any amendments to or waivers of certain provisions of our Code of Conduct and Ethics will be disclosed in a current report on Form 8-K.

~~The compensation~~ITEM ~~committee~~11. isEXECUTIVE ~~governed by a charter that complies with the listing rules of Nasdaq.~~COMPENSATION

~~Director~~None of our officers or ~~Nominations~~directors have received any cash compensation for services rendered to us. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or their affiliates.

~~We do~~After ~~not~~the ~~have~~completion aof our ~~standing~~initial ~~nominating~~business ~~committee~~combination, ~~though~~directors weor ~~intend~~members toof ~~form~~our amanagement ~~corporate~~team ~~governance~~who ~~and~~remain ~~nominating~~with ~~committee~~us asmay ~~and~~be ~~when~~paid ~~required to~~consulting, domanagement soor other byfees ~~law~~from orthe ~~Nasdaq~~combined ~~listing rules~~company. InAll ~~accordance~~of ~~with~~these ~~Rule~~fees ~~5605~~will ofbe ~~the~~fully ~~Nasdaq~~disclosed ~~listing~~to ~~rules~~stockholders, ato ~~majority of~~ the ~~independent~~extent ~~directors may~~then ~~recommend~~known, ain ~~director~~the ~~nominee~~tender offer ~~for~~materials ~~selection~~or byproxy ~~the~~solicitation ~~board~~materials offurnished ~~directors.~~to ~~The~~our ~~board~~stockholders ofin ~~directors~~connection ~~believes~~with ~~that~~a ~~the~~proposed ~~independent~~business ~~directors~~combination. It ~~can~~is ~~satisfactorily~~unlikely ~~carry out~~ the ~~responsibility~~amount of ~~properly~~such ~~selecting~~compensation orwill ~~approving~~be ~~director~~known ~~nominees~~at ~~without~~ the ~~formation~~time ofsuch amaterials ~~standing nominating~~are ~~committee.~~distributed, ~~The~~because ~~directors who will participate in~~ the ~~consideration~~directors ~~and recommendation~~ of ~~director~~the ~~nominees~~post-combination business ~~are~~will ~~Merline~~be ~~Saintil, Jason~~responsible ~~Scheir,~~for ~~Fatou~~determining ~~Sagnang,~~executive ~~Roy~~officer ~~Swan~~ and ~~Emil~~director ~~Woods~~compensation. InAny ~~accordance~~compensation ~~with~~to ~~Rule~~be ~~5605~~paid ofto ~~the~~our ~~Nasdaq listing rules, all such directors are~~officers ~~independent.~~will Asbe ~~there~~determined isby noa ~~standing~~compensation ~~nominating~~ committee, weconstituted dosolely ~~not~~by ~~have~~independent ~~a nominating committee charter in place~~directors.

The ~~board~~ ofexistence ~~directors~~or ~~will~~terms ~~also~~of any ~~consider~~employment ~~director~~or ~~candidates~~consulting ~~recommended~~arrangements ~~for~~may ~~nomination~~influence by our ~~stockholders~~management’s ~~during~~motivation ~~such~~in ~~times~~identifying asor ~~they~~selecting ~~are seeking~~a ~~proposed~~target ~~nominees~~business but towe ~~stand~~do ~~for~~not ~~election~~believe atthat the ~~next~~ability ~~annual~~of ~~meeting~~our ofmanagement ~~stockholders~~to ~~(or,~~remain ifwith ~~applicable,~~us aafter ~~special~~the ~~meeting~~consummation of ~~stockholders).~~our initial business combination ~~Our~~will ~~stockholders~~be ~~that~~a ~~wish~~determining factor in our decision to ~~nominate~~proceed awith ~~director~~any ~~for~~potential ~~election~~business combination. We are not party to any agreements with our ~~board~~officers ofand directors ~~should~~that ~~follow~~provide ~~the~~for ~~procedures~~benefits ~~set~~upon ~~forth~~termination inof ~~our bylaws~~employment.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.32

~~Code of~~ITEM ~~Conduct~~12. ~~and~~SECURITY ~~Ethics~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~We have~~The ~~adopted~~following atable ~~Code of Conduct and Ethics applicable to our directors, officers and employees. A copy of the Code of Conduct and Ethics~~sets isforth ~~available~~information ~~for~~regarding ~~review by accessing our public filings at~~ the ~~SEC’s~~beneficial ~~web~~ownership ~~site at www.sec.gov. Any amendments to or waivers~~ of ~~certain provisions~~our ofcommon ~~our~~stock ~~Code~~as of ~~Conduct~~March ~~and~~30, ~~Ethics~~2023, ~~will be disclosed in a current report on Form 8-K.~~by:

~~ITEM 11.~~● ~~EXECUTIVE~~each ~~COMPENSATION~~person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

~~None~~ ● each of our ~~officers~~executive ~~or directors have received any cash compensation for services rendered to us. Our sponsor,~~ officers and directors, ~~or any~~that ofbeneficially ~~their~~owns ~~respective~~shares ~~affiliates, will be reimbursed for any reasonable out-~~of~~-pocket~~ ~~expenses incurred in connection with activities on~~ our ~~behalf~~common ~~such~~stock; ~~as identifying potential target businesses~~ and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or their affiliates.

32● all our executive officers and directors as a group.

~~After~~ In the ~~completion~~table below, percentage ownership is based on 9,339,044 shares of our ~~initial~~common ~~business~~stock, ~~combination~~consisting of (i) 3,589,044 ~~directors~~shares orof ~~members~~our Class A common stock, and (ii) 5,750,000 shares of our ~~management~~Class ~~team~~B ~~who~~common ~~remain~~stock, ~~with~~issued usand ~~may~~outstanding beas ~~paid~~of ~~consulting~~March 30, ~~management~~ or2023. ~~other~~Voting ~~fees~~power ~~from~~represents the combined ~~company.~~voting ~~All~~power of shares ~~these~~of ~~fees~~Class ~~will~~A becommon ~~fully~~stock ~~disclosed~~and toshares ~~stockholders,~~of toClass ~~the~~B ~~extent~~common ~~then~~stock ~~known~~owned beneficially by such person. On all matters to be voted upon, inthe holders of the ~~tender~~shares ~~offer~~of ~~materials~~Class orA ~~proxy~~common ~~solicitation~~stock ~~materials~~and ~~furnished~~shares toof ~~our~~Class ~~stockholders~~B incommon ~~connection~~stock ~~with~~vote atogether ~~proposed~~as ~~business~~a ~~combination~~single class. It isCurrently, ~~unlikely~~all of the ~~amount~~shares of ~~such~~Class ~~compensation~~B ~~will~~common bestock ~~known~~are atconvertible ~~the~~into ~~time~~Class ~~such~~A ~~materials~~common ~~are~~stock ~~distributed,~~on ~~because~~a ~~the~~one-for-one ~~directors~~basis. ofThe ~~the post-combination~~table ~~business~~below ~~will~~does benot ~~responsible~~include the ~~for~~Class ~~determining~~A ~~executive~~common ~~officer~~stock ~~and~~underlying ~~director~~the ~~compensation.~~private ~~Any~~placement ~~compensation~~warrants held or to be ~~paid to~~held by our officers ~~will~~or besponsor ~~determined~~because bythese asecurities are ~~compensation~~not ~~committee~~exercisable ~~constituted~~within ~~solely~~60 bydays ~~independent~~of ~~directors~~this annual report.

~~The existence~~Unless orotherwise ~~terms of any employment or consulting arrangements may influence our management’s motivation in identifying or selecting~~indicated, ~~a target business but~~ we ~~do not~~ believe that ~~the~~all ~~ability~~persons ofnamed ~~our~~in ~~management to remain with us after~~ the ~~consummation~~table ofhave ~~our~~sole ~~initial~~voting ~~business combination~~and ~~will~~investment bepower awith ~~determining~~respect ~~factor in our decision~~ to ~~proceed~~all ~~with~~shares ~~any~~of ~~potential~~common ~~business~~stock ~~combination. We are not party to any~~beneficially ~~agreements~~owned ~~with~~by ~~our officers and directors that provide for benefits upon termination of employment~~them.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾		Approximate Percentage of Outstanding Common Stock
Current Directors and Executive Officers:
Hope S. Taitz⁽³⁾		5,750,000		61.6	%
Susan Hassan		—		—
Jason Scheir		—		—
Emil Woods		—		—
Fatou Sagnang		—		—
Roy Swan		—		—
All executive officers and directors as a group (six individuals)		5,750,000		61.6	%
Five Percent or More Holders:
Aequi Sponsor LLC⁽³⁾		5,750,000		61.6	%
Guggenheim Capital, LLC⁽⁴⁾		999,157		10.7	%

The following table sets forth information regarding the beneficial ownership of our common stock as of March 24, 2022, by:

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is 500 West Putnam Avenue, Suite 400, Greenwich, CT 06830.

(2)	Interests shown consist solely of founder shares, classified as shares of Class B common stock. The founder shares will convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

(3)	Represents the interests directly held by Aequi Sponsor LLC, our sponsor. Ms. Hope S. Taitz is the managing member of our sponsor. As such, she may be deemed to have beneficial ownership of the Class B Common Stock held directly by our sponsor. Ms. Taitz disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest she may have therein, directly or indirectly. Each of our officers and directors and our Specialist Advisor is a member of our sponsor or have direct or indirect economic interests in our sponsor, and each of them disclaims any beneficial ownership other than to the extent of his or her pecuniary interest.

(4)	Based on a Schedule 13G/A jointly filed with the SEC by Guggenheim Capital, LLC (“Guggenheim Capital”), Guggenheim Partners, LLC (“Guggenheim Partners”), GI Holdco II LLC (“GI Holdco II”), GI Holdco LLC (“GI Holdco”), Guggenheim Partners Investment Management Holdings, LLC (“GPIMH”), and Guggenheim Partners Investment Management, LLC (“GPIM”) on February 15, 2023 regarding shares of Class A common stock underlying units beneficially owned directly by GPIM and by another subsidiary of Guggenheim Capital (the “Guggenheim Subsidiary”). As a result of its role as investment adviser, GPIM may be deemed to be the beneficial owner of certain of the shares. Guggenheim Capital may be deemed the beneficial owner of certain shares beneficially owned by GPIM and indirectly by GPIMH, GI Holdco, GI Holdco II and Guggenheim Partners. GPIM shares investment discretion over certain shares with the Guggenheim Subsidiary. The business address of Guggenheim Capital and Guggenheim Partners is 227 West Monroe Street, Chicago, IL 60606. The business address of GI Holdco II, GI Holdco and GPIMH is 330 Madison Avenue, New York, NY 10017. The business address of GPIM is 100 Wilshire Boulevard, 5^th Floor, Santa Monica, CA 90401.

●Our ~~each~~sponsor ofand our ~~executive~~ officers and directors ~~that~~are ~~beneficially~~deemed ~~owns~~to ~~shares~~be of our ~~common~~“promoters” ~~stock;~~as ~~and~~such term is defined under the federal securities laws.

~~● all our executive officers and directors as a group.~~33

~~In the~~Transfers ~~table below, percentage ownership is based on 28,750,000 shares~~ of ~~our~~Founder ~~common~~Shares ~~stock, consisting of (i) 23,000,000 shares of our Class A common stock,~~ and ~~(ii)~~Private ~~5,750,000 shares of our Class B common stock, issued and outstanding as of March 24, 2022. Voting power represents~~Placement the combined voting power of shares of Class A common stock and shares of Class B common stock owned beneficially by such person. On all matters to be voted upon, the holders of the shares of Class A common stock and shares of Class B common stock vote together as a single class. Currently, all of the shares of Class B common stock are convertible into Class A common stock on a one-for-one basis. The table below does not include the Class A common stock underlying the private placement warrants held or to be held by our officers or sponsor because these securities are not exercisable within 60 days of this annual report. Warrants

~~Unless~~The founder shares, private ~~otherwise~~placement ~~indicated~~warrants and any shares of Class A common stock issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement with us entered into by our sponsor, officers and directors. Those lock-up provisions provide that such securities are not transferable, assignable or salable (i) in the case of the founder shares, until the earliest to occur of: (A) one year after the completion of our initial business combination; (B) subsequent to our initial business combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination; and (C) the date following the completion of our initial business combination on which we ~~believe~~complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all ~~persons~~of ~~named~~our public stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the ~~table~~case ~~have~~of ~~sole~~the ~~voting~~private placement warrants and ~~investment~~the ~~power~~respective Class A common stock underlying such warrants, until 30 days after the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with ~~respect~~the consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of our liquidation prior to our completion of our initial business combination; (g) by virtue of the laws of the State of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; or (h) in the event of our liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all ~~shares~~of our stockholders having the right to exchange their shares of common stock ~~beneficially~~for ~~owned~~cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound by ~~them~~these transfer restrictions.

Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned(2)		Approximate Percentage of Outstanding Common Stock
Current Directors and Executive Officers:
Hope S. Taitz(3)		5,750,000		20.0	%
Emil Woods		—		—
Jason Scheir		—		—
Merline Saintil		—		—
Fatou Sagnang		—		—
Roy Swan		—		—
All executive officers and directors as a group (six individuals)		5,750,000		20.0	%
Five Percent or More Holders:
Aequi Sponsor LLC(3)		5,750,000		20.0	%
Guggenheim Capital, LLC(4)		2,980,000		10.4	%

Registration Rights

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is 500 West Putnam Avenue, Suite 400, Greenwich, CT 06830.
(2)	Interests shown consist solely of founder shares, classified as shares of Class B common stock. The founder shares will convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans, if any, will have registration rights to require us to register a sale of any of our securities held by them (in the case of the founder shares, only after conversion to our Class A common stock) pursuant to a registration rights agreement to be entered into on or prior to the closing of our initial public offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders will have certain “piggy-back” registration rights to include such securities in other registration statements filed by us and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, on the earliest to occur of: (A) one year after the completion of our initial business combination; (B) subsequent to our initial business combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination; and (C) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the private placement warrants and the respective Class A common stock underlying such warrants, 30 days after the completion of our initial business combination. We will bear the costs and expenses incurred in connection with filing any such registration statements.

33Securities Authorized for Issuance under Equity Compensation Plans

(3)

Represents the interests directly held by Aequi Sponsor LLC, our sponsor. Ms. Hope S. Taitz is the managing member of our sponsor. As such, she may be deemed to have beneficial ownership of the Class B Common Stock held directly by our sponsor. Ms. Taitz disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest she may have therein, directly or indirectly. Each of our officers and directors and our Specialist Advisor is a member of our sponsor or have direct or indirect economic interests in our sponsor, and each of them disclaims any beneficial ownership other than to the extent of his or her pecuniary interest.

(4)

Based on a Schedule 13G jointly filed with the SEC by Guggenheim Capital, LLC (“Guggenheim Capital”), Guggenheim Partners, LLC (“Guggenheim Partners”), GI Holdco II LLC (“GI Holdco II”), GI Holdco LLC (“GI Holdco”), Guggenheim Partners Investment Management Holdings, LLC (“GPIMH”), and Guggenheim Partners Investment Management, LLC (“GPIM”) on December 10, 2020 regarding shares of Class A common stock underlying units beneficially owned directly by GPIM and by another subsidiary of Guggenheim Capital (the “Guggenheim Subsidiary”). As a result of its role as investment adviser, GPIM may be deemed to be the beneficial owner of certain of the shares. Guggenheim Capital may be deemed the beneficial owner of certain shares beneficially owned by GPIM and indirectly by GPIMH, GI Holdco, GI Holdco II and Guggenheim Partners. GPIM shares investment discretion over certain shares with the Guggenheim Subsidiary. The business address of Guggenheim Capital and Guggenheim Partners is 227 West Monroe Street, Chicago, IL 60606. The business address of GI Holdco II, GI Holdco and GPIMH is 330 Madison Avenue, New York, NY 10017. The business address of GPIM is 100 Wilshire Boulevard, 5th Floor, Santa Monica, CA 90401.

None.

~~Our sponsor~~Changes ~~and~~in ~~our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.~~Control

~~Transfers of Founder Shares and Private Placement Warrants~~None.

The founder shares, private placement warrants and any shares of Class A common stock issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement with us entered into by our sponsor, officers and directors. Those lock-up provisions provide that such securities are not transferable, assignable or salable (i) in the case of the founder shares, until the earliest to occur of: (A) one year after the completion of our initial business combination; (B) subsequent to our initial business combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination; and (C) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the private placement warrants and the respective Class A common stock underlying such warrants, until 30 days after the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of our liquidation prior to our completion of our initial business combination; (g) by virtue of the laws of the State of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; or (h) in the event of our liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.34

~~The holders~~In ofSeptember ~~the founder shares~~2020, ~~private~~our ~~placement~~sponsor purchased ~~warrants and warrants that may be issued upon conversion of working capital loans~~8, ~~if any~~625,000 ~~will~~founder ~~have~~shares ~~registration rights to require us to register a sale of any of our securities held by them~~ (inshares ~~the case~~ of ~~the founder shares, only after conversion to our~~ Class AB common stock) ~~pursuant~~for toan aaggregate ~~registration~~price ~~rights agreement to be entered into on or prior to the closing~~ of ~~our initial public offering~~$25,000. ~~These~~On ~~holders~~October ~~will be entitled to make up to three demands~~5, ~~excluding short form registration demands~~2020, ~~that~~our ~~we register such securities for sale under the Securities Act. In addition, these holders will have certain “piggy-back”~~sponsor ~~registration~~transferred ~~rights to include such securities in other registration statements filed by us and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However~~350,000 the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, ~~on the earliest~~ to ~~occur of: (A) one year after the completion of~~ our ~~initial business~~legal ~~combination;~~counsel ~~(B)~~as ~~subsequent~~compensation tofor ~~our~~its ~~initial~~services ~~business~~in ~~combination,~~lieu ~~if the last reported sale price~~ of ~~the~~a ~~Class~~cash Apayment ~~common~~for ~~stock equals or exceeds $12~~fees.00 ~~per~~In ~~share~~November ~~(as~~2020, ~~adjusted~~our ~~for~~sponsor ~~stock~~returned ~~splits,~~to ~~stock dividends~~us, ~~reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing~~ at ~~least~~no ~~150~~cost, ~~days~~an ~~after~~aggregate ~~our initial business combination; and (C) the date following the completion~~ of ~~our initial business combination on which we complete a liquidation~~2, ~~merger~~875,000 ~~stock~~founder ~~exchange~~shares, ~~reorganization~~which orwe ~~other~~cancelled, ~~similar~~resulting ~~transaction that results~~ in ~~all~~an ofaggregate ~~our public stockholders having the right to exchange their shares~~ of ~~common stock for cash~~5, ~~securities or other property~~750,000 ~~and~~founder ~~(ii)~~shares inoutstanding. ~~the~~All ~~case~~share ~~of the private placement warrants~~ and ~~the~~per-share ~~respective~~amounts ~~Class~~have Abeen ~~common stock~~retroactively ~~underlying~~restated ~~such~~to ~~warrants,~~reflect ~~30 days after~~ the ~~completion~~stock ~~of our initial business combination~~cancellation. ~~We will bear the costs and expenses incurred in connection with filing any such registration statements.~~

34Our sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the founder shares until the earlier to occur of: (A) one year after the completion of an initial business combination and (B) subsequent to an initial business combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (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 an initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property.

~~ITEM~~On September 1, 2020, our 13sponsor issued an unsecured promissory note to us (the “Promissory Note”), pursuant to which we may borrow up to an aggregate principal amount of $300,000. ~~CERTAIN~~The ~~RELATIONSHIPS~~Promissory ~~AND~~Note ~~RELATED~~was ~~TRANSACTIONS~~non-interest bearing and payable on the earlier of (i) March 31, ~~AND~~2021 ~~DIRECTOR~~or ~~INDEPENDENCE~~(ii) the consummation of our initial public offering. As of November 24, 2020, there was $104,208 outstanding under the Promissory Note which was re-paid in full on December 29, 2020 and canceled.

In order to finance transaction ~~September~~costs ~~2020~~in connection with an initial business combination, our sponsor ~~purchased~~or 8an affiliate of our sponsor,~~625~~ or certain of our officers and directors may,~~000~~ ~~founder~~but ~~shares~~are ~~(shares~~not ofobligated ~~Class~~to, Bloan ~~common~~us ~~stock)~~funds ~~for~~as anmay ~~aggregate~~be ~~price~~required of(“Working ~~$25,000~~Capital Loans”). OnIf we complete an initial ~~October~~business 5combination, ~~2020,~~we ~~our~~would ~~sponsor~~repay ~~transferred~~the ~~350,000~~Working ~~founder~~Capital ~~shares~~Loans toout ~~our~~of ~~legal~~the ~~counsel~~proceeds asof ~~compensation~~the ~~for~~trust ~~its~~account ~~services~~released into ~~lieu~~us. ofOtherwise, ~~a cash~~the ~~payment~~Working ~~for~~Capital ~~fees~~Loans ~~relating~~would tobe ~~our~~repaid ~~initial~~only ~~public~~out ~~offering~~of funds held outside the trust account. In ~~November~~the ~~2020~~event that an initial business combination does not close, ~~our~~we ~~sponsor~~may ~~returned~~use a portion of proceeds held outside the trust account to usrepay the Working Capital Loans, atbut no ~~cost~~proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, anthe ~~aggregate~~terms of 2such Working Capital Loans,~~875~~ if any,~~000~~ have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be ~~founder~~repaid ~~shares~~upon consummation of an initial business combination, ~~which~~without weinterest, ~~cancelled~~or, ~~resulting~~at inthe anlender’s ~~aggregate~~discretion, ofup 5to $1,~~750~~500,000 of ~~founder~~such ~~shares~~Working ~~outstanding.~~Capital ~~All~~Loans ~~share~~may ~~and~~be ~~per~~convertible into warrants of the post-~~share~~initial ~~amounts~~business combination entity at a price of $1.50 per ~~have~~warrant. ~~been~~The ~~retroactively~~warrants ~~restated~~would tobe ~~reflect~~identical to the ~~stock~~private ~~cancellation~~placement warrants. As of December 31, 2022, there were no Working Capital Loans outstanding.

~~Our sponsor~~If ~~has agreed, subject to limited exceptions, not to transfer, assign or sell~~ any of ~~the~~our ~~founder~~officers ~~shares until the earlier to occur~~or ~~of:~~directors ~~(A)~~becomes ~~one~~aware ~~year after the completion~~ of ana ~~initial~~ business combination ~~and~~opportunity ~~(B)~~that ~~subsequent~~falls towithin ~~an initial business combination, (x) if~~ the ~~last~~line ~~reported~~of ~~sale~~business ~~price~~ of ~~the~~any ~~Class~~entity Ato ~~common~~which ~~stock~~he ~~equals~~ or ~~exceeds~~she has ~~$12.00~~then-current ~~per~~fiduciary ~~share~~or ~~(as~~contractual ~~adjusted for stock splits~~obligations, ~~stock~~he ~~capitalizations, reorganizations,~~or ~~recapitalizations~~she ~~and~~may ~~the~~be ~~like)~~required ~~for~~to ~~any~~present 20such ~~trading~~business ~~days~~combination ~~within~~opportunity ~~any~~to such ~~30-trading~~entity ~~day~~prior ~~period~~to ~~commencing~~presenting atsuch ~~least 150 days after an initial~~ business combination, oropportunity ~~(y)~~to ~~the~~us. ~~date~~All onof ~~which~~our weofficers ~~complete~~and adirectors ~~liquidation,~~currently ~~merger,~~have ~~capital~~certain relevant ~~stock~~fiduciary ~~exchange~~duties or ~~other~~contractual ~~similar transaction~~obligations that ~~results~~may intake ~~all~~priority ofover ~~the~~their ~~public~~duties ~~stockholders having the right~~ to ~~exchange their shares of common stock for cash, securities or other property~~us.

~~On September~~We 1,have ~~2020,~~entered ~~our~~into ~~sponsor issued~~ an agreement ~~unsecured~~with ~~promissory~~our ~~note to us (the “Promissory Note”)~~sponsor, pursuant to which we ~~may borrow~~will uppay toa antotal ~~aggregate principal amount~~ of $~~300~~10,000. ~~The~~per ~~Promissory~~month ~~Note~~for ~~was~~office ~~non-interest~~space, ~~bearing~~administrative and ~~payable~~support ~~on the earlier of (i)~~services ~~March~~to ~~31,~~such ~~2021~~affiliate. orUpon ~~(ii)~~completion ~~the consummation~~ of our initial ~~public~~business ~~offering.~~combination Asor ofour ~~November 24~~liquidation, ~~2020,~~we ~~there~~will ~~was~~cease ~~$104,208~~paying ~~outstanding~~these ~~under the~~monthly ~~Promissory~~fees. ~~Note~~In addition, ~~which~~our ~~was~~sponsor ~~re-paid~~will inbe ~~full~~entitled onto ~~December~~be ~~29,~~reimbursed ~~2020~~for ~~and~~any ~~canceled~~out-of-pocket expenses.

~~In order~~Our ~~to finance transaction costs in connection with an initial business combination, our~~ sponsor ~~or an affiliate of our sponsor~~, ~~or certain of our~~ officers and directors ~~may~~, ~~but~~or ~~are~~any ~~not~~of ~~obligated~~their torespective affiliates, ~~loan~~will ~~us funds as may~~ be ~~required~~reimbursed ~~(“Working~~for ~~Capital~~any ~~Loans”). If~~reasonable ~~we complete an initial business combination, we would repay the Working Capital Loans~~ out -of-pocket ~~the~~expenses ~~proceeds~~incurred ofin ~~the trust account released~~connection towith ~~us.~~activities ~~Otherwise,~~on ~~the~~our ~~Working~~behalf ~~Capital~~such ~~Loans~~as ~~would~~identifying bepotential ~~repaid~~target ~~only~~businesses ~~out~~and ofperforming ~~funds~~due ~~held~~diligence ~~outside~~on ~~the~~suitable ~~trust~~business ~~account~~combinations. ~~In the event that an initial~~ ~~business~~Our ~~combination~~audit ~~does~~committee ~~not~~will ~~close,~~review weon ~~may use~~ a ~~portion~~quarterly ofbasis ~~proceeds~~all ~~held~~payments ~~outside~~that ~~the~~were ~~trust~~made ~~account~~by us to ~~repay~~our ~~the Working Capital Loans~~sponsor, ~~but~~ ~~no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing~~officers, ~~the~~directors ~~terms~~or ofour ~~such~~or ~~Working Capital Loans, if~~ any, ~~have~~of ~~not~~their ~~been~~affiliates ~~determined~~ and nowill ~~written~~determine ~~agreements~~which ~~exist~~expenses ~~with~~and ~~respect~~the toamount ~~such~~of ~~loans.~~expenses ~~The~~that ~~Working~~will ~~Capital Loans would either~~ be ~~repaid~~reimbursed. ~~upon~~There ~~consummation~~is ofno ancap ~~initial business combination, without interest,~~ or, atceiling on the ~~lender’s~~reimbursement ~~discretion, up to $1,500,000~~ of ~~such~~reasonable ~~Working Capital Loans may be convertible into warrants~~ out-of ~~the post~~-~~initial~~pocket ~~business~~expenses ~~combination~~incurred ~~entity~~by atsuch ~~a price~~persons ofin ~~$1.50~~connection ~~per~~with ~~warrant.~~activities ~~The~~on ~~warrants~~our ~~would be identical to the private placement warrants~~behalf. ~~As of December 31, 2021, there were no Working Capital Loans outstanding.~~

IfAfter our initial business ~~any~~combination, members of our ~~officers~~management orteam ~~directors~~who ~~becomes~~remain ~~aware~~with ofus amay ~~business~~be ~~combination~~paid ~~opportunity~~consulting, ~~that~~management ~~falls~~or ~~within~~other ~~the~~fees ~~line~~from ofthe ~~business~~combined ofcompany with any ~~entity~~ and all amounts being fully disclosed to ~~which~~our hestockholders, orto ~~she~~the ~~has~~extent then~~-current~~ ~~fiduciary~~known, orin ~~contractual~~the ~~obligations,~~tender heoffer or ~~she~~proxy ~~may~~solicitation materials, beas ~~required~~applicable, furnished to ~~present~~our ~~such~~stockholders. ~~business~~It ~~combination opportunity~~is tounlikely the amount of such ~~entity~~compensation ~~prior~~will tobe ~~presenting~~known at the time of distribution of such ~~business~~tender ~~combination~~offer ~~opportunity~~materials toor ~~us.~~at ~~All~~the time of ~~our~~a ~~officers~~stockholder ~~and~~meeting ~~directors~~held ~~currently have~~to ~~certain~~consider ~~relevant~~our ~~fiduciary~~initial ~~duties~~business orcombination, as ~~contractual~~applicable, ~~obligations~~as ~~that~~it ~~may~~will ~~take~~be ~~priority~~up ~~over~~to ~~their~~the ~~duties~~directors of the post-combination business to usdetermine executive and director compensation.

We have entered into ana registration rights agreement with ~~our~~respect ~~sponsor, pursuant~~ to ~~which~~the wefounder ~~will pay a total of $10~~shares,~~000~~ ~~per~~private ~~month~~placement ~~for~~warrants ~~office space, administrative~~ and ~~support~~warrants ~~services~~issued toupon ~~such~~conversion ~~affiliate. Upon completion~~ of ~~our~~working ~~initial business combination or our liquidation, we will cease paying~~capital ~~these~~loans ~~monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 24 months, our sponsor will be paid a total of $240,000~~ (~~$10,000~~if ~~per month) for office space, administrative and support services and will be entitled to be reimbursed for~~ any ~~out-of-pocket expenses~~).

Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of reasonable out-of-pocket expenses incurred by such persons in connection with activities on our behalf.35

35Related Person Transaction Policy

~~After~~We have adopted a written ~~our~~policy ~~initial~~relating ~~business~~to ~~combination,~~the ~~members~~approval of ~~our~~related ~~management~~person ~~team~~transactions. ~~who~~A ~~remain~~“related ~~with~~person ustransaction” ~~may~~is bea ~~paid~~transaction ~~consulting,~~or ~~management~~arrangement or series of transactions or ~~other~~arrangements ~~fees from~~in ~~the~~which ~~combined~~we ~~company~~participate ~~with~~(whether ~~any~~or ~~and~~not ~~all~~we ~~amounts~~are ~~being~~a ~~fully~~party) ~~disclosed~~and toa ~~our~~related ~~stockholders,~~person tohas ~~the~~a ~~extent~~direct ~~then~~or indirect ~~known,~~material interest in ~~the~~such ~~tender offer~~transaction. Our audit committee will review and approve or ~~proxy~~ratify ~~solicitation~~all ~~materials,~~relationships asand ~~applicable,~~related ~~furnished~~person transactions tobetween ~~our~~us ~~stockholders.~~and It(i) isour ~~unlikely~~directors ~~the~~or ~~amount~~executive ofofficers, ~~such~~(ii) ~~compensation~~any ~~will be~~5% ~~known~~record ator ~~the~~beneficial ~~time~~owner of ~~distribution~~our common stock or (iii) any immediate family member of ~~such~~any ~~tender~~person ~~offer~~specified ~~materials~~in or(i) atand ~~the~~(ii) ~~time~~above. ofThe aaudit ~~stockholder~~committee ~~meeting~~will ~~held~~review toall ~~consider~~related ~~our~~person ~~initial~~transactions ~~business combination~~and, aswhere ~~applicable,~~the asaudit itcommittee ~~will~~determines bethat upsuch totransactions ~~the~~are ~~directors~~in ofour ~~the~~best ~~post-combination~~interests, ~~business~~approve tosuch ~~determine~~transactions ~~executive~~in ~~and~~advance ~~director~~of such ~~compensation~~transaction being given effect.

WeIn the course of its review ~~have~~and ~~entered~~approval ~~into~~or ratification of a ~~registration~~related ~~rights~~party ~~agreement~~transaction, ~~with~~the ~~respect~~audit tocommittee ~~the~~will, ~~founder~~in ~~shares~~its judgment, ~~private~~consider ~~placement~~in ~~warrants~~light ~~and~~of ~~warrants~~the ~~issued~~relevant ~~upon~~facts ~~conversion~~and circumstances whether the transaction is, or is not inconsistent with, our best interests, including consideration of ~~working~~various factors ~~capital~~enumerated ~~loans~~in ~~(if~~the ~~any)~~policy.

~~Related~~Any member of the audit ~~Person~~committee ~~Transaction~~who ~~Policy~~is a related person with respect to a transaction under review will not be permitted to participate in the discussions or approval or ratification of the transaction. Our policy also includes certain exceptions for transactions that need not be reported and provides the audit committee with the discretion to pre-approve certain transactions.

~~We have~~Director adopted a written policy relating to the approval of related person transactions. A “related person transaction” is a transaction or arrangement or series of transactions or arrangements in which we participate (whether or not we are a party) and a related person has a direct or indirect material interest in such transaction. Our audit committee will review and approve or ratify all relationships and related person transactions between us and (i) our directors or executive officers, (ii) any 5% record or beneficial owner of our common stock or (iii) any immediate family member of any person specified in (i) and (ii) above. The audit committee will review all related person transactions and, where the audit committee determines that such transactions are in our best interests, approve such transactions in advance of such transaction being given effect.Independence

InNasdaq listing standards ~~the~~require ~~course~~that a majority of ~~its~~our ~~review~~board ~~and~~of ~~approval~~directors orbe ~~ratification~~independent within one year of aour ~~related~~initial ~~party~~public ~~transaction,~~offering. ~~the~~An ~~audit~~“independent director” ~~committee~~is ~~will,~~defined ingenerally ~~its~~as ~~judgment~~a person that, ~~consider~~ in ~~light~~the opinion of the ~~relevant~~company’s ~~facts~~board ~~and~~of ~~circumstances~~directors, ~~whether~~has no material relationship with the ~~transaction~~listed iscompany (either directly or as a partner, stockholder or isofficer ~~not~~of ~~inconsistent~~an organization that has a relationship with, ~~our~~the company). ~~best~~Our ~~interests~~board of directors has determined that Jason Scheir, ~~including~~Fatou Sagnang, Roy Swan and Emil Woods are each independent under ~~consideration~~applicable ofSEC ~~various~~and ~~factors~~Nasdaq ~~enumerated~~rules. inOur ~~the~~independent ~~policy~~directors will have regularly scheduled meetings at which only independent directors are present.

~~Any member~~ITEM ~~of the audit committee who is a related person with respect to a transaction under review will not be permitted to participate in the discussions or approval or ratification of the transaction~~14. ~~Our~~PRINCIPAL ~~policy~~ACCOUNTANT ~~also~~FEES ~~includes~~AND ~~certain exceptions for transactions that need not be reported and provides the audit committee with the discretion to pre-approve certain transactions.~~SERVICES

~~Director~~The ~~Independence~~firm of WithumSmith+Brown, PC (“Withum”) acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.

~~Nasdaq~~Audit ~~listing~~Fees. ~~standards~~For ~~require~~the ~~that~~years aended ~~majority~~December 31, of2022 ~~our~~and ~~board~~2021, offees ~~directors~~were beapproximately ~~independent~~$114,775 ~~within~~and ~~one~~$104,482, ~~year~~for ofthe ~~our~~services ~~initial public offering. An~~Withum ~~“independent~~performed ~~director” is defined generally as a person that,~~ in ~~the~~connection ~~opinion~~with of the ~~company’s~~review ~~board~~ of ~~directors, has no material relationship with~~ the ~~listed~~financial ~~company~~information ~~(either~~included ~~directly~~in orour asQuarterly aReports ~~partner,~~on ~~stockholder~~Form or10-Q ~~officer~~for ofthe ~~an organization that has~~respective aperiods ~~relationship~~and ~~with~~ the ~~company).~~audit ~~Our board~~ of ~~directors~~our ~~has determined that Merline Saintil~~December 31, ~~Jason~~2022 ~~Scheir, Fatou Sagnang, Roy Swan~~ and ~~Emil~~ ~~Woods~~2021 ~~are~~financial ~~each~~statements ~~independent~~included ~~under~~in ~~applicable~~this ~~SEC~~annual ~~and Nasdaq rules~~report. ~~Our independent directors will have regularly scheduled meetings at which only independent directors are present.~~

~~ITEM~~Audit-Related 14Fees. ~~PRINCIPAL~~For ~~ACCOUNTANT~~the ~~FEES~~years ~~AND~~ended ~~SERVICES~~December 31, 2022 and 2021, Withum did not render assurance and related services related to the performance of the audit or review of financial statements.

~~The~~Tax ~~firm~~Fees. ofFor ~~WithumSmith+Brown~~the years ended December 31, PC2022 ~~(“Withum”)~~and ~~acts~~2021, asfees ~~our~~for ~~independent~~services ~~registered~~rendered ~~public~~to ~~accounting~~us ~~firm.~~for ~~The~~tax ~~following~~compliance, istax aadvice ~~summary~~and tax ofplanning ~~fees~~by ~~paid~~Withum towere ~~Withum~~approximately ~~for~~$8,424 ~~services~~and ~~rendered~~$7,725, respectively.

~~Audit~~All Other Fees. For the ~~year~~years ended December 31, ~~2021~~2022 and ~~for the period from September 1~~2021, ~~2020~~Withum ~~(inception)~~did ~~through~~not ~~December~~render ~~31,~~any ~~2020, fees for our independent registered public accounting firm were $104,339 and $82,400, respectively, for the~~ services ~~Withum~~to ~~performed~~us inother ~~connection with~~than ~~our~~those ~~initial~~set ~~public offering and the audit of our December 31, 2021 financial statements included in this annual report on Form 10-K~~forth above.

~~Audit~~Pre-~~Related Fees.~~Approval For the year ended December 31, 2021 and for the period from September 1, 2020 (inception) through December 31, 2020, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.Policy

~~Tax~~Our audit committee was ~~Fees.~~formed ~~For~~in connection with the ~~year~~effectiveness ~~ended~~of ~~December~~our 31registration statement for our initial public offering. As a result, ~~2021~~the audit committee did not pre-approve all of the foregoing services, ~~fees~~although ~~for~~any ~~our~~services ~~independent~~rendered ~~registered~~prior ~~public~~to ~~accounting~~the ~~firm~~formation of our audit committee were approved $7by our board of directors. Since the formation of our audit committee,~~725~~ ~~for~~and ~~tax~~on ~~compliance~~a going-forward basis, the audit committee has ~~tax~~and ~~advice~~will pre-approve all audit services and ~~tax~~permitted ~~planning~~non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

All Other Fees. For the year ended December 31, 2021 and or the period from September 1, 2020 (inception) through December 31, 2020, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.36

~~Pre-Approval Policy~~PART IV

~~Our audit~~ITEM ~~committee was formed upon the consummation of our Initial Public Offering~~15. ~~As a result~~EXHIBITS, ~~the~~FINANCIAL ~~audit~~STATEMENT committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).SCHEDULES

36(a) The following documents are filed as part of this annual report on Form 10-K.

~~PART IV~~(1) Financial Statements.

~~ITEM 15.~~(2) ~~EXHIBITS,~~Financial ~~FINANCIAL~~Statement ~~STATEMENT~~Schedules: ~~SCHEDULES~~None.

(a3) ~~The following documents are filed as part of this annual report on Form 10-K~~Exhibits.

~~(1)~~We ~~Financial~~hereby ~~Statements~~file as part of this annual report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be located on the SEC website at www.sec.gov.

~~(2)~~ITEM ~~Financial~~16. ~~Statement~~FORM ~~Schedules:~~10-K ~~None.~~SUMMARY

~~(3)~~Not ~~Exhibits~~applicable.

~~We hereby~~EXHIBIT ~~file as part of this annual report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be located on the SEC website at www.sec.gov.~~INDEX

ITEM 16. FORM 10-K SUMMARY

Exhibit		Description
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 25, 2020).
3.2		By Laws (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249337) filed with the Commission on October 6, 2020).
3.3		Amendment to the Amended and Restated Certificate of Incorporation, filed on November 15, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 18, 2022).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249337) filed with the Commission on October 21, 2020).
4.2		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249337) filed with the Commission on October 21, 2020).
4.3		Specimen Warrant Certificate (included in Exhibit 4.4).
4.4		Warrant Agreement dated November 19, 2020 by and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 25, 2020).
4.5		Description of Securities (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 29, 2021).
14		Code of Conduct and Ethics (incorporated by reference to Exhibit 14 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 29, 2021).
31.1*		Certification of Chief Executive Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification by the Chief Executive and Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1		Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 29, 2021).
99.2		Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 29, 2021).
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

~~Not applicable~~* Filed herewith. ** Furnished herewith.

~~EXHIBIT INDEX~~AEQUI ACQUISITION CORP.

Exhibit		Description
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 25, 2020).
3.2		By Laws (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249337) filed with the Commission on October 6, 2020).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249337) filed with the Commission on October 21, 2020).
4.2		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249337) filed with the Commission on October 21, 2020).
4.3		Specimen Warrant Certificate (included in Exhibit 4.4).
4.4		Warrant Agreement dated November 19, 2020 by and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 25, 2020).
4.5		Description of Securities (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 29, 2021).
14		Code of Conduct and Ethics (incorporated by reference to Exhibit 14 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 29, 2021).
31.1*		Certification of Chief Executive Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification by the Chief Executive and Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1		Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 29, 2021).
99.2		Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 29, 2021).
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

INDEX TO FINANCIAL STATEMENTS

* Filed herewith. ** Furnished herewith.

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheets as of December 31, 2022 and 2021	F-3
Statements of Operations For the Years Ended December 31, 2022 and 2021	F-4
Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021	F-5
Statements of Cash Flows for the Years Ended December 31, 2022 and 2021	F-6
Notes to Financial Statements	F-7 to F-20

38F-1

~~AEQUI ACQUISITION~~REPORT ~~CORP.~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~INDEX TO~~To ~~FINANCIAL~~the ~~STATEMENTS~~Stockholders and the Board of Directors of

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Stockholders’ Deficit	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-22

Aequi Acquisition Corp.

~~F-1~~Opinion on the Financial Statements

~~REPORT~~We have audited the accompanying balance sheets OFof ~~INDEPENDENT~~Aequi ~~REGISTERED~~Acquisition ~~PUBLIC~~Corp. ~~ACCOUNTING~~(the ~~FIRM~~“Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~To the~~Going ~~Stockholders and the Board of Directors of~~Concern

~~Aequi~~The accompanying financial statements have been ~~Acquisition~~prepared ~~Corp~~assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by the close of business on August 24, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution and liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Opinion on~~Basis ~~the~~for ~~Financial Statements~~Opinion

~~We have~~These ~~audited~~financial ~~the~~statements ~~accompanying~~are ~~balance~~the ~~sheets~~ responsibility of ~~Aequi~~the ~~Acquisition~~Company’s ~~Corp~~management. ~~(the~~Our ~~“Company”)~~responsibility asis ofto ~~December~~express ~~31,~~an ~~2021~~opinion ~~and~~on ~~2020 and~~ the ~~related statements of operations, changes in stockholders~~Company’s ~~deficit~~financial ~~and~~statements ~~cash~~based ~~flows~~on ~~for the year ended December 31, 2021~~our ~~and~~audits. ~~for~~We ~~the~~are ~~period~~a ~~from~~public ~~September~~accounting 1,firm ~~2020~~registered ~~(inception)~~with ~~through~~the ~~December~~Public ~~31,~~Company ~~2020,~~Accounting ~~and~~Oversight ~~the~~Board ~~related notes~~ (~~collectively~~United ~~referred~~States) ~~to as the~~ (“~~financial statements~~PCAOB”). and Inare ~~our~~required ~~opinion,~~to ~~the~~be ~~financial~~independent ~~statements~~with ~~present~~respect ~~fairly,~~to ~~in all material respects,~~ the ~~financial position of the~~ Company asin ofaccordance ~~December~~with ~~31, 2021 and 2020, and~~ the ~~results~~U.S. offederal ~~its~~securities ~~operations~~laws and ~~its cash flows for~~ the ~~year ended December~~applicable ~~31,~~rules ~~2021~~ and ~~for~~regulations of the ~~period~~Securities ~~from~~and ~~September~~Exchange 1,Commission ~~2020~~and ~~(inception) through December 31, 2020, in conformity with accounting principles generally accepted in~~ the ~~United States of America~~PCAOB.

~~Going~~We conducted our audits in accordance with the ~~Concern~~standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~The accompanying~~Our ~~financial~~audits ~~statements~~included ~~have~~performing ~~been~~procedures ~~prepared~~to assess ~~assuming that~~ the ~~Company~~risks ~~will~~of ~~continue~~material asmisstatement aof ~~going concern. As discussed in Note 1 to~~ the financial statements, ifwhether ~~the~~due ~~Company is unable~~ to ~~raise~~error ~~additional~~or ~~funds~~fraud, toand ~~alleviate~~performing ~~liquidity~~procedures ~~needs as well as complete a~~that ~~Business~~respond ~~Combination~~to bythose ~~the~~risks. ~~close~~Such ofprocedures ~~business~~included examining, on ~~November~~a ~~24,~~test ~~2022~~basis, ~~then~~evidence regarding the ~~Company~~amounts ~~will~~and ~~cease~~disclosures ~~all~~in ~~operations except for~~ the ~~purpose~~financial ~~of liquidating~~statements. ~~This~~Our ~~date~~audits ~~for~~also ~~mandatory~~included ~~liquidation~~evaluating ~~and~~the ~~subsequent~~accounting ~~dissolution~~principles ~~raises~~used ~~substantial~~and ~~doubt~~significant ~~about~~estimates ~~the~~made ~~Company’s~~by ~~ability to~~management, ~~continue~~as well as aevaluating ~~going~~the ~~concern.~~overall ~~The~~presentation of the financial statements. doWe ~~not~~believe ~~include any adjustments~~ that ~~might~~our ~~result~~audits ~~from~~provide ~~the~~a ~~outcome~~reasonable ofbasis ~~this~~for ~~uncertainty~~our opinion.

~~Basis for~~/s/ ~~Opinion~~WithumSmith+Brown, PC

~~These financial~~We ~~statements~~have ~~are~~served ~~the~~as ~~responsibility of~~ the Company’s ~~management.~~auditor ~~Our~~since ~~responsibility is to express an opinion on the Company's financial statements based on our audits~~2020. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~We conducted~~New our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatementYork, ~~whether~~New due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.York

~~Our audits~~March ~~included performing procedures to assess the risks of material misstatement of the financial statements~~31, ~~whether due to error~~2023 orPCAOB ~~fraud,~~ID ~~and~~Number performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.100

~~/s/ WithumSmith+Brown, PC~~ F-2

~~We have~~AEQUI ~~served~~ACQUISITION ~~as the Company’s auditor since 2020~~CORP.

~~New York,~~BALANCE ~~New York~~SHEETS

March 25, 2022

	December 31,
	2022			2021
ASSETS
Current assets
Cash	$	170,652		$	745,727
Prepaid expenses		42,900			215,875
Total current assets		213,552			961,602

Cash and investments held in Trust Account		36,453,939			230,154,089
TOTAL ASSETS	$	36,667,491		$	231,115,691

LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	656,583		$	322,595
Income taxes payable		120,056			—
Total current liabilities		776,639			322,595

Warrant liabilities		337,867			6,516,000
Deferred underwriting fee payable		8,050,000			8,050,000
TOTAL LIABILITIES		9,164,506			14,888,595

Commitments and Contingencies

Class A common stock subject to possible redemption, $0.0001 par value; 3,589,044 and 23,000,000 shares issued and outstanding at $10.14 and $10.00 per share at redemption value as of December 31, 2022 and 2021, respectively		36,399,919			230,000,000

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021, respectively (excluding 3,589,044 and 23,000,000 shares subject to possible redemption as of December 31, 2022 and 2021, respectively)		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding as of December 31, 2022 and 2021		575			575
Additional paid-in capital		—			—
Accumulated deficit		(8,897,509	)		(13,773,479	)
TOTAL STOCKHOLDERS’ DEFICIT		(8,896,934	)		(13,772,904	)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	36,667,491		$	231,115,691

~~PCAOB~~The accompanying notes are an integral part IDof ~~Number~~the ~~100~~financial statements.

F-23

AEQUI ACQUISITION CORP.

~~BALANCE SHEETS~~STATEMENTS OF OPERATIONS

	December 31, 2021			December 31, 2020
	Year Ended December 31,			Year Ended December 31,
ASSETS
	2022			2021
Current Assets:
General and administrative expenses	$	1,423,938		$	1,024,317
Cash	$	745,727		$	1,345,044
Loss from operations		(1,423,938	)		(1,024,317	)
Prepaid expenses		215,875			463,294
Other income:
Total Current Assets		961,602			1,808,338
Interest earned on cash and investments held in Trust Account		2,412,963			134,844
Investments held in Trust Account		230,154,089			230,019,245
Change in fair value of warrant liabilities		6,178,133			7,240,000
TOTAL ASSETS	$	231,115,691		$	231,827,583
Total other income		8,591,096			7,374,844
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Income before provision for income taxes		7,167,158			6,350,527
Current liabilities:
Provision for income taxes		(307,056	)		—
Accounts payable and accrued expenses	$	322,595		$	95,014
Net income	$	6,860,102		$	6,350,527
Accrued offering costs		—			50,000
Weighted average shares outstanding, Class A common stock		20,660,049			23,000,000
Total Current Liabilities		322,595			145,014
Basic and diluted net income per share, Class A common stock	$	0.26		$	0.22
Warrant liabilities		6,516,000			13,756,000
Weighted average shares outstanding, Class B common stock		5,750,000			5,750,000
Deferred underwriting fee payable		8,050,000			8,050,000
Basic and diluted net income per share, Class B common stock	$	0.26		$	0.22
Total Liabilities		14,888,595			21,951,014
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 23,000,000 shares issued and outstanding at $10.00 per share at redemption value as of December 31, 2021 and 2020		230,000,000			230,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of December 31, 2021 and 2020		—			—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding as of December 31, 2021 and 2020		575			575
Additional paid-in capital		—			—
Accumulated deficit		(13,773,479	)		(20,124,006	)
Total Stockholders’ Deficit		(13,772,904	)		(20,123,431	)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	231,115,691		$	231,827,583

The accompanying notes are an integral part of the financial statements.

F-34

AEQUI ACQUISITION CORP.

STATEMENTS OF ~~OPERATIONS~~CHANGES IN STOCKHOLDERS’ DEFICIT

	For the Year Ended December 31,			For the Period from September 1, 2020 (Inception) through December 31,
	2021			2020
General and administrative expenses	$	1,024,317		$	169,446
Loss from operations		(1,024,317	)		(169,446	)
Other income (loss):
Interest earned on marketable securities held in Trust Account		134,844			19,245
Change in fair value of warrant liabilities		7,240,000			(3,620,000	)
Transaction costs associated with the Initial Public Offering		—			(373,435	)
Total other income (loss), net		7,374,844			(3,974,190	)
Net income (loss)	$	6,350,527		$	(4,143,636	)
Weighted average shares outstanding of Class A redeemable common stock		23,000,000			10,318,479
Basic and diluted net income (loss) per share, Class A redeemable common stock	$	0.22		$	(0.27	)
Weighted average shares outstanding of Class B non-redeemable common stock		5,750,000			5,178,279
Basic and diluted net income (loss) per share, Class B non-redeemable common stock	$	0.22		$	(0.27	)

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

The accompanying notes are an integral part of the financial statements.

	Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2020		5,750,000	$	575	$	—	$	(20,124,006	)	$	(20,123,431	)
Net income		—		—		—		6,350,527			6,350,527
Balance – December 31, 2021		5,750,000		575		—		(13,773,479	)		(13,772,904	)
Accretion for Class A common stock subject to redemption		—		—		—		(1,984,132	)		(1,984,132	)
Net income		—		—		—		6,860,102			6,860,102
Balance – December 31, 2022		5,750,000	$	575	$	—	$	(8,897,509	)	$	(8,896,934	)

~~F-4~~The accompanying notes are an integral part of the financial statements.

~~AEQUI ACQUISITION CORP.~~F-5

~~STATEMENTS OF~~AEQUI ~~CHANGES~~ACQUISITION ~~IN STOCKHOLDERS’ DEFICIT~~CORP.

~~FOR THE~~STATEMENTS ~~YEAR~~OF ~~ENDED~~CASH ~~DECEMBER 31, 2021 AND~~FLOWS

FOR THE PERIOD FROM SEPTEMBER 1, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

	Year Ended December 31,			Year Ended December 31,
	2022			2021
Cash Flows from Operating Activities:
Net income	$	6,860,102		$	6,350,527
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		(6,178,133	)		(7,240,000	)

Interest earned on cash and investments held in Trust Account		(2,412,963	)		(134,844	)
Changes in operating assets and liabilities:
Prepaid expenses		172,975			247,419
Accounts payable and accrued expenses		333,988			227,581
Income taxes payable		120,056			—
Net cash used in operating activities		(1,103,975	)		(549,317	)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes		528,900			—
Cash withdrawn from Trust Account in connection with redemption		195,584,213			—
Net cash provided by investing activities		196,113,113			—

Cash Flows from Financing Activities:
Payment of offering costs		—			(50,000	)
Redemption of common stock		(195,584,213	)		—
Net cash used in financing activities		(195,584,213	)		(50,000	)

Net Change in Cash		(575,075	)		(599,317	)
Cash – Beginning of year		745,727			1,345,044
Cash – End of year	$	170,652		$	745,727

Supplemental Cash Flow Disclosures
Income taxes paid	$	187,000		$	—

	Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance – September 1, 2020 (Inception)		—	$	—	$	—		$	—		$	—
Issuance of Class B common stock to Sponsor		5,750,000		575		24,425			—			25,000
Excess of purchase price over fair value of Private Placement Warrants		—		—		2,911,213			—			2,911,213
Accretion for Class A common stock to redemption amount		—		—		(3,185,638	)		(15,980,370	)		(19,166,008	)
Payment of offering costs in exchange for Class B common stock		—		—		250,000			—			250,000
Net loss		—		—		—			(4,143,636	)		(4,143,636	)
Balance – December 31, 2020		5,750,000	$	575	$	—		$	(20,124,006	)	$	(20,123,431	)
Net income		—		—		—			6,350,527			6,350,527
Balance – December 31, 2021		5,750,000	$	575	$	—		$	(13,773,479	)	$	(13,772,904	)

The accompanying notes are an integral part of the financial statements.

~~The accompanying notes are an integral part of the financial statements.~~F-6

~~F-5~~AEQUI ACQUISITION CORP.

~~AEQUI ACQUISITION~~NOTES ~~CORP.~~TO FINANCIAL STATEMENTS

~~STATEMENTS OF~~DECEMBER ~~CASH~~31, ~~FLOWS~~2022

	For the Year Ended December 31,			For the Period from September 1, 2020 (Inception) through December 31,
	2021			2020
Cash Flows from Operating Activities:
Net income (loss)	$	6,350,527		$	(4,143,636	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation costs paid via promissory note		—			1,478
Change in fair value of warrant liabilities		(7,240,000	)		3,620,000
Transaction costs associated with the Initial Public Offering		—			373,435
Interest earned on marketable securities held in Trust Account		(134,844	)		(19,245	)
Changes in operating assets and liabilities:
Prepaid expenses		247,419			(447,794	)
Accounts payable and accrued expenses		227,581			95,014
Net cash used in operating activities		(549,317	)		(520,748	)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		—			(230,000,000	)
Net cash used in investing activities		—			(230,000,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—			225,400,000
Proceeds from sale of Private Placement Warrants		—			6,600,000
Repayment of promissory note – related party		—			(104,208	)
Payment of offering costs		(50,000	)		(30,000	)
Net cash (used in) provided by financing activities		(50,000	)		231,865,792
Net Change in Cash		(599,317	)		1,345,044
Cash – Beginning of period		1,345,044			—
Cash – End of period	$	745,727		$	1,345,044
Supplemental disclosure of non-cash investing and financing activities:
Offering costs paid directly by Sponsor in consideration for the issuance of Class B common stock	$	—		$	250,000
Advances in escrow from issuance of Class B common stock	$	—		$	25,000
Advances in escrow from promissory note – related party	$	—		$	12,500
Offering costs included in accrued offering costs	$	—		$	50,000
Offering costs paid through promissory note – related party	$	—		$	90,230
Deferred underwriting fee payable	$	—		$	8,050,000

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

~~The~~Aequi Acquisition Corp. (the “Company”) ~~accompanying~~is ~~notes~~a ~~are~~blank ancheck ~~integral~~company ~~part~~incorporated in Delaware on September 1, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the ~~financial~~“Business ~~statements~~Combination”).

~~F-6~~The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

~~AEQUI~~As ~~ACQUISITION~~of ~~CORP~~December 31, 2022, the Company had not commenced any operations. All activity for the period from September 1, 2020 (inception) through December 31, 2022 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial 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.

~~NOTES~~The TOregistration ~~FINANCIAL~~statement ~~STATEMENTS~~for the Company’s Initial Public Offering (the “IPO Registration Statement”) was declared effective on November 19, 2020. On November 24, 2020, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 3.

~~DECEMBER~~Simultaneously 31with the closing of the Initial Public Offering, ~~2021~~the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Aequi Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 4.

~~NOTE~~Following the closing of the Initial Public Offering on November 24, 12020, an amount of $200,000,000 ($10.00 ~~DESCRIPTION~~per OFUnit) ~~ORGANIZATION~~from ~~AND~~the ~~BUSINESS~~net ~~OPERATIONS~~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”) located in the United States until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

~~Aequi Acquisition~~On ~~Corp.~~December (2, 2020, the “Company”) isconsummated the asale ~~blank~~of ~~check~~an ~~company~~additional ~~incorporated~~3,000,000 inUnits, ~~Delaware~~at on$10.00 ~~September~~per 1Unit, ~~2020~~and ~~(date~~the sale of ~~inception). The~~an ~~Company~~additional ~~was~~400,000 ~~formed~~Private ~~for~~Placement ~~the~~Warrants, ~~purpose~~at of$1.50 per ~~effecting~~Private aPlacement ~~merger~~Warrant, ~~capital~~generating ~~stock~~total ~~exchange,~~gross ~~asset~~proceeds ~~acquisition~~of $30,600,000. ~~stock~~A ~~purchase~~total of $30,000,000 ~~reorganization~~of the net proceeds was deposited orinto ~~similar~~the ~~business~~Trust ~~combination~~Account, ~~with~~bringing ~~one~~the oraggregate ~~more~~proceeds ~~businesses~~held (in the ~~“Business~~Trust ~~Combination”)~~Account to $230,000,000.

~~The Company~~Transaction iscosts ~~not~~amounted ~~limited~~ to a$13,092,230, ~~particular~~consisting of ~~industry~~$4,600,000 orin ~~sector~~cash ~~for~~underwriting ~~purposes~~fees, $8,050,000 of ~~consummating~~deferred aunderwriting ~~Business~~fees ~~Combination.~~and ~~The~~$442,230 ~~Company~~of isother anoffering ~~early~~costs, of which $250,000 ~~stage~~was ~~and~~paid ~~emerging~~through ~~growth~~the ~~company~~transfer ~~and,~~of Founder Shares (as ~~such~~defined below). An aggregate of $373,435 of the ~~Company~~transaction iscosts ~~subject~~allocated to ~~all~~the warrants ofwas charged to the ~~risks~~statements ~~associated~~of ~~with~~operations ~~early~~upon ~~stage~~the ~~and~~closing ~~emerging~~of ~~growth companies~~the Initial Public Offering.

~~As of~~The ~~December~~Company’s ~~31,~~management ~~2021,~~has ~~the~~broad ~~Company~~discretion with ~~had~~respect ~~not~~to ~~commenced~~the ~~any~~specific ~~operations.~~application ~~All~~of ~~activity~~the ~~for~~net proceeds of the ~~period~~Initial ~~from~~Public ~~September~~Offering 1,and ~~2020~~the ~~(inception)~~sale ~~through December~~of 31Private Placement Warrants, although ~~2021~~substantially ~~relates~~all toof the ~~Company’s~~net ~~formation~~proceeds ~~and~~are ~~the~~intended ~~initial~~to ~~public~~be ~~offering~~applied ~~(“Initial~~generally ~~Public~~toward ~~Offering”),~~consummating ~~which~~a Business Combination. There is ~~described~~no ~~below~~assurance ~~and~~that ~~identifying~~the aCompany ~~target~~will ~~company~~be ~~for~~able to complete a Business Combination successfully. The Company ~~will~~must ~~not~~complete ~~generate~~one ~~any~~or more initial Business Combinations with one or more operating ~~revenues~~businesses or assets with a fair market value equal to at least 80% of the assets ~~until~~held ~~after~~in the ~~completion~~Trust ofAccount ~~its~~(excluding ~~initial~~the ~~Business~~deferred ~~Combination,~~underwriting atcommissions and taxes payable on the ~~earliest.~~interest earned on the Trust Account). The Company ~~generates~~will ~~non~~only complete a Business Combination if the post-~~operating~~transaction ~~income~~company inowns or acquires 50% or more of the ~~form~~outstanding voting securities of ~~interest~~the ~~income~~target ~~from~~or otherwise acquires a controlling interest in the ~~proceeds~~target ~~derived~~business ~~from~~sufficient for it not to be required to register as an investment company under the ~~Initial~~Investment ~~Public~~Company ~~Offering~~Act.

The ~~registration~~ ~~statement~~Company ~~for~~will provide the ~~Company’s~~holders ~~Initial~~of the outstanding Public ~~Offering~~Shares ~~was~~(the ~~declared~~“Public ~~effective~~Stockholders”) onwith ~~November~~the ~~19,~~opportunity ~~2020.~~to Onredeem ~~November~~all ~~24,~~or ~~2020, the~~a ~~Company~~portion ~~consummated~~of ~~the~~their ~~Initial~~ Public ~~Offering~~Shares upon the completion of ~~20,000,000~~a ~~units~~Business Combination either (~~the~~i) ~~“Units”~~in ~~and,~~connection with ~~respect~~a stockholder meeting called to approve the ~~Class~~Business ACombination ~~common~~or ~~stock~~(ii) ~~included~~by inmeans of a tender offer. The decision as to whether the ~~Units~~Company ~~sold,~~will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the “Company. The Public Stockholders will be entitled to redeem their Public Shares~~”),~~ atfor a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per ~~Unit~~Public Share, ~~generating~~plus ~~gross~~any ~~proceeds~~pro ofrata ~~$200~~interest then in the Trust Account,~~000,000~~ ~~which~~net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to isthe ~~described~~Company’s inWarrants ~~Note~~(as 3defined below).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Aequi Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note 4.F-7

~~Following the~~AEQUI ~~closing~~ACQUISITION ~~of the Initial Public Offering on November 24, 2020, an amount of $200,000,000 ($10~~CORP.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”), located in the United States and invested only 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 selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

~~On December~~NOTES 2,TO ~~2020,~~FINANCIAL the Company consummated the sale of an additional 3,000,000 Units, at $10.00 per Unit, and the sale of an additional 400,000 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $30,600,000. A total of $30,000,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $230,000,000.STATEMENTS

~~Transaction costs~~DECEMBER ~~amounted to $13~~31,~~092,230,~~ consisting of $4,600,000 in cash underwriting fees, $8,050,000 of deferred underwriting fees and $442,230 of other offering costs, of which $250,000 was paid through the transfer of Founder Shares (as defined below). An aggregate of $373,435 of the transaction costs allocated to the warrants were charged to the statement of operations upon the closing of the Initial Public Offering.2022

The Company’s ~~management~~will only proceed with a Business Combination if the Company has ~~broad~~net ~~discretion~~tangible ~~with~~assets ~~respect~~of toat least $5,000,001 following any related redemptions and, if the ~~specific~~Company ~~application~~seeks stockholder approval, a majority of the ~~net~~shares ~~proceeds~~voted are voted in favor of the ~~Initial~~Business ~~Public~~Combination. ~~Offering~~If a stockholder vote is not required by applicable law or stock exchange listing requirements and the ~~sale~~Company ofdoes ~~Private~~not ~~Placement~~decide ~~Warrants~~to hold a stockholder vote for business or other reasons, ~~although~~the ~~substantially~~Company ~~all~~will, pursuant to its Amended and Restated Certificate of Incorporation (the ~~net~~“Certificate ~~proceeds~~of ~~are~~Incorporation”), conduct ~~intended~~the redemptions pursuant to bethe ~~applied~~tender ~~generally~~offer ~~toward consummating~~rules aof ~~Business~~the ~~Combination~~U.S. ~~There~~Securities isand noExchange ~~assurance~~Commission ~~that~~(“SEC”) ~~the~~and ~~Company~~file tender ~~will~~offer bedocuments ~~able~~with the SEC prior to ~~complete~~completing a Business Combination ~~successfully~~. ~~The~~ ~~Company~~If, ~~must~~however, ~~complete~~stockholder ~~one~~approval orof ~~more~~the ~~initial~~transaction is ~~Business~~required ~~Combinations~~by ~~with~~applicable ~~one~~law or ~~more~~stock ~~operating~~exchange ~~businesses~~listing requirements, or ~~assets~~the ~~with~~Company adecides ~~fair~~to ~~market value~~obtain ~~equal~~stockholder toapproval atfor ~~least~~business or ~~80%~~other ofreasons, the ~~assets~~Company ~~held~~will inoffer ~~the~~to ~~Trust~~redeem ~~Account~~shares ~~(excluding~~in ~~the~~conjunction ~~deferred~~with ~~underwriting~~a ~~commissions~~proxy ~~and~~solicitation ~~taxes~~pursuant ~~payable on~~to the ~~interest~~proxy ~~earned~~rules onand not pursuant to the ~~Trust~~tender ~~Account)~~offer rules. ~~The~~If the Company ~~will~~seeks ~~only~~stockholder ~~complete~~approval in connection with a Business Combination, if the ~~post-transaction company owns~~Sponsor orhas ~~acquires~~agreed ~~50%~~to orvote ~~more~~its ofFounder ~~the~~Shares ~~outstanding~~and ~~voting~~any ~~securities~~Public ofShares ~~the~~purchased ~~target~~during or ~~otherwise~~after ~~acquires~~the aInitial ~~controlling~~Public ~~interest~~Offering in ~~the~~favor ~~target~~of approving ~~business~~a ~~sufficient~~Business ~~for~~Combination. itAdditionally, ~~not~~each toPublic beStockholder ~~required~~may elect to ~~register~~redeem astheir anPublic ~~investment~~Shares ~~company~~without ~~under~~voting, ~~the~~and ~~Investment~~if ~~Company~~they ~~Act~~do vote, irrespective of whether they vote for or against the proposed transaction.

~~F-7~~Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

~~AEQUI~~The ~~ACQUISITION~~Sponsor ~~CORP.~~has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination by August 24, 2023 (or such earlier date as determined by the Company’s board of directors) (the “Combination Period”) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

~~NOTES~~On TONovember ~~FINANCIAL~~15, ~~STATEMENTS~~2022, the Company held a special meeting in lieu of annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate its Business Combination from November 24, 2022 to August 24, 2023 (or such earlier date as determined by the Board of Directors of the Company). In connection with the Meeting, stockholders holding 19,410,956 shares of Class A common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $195.5 million (approximately $10.07 per Public Share) was removed from the Trust Account to pay such holders and approximately $36.1 million remained in the Trust Account. Following redemptions, the Company has 3,589,044 Public Shares outstanding. If the Company has not completed a Business Combination within the Combination Period, the Company 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 pay 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 (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s 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 Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

~~DECEMBER 31, 2021~~F-8

~~The Company~~AEQUI ~~will~~ACQUISITION provide the holders of the 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 offerCORP. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. 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 anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants (as defined below).

~~The Company~~NOTES ~~will~~TO ~~only~~FINANCIAL proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.STATEMENTS

~~Notwithstanding the~~DECEMBER ~~foregoing~~31, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.2022

The Sponsor has agreed ~~(a)~~ to waive its ~~redemption~~ liquidation rights with respect to the Founder Shares ~~and~~if ~~Public~~the ~~Shares~~Company ~~held~~fails byto itcomplete ina ~~connection~~Business ~~with the~~Combination ~~completion~~within ofthe aCombination ~~Business~~Period. ~~Combination~~However, if ~~and~~the ~~(b)~~Sponsor ~~not~~acquires toPublic ~~propose~~Shares anin ~~amendment~~or toafter the ~~Certificate~~Initial ofPublic ~~Incorporation~~Offering, ~~(i)~~such Public Shares will be entitled to ~~modify~~liquidating distributions from the ~~substance or~~Trust ~~timing~~Account ofif the Company’s ~~obligation~~fails to ~~allow~~complete ~~redemptions~~a inBusiness ~~connection~~Combination ~~with~~within athe ~~Business~~ Combination orPeriod. The underwriters have agreed to ~~redeem~~waive ~~100%~~their ofrights ~~its~~to ~~Public Shares~~their ifdeferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period ~~(as~~and, ~~defined~~in ~~below)~~such orevent, ~~(ii)~~such ~~with~~amounts ~~respect to~~will ~~any~~be included with the other ~~provision~~funds held ~~relating~~in tothe ~~stockholders’~~Trust ~~rights~~Account orthat ~~pre-business~~will ~~combination~~be ~~activity,~~available ~~unless~~to fund the ~~Company~~redemption ~~provides~~of the Public Shares. In the event of such distribution, it is ~~Stockholders~~possible ~~with~~that the ~~opportunity~~per toshare ~~redeem~~value ~~their~~of ~~Public~~the ~~Shares~~assets inremaining ~~conjunction~~available ~~with~~for ~~any~~distribution ~~such~~will ~~amendment~~be less than the Initial Public Offering price per Unit ($10.00).

~~The Company~~In ~~will~~order ~~have~~to ~~until~~protect ~~November~~the 24amounts held in the Trust Account, ~~2022~~the toSponsor ~~complete~~has aagreed ~~Business~~to ~~Combination~~be (liable to the ~~“Combination~~Company ~~Period”).~~if Ifand to the ~~Company~~extent ~~has not~~any ~~completed~~claims by a ~~Business~~third ~~Combination~~party ~~within~~for ~~the~~services ~~Combination~~rendered ~~Period,~~or products sold to the Company, ~~will~~or ~~(i)~~a ~~cease~~prospective ~~all~~target ~~operations~~business ~~except~~with ~~for~~which the ~~purpose of~~Company ~~winding~~has ~~up,~~discussed ~~(ii)~~entering asinto ~~promptly~~a astransaction ~~reasonably~~agreement, reduce ~~possible~~the ~~but~~amount ~~not~~of ~~more~~funds ~~than~~in ~~ten~~the ~~business~~Trust ~~days~~Account ~~thereafter,~~to ~~redeem~~below the ~~Public~~lesser ~~Shares,~~of at(i) a $10.00 per~~-share~~ ~~price,~~Public ~~payable~~Share inand ~~cash,~~(ii) ~~equal to~~ the ~~aggregate~~actual amount ~~then~~per onPublic Share ~~deposit~~held in the Trust Account, ~~including~~as ~~interest~~of ~~earned~~the ondate of the ~~funds~~ ~~held~~liquidation inof the Trust Account, ~~and~~if ~~not~~less ~~previously~~than ~~released~~$10.00 toper ~~pay~~public ~~taxes~~Share ~~(less~~due up to ~~$100,000~~reductions in the value of ~~interest~~the totrust ~~pay~~assets, ~~dissolution~~less ~~expenses)~~taxes payable, ~~divided~~ byprovided ~~the~~that ~~number~~such ofliability ~~then~~will ~~outstanding~~not ~~Public~~apply ~~Shares,~~to ~~which~~any ~~redemption~~claims ~~will~~by ~~completely~~a ~~extinguish~~third ~~Public~~party ~~Stockholders’~~or ~~rights~~prospective astarget ~~stockholders~~business ~~(including~~who ~~the~~executed ~~right~~a towaiver ~~receive~~of ~~further~~any ~~liquidating~~and ~~distributions,~~all ifrights ~~any),~~to ~~and~~monies ~~(iii)~~held asin ~~promptly~~the asTrust ~~reasonably~~Account ~~possible following~~nor ~~such~~will ~~redemption,~~it ~~subject~~apply to ~~the~~any ~~approval~~claims of under the Company’s ~~remaining~~indemnity ~~stockholders~~of ~~and~~the underwriters of the ~~Company’s~~Initial ~~board~~Public ofOffering ~~directors~~against certain liabilities, including liabilities under ~~dissolve~~the ~~and~~Securities ~~liquidate~~Act of 1933, ~~subject~~as amended (the “Securities Act”). Moreover, in ~~each~~the ~~case~~event that an executed waiver is deemed to be unenforceable against a third party, the ~~Company’s~~Sponsor ~~obligations~~will ~~under~~not ~~Delaware~~be ~~law~~responsible to ~~provide~~the extent of any liability for ~~claims~~such ofthird-party ~~creditors~~claims. ~~and~~The ~~the~~Company ~~requirements~~will ofseek ~~other~~to ~~applicable~~reduce ~~law.~~the ~~There~~possibility that the Sponsor will behave noto ~~redemption~~indemnify ~~rights~~the orTrust ~~liquidating~~Account ~~distributions~~due ~~with~~to ~~respect~~claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s ~~warrants~~ independent registered public accounting firm), prospective target businesses and other entities with which ~~will~~the ~~expire~~Company ~~worthless~~does ifbusiness, execute agreements with the Company ~~fails~~waiving toany right, ~~complete~~title, ainterest ~~Business~~or ~~Combination~~claim ~~within~~of any kind in or to monies held in the ~~Combination~~Trust ~~Period~~Account.

~~F-8~~Liquidity, Capital Resources and Going Concern

~~AEQUI~~As ~~ACQUISITION~~of ~~CORP~~December 31, 2022, the Company had approximately $0.2 million in its operating bank account and working capital deficit of approximately $0.5 million. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans.

~~NOTES~~The TOCompany ~~FINANCIAL~~may ~~STATEMENTS~~raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued.

~~DECEMBER~~In 31connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update (“ASU”) 2014-15, ~~2021~~“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until the end of the Combination Period to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).F-9

~~In order~~AEQUI toACQUISITION protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10CORP.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~Liquidity, Capital~~NOTES ~~Resources~~TO ~~and~~FINANCIAL ~~Going Concern~~ STATEMENTS

~~As of~~DECEMBER ~~December~~ 31, 2021, the Company had approximately $0.7 million in its operating bank account and working capital of approximately $0.6 million. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined below) (see Note 5). As of December 31, 2021 and 2020, there were no amounts outstanding under any Working Capital Loans.2022

~~The Company~~NOTE ~~may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties~~2. ~~The~~SUMMARY ~~Company’s~~OF ~~officers~~SIGNIFICANT ~~and directors and the Sponsor may but are not obligated to (except as described above),~~ACCOUNTING loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued.POLICIES

~~F-9~~Basis of Presentation

~~AEQUI~~The ~~ACQUISITION~~accompanying ~~CORP.~~financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

~~NOTES~~Emerging TOGrowth ~~FINANCIAL STATEMENTS~~Company

~~DECEMBER~~The 31Company is an “emerging growth company,” as ~~2021~~defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~In connection~~Further, ~~with~~Section 102(b)(1) of the ~~Company’s~~JOBS ~~assessment~~Act exempts ofemerging ~~going~~growth ~~concern~~companies ~~considerations~~from inbeing ~~accordance~~required to comply with ~~Financial~~new ~~Accounting~~or ~~Standard~~revised ~~Board’s Accounting~~financial ~~Standards~~accounting ~~Update~~standards until private companies (~~“ASU”)~~that ~~2014-15~~is, ~~“Disclosures~~those ofthat ~~Uncertainties~~have ~~about~~not anhad ~~Entity’s~~a ~~Ability~~Securities toAct ~~Continue as~~registration statement declared effective or do not have a ~~Going~~class ~~Concern,”~~of ~~the~~securities ~~Company~~registered under ~~has~~the ~~until~~Exchange ~~November~~Act) ~~24,~~are ~~2022~~required to ~~consummate~~comply awith ~~Business~~the ~~Combination~~new or revised financial accounting standards. ItThe isJOBS ~~uncertain~~Act provides that ~~the~~a ~~Company~~company ~~will~~can beelect ~~able~~ to ~~consummate~~opt aout ~~Business~~of ~~Combination~~the byextended ~~this~~transition ~~time.~~period Ifand acomply ~~Business~~with ~~Combination~~the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not ~~consummated~~to byopt ~~this~~out ~~date,~~of ~~there~~such ~~will~~extended transition period which means that bewhen a ~~mandatory~~standard ~~liquidation~~is issued or revised and ~~subsequent~~it ~~dissolution~~has ofdifferent ~~the~~application ~~Company.~~dates ~~Management~~for ~~has~~public ~~determined~~or ~~that~~private companies, the ~~liquidity~~Company, ~~condition~~as ~~and~~an ~~mandatory~~emerging ~~liquidation~~growth company, ~~should~~can aadopt ~~Business~~the ~~Combination~~new ~~not~~or ~~occur,~~revised ~~and~~standard ~~potential~~at ~~subsequent~~the ~~dissolution~~time ~~raises~~private ~~substantial~~companies ~~doubt~~adopt ~~about~~the new or revised standard. This may make comparison of the Company’s ~~ability~~ tofinancial ~~continue~~statements aswith aanother ~~going~~public ~~concern.~~company Nowhich ~~adjustments~~is ~~have~~neither ~~been~~an ~~made~~emerging togrowth ~~the~~company ~~carrying~~nor ~~amounts~~an emerging ofgrowth ~~assets~~company orwhich ~~liabilities~~has ~~should~~opted out of using the ~~Company be~~extended ~~required~~transition toperiod ~~liquidate~~difficult ~~after~~or ~~November~~impossible ~~24,~~because ~~2022~~of the potential differences in accounting standards used.

~~NOTE~~Use 2.of ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Estimates

~~Basis~~The preparation of ~~Presentation~~the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

~~The~~Making ~~accompanying~~estimates ~~financial~~requires ~~statements~~management ~~are~~to ~~presented~~exercise insignificant ~~accordance~~judgment. ~~with~~It ~~accounting~~is ~~principles~~at ~~generally~~least ~~accepted~~reasonably inpossible that the ~~United~~estimate ~~States~~of the effect of a ~~America~~condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating ~~(“GAAP”)~~its ~~and~~estimate, ~~pursuant~~could tochange in the ~~rules~~near ~~and~~term ~~regulations~~due ofto one or more future confirming events. Accordingly, the ~~SEC~~actual results could differ significantly from those estimates.

~~Emerging~~Cash ~~Growth~~and ~~Company~~Cash Equivalents

The Company isconsiders anall ~~“emerging~~short-term ~~growth~~investments ~~company,”~~with asan ~~defined~~original inmaturity ~~Section 2(a)~~ of ~~the~~three ~~Securities~~months ~~Act,~~or asless ~~modified~~when bypurchased ~~the~~to ~~Jumpstart~~be ~~Our Business~~cash ~~Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements~~equivalents. ~~that~~The ~~are~~Company ~~applicable~~did ~~to other public companies that are~~ not ~~emerging~~have ~~growth~~any ~~companies~~cash ~~including,~~equivalents ~~but~~as ~~not limited to, not being required to comply with the independent registered public accounting firm attestation requirements~~ of ~~Section~~December ~~404 of the Sarbanes-Oxley Act~~31, ~~reduced disclosure~~2022 ~~obligations regarding executive compensation in its periodic reports~~ and ~~proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved~~2021.

~~Further,~~Cash ~~Section~~and ~~102(b)(1)~~Marketable ~~of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a~~ Securities ~~Act~~Held ~~registration~~in ~~statement declared effective or do not have a class of securities registered under~~ the ~~Exchange~~Trust Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Account

~~Use~~At December 31, 2022, substantially all of ~~Estimates~~the assets held in the Trust Account were held in demand deposits. At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds invested in U.S. Treasury Bills (see Note 11).

~~The~~Class A ~~preparation~~Common ofStock ~~financial~~Subject ~~statements in conformity with GAAP requires the Company’s management~~ to ~~make~~Possible estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.Redemption

~~F-10~~The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, Class A common stock subject to possible redemption was presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

~~AEQUI~~The ~~ACQUISITION~~Company ~~CORP~~recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. For the year ended December 31, 2022, the Company recorded accretion of $1,984,132, which represents the interest earned on the Trust Account net of allowable withdrawals for tax purposes and dissolutions expenses (set at a maximum of $100,000).

~~NOTES TO FINANCIAL STATEMENTS~~F-10

~~DECEMBER~~AEQUI ~~31,~~ACQUISITION ~~2021~~CORP.

~~Making estimates~~NOTES ~~requires~~TO ~~management~~FINANCIAL to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.STATEMENTS

~~Cash and~~DECEMBER ~~Cash~~31, ~~Equivalents~~2022

~~The Company~~At ~~considers~~December ~~all~~31, ~~short-term~~2022 ~~investments~~and ~~with~~2021, anthe ~~original maturity~~ adjustments of ~~three~~the ~~months~~value orof ~~less~~Class ~~when~~A ~~purchased~~common tostock bereflected ~~cash~~in ~~equivalents. The~~the ~~Company~~balance ~~did~~sheets ~~not~~are ~~have~~reconciled ~~any~~in ~~cash~~the ~~equivalents~~following ~~as of December 31, 2021 and 2020.~~table:

Marketable Securities Held in Trust Account

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(6,440,000	)
Class A common stock issuance costs		(12,726,008	)
Plus:
Accretion of carrying value to redemption value		19,166,008
Class A common stock subject to possible redemption, December 31, 2020	$	230,000,000

Class A common stock subject to possible redemption, December 31, 2021	$	230,000,000
Less:
Redemption of common stock		(195,584,213	)

Plus:
Accretion of carrying value to redemption value		1,984,132
Class A common stock subject to possible redemption, December 31, 2022	$	36,399,919

~~At December~~Offering ~~31,~~Costs ~~2021 and 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.~~

~~Class~~The Company complies with the requirement of ASC 340-10-S99-1. Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ~~Common~~common ~~Stock~~stock ~~Subject~~issued were initially charged to ~~Possible~~temporary ~~Redemption~~equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering.

~~The Company~~Warrant ~~accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standard Codification (“ASC”) Topic 480 “Distinguishing~~ Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, Class A common stock subject to possible redemption was presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company ~~recognizes~~evaluates ~~changes~~all inof ~~redemption~~its ~~value~~financial ~~immediately~~instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as ~~they~~embedded ~~occur~~derivatives, pursuant to ASC 480 and ~~adjusts~~ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the ~~carrying~~Public Warrants ~~value~~(as ofdefined below) and Private Placement Warrants (together with the ~~Class~~Public AWarrants ~~ordinary~~and ~~shares~~warrants convertible from the Working ~~subject~~Capital toLoans, ~~possible~~the ~~redemption~~“Warrants”) toin ~~equal~~accordance with the ~~redemption~~guidance ~~value~~contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the ~~end~~Warrants ofto fair value at each reporting period. This ~~method~~liability ~~would~~is ~~view~~subject ~~the~~to ~~end~~re-measurement ofat ~~the~~each ~~reporting~~balance ~~period~~sheet asdate ifuntil itexercised, ~~were~~and ~~also~~any change in fair value is recognized in the ~~redemption~~statements ~~date~~of ~~for~~operations. The Private Placement Warrants and the ~~security~~Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For ~~Effective~~periods ~~with~~subsequent to the ~~closing~~detachment of the ~~Initial~~ Public ~~Offering~~Warrants from the Units, the ~~Company~~Public ~~recognized~~Warrant ~~the~~quoted ~~accretion~~market ~~from~~price ~~initial~~was ~~book~~used as the fair value tofor ~~redemption~~the ~~amount,~~Public ~~which~~Warrants ~~resulted~~and inthe ~~charges~~Private ~~against~~Placement ~~additional~~Warrants ~~paid-in capital~~as ~~(to~~of each relevant date. The Private Placement Warrants have substantially the ~~extent~~same ~~available)~~terms ~~and~~as ~~accumulated~~the ~~deficit~~Public Warrants.

~~At December~~Income ~~31, 2021 and 2020, the adjustments of the value of Class A common stock reflected in the balance sheets are reconciled in the following table:~~Taxes

Gross Proceeds	$	230,000,000
Less:
Proceeds allocated to public warrants	$	(6,440,000	)
Class A common stock issuance costs	$	(12,726,008	)
Add:
Accretion of carrying value to redemption value		19,166,008
Class A common stock subject to possible redemption	$	230,000,000

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements’ carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2022 and 2021, the Company had deferred tax assets with a full valuation allowance recorded against them.

F-11

AEQUI ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2021~~2022

~~Offering~~ASC 740 prescribes a recognition threshold and ~~Costs~~a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

~~The Company~~Net ~~complies~~Income ~~with~~per ~~the~~Share ~~requirement~~ of ~~ASC~~Common 340-10-S99-1. Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering.Stock

~~Warrant~~Net income per share of common stock is computed ~~Liabilities~~by dividing net income by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of Warrants sold in the Initial Public Offering and private placement to purchase 12,066,667 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent on future events.

The ~~Company~~ ~~does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The~~ Company ~~evaluates all~~calculates of its ~~financial~~earnings ~~instruments,~~per ~~including issued stock purchase warrants,~~ share to ~~determine~~allocate ifnet ~~such~~income ~~instruments~~pro ~~are~~rata ~~derivatives or contain features that qualify as embedded derivatives, pursuant~~ to ~~ASC~~Class ~~480~~A and ~~ASC~~Class ~~Topic~~B ~~815,~~common ~~“Derivatives and Hedging” (“ASC 815”)~~stock. ~~The~~This ~~Company~~presentation ~~accounts~~contemplates ~~for~~a ~~the~~Business ~~Public~~Combination ~~Warrants (~~as ~~defined below) and Private Placement Warrants (together with~~ the ~~Public~~most ~~Warrants~~likely ~~and warrants convertible from the Working Capital Loans~~outcome, ~~the “Warrants”)~~ in ~~accordance with the guidance contained in ASC 815-40 under~~ which ~~the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly~~case, ~~the~~ ~~Company~~both ~~classifies~~classes ~~the~~of ~~Warrants~~common asstock ~~liabilities~~share atpro ~~their~~rata ~~fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change~~ in ~~fair value is recognized in~~ the ~~statement~~income of ~~operations. The Private Placement Warrants and~~ the ~~Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model~~Company. ~~For~~Accretion ~~periods~~associated ~~subsequent~~with to the redeemable ~~detachment~~shares of ~~the~~Class ~~Public~~A ~~Warrants~~common ~~from~~stock ~~the~~is ~~Units, the~~excluded ~~Public~~from ~~Warrant~~earnings ~~quoted~~per ~~market~~share ~~price was used~~ as the ~~fair~~redemption value ~~for~~approximates ~~the~~fair ~~Public Warrants and the Private Placement Warrants as of each relevant date~~value.

~~Income~~The following table reflects the calculation ~~Taxes~~of basic and diluted net income per share of common stock (in dollars, except per share amounts):

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021 and 2020, the Company had deferred tax assets with a full valuation allowance recorded against them.

	Year Ended December 31, 2022				Year Ended December 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	5,366,520	$	1,493,582	$	5,080,422	$	1,270,105
Denominator:
Basic and diluted weighted average shares outstanding		20,660,049		5,750,000		23,000,000		5,750,000

Basic and diluted net income per share of common stock	$	0.26	$	0.26	$	0.22	$	0.22

~~ASC 740~~Concentration ~~prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement~~ of ~~tax~~Credit positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Risk

~~The Company’s~~Financial ~~currently~~instruments ~~taxable~~that ~~income~~potentially ~~primarily consists of interest income on~~ subject the ~~Trust Account. The~~ Company’s ~~general~~to ~~and administrative~~concentrations ~~costs~~of ~~are~~credit ~~generally~~risk ~~considered~~consist ~~start-up~~of ~~costs~~a ~~and~~cash ~~are~~account ~~not~~in ~~currently~~a ~~deductible.~~financial ~~During the year ended December 31~~institution, ~~2021~~which, ~~the~~ ~~Company~~at ~~recorded~~times, nomay ~~income~~exceed ~~tax~~the ~~expense.~~Federal Deposit ~~The~~Insurance ~~Company’s~~Corporation ~~effective~~coverage ~~tax~~limit ~~rate~~of ~~for~~$250,000. ~~the~~As ~~years~~of ~~ended~~ December 31, ~~2021~~2022 and ~~2020 was approximately 0%~~2021, ~~which differs from~~ the ~~expected~~Company ~~income~~has ~~tax~~not ~~rate~~experienced ~~mainly~~losses ~~due~~on this toaccount ~~the~~and ~~change~~management inbelieves the ~~fair~~Company ~~value~~is ofnot ~~the~~exposed ~~warrant~~to ~~liabilities and~~significant ~~the~~risks ~~start-up~~on ~~costs~~such ~~(discussed above) which are not currently deductible~~account.

F-12

AEQUI ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2021~~2022

~~Net Income~~Fair ~~(Loss)~~Value ~~per Share~~ of ~~Common~~Financial ~~Stock~~Instruments

~~Net income~~The ~~(loss)~~fair ~~per~~value ~~share~~ of ~~common stock is computed by dividing net income (loss) by~~ the ~~weighted~~Company’s ~~average~~assets ~~number~~and liabilities, ofwhich ~~shares~~qualify ofas ~~common stock~~financial ~~outstanding~~instruments ~~for~~under ~~the~~ASC ~~period.~~820, ~~The~~“Fair ~~Company~~Value ~~has~~Measurement,” ~~not~~approximates ~~considered~~ the ~~effect~~carrying ofamounts represented ~~Warrants sold~~ in the ~~Initial~~accompanying ~~Public~~balance ~~Offering~~sheets, ~~and~~primarily ~~private placement~~due to ~~purchase~~their ~~12,066,667~~short-term ~~shares of Class A common stock in the calculation of diluted income per share~~nature, ~~since~~other ~~the~~than ~~exercise of~~ the ~~warrants~~warrant isliabilities ~~contingent~~(see ~~on future events~~Note 11).

~~The Company~~Recent ~~calculates~~Accounting its earnings per share to allocate net income (loss) pro rata to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.Standards

~~The following~~Management ~~table~~does ~~reflects~~not ~~the~~believe ~~calculation~~that ofany ~~basic~~recently issued, ~~and~~but ~~diluted~~not ~~net~~yet ~~income~~effective, ~~(loss)~~accounting ~~per~~standards, ~~common~~if ~~share~~currently ~~(in dollars~~adopted, ~~except~~would ~~per~~have ~~share~~a ~~amounts):~~material effect on the Company’s financial statements.

	Year ended December 31, 2021				For the Period Ended September 1, 2020 (Inception) through December 31, 2020
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss), as adjusted	$	5,080,422	$	1,270,105	$	(2,759,030	)	$	(1,384,606	)
Denominator:
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		10,318,479			5,178,279
Basic and diluted net income (loss) per common share	$	0.22	$	0.22	$	(0.27	)	$	(0.27	)

NOTE 3. INITIAL PUBLIC OFFERING

~~Concentration~~Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, inclusive of ~~Credit~~3,000,000 ~~Risk~~Units sold to the underwriters on December 2, 2020 as a result of the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9).

~~Financial instruments~~NOTE that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,0004. ~~The~~PRIVATE ~~Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.~~PLACEMENT

~~Fair~~Simultaneously with the closing of the Initial ~~Value~~Public Offering, the Sponsor purchased an aggregate of ~~Financial~~4,000,000 ~~Instruments~~Private Placement Warrants at a price of $1.50 per Private Placement Warrant, or an aggregate of $6,000,000. On December 2, 2020, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 400,000 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $600,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

~~The fair~~NOTE ~~value~~5. ofRELATED ~~the~~PARTY Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, other than the warrant liabilities (see Note 10).TRANSACTIONS

~~F-13~~Founder Shares

~~AEQUI~~In ~~ACQUISITION~~September ~~CORP~~2020, the Sponsor purchased 8,625,000 shares of Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On October 5, 2020, the Sponsor transferred 350,000 Founder Shares to the Company’s legal counsel in consideration for its services in lieu of a cash payment for fees. In November 2020, the Sponsor returned to the Company, at no cost, an aggregate of 2,875,000 Founder Shares, which the Company cancelled, resulting in an aggregate of 5,750,000 Founder Shares outstanding.

~~NOTES~~The TOSponsor ~~FINANCIAL~~has ~~STATEMENTS~~agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (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 a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

~~DECEMBER 31, 2021~~F-13

~~Recent Accounting~~AEQUI ~~Standards~~ACQUISITION CORP.

~~In August~~NOTES ~~2020,~~TO ~~the~~FINANCIAL FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.STATEMENTS

~~Management does~~DECEMBER ~~not believe that any other recently issued~~31, ~~but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.~~ 2022

~~NOTE 3.~~Administrative ~~INITIAL~~Services ~~PUBLIC OFFERING~~Agreement

~~Pursuant to~~The ~~the~~Company ~~Initial~~entered ~~Public~~into ~~Offering~~an agreement, ~~the~~commencing on ~~Company~~November ~~sold 23~~19,~~000,000~~ ~~Units,~~2020 ~~inclusive~~through ofthe ~~3,000,000~~earlier ~~Units~~of ~~sold~~the toCompany’s ~~the~~consummation ~~underwriters~~of ona ~~December 2,~~Business ~~2020~~Combination asand aits ~~result~~liquidation, ofto pay the Sponsor ~~underwriters’~~a ~~election~~total toof ~~fully~~$10,000 ~~exercise~~per ~~their~~month ~~over-allotment~~for ~~option~~office space, atutilities aand ~~price~~secretarial ofand ~~$10~~administrative support.00 ~~per~~For ~~Unit. Each~~the ~~Unit~~years ~~consists~~ended ofDecember 31, ~~one~~2022 ~~share~~and of2021, ~~Class~~the ACompany ~~common~~incurred ~~stock~~$120,000 and ~~one-third~~$120,000 ofin ~~one~~fees ~~redeemable~~related ~~warrant~~to ~~(“Public~~these ~~Warrant”)~~services, respectively. ~~Each whole~~The ~~Public~~Company ~~Warrant~~had ~~entitles~~a ~~the~~total of ~~holder~~$30,000 toand ~~purchase~~$130,000 ~~one~~included ~~share~~in

Filing Compare · Aequi Acquisition Corp.